01 - Katy TX OPC - L100.pdf

LEASE NO. XX, PAGE 1 LESSOR: ______ GOVERNMENT: ______ GSA TEMPLATE L100 for VA

REV (10/24)

LEASE NO. XX

Global Lease

GSA TEMPLATE L100 for VA (10/2024)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease (GSA TEMPLATE L100 for VA, hereinafter Lease Template). Upon selection for award, VA will transcribe the successful Offeror's final offered rent and other price data included on Offeror’s submitted Proposal to Lease Space, GSA Form 1364, (hereinafter Lease Proposal Form) into a Lease Template, and transmit the completed Lease Template, together with appropriate attachments, to the successful Offeror for execution.

A. This Lease is made and entered into between

Lessor’s Name

(Lessor), whose principal place of business is [ADDRESS], and whose interest in the Property described herein is that of Fee Owner, [or Contingent Fee Owner], and

The United States of America

(Government), acting by and through the designated representative of the Department of Veterans Affairs (VA), upon the terms and conditions set forth herein.

[IF LESSOR IS A CONTINGENT OWNER, INSERT:]

B. Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows:

Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at

[Address] and more fully described in Section 1 and Exhibit XX, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by VA.

C. LEASE TERM

To Have and To Hold the said Premises with its appurtenances for the term beginning upon acceptance of the Premises as required by this Lease and continuing for a period of

X Years, X Years Firm, subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, along with any applicable termination and renewal rights, shall be more specifically set forth in a Lease Amendment upon substantial completion and acceptance of the Space by the Government.

In Witness Whereof, the parties to this Lease evidence their agreement to all terms and conditions set forth herein by their signatures below, to be effective as of the date of delivery of the fully executed Lease to the Lessor.

FOR THE LESSOR:

Name: ____________________________________________

Title: ____________________________________________

Entity Name: ____________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Name: ____________________________________________

Title: Lease Contracting Officer

Department of Veterans Affairs

WITNESSED FOR THE LESSOR BY:

Name: ____________________________________________

Title: ____________________________________________

LEASE NO. XX, PAGE 2 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

The information collection requirements contained in this Solicitation/Contract, that are not required by the regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0086.

LEASE NO. XX, PAGE 3 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS 6

1.01 THE PREMISES (OCT 2024)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (VA OCT 2024)

1.04 LEASE ACQUISITION FEE (VA OCT 2024)

1.05 INTENTIONALLY DELETED

1.06 INTENTIONALLY DELETED

1.07 DOCUMENTS INCORPORATED IN THE LEASE (VA OCT 2024)

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (VA OCT 2024)

1.09 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2024)

1.10 INTENTIONALLY DELETED (VA OCT 2024)

1.11 INTENTIONALLY DELETED (VA OCT 2024)

1.12 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (VA OCT 2024)

1.13 INTENTIONALLY DELETED

1.14 OPERATING COST BASE (OCT 2016)

1.15 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (SEP 2013)

1.16 HOURLY OVERTIME HVAC RATES (OCT 2016)

1.17 INTENTIONALLY DELETED

1.18 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

1.19 BUILDING IMPROVEMENTS (VA OCT 2024)

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (VA OCT 2024)

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (VA OCT 2024)

2.04 WAIVER OF RESTORATION (OCT 2023)

2.05 PAYMENT OF BROKER (VA OCT 2024)

2.06 CHANGE OF OWNERSHIP/NOVATION (OCT 2024)

2.07 REAL ESTATE TAX ADJUSTMENT (OCT 2023)

2.08 GSAR 552.270-16 ADJUSTMENT FOR VACANT PREMISES DEVIATION (SEP 2022)

2.09 OPERATING COSTS ADJUSTMENT (VA OCT 2024)

2.10 ADDITIONAL POST-AWARD FINANCIAL AND TECHNICAL DELIVERABLES (VA OCT 2024)

2.11 RELOCATION ASSISTANCE ACT (APR 2011)

2.12 ENTITY NAME (OCT 2023)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (VA MARCH 2025)

3.02 WORK PERFORMANCE (JUN 2012)

3.03 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (OCT 2019)

3.04 CONSTRUCTION WASTE MANAGEMENT (OCT 2021)

3.05 WOOD PRODUCTS (OCT 2023)

3.06 ADHESIVES AND SEALANTS (OCT 2022)

3.07 BUILDING SHELL REQUIREMENTS (OCT 2016)

3.08 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (VA OCT 2024)

3.09 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

3.10 VESTIBULES (OCT 2020)

3.11 MEANS OF EGRESS (MAY 2015)

3.12 AUTOMATIC FIRE SPRINKLER SYSTEM (VA OCT 2024)

3.13 FIRE ALARM SYSTEM (VA OCT 2024)

3.14 ENERGY INDEPENDENCE AND SECURITY ACT (OCT 2024)

3.15 ELEVATORS (OCT 2020)

3.16 BUILDING DIRECTORY (OCT 2021)

3.17 FLAGPOLE (VA OCT 2024)

3.18 DEMOLITION (JUN 2012)

3.19 ACCESSIBILITY (OCT 2024)

3.20 CEILINGS (OCT 2022)

3.21 EXTERIOR AND COMMON AREA DOORS AND HARDWARE (SEP 2013)

3.22 DOORS: IDENTIFICATION (APR 2011)

3.23 WINDOWS (OCT 2020)

3.24 PARTITIONS: GENERAL (OCT 2023)

3.25 PARTITIONS: PERMANENT (OCT 2023)

3.26 INSULATION: THERMAL, ACOUSTIC, AND HVAC (OCT 2022)

3.27 WALL FINISHES – SHELL (SEP 2015)

3.28 PAINTING – SHELL (OCT 2022)

3.29 FLOORS AND FLOOR LOAD (OCT 2019)

3.30 FLOOR COVERING AND PERIMETERS – SHELL (OCT 2022)

3.31 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (VA OCT 2024)

3.32 BUILDING SYSTEMS (APR 2011)

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3.33 ELECTRICAL (VA OCT 2024)

3.34 ADDITIONAL ELECTRICAL CONTROLS (VA OCT 2024)

3.35 PLUMBING (JUN 2012)

3.36 DRINKING FOUNTAINS (OCT 2023)

3.37 RESTROOMS (VA OCT 2024)

3.38 PLUMBING FIXTURES: WATER CONSERVATION (OCT 2022)

3.39 JANITOR CLOSETS (SEP 2015)

3.40 HEATING, VENTILATION, AND AIR CONDITIONING - SHELL (VA OCT 2024)

3.41 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (OCT 2023)

3.42 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.43 LIGHTING: INTERIOR AND PARKING - SHELL (OCT 2023)

3.44 ACOUSTICAL REQUIREMENTS (VA OCT 2024)

3.45 SECURITY FOR NEW CONSTRUCTION (VA OCT 2024)

3.46 INTENTIONALLY DELETED

3.47 FIRE PROTECTION FOR NEW CONSTRUCTION (APR 2015)

3.48 GREEN BUILDING RATING CERTIFICATION FOR NEW CONSTRUCTION (OCT 2016)

3.49 INTENTIONALLY DELETED (VA OCT 2024)

3.50 INDOOR AIR QUALITY DURING CONSTRUCTION (OCT 2021)

3.51 SYSTEMS COMMISSIONING (VA OCT 2024)

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (VA OCT 2024)

4.02 CONSTRUCTION DOCUMENTS (OCT 2023)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (VA OCT 2024)

4.04 INTENTIONALLY DELETED (VA OCT 2024)

4.05 GREEN LEASE SUBMITTALS (OCT 2023)

4.06 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (VA OCT 2024)

4.07 PROGRESS REPORTS (VA OCT 2024)

4.08 CONSTRUCTION INSPECTIONS (OCT 2023)

4.09 ACCESS BY THE GOVERNMENT PRIOR TO ACCEPTANCE (OCT 2022)

4.10 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (OCT 2021)

4.11 LEASE TERM COMMENCEMENT DATE AND RENT RECONCILIATION (OCT 2021)

4.12 AS-BUILT DRAWINGS (VA OCT 2024)

4.13 GSAR 552.270-15 LIQUIDATED DAMAGES (DEVIATION) (SEP 2022)

4.14 INTENTIONALLY DELETED

4.15 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2023)

4.16 GOVERNMENT PROJECT MANAGEMENT SYSTEM (OCT 2023)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (VA OCT 2024)

5.02 INTENTIONALLY DELETED

5.03 FINISH SELECTIONS (SEP 2015)

5.04 WINDOW COVERINGS (OCT 2023)

5.05 DOORS: SUITE ENTRY (OCT 2022)

5.06 DOORS: INTERIOR (OCT 2022)

5.07 DOORS: HARDWARE (SEP 2013)

5.08 DOORS: IDENTIFICATION (JUN 2012)

5.09 PARTITIONS: SUBDIVIDING (VA OCT 2024)

5.10 WALL FINISHES (OCT 2019)

5.11 PAINTING – TI (VA OCT 2024)

5.12 FLOOR COVERINGS AND PERIMETERS (OCT 2023)

5.13 INTENTIONALLY DELETED (VA OCT 2024)

5.14 ELECTRICAL: DISTRIBUTION (VA OCT 2024)

5.15 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.16 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.17 DATA DISTRIBUTION (OCT 2020)

5.18 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (VA OCT 2024)

5.19 LIGHTING: INTERIOR AND PARKING – TI (VA OCT 2024)

5.20 AUTOMATIC FIRE SPRINKLER SYSTEM - TI (VA OCT 2024)

SECTION 6 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM

6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (OCT 2022)

6.02 UTILITIES (VA OCT 2024)

6.03 INTENTIONALLY DELETED

6.04 INTENTIONALLY DELETED

6.05 HEATING AND AIR CONDITIONING (VA OCT 2024)

6.06 OVERTIME HVAC USAGE (VA OCT 2024)

6.07 INTENTIONALLY DELETED

6.08 JANITORIAL SERVICES (VA OCT 2024)

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6.09 SELECTION OF CLEANING PRODUCTS (OCT 2022)

6.10 SELECTION OF PAPER PRODUCTS (OCT 2022)

6.11 SNOW REMOVAL (OCT 2020)

6.12 MAINTENANCE AND TESTING OF SYSTEMS (OCT 2022)

6.13 MAINTENANCE OF PROVIDED FINISHES (OCT 2016)

6.14 ASBESTOS ABATEMENT (OCT 2021)

6.15 ONSITE LESSOR MANAGEMENT (APR 2011)

6.16 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.17 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.18 LANDSCAPING (OCT 2022)

6.19 LANDSCAPE MAINTENANCE (APR 2011)

6.20 RECYCLING AND COMPOSTING (VA OCT 2024)

6.21 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

6.22 INTENTIONALLY DELETED

6.23 INDOOR AIR QUALITY (OCT 2023)

6.24 RADON IN AIR (OCT 2023)

6.25 RADON IN WATER (JUN 2012)

6.26 HAZARDOUS MATERIALS (OCT 2023)

6.27 MOLD AND WATER INTRUSION (OCT 2023)

6.28 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.29 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 MODIFIED LEASE PARAGRAPHS (VA OCT 2024)

7.03 NO FEDERALLY ELECTED OFFICIALS TO BENEFIT (OCT 2023)

7.04 DAILY OCCUPANCY DATA (OCT 2021)

7.05 PROVISIONAL ACCEPTANCE (FEB 2021)

7.06 INTENTIONALLY DELETED

7.07 OFF-PREMISES IMPROVEMENTS (VA OCT 2024)

7.08 FIRE AND CASUALTY DAMAGE (VA OCT 2024)

7.09 AGENCY SPECIFIC REQUIREMENTS SHALL PREVAIL (VA OCT 2024)

7.10 CHANGE IN KEY PERSONNEL DURING POST-AWARD (VA OCT 2024)

7.11 CHANGE MAJOR SUBCONTRACTORS DURING POST-AWARD (VA OCT 2024)

LEASE NO. XX, PAGE 6 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2024)

The Premises are described as follows:

A. Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of Space located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX.

A. Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of Space and an additional XX RSF, yielding XX ABOA SF of free space (for which the Government will not be charged rent, including real estate taxes and operating cost escalations) in excess of the total XX RSF/XX ABOA SF indicated above, for a total of XX RSF (yielding XX ABOA SF), located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX. All rights, responsibilities, and obligations that bind the Lessor and Government under this lease agreement, including the General Clauses, and any other attachments hereto, shall pertain to the entire space under lease, including the free space.

B. Common Area Factor: The Common Area Factor (CAF), defined under Section 2 of the Lease, is established as XX percent. This factor, rounded to the nearest whole percentage, shall be used for purposes of rental adjustments in accordance with the Payment Clause of the General Clauses.

C. INTENTIONALLY DELETED

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

The Government shall have the non-exclusive right to the use of Appurtenant Areas and shall have the right to post Rules and Regulations Governing Conduct on Federal Property, Title 41, CFR, Part 102-74, Subpart C within such areas. The Government will coordinate with Lessor to ensure signage is consistent with Lessor’s standards. Appurtenant to the Premises and included in the Lease are rights to use the following:

A. Parking: XX parking spaces as depicted on the plan attached hereto as Exhibit XX, reserved for the exclusive use of the Government, of which XX shall be structured/inside parking spaces, and XX shall be surface/outside parking spaces. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property.

B. Antennas, Satellite Dishes, and Related Transmission Devices: (1) Space located on the roof of the Building sufficient in size for the installation and placement of telecommunications equipment, (2) the right to access the roof of the Building, and (3) use of all Building areas (e.g., chases, plenums, etc.) necessary for the use, operation, and maintenance of such telecommunications equipment at all times during the term of this Lease.

1.03 RENT AND OTHER CONSIDERATION (VA OCT 2024)

A. The Government shall pay the Lessor annual rent, payable in monthly installments in arrears, at the following rates:

FIRM TERM

ANNUAL RENT

SHELL RENT1 $XXX,XXX.XX

OPERATING COSTS2 $ XXX,XXX.XX

PARKING3 $ 0.00

TOTAL ANNUAL RENT4 $XXX,XXX.XX

TENANT IMPROVEMENT ALLOWANCE

LUMP-SUM TOTAL $54,696,650.00

1Shell rent calculation:

(Firm Term) $XX per RSF, as rounded to the nearest penny.

2Operating Costs reflects a rate of $XX per RSF, as rounded to the nearest penny.

3Parking costs described under sub-paragraph B below.

4Total Annual Rent does not reflect reduction for free rent (if applicable). See subparagraph C below.

B. INTENTIONALLY DELETED

C. The Lessor has offered free rent for the first XX (X) months of the Lease (free rent includes shell, operating, TI, and parking rent). Therefore, the first XX (X) months of the Lease shall be provided at no cost to the Government.

LEASE NO. XX, PAGE 7 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

D. INTENTIONALLY DELETED

E. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not to exceed XX ABOA SF based upon the methodology outlined under the “Payment” clause of GSA Form 3517, General Clauses.

F. INTENTIONALLY DELETED

G. Reserved

H. If the Government leases the Premises for less than a full calendar month, then rent shall be prorated based on the actual number of days leased for that month.

I. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses. Rent shall be payable using the EFT information contained in the System for Award Management (SAM). In the event the EFT information changes, the Lessor shall be responsible for providing the updated information to SAM. Failure by the Lessor to maintain an active registration in SAM may result in delay of rental payments until such time as the SAM registration is activated.

J. Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following:

1. The leasehold interest in the Property described herein in the paragraph entitled “The Premises.”

2. All costs, expenses, and fees to perform the work required for acceptance of the Premises in accordance with this Lease, including all costs for labor, materials, and equipment, professional fees, subcontractor fees, attorney fees, permit fees, inspection fees, and similar such fees, and all related expenses.

3. Performance or satisfaction of all other obligations set forth in this Lease; and all services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accordance with the terms of the Lease, including, but not limited to, all inspections, modifications, repairs, replacements, and improvements required to be made thereto to meet the requirements of this Lease.

K. INTENTIONALLY DELETED

1.04 LEASE ACQUISITION FEE (VA OCT 2024)

The Lessor shall be responsible for paying all real estate commissions due in connection with the consummation of this Lease.

For purposes of this Solicitation, the real estate firm of DHC Real Estate Services, LLC is the authorized representative of the VA and is providing Lease Acquisition Services to VA in connection with this transaction. It is understood between Lessor and VA that DHC Real Estate Services, LLC, has provided Lease Acquisition Services on behalf of VA to assist in the completion of this transaction.

In connection with the provisions of such Lease Acquisition Services and in the event of consummation of a lease agreement between Lessor and VA, Lessor will pay a commission or lease acquisition fee to DHC Real Estate Services, LLC in the amount of a percentage equal to the percentage specified in the brokerage commission agreement (%) of the total aggregate lease value The aggregate lease value shall include, but not be limited to, base rent (including fixed rental increases or as annualized), other rental income, operating expenses (base year), real estate taxes (base year), and amortized tenant improvements (if applicable)). The aggregate lease value shall not include any rental abatement provided to the VA pursuant to the Lease; any rental escalations covering operating expenses and/or real estate tax increases during the lease term; any additional amounts paid by VA for services over and above those furnished by Lessor; any lump sum payments for tenant improvements. Commissions will not be collected on option periods or for lease terms beyond the firm term of the lease.

The total contract value that will be used to determine the commission will be established based on the final lease documents upon lease execution or as amended thereof. Such commission or lease acquisition fee shall be due and payable, as follows:

Seventy-five percent (75%) of commission or lease acquisition fee shall be paid to DHC Real Estate Services, LLC within thirty (30) calendar days following lease execution between Lessor and VA; and

The remaining twenty-five percent (25%) of commission or lease acquisition fee shall be paid to DHC Real Estate Services, LLC within thirty (30) calendar days following the earlier to occur of VA’s acceptance of space or commencement of rent payments.

The Lessor’s responsibilities to pay the commission(s) or lease acquisition fee is independent of any other Lessor financial responsibilities of this Lease and shall not be used to negotiate or offset any credits owed VA by the Lessor. However, in the event Lessor shall fail to pay the commission(s) or lease acquisition fee amount owed to DHC Real Estate Services, LLC pursuant to the compensation schedule outlined herein, VA, at VA’s sole option, shall pay the commission(s) or lease acquisition fee on behalf of Lessor to DHC Real Estate Services, LLC out of rent payments and/or any lump-sum payments owed or to be owed to Lessor for reimbursement(s) of tenant improvement costs or payment(s) for services/work provided by Lessor. The Lease Acquisition Fee shall not exceed one million five hundred thousand dollars ($1,500,000.00).

1.05 INTENTIONALLY DELETED

1.06 INTENTIONALLY DELETED

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1.07 DOCUMENTS INCORPORATED IN THE LEASE (VA OCT 2024)

The following documents are attached to and made part of the Lease:

DOCUMENT NAME EXHIBIT NO. OF PAGES

Agency Specific Requirements (ASR) Package – Cover Page X X Appendix A – Program for Design (PFD) X X Appendix A.1 – Project Room Contents List (PRC) X X Appendix A.2 – Lease Design Narrative (LDN) X X Appendix A.3 – Room Data Matrix (RDM) X X Appendix A.4 – VA CBOC Information Transport Systems Specifications X X Appendix A.4.1 – OIT Data Center Design Narrative X X Appendix A.5 – Facility Security Level Requirements FSL II X X Appendix A.6 – KATY, TX - OPC Conceptual Floor Plan X X Appendix B – Lease Service Narrative X X VA Handbook 6500.6 X X GSA Form 3517B – General Clauses X X DOL Wage Determination X X Approved Small Business Subcontracting Plan (if applicable) X X Operations & Maintenance Plan X X Project Management Plan X X Proposed ABOA Plan X X Proposed Elevations X X Proposed Exterior Renderings X X Proposed HVAC Zoning X X Proposed Site Plans X X Revisions to Lease Issued Under RLP Amendment Number(s) X (if applicable) X X

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (VA OCT 2024)

A. The final TI pricing will be determined based on Section 4.03 of this lease. The current estimated amount for Lump Sum is $54,696,650.00.

B. The Government reserves the right to amortize any portion of the Tenant Improvements at the amortization rate proposed by the Offeror on

Attachment 1 to GSA Form 1364. Amortization of the Tenant Improvements will be over the firm term of the lease. The decision by the Government on whether or not to amortize the Tenant Improvements, and/or what portion of the allowance is to be amortized, is solely that of the Government. The unamortized portion of the Tenant Improvements will be paid by the Government in lump sum upon acceptance of the space by the Government.

1.09 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2024)

For pricing TI costs, the following rates shall apply for the initial build-out of the Space.

INITIAL BUILD-OUT [

ARCHITECT/ENGINEER (A/E) FEES ($ PER ABOA SF, $ FLAT FEE, OR % OF TI CONSTRUCTION COSTS) $XX OR XX%

LESSOR'S PROJECT MANAGEMENT FEE (% OF TI CONSTRUCTION COSTS) XX%

1.10 INTENTIONALLY DELETED (VA OCT 2024)

1.11 INTENTIONALLY DELETED (VA OCT 2024)

1.12 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (VA OCT 2024)

A. As of the Lease Award Date, the Government’s Percentage of Occupancy, as defined in the “Real Estate Tax Adjustment” paragraph of this

Lease is XX percent. The Percentage of Occupancy is derived by dividing the total Government Space of XX RSF by the total Building space of XX RSF. The tax parcel number is XX.

1.13 INTENTIONALLY DELETED

1.14 OPERATING COST BASE (OCT 2016)

The parties agree, for the purpose of applying the paragraph titled "Operating Costs Adjustment," that the Lessor's base rate for operating costs shall be $XX.XX per RSF.

LEASE NO. XX, PAGE 9 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

1.15 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (SEP 2013)

In accordance with the paragraph entitled “Adjustment for Vacant Premises,” if the Government fails to occupy or vacates the entire or any portion of the Premises prior to expiration of the term of the Lease, the operating costs paid by the Government as part of the rent shall be reduced by $XX.XX per ABOA SF of Space vacated by the Government.

1.16 HOURLY OVERTIME HVAC RATES (OCT 2016)

A. The following rates shall apply in the application of the paragraph titled "Overtime HVAC Usage:"

• $X. XX per hour per zone

• No. of zones: X

• $ X.XX per hour for the entire Space.

B. There is no overtime charge during the following weekend hours:

• Saturday: X AM through X PM

• Sunday: X AM through X PM

1.17 INTENTIONALLY DELETED

1.18 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

This Lease provides for normal hours of operation as outlined under Lease Paragraph 6.01, Provision of Services, Access, and Normal Hours. In the event the Government requires the following normal hours of operations: [7:30 AM to 6:00 PM, Monday through Friday, with the exception of Federal holidays], the rental rate and the base for operating cost adjustments will be reduced by $XX per ABOA SF, adjusted to include any CPI adjustment as outlined under Lease paragraph entitled Operating Costs Adjustment. This reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the Lease expires or is terminated.

1.19 BUILDING IMPROVEMENTS (VA OCT 2024)

Before the Government accepts the Space, the Lessor shall complete the following additional Building improvements, as part of shell rent:

A. _______________ B. _______________ C. _______________

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI)

UEI: XXXXXXXXX

LEASE NO. XX, PAGE 10 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (VA OCT 2024)

Unless otherwise specifically noted, all terms and conditions set forth in this Lease shall be interpreted by reference to the following definitions, standards, and formulas:

A. General Contract Terms.

1. “Contract” means Lease.

2. “Contractor” means Lessor.

3. “Days” means calendar days, unless specified otherwise.

4. “Delivery Date” means the date specified in or determined pursuant to the provisions of the lease for delivery of the premises to the Government, improved in accordance with the provisions of the lease and substantially complete, as such date may be modified in accordance with the provisions of the lease.

5. “Excusable Delays” mean delays arising without the fault or negligence of Lessor and Lessor’s subcontractors and suppliers at any tier, and shall include, without limitation:

a. Acts of God or of the public enemy,

b. Acts of the United States of America in either its sovereign or contractual capacity,

c. Acts of another contractor in the performance of a contract with the Government,

d. Fires,

e. Floods,

f. Epidemics,

g. Quarantine restrictions,

h. Strikes,

i. Freight embargoes,

j. Unusually severe weather, or

k. Delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Lessor and any such subcontractor or supplier.

6. “Lease Award Date” means the date the LCO executes the Lease and furnishes written notification of the executed Lease to the successful

Offeror (usually the date on which the parties’ obligations under the Lease begin).

7. “Lease Term Commencement Date” means the date on which the lease term commences.

8. “Substantially Complete” or “Substantial Completion” means that the work, the common and other areas of the building, and all other things necessary for the Government’s access to the premises and occupancy, possession, use and enjoyment thereof, as provided in this lease, have been completed or obtained, excepting only such minor matters as do not interfere with or materially diminish such access, occupancy, possession, use or enjoyment. The space shall be considered substantially complete only if the space may be used for its intended purpose.

9. “Work” means all alterations, improvements, modifications, and other things required for the preparation or continued occupancy of the premises by the Government as specified in this lease.

B. Real Property Terms.

1. “ANSI/BOMA” is an acronym for American National Standards Institute/Building Owners and Managers Association.

2. “ANSI/BOMA Occupant Area” or “ABOA” means the measurement standard (Z65.1-2017) provided by ANSI/BOMA for Occupant Area, which is “the total aggregated area used by an Occupant before Load Factors are applied, consisting of Tenant Area and Tenant Ancillary Area.” The Method A – Multiple Load Factor Method shall apply.

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3. “Appurtenant Areas” means those areas and facilities on the Property that are not located within the Premises, but for which rights are expressly granted under this Lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to the Government's enjoyment of the premises and express appurtenant rights (e.g. parking areas).

4. “Broker” means VA’s broker, if VA awarded this Lease using a contract real estate broker.

5. “Building” means building(s) situated on the Property in which the Premises are located.

6. Reserved

7. “Common Area Factor” (CAF) means a conversion factor determined by the Building owner and applied by the owner to the ABOA SF to determine the RSF for the leased Space. The CAF is expressed as a percentage of the difference between the amount of rentable SF and ABOA SF, divided by the ABOA SF. For example, 11,500 RSF and 10,000 ABOA SF will have a CAF of 15% [(11,500 RSF-10,000 ABOA SF)/10,000 ABOA SF]. For the purposes of this Lease, the CAF shall be determined in accordance with the applicable ANSI/BOMA standard for the type of space to which the CAF shall apply.

8. “Firm Term” means that part of the Lease term that is not subject to termination rights.

9. “Non-Firm Term” means that part of the Lease term following the end of the Firm Term, which is subject to termination rights.

10. “Premises” means the total occupant area or other type of space, together with all associated common areas, described in the Lease.

Appurtenant areas (e.g., parking areas) to which the Government has rights under this Lease are not included in the premises.

11. “Property” means the land and buildings in which the Premises are located, including all Appurtenant Areas (e.g., parking areas) to which the Government is granted rights.

12. “Rentable Space or Rentable Square Feet (RSF)” means the area for which a tenant is charged rent. It is determined by the building owner and may vary by city or by building within the same city. Rentable space may include a share of common areas such as elevator lobbies, building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical room. Rentable space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. To determine the RSF, the ABOA SF is multiplied by the sum of (one (1) plus the CAF, for each type of space included in the premises.

13. “Space” means that part of the premises to which the Government has exclusive use, such as occupant area, or other type of space.

Appurtenant areas (e.g., parking areas) to which the Government has rights under this Lease are not included in the space.

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

Signatories to this Lease shall have full authority to bind their respective principals with regard to all matters relating to this Lease. No other persons shall be understood to have any authority to bind their respective principals, except to the extent that such authority may be explicitly delegated by notice to the other party, or to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its Lease Contracting Officer (LCO) by notice, without an express delegation by the prior LCO.

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (VA OCT 2024)

A. The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Lease

Amendment by the LCO. The General Services Administration Acquisition Manual (“GSAM”) clause, 552.270-31, Prompt Payment, including its invoice requirements, shall apply to orders for alterations. All orders are subject to the terms and conditions of this Lease and may be placed only by the.

B. The LCO is the only official authorized to place orders.

2.04 WAIVER OF RESTORATION (OCT 2023)

Lessor shall have no right to require the Government to restore the Premises upon expiration or earlier termination (full or partial) of the Lease, and waives all claims against the Government for:

A. Waste, or, B. Damages, or restoration arising from or related to:

1. The Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as

2. Any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government.

At its sole option, the Government may abandon property in the Space following expiration or earlier termination (full or partial) of the Lease, in which case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith.

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2.05 PAYMENT OF BROKER (VA OCT 2024)

In accordance with RLP Paragraph 1.14, the Lessor shall pay the Government’s Broker DHC Real Estate Services, LLC , the total lease acquisition fee amount of $XX. XX.

Seventy-five percent (75%) of the lease acquisition fee shall be paid to DHC Real Estate Services, LLC within thirty (30) calendar days following lease execution between Lessor and VA; and

The remaining twenty-five percent (25%) of the lease acquisition fee shall be paid to DHC Real Estate Services, LLC within thirty (30) calendar days following the earlier to occur of VA’s acceptance of space or commencement of rent payments.

2.06 CHANGE OF OWNERSHIP/NOVATION (OCT 2024)

A. If during the term of the Lease, title to the Property is transferred or the Lessor changes its legal name, the Lessor and its successor shall comply with the requirements of FAR Subpart 42.12. If title is transferred, the Lessor shall notify the Government within five days of the transfer of title.

B. The Government and the Lessor may execute a Change of Name Agreement if the Lessor is changing only its legal name, and the

Government's and the Lessor's respective rights and obligations remain unaffected.

C. If title to the Property is transferred, the Government, the original Lessor (Transferor), and the new owner or assignee (Transferee) shall execute a Novation Agreement providing for the transfer of Transferor's rights and obligations under the Lease to the Transferee. When executed on behalf of the Government, a Novation Agreement will be made part of the Lease via Lease Amendment.

D. In addition to all documents required by FAR 42.1204, the LCO may request additional information (e.g., copy of the deed, bill of sale, certificate of merger, contract, court decree, articles of incorporation, operation agreement, partnership certificate of good standing, etc.) from the Transferor or Transferee to verify the parties' representations regarding the transfer, and to determine whether the transfer of the Lease is in the Government's interest.

E. If the LCO determines that recognizing the Transferee as the Lessor will not be in the Government's interest, the Transferor shall remain fully liable to the Government for the Transferee's performance of obligations under the Lease, notwithstanding the transfer. Under no condition shall the Government be obligated to release the Transferor of obligations prior to (a) the rent commencement date; and (b) any amounts due and owing to the Government under the Lease that have been paid in full or completely set off against the rental payments due under the

F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award

Management (SAM) for purposes of “All Awards” (See FAR 52.232-33), and complete all required representations and certifications within SAM. In addition, for leases FSL III or above, the Transferee must also complete 552.270-33 Foreign Ownership and Financing Representation for High-Security Leased Space. This representation must be completed annually.

G. If title to the Property is transferred, rent shall continue to be paid to the original Lessor, subject to the Government's rights as provided for in this Lease. The Government's obligation to pay rent to the Transferee shall commence on the effective date of the Lease Amendment incorporating the Novation Agreement. The Lease Amendment will not be issued until the Government has received all information reasonably required by the LCO, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in sub-paragraph F. The original Lessor must maintain an active registration in SAM until the Novation process is complete.

2.07 REAL ESTATE TAX ADJUSTMENT (OCT 2023)

A. Purpose: This paragraph provides for adjustment in the rent (tax adjustment) to account for increases or decreases in Real Estate Taxes for the Property after the establishment of the Real Estate Tax Base, as those terms are defined herein. Tax adjustments shall be calculated in accordance with this paragraph.

B. Definitions: The following definitions apply to the use of the terms within this paragraph:

1. Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant Areas (e.g., parking areas to which the Government is granted rights).

2. Real Estate Taxes are those taxes that are levied upon the owners of real property by a Taxing Authority (as hereinafter defined) of a state or local Government on an ad valorem basis to raise general revenue for funding the provision of government services. The term excludes, without limitation, special assessments for specific purposes, assessments for business improvement districts, and/or community development assessments.

3. Taxing Authority is a state, commonwealth, territory, county, city, parish, or political subdivision thereof, authorized by law to levy, assess, and collect Real Estate Taxes.

4. Tax Year refers to the 12-month period adopted by a Taxing Authority as its fiscal year for assessing Real Estate Taxes on an annual basis.

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5. Tax Abatement is an authorized reduction in the Lessor's liability for Real Estate Taxes below that determined by applying the generally applicable real estate tax rate to the Fully Assessed (as hereinafter defined) valuation of the Property.

6. Unadjusted Real Estate Taxes are the full amount of Real Estate Taxes that would be assessed for the Property for one full Tax Year without regard to the Lessor's entitlement to any Tax Abatements (except if such Tax Abatement came into effect after the date of award of the Lease), and not including any late charges, interest or penalties. If a Tax Abatement comes into effect after the date of award of the Lease, "unadjusted Real Estate Taxes" are the full amount of Real Estate Taxes assessed for the Property for one full Tax Year, less the amount of such Tax Abatement, and not including any late charges, interest, or penalties.

7. Real Estate Tax Base is the unadjusted Real Estate Taxes for the first full Tax Year following the commencement of the Lease term. If the Real Estate Taxes for that Tax Year are not based upon a Full Assessment of the Property, then the Real Estate Tax Base shall be the Unadjusted Real Estate Taxes for the Property for the first full Tax Year for which the Real Estate Taxes are based upon a Full Assessment. Such first full Tax Year may be hereinafter referred to as the Tax Base Year. Alternatively, the Real Estate Tax Base may be an amount negotiated by the parties that reflects an agreed upon base for a Fully Assessed value of the Property.

8. The Property is deemed to be Fully Assessed (and Real Estate Taxes are deemed to be based on a Full Assessment) only when a

Taxing Authority has, for the purpose of determining the Lessor's liability for Real Estate Taxes, determined a value for the Property taking into account the value of all improvements contemplated for the Property pursuant to the Lease, and issued to the Lessor a tax bill or other notice of levy wherein the Real Estate Taxes for the full Tax Year are based upon such Full Assessment. At no time prior to the issuance of such a bill or notice shall the Property be deemed Fully Assessed.

9. Percentage of Occupancy refers to that portion of the Property exclusively occupied or used by the Government pursuant to the Lease.

For Buildings, the Percentage of Occupancy is determined by calculating the ratio of the RSF occupied by the Government pursuant to the Lease to the total RSF in the Building or Buildings so occupied and shall not take into account the Government's ancillary rights including, but not limited to, parking or roof space for antennas (unless facilities for such ancillary rights are separately assessed). This percentage shall be subject to adjustment to take into account increases or decreases for Space leased by the Government or for rentable space on the Property.

C. Adjustment for changes in Real Estate Taxes. After the Property is Fully Assessed, the Government shall pay its share of any increases and shall receive its share of any decreases in the Real Estate Taxes for the Property, such share of increases or decreases to be referred to herein as "tax adjustment." The amount of the tax adjustment shall be determined by multiplying the Government's Percentage of Occupancy by the difference between the current year Unadjusted Real Estate Taxes and the Real Estate Tax Base, less the portion of such difference not paid due to a Tax Abatement (except if a Tax Abatement comes into effect after the date of award of the Lease). If a Tax Abatement comes into effect after the date of award of the Lease, the amount of the tax adjustment shall be determined by multiplying the Government's Percentage of Occupancy by the difference between the current year Unadjusted Real Estate Taxes and the Real Estate Tax Base. The Government shall pay the tax adjustment in a single annual lump sum payment to the Lessor. In the event that this tax adjustment results in a credit owed to the Government, the Government may elect to receive payment in the form of a rental credit or lump sum payment.

1. If the Property contains more than one separately assessed parcel, then more than one tax adjustment shall be determined based upon the Percentage of Occupancy, Real Estate Tax Base, and Real Estate Taxes for each respective parcel.

2. After commencement of the Lease term, the Lessor shall provide to the LCO copies of all real estate tax bills for the Property, all documentation of Tax Abatements, credits, or refunds, if any, and all notices which may affect the assessed valuation of the Property, for the Tax Year prior to the commencement of the Lease Term, and all such documentation for every year following. Lessor acknowledges that the LCO shall rely on the completeness and accuracy of these submissions in order to establish the Real Estate Tax Base and to determine tax adjustments. The LCO may memorialize the establishment of the Real Estate Tax Base by issuing a unilateral administrative lease amendment indicating the base year, the amount of the Real Estate Tax Base, and the Government's Percentage of Occupancy.

3. The Real Estate Tax Base is subject to adjustment when increases or decreases to Real Estate Taxes in any Tax Year are attributable to (a) improvements or renovations to the Property not required by this Lease, or (b) changes in net operating income for the Property not derived from this Lease. If either condition results in a change to the Real Estate Taxes, the LCO may re-establish the Real Estate Tax Base as the Unadjusted Real Estate Taxes for the Tax Year the Property is reassessed under such condition, less the amount by which the Unadjusted Real Estate Taxes for the Tax Year prior to reassessment exceeds the prior Real Estate Tax Base.

4. If this Lease includes any options to renew the term of the Lease, or be otherwise extended, the Real Estate Tax Base for determining tax adjustments during the renewal term or extension shall be the last Real Estate Tax Base established during the base term of the

5. If any Real Estate Taxes for the Property are retroactively reduced by a Taxing Authority during the term of the Lease, the Government shall be entitled to a proportional share of any tax refunds to which the Lessor is entitled, calculated in accordance with this Paragraph.

Lessor acknowledges that it has an affirmative duty to disclose to the Government any decreases in the Real Estate Taxes paid for the Property during the term of the Lease. Lessor shall annually provide to the LCO all relevant tax records for determining whether a tax adjustment is due, irrespective of whether it seeks an adjustment in any Tax Year.

6. If the Lease terminates before the end of a Tax Year, or if rent has been suspended, payment for the real estate tax increase due because of this section for the Tax Year will be prorated based on the number of days that the Lease and the rent were in effect. Any credit due the Government after the expiration or earlier termination of the Lease shall be made by a lump sum payment to the Government or as a rental credit to any succeeding Lease, as determined in the LCO's sole discretion. Lessor shall remit any lump sum payment to the Government within 15 calendar days of payment or credit by the Taxing Authority to Lessor or Lessor’s designee.

If the credit due to the Government is not paid by the due date, interest shall accrue on the late payment at the rate established by the

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Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978, as amended (41 USC § 611), that is in effect on the day after the due date. The interest penalty shall accrue daily on the amount of the credit and shall be compounded in 30-day increments inclusive from the first day after the due date through the payment date. The Government shall have the right to pursue the outstanding balance of any tax credit using all such collection methods as are available to the United States to collect debts. Such collection rights shall survive the expiration of this Lease.

7. In order to obtain a tax adjustment, the Lessor shall furnish the LCO with copies of all paid tax receipts, or other similar evidence of payment acceptable to the LCO, and a proper invoice (as described in GSA Form 3517, General Clauses, 552.270-31, Prompt Payment) for the requested tax adjustment, including the calculation thereof. All such documents must be received by the LCO within 60 calendar days after the last date the real estate tax payment is due from the Lessor to the Taxing Authority without payment of penalty or interest. FAILURE TO SUBMIT THE PROPER INVOICE AND EVIDENCE OF PAYMENT WITHIN SUCH TIME FRAME SHALL CONSTITUTE A WAIVER OF THE LESSOR’S RIGHT TO RECEIVE A TAX ADJUSTMENT PURSUANT TO THIS

PARAGRAPH FOR THE TAX YEAR AFFECTED.

D. Tax Appeals. If the Government occupies more than 50 percent of the Building by virtue of this and any other Government Lease(s), the

Government may, upon reasonable notice, direct the Lessor to initiate a tax appeal, or the Government may elect to contest the assessed valuation on its own behalf or jointly on behalf of Government and the Lessor. If the Government elects to contest the assessed valuation on its own behalf or on behalf of the Government and the Lessor, the Lessor shall cooperate fully with this effort, including, without limitation, furnishing to the Government information necessary to contest the assessed valuation in accordance with the filing requirements of the Taxing Authority, executing documents, providing documentary and testimonial evidence, and verifying the accuracy and completeness of records. If the Lessor initiates an appeal at the direction of the Government, the Government shall have the right to approve the selection of counsel who shall represent the Lessor with regard to such appeal, which approval shall not be unreasonably withheld, conditioned or delayed, and the Lessor shall be entitled to a credit in the amount of its reasonable expenses in pursuing the appeal.

2.08 GSAR 552.270-16 ADJUSTMENT FOR VACANT PREMISES DEVIATION (SEP 2022)

A. If the Government fails to occupy any portion of the leased premises or vacates the premises in whole or in part prior to expiration of the term of the lease, the rental rate and the base for operating cost adjustments will be reduced using the figure specified in the “Rate for Adjustment for Vacant Leased Premises” paragraph of this Lease.

B. If no rate reduction has been established in this lease, the rate will be reduced by that portion of the costs per ABOA square foot of operating expenses not required to maintain the space.

C. Said reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the

Government occupies the vacant premises or the lease expires or is terminated.

2.09 OPERATING COSTS ADJUSTMENT (VA OCT 2024)

A. Beginning with the second year of the Lease and each year thereafter, the Government shall pay annual incremental adjusted rent for changes in costs for cleaning services, supplies, materials, maintenance, trash removal, landscaping, and certain administrative expenses attributable to occupancy.

A. Beginning with the second year of the Lease and each year thereafter, the Government shall pay annual incremental adjusted rent for changes in costs for cleaning services, supplies, materials, maintenance, trash removal, landscaping, water, sewer charges, heating, electricity, and certain administrative expenses attributable to occupancy.

B. The amount of adjustment will be determined by multiplying the base rate by the annual percent of change in the Cost of Living Index. The percent change will be computed by comparing the index figure published for the month prior to the Lease Term Commencement Date with the index figure published for the month prior which begins each successive 12-month period. For example, a Lease which commences in June of 2005 would use the index published for May of 2005, and that figure would be compared with the index published for May of 2006, May of 2007, and so on, to determine the percent change.