02 - VA Rolla MO Lease.pdf

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

REV (10/22)

LEASE NO. XX

Global Lease

GSA TEMPLATE L100 for VA (10/2022)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease (GSA Lease Template L100, 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 GSA Lease Proposal 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.

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 To Have and To Hold the said Premises with its appurtenances for the term beginning either upon MONTH DAY, YEAR or upon acceptance of the Premises as required by this Lease, whichever is later, 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

Date: ______________________________________________

WITNESSED FOR THE LESSOR BY:

Name: ____________________________________________

Title: ____________________________________________

Date: ____________________________________________

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

REV (10/21)

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. 3090-0163.

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 2022)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (OCT 2022)

1.04 LEASE ACQUISITION FEE

1.05 TERMINATION RIGHTS (OCT 2016)

1.06 RENEWAL RIGHTS (OCT 2016)

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2022)

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.09 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2022)

1.10 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012) INTENTIONALLY DELETED

1.11 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013) INTENTIONALLY DELETED

1.12 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2021)

1.13 REAL ESTATE TAX BASE (SEP 2013)

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 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

1.18 BUILDING IMPROVEMENTS (MAR 2016)

1.19 HUBZONE SMALL BUSINESS CONCERNS ADDITIONAL PERFORMANCE REQUIREMENTS (MAR 2012)

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2022)

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2022)

2.04 WAIVER OF RESTORATION (OCT 2021)

2.05 PAYMENT OF BROKER (OCT 2021)

2.06 CHANGE OF OWNERSHIP/NOVATION (OCT 2021)

2.07 REAL ESTATE TAX ADJUSTMENT (JUN 2012)

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

2.09 OPERATING COSTS ADJUSTMENT (JUN 2012)

2.10 ADDITIONAL POST-AWARD FINANCIAL AND TECHNICAL DELIVERABLES (JUN 2012)

2.11 RELOCATION ASSISTANCE ACT (APR 2011)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (OCT 2022)

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 2019)

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 (OCT 2022)

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 (OCT 2022)

3.13 FIRE ALARM SYSTEM (SEP 2013)

3.14 ENERGY INDEPENDENCE AND SECURITY ACT (MAR 2016)

3.15 ELEVATORS (OCT 2020)

3.16 BUILDING DIRECTORY (OCT 2021)

3.17 FLAGPOLE (SEP 2013)

3.18 DEMOLITION (JUN 2012)

3.19 ACCESSIBILITY (FEB 2007)

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 2022)

3.25 PARTITIONS: PERMANENT (OCT 2022)

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

3.27 WALL FINISHES – SHELL (SEP 2015)

3.28 PAINTING – SHELL (OCT 2019)

3.29 FLOORS AND FLOOR LOAD (OCT 2019)

3.30 FLOOR COVERING AND PERIMETERS – SHELL (OCT 2022)

3.31 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011)

3.32 BUILDING SYSTEMS (APR 2011)

3.33 ELECTRICAL (OCT 2019)

LEASE NO. XX, PAGE 4 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

3.34 ADDITIONAL ELECTRICAL CONTROLS (JUN 2012)

3.35 PLUMBING (JUN 2012)

3.36 DRINKING FOUNTAINS (OCT 2018)

3.37 RESTROOMS (OCT 2022)

3.38 PLUMBING FIXTURES: WATER CONSERVATION (OCT 2022)

3.39 JANITOR CLOSETS (SEP 2015)

3.40 HEATING, VENTILATION, AND AIR CONDITIONING - SHELL (OCT 2022)

3.41 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2015)

3.42 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.43 LIGHTING: : INTERIOR AND PARKING - SHELL (OCT 2022)

3.44 ACOUSTICAL REQUIREMENTS (OCT 2022)

3.45 SECURITY FOR NEW CONSTRUCTION (OCT 2022)

3.46 SEISMIC SAFETY FOR NEW CONSTRUCTION (OCT 2020)

3.47 FIRE PROTECTION FOR NEW CONSTRUCTION (APR 2015)

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

3.49 GREEN BUILDING RATING CERTIFICATION FOR TENANT INTERIORS (OCT 2016)

3.50 INDOOR AIR QUALITY DURING CONSTRUCTION (OCT 2021)

3.51 SYSTEMS COMMISSIONING (OCT 2021)

3.52 DUE DILIGENCE AND NATIONAL ENVIRONMENTAL POLICY ACT REQUIREMENTS – LEASE (SEP 2014)

3.53 NATIONAL HISTORIC PRESERVATION ACT REQUIREMENTS - LEASE (SEP 2014)

3.54 DESIGN EXCELLENCE – LEASE (OCT 2016)

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (OCT 2022)

4.02 CONSTRUCTION DOCUMENTS (OCT 2022)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (OCT 2022)

4.04 BUILDING SPECIFIC AMORTIZED CAPITAL (BSAC) PRICE PROPOSAL (OCT 2022) INTENTIONALLY DELETED

4.05 GREEN LEASE SUBMITTALS (OCT 2021)

4.06 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (OCT 2022)

4.07 PROGRESS REPORTS (OCT 2020)

4.08 CONSTRUCTION INSPECTIONS (SEP 2015)

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 (OCT 2021)

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

4.14 SEISMIC RETROFIT (SEP 2013)

4.15 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2022)

4.16 GOVERNMENT PROJECT MANAGEMENT SYSTEM (OCT 2022)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 TENANT IMPROVEMENT SPECIFICATIONS (SEP 2015) INTENTIONALLY DELETED

5.03 FINISH SELECTIONS (SEP 2015)

5.04 WINDOW COVERINGS (JUN 2012)

5.05 DOORS:

5.06 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 (OCT 2022)

5.10 WALL FINISHES (OCT 2019)

5.11 PAINTING – TI (OCT 2022)

5.12 FLOOR COVERINGS AND PERIMETERS (OCT 2022)

5.13 HEATING AND AIR CONDITIONING (JUN 2012) INTENTIONALLY DELETED

5.14 ELECTRICAL: DISTRIBUTION (SEP 2015)

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 (OCT 2022)

5.19 40

5.19 LIGHTING: INTERIOR AND PARKING – TI (SEP 2015)

5.20 AUTOMATIC FIRE SPRINKLER SYSTEM - TI (OCT 2016)

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

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

6.02 UTILITIES (APR 2011)

6.03 UTILITIES SEPARATE FROM RENTAL/BUILDING OPERATING PLAN (OCT 2020)

6.04 UTILITY CONSUMPTION REPORTING (OCT 2016)

LEASE NO. XX, PAGE 5 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

6.05 HEATING AND AIR CONDITIONING (OCT 2020)

6.06 OVERTIME HVAC USAGE (OCT 2020)

6.07 JANITORIAL SERVICES (OCT 2021)

6.08 SELECTION OF CLEANING PRODUCTS (OCT 2022)

6.09 SELECTION OF PAPER PRODUCTS (OCT 2022)

6.10 SNOW REMOVAL (OCT 2020)

6.11 MAINTENANCE AND TESTING OF SYSTEMS (OCT 2022)

6.12 MAINTENANCE OF PROVIDED FINISHES (OCT 2016)

6.13 ASBESTOS ABATEMENT (OCT 2021)

6.14 ONSITE LESSOR MANAGEMENT (APR 2011)

6.15 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.16 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.17 LANDSCAPING (OCT 2022)

6.18 LANDSCAPE MAINTENANCE (APR 2011)

6.19 RECYCLING (OCT 2021)

6.20 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

6.21 SAFEGUARDING AND DISSEMINATION OF CONTROLLED UNCLASSIFIED INFORMATION (CUI) BUILDING INFORMATION (OCT 2022)

6.22 INDOOR AIR QUALITY (OCT 2019)

6.23 RADON IN AIR (OCT 2016)

6.24 RADON IN WATER (JUN 2012)

6.25 HAZARDOUS MATERIALS (SEP 2013)

6.26 MOLD (OCT 2021)

6.27 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.28 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 MODIFIED LEASE PARAGRAPHS (OCT 2016)

7.03 ADDENDUM TO GSA FORM 3517B, GENERAL CLAUSES, NO FEDERALLY ELECTED OFFICIALS TO BENEFIT (OCT 2018)

INTENTIONALLY DELETED

7.04 DAILY OCCUPANCY DATA (OCT 2021)

7.05 PROVISIONAL ACCEPTANCE (FEB 2021)

7.06 OFF-PREMISES IMPROVEMENTS

7.07 FIRE AND CASUALTY DAMAGE

7.08 AGENCY SPECIFIC REQUIREMENTS SHALL PREVAIL

7.09 CHANGE IN KEY PERSONNEL DURING POST-AWARD

7.10 CHANGE MAJOR SUBCONTRACTORS DURING POST-AWARD

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 2022)

The Premises are described as follows:

A. Office and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of office and related 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. Office and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of office and related 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 (OCT 2022)

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

FIRM TERM NON FIRM TERM

ANNUAL RENT ANNUAL RENT

SHELL RENT1 $XXX,XXX.XX $XXX,XXX.XX

OPERATING COSTS2 $ XXX,XXX.XX $ XXX,XXX.XX

TENANT IMPROVEMENTS RENT3 $ XXX,XXX.XX $0.00

BUILDING SPECIFIC AMORTIZED CAPITAL (BSAC)4 $ XXX,XXX.XX $0.00

PARKING5 $ XXX,XXX.XX $ XXX,XXX.XX

TOTAL ANNUAL RENT6 $XXX,XXX.XX $XXX,XXX.XX

1Shell rent calculation:

(Firm Term) $XX per RSF multiplied by the RSF stated under Paragraph 1.01 (Non Firm Term) $XX per RSF multiplied by the RSF stated under Paragraph 1.01

2Operating Costs rent calculation: $XX per RSF multiplied by the RSF stated under Paragraph 1.01 3Tenant Improvements of $XX are amortized at a rate of X percent per annum over XX years.

4Building Specific Amortized Capital (BSAC) of $XX are amortized at a rate of X percent per annum over XX years 5Parking costs described under sub-paragraph B below 6Total Annual Rent does not reflect reduction for free rent (if applicable). See subparagraph C below.

B. Parking shall be provided at a rate of $XX per parking space per month (structured/inside), and $XX per parking space per month (surface/outside).

C. The Lessor has offered free rent for the first XX (X) months of the Lease (free rent includes shell, operating, TI, BSAC 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. In instances where the Lessor amortizes either the TI or Building Specific Amortized Capital (BSAC) for a period exceeding the Firm Term of the Lease, should the Government terminate the Lease after the Firm Term or does not otherwise renew or extend the term beyond the Firm Term, the Government shall not be liable for any costs, including unamortized costs beyond the Firm Term.

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.

F. Rent is subject to adjustment based upon the final Tenant Improvement (TI) cost to be amortized in the rental rate, as agreed upon by the parties subsequent to the Lease Award Date.

G. Rent is subject to adjustment based on the final Building Specific Amortized Capital (BSAC) cost to be amortized in the rental rate, as agreed upon by the parties subsequent to the Lease Award Date.

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 (with the exclusion of XX), maintenance required for the proper operation of the Property, the Building, and the Leased 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. The Government shall be responsible for paying the cost of XX directly to the utility provider. The Lessor shall ensure that such utilities are separately metered. The Lessor shall provide and install as part of shell rent, separate meters for utilities. Sub-meters are not acceptable. The Lessor shall furnish in writing to the LCO, prior to occupancy by the Government, a record of the meter numbers and verification that the meters measure Government usage only. Proration is not permissible. In addition, an automatic control system shall be provided to assure compliance with heating, ventilation, and air conditioning requirements.

K. For succeeding Leases with an incumbent Lessor where the Government is currently in occupancy and possession of the leased Premises and where the Lease requires the Lessor to perform alterations using either the TIA or BSAC, the amortized tenant improvement rent and/or BSAC rent will not commence until the alterations are complete and accepted by the Government. Upon acceptance of these improvements, the Government will commence payment of the tenant improvement and/or BSAC rent as stipulated under the Lease, in addition to payment of the tenant improvement and/or BSAC rent for the period starting from the Lease Term Commencement Date to the date of tenant improvements/BSAC acceptance by the Government (such rent payment will not include any additional interest). Alternatively, the Government may elect to re-amortize the tenant improvements/BSAC over the remaining Firm Term of the Lease, at the amortization rate stipulated in the Lease. In the event the Government does not use all the TIA or BSAC, then the rental payments will be adjusted in accordance with the provisions of the Lease (e.g., de-amortization).

1.04 LEASE ACQUISITION FEE

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 Carpenter/Robbins Commercial Real Estate, Inc. 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 Carpenter/Robbins Commercial Real Estate, Inc. 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 Carpenter/Robbins Commercial Real Estate, Inc. in the amount of a percentage equal to ______ percent (X.XX%) of the total contract value of the lease term to 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 tenant improvement allowance (or appl icable amortization). The total contract value that will be used to determine the _______ percent (X.XX%) 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 [Broker Name] 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 [Broker Name] within thirty (30) calendar days following the earlier to occur of VA’s acceptance of space or commencement of rent payments.

LEASE NO. XX, PAGE 8 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

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 [Broker Name] 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 [Broker Name] 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 TERMINATION RIGHTS (OCT 2016)

The Government may terminate this Lease, in whole or in parts, at any time effective after the Firm Term of this Lease, by providing not less than XX days’ prior written notice to the Lessor. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice, whichever is later. No rental shall accrue after the effective date of termination.

1.06 RENEWAL RIGHTS (OCT 2016)

A. This Lease may be renewed at the option of the Government for a term of XX YEARS at the following rental rate(s):

provided notice is given to the Lessor at least XX days before the end of the original Lease term or any extension thereof; all other terms and conditions of this Lease, as same may have been amended, shall remain in full force and effect during any renewal term.

B. Termination rights outlined in the “Termination Rights” paragraph apply to all renewal terms.

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2022)

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

DOCUMENT NAME No. of Pages

Lease No. GS-XXP-LXXXXXXX (Template L100)

Appendix A – Agency Specific Requirements

Appendix A.1 – Program for Design

Appendix A.2 – Room Contents List

Appendix A.3 – Lease Design Narrative

Appendix A.4 – Additional Project Requirements

Appendix A.5 – Facility Security Level Requirements

Appendix B – Conceptual Floor Plan

Appendix C – Janitorial Services

Offering Entity Acknowledgement Form

Offeror Proposal Compliance Matrix

Proposal to Lease Space (GSA Form 1364)

Attachment No. 1 to GSA Form 1364

GSA Form 1217 – Lessor's Annual Cost Statement

Form VA 10091 – VA-FSC Vendor File Request Form

Past Performance Questionnaire

SF-330 – Architect-Engineer Qualifications

GSA Form 527 – Contractor’s Qualifications and Financial Information

VA Handbook 6500 (Appendix D) – VA Rules of Behavior

VA Handbook 6500.6 – Information Security Program

GSA Form 3517B – General Clauses/Modified General Clauses

GSA Form 12000 for Prelease Fire Protection and Life Safety Evaluation for an Office Building (Part A or Part B) (See Section 3 for applicable requirements)

Seismic Offer Forms

Certification of Building Energy Performance

Phelps County Wage Determination

Small Business Subcontracting Plan

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

OPTION TERM, YEARS XX - XX

ANNUAL RENT ANNUAL RATE / RSF

SHELL RENTAL RATE $XX $XX

OPERATING COSTS

OPERATING COST BASE SHALL CONTINUE

FROM THE EFFECTIVE YEAR OF THE LEASE.

OPTION TERM IS SUBJECT TO CONTINUING

ANNUAL ADJUSTMENTS.

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

A. The Tenant Improvement Allowance (TIA) for purposes of this Lease is $XX.XX per ABOA SF. The TIA is the amount that the Lessor shall make available for the Government to be used for TIs. This amount is amortized in the rent over the Firm Term of this Lease at an annual interest rate of X percent.

B. The Government, at its sole discretion, shall make all decisions as to the use of the TIA. The Government may use all or part of the TIA. The Government may return to the Lessor any unused portion of the TIA in exchange for a decrease in rent according to the agreed-upon amortization rate over the Firm Term.

C. The Government may elect to make lump sum payments for any or all work covered by the TIA. That part of the TIA amortized in the rent shall be reduced accordingly. At any time after occupancy and during the Firm Term of the Lease, the Government, at its sole discretion, may elect to pay lump sum for any part or all of the remaining unpaid amortized balance of the TIA. If the Government elects to make a lump sum payment for the TIA after occupancy, the payment of the TIA by the Government will result in a decrease in the rent according to the amortization rate over the Firm Term of the Lease.

D. If it is anticipated that the Government will spend more than the identified TIA, the Government may elect to:

1. Reduce the TI requirements;

2. Pay lump sum for the overage upon substantial completion in accordance with the “Acceptance of Space and Certificate of

Occupancy” paragraph;

3. Negotiate an increase in the rent.

A. The Lessor has agreed to total TI pricing of $XX,XXX based on the Agency’s Requirements and design schematic included in Exhibit X. This amount is amortized in the rent over the Firm Term of this Lease at an interest rate of X percent per year.

B. The TI Unit Prices listed in Exhibit X will be used to make the adjustment for variances between TI turnkey pricing based on the Agency’s Requirements and the approved design intent drawings. The prices quoted will also be used to order alterations during the fi rst year of the Lease. The prices quoted shall be the cost to furnish, install, and maintain each item, unless otherwise specified. These prices may be indexed or renegotiated to apply to subsequent years of the Lease upon mutual agreement of the Lessor and the Government. Final rent calculations will be reconciled and the Lease will be amended after acceptance of the Space.

C. The Government may elect to make lump sum payments for any or all work covered by the TI scope. That part of the TI amortized in the rent shall be reduced accordingly. At any time after occupancy and during the Firm Term of the Lease, the Government, at its sole discretion, may elect to pay lump sum for any part or all of the remaining unpaid amortized balance of the TI. If the Government elects to make a lump sum payment for the TI after occupancy, the payment of the TI by the Government will result in a decrease in the rent according to the amortization rate over the Firm Term of the Lease.

A. The Lessor has agreed to total TI pricing of $XX,XXX based on the approved DIDs included in Exhibit X. This amount is amortized in the rent over the Firm Term of this Lease at an interest rate of X percent per year.

B. The Government shall have the right to make lump sum payments for any or all work covered by the TI scope. That part of the TI amortized in the rent shall be reduced accordingly. At any time after occupancy and during the Firm Term of the Lease, the Government, at its sole discretion, may elect to pay lump sum for any part or all of the remaining unpaid amortized balance of the TI. If the Government elects to make a lump sum payment for the TI after occupancy, the payment of the TI by the Government will result in a decrease in the rent according to the amortization rate over the Firm Term of the Lease.

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

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 2022)

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 OR % OF TI CONSTRUCTION

COSTS)

$XX OR XX%

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

1.10 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012) INTENTIONALLY DELETED

1.11 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013) INTENTIONALLY DELETED

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

1.12 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2021)

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 REAL ESTATE TAX BASE (SEP 2013)

The Real Estate Tax Base, as defined in the “Real Estate Tax Adjustment” paragraph of the Lease is $XX. Tax adjustments shall not occur until the tax year following lease commencement has passed.

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.

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 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: [XX AM to XX 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.

1.18 BUILDING IMPROVEMENTS (MAR 2016)

Before the Government accepts the Space, the Lessor shall complete the following additional Building improvements:

A. _______________ B. _______________ C. _______________

1.19 HUBZONE SMALL BUSINESS CONCERNS ADDITIONAL PERFORMANCE REQUIREMENTS (MAR 2012)

If the Lessor is a qualified HUBZone small business concern (SBC) that did not waive the price evaluation preference then as required by 13 C.F.R.

126.700, the HUBZone SBC must spend at least 50% of the cost of the contract incurred for personnel on its own employees or employees of other qualified HUBZone SBC’s and must meet the performance of the work requirements for subcontracting in 13 C.F.R. § 125.6(c). I f the Lessor is a HUBZone joint venture, the aggregate of the qualified HUBZone SBC’s to the joint venture, not each concern separately, must perform the applicable percentage of work required by this clause.

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI)

UEI: XXXXXXXXXXXX

LEASE NO. XX, PAGE 11 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2022)

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. Appurtenant Areas. Appurtenant Areas are defined as 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.

B. Broker. If VA awarded this Lease using a contract real estate broker, Broker shall refer to VA's broker.

C. Building. Building(s) situated on the Property in which the Premises are located.

D. INTENTIONALLY DELETED

E. Common Area Factor. The “Common Area Factor” (CAF) is 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.

F. Contract. “Contract” shall mean this Lease.

G. Contractor. “Contractor” shall mean Lessor.

H. Days. All references to “day” or “days” in this Lease shall mean calendar days, unless specified otherwise.

I. FAR. All references to the FAR shall be understood to mean the Federal Acquisition Regulation, codified at 48 CFR Chapter 1.

J. Firm Term/Non-Firm Term. The Firm Term is that part of the Lease term that is not subject to termination rights. The Non-Firm Term is that part of the Lease term following the end of the Firm Term.

K. GSAR. All references to the GSAR shall be understood to mean the GSA supplement to the FAR, codified at 48 CFR Chapter 5.

L. Lease Term Commencement Date. The date on which the lease term commences.

M. Lease Award Date. The date the LCO executes the Lease and mails or otherwise furnishes written notification of the executed Lease to the successful Offeror (date on which the parties’ obligations under the Lease begin).

N. Premises. The Premises are defined as the total Occupant Area or other type of Space, together with all associated common areas, described in Section 1 of this Lease, and delineated by plan in the attached exhibit. Parking and other areas to which the Government has rights under this Lease are not included in the Premises.

O. Property. 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.

P. Rentable Space or Rentable Square Feet (RSF). Rentable Space is 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. The Rentable Space may include a share of Building support/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 rooms. The Rentable Space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Rentable Square Feet is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.) included in the Premises: ABOA SF of Space x (1 + CAF) = RSF.

Q. Space. The Space shall refer to that part of the Premises to which the Government has exclusive use, such as Occupant Area, or other type of Space. Parking areas to which the Government has rights under this Lease are not included in the Space.

R. Occupant Area. For the purposes of this Lease, Space shall be measured in accordance with the standard (Z65.1-2017) provided by American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) for Occupant Area, which means “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. References to ABOA mean ANSI/BOMA Occupant Area.

S. Working Days. Working Days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays.

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

LEASE NO. XX, PAGE 12 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

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 (OCT 2022)

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, GSA Form 300, Order for Supplies or Services, or a tenant agency-approved form when specifically authorized to do so 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 by the LCO or a warranted contracting officer’s representative (COR) in VA or the tenant agency when specifically authorized to do so by the LCO, subject to the threshold limitation below.

B. Orders for alterations issued by an authorized COR are limited to no more than $250,000 (LCOs are not subject to this threshold). This threshold will change according to future adjustments of the simplified acquisition threshold (see FAR 2.101). The LCO will provide the Lessor with a list of tenant agency officials authorized to place orders and will specify any limitations on the authority delegated to tenant agency officials. The tenant agency officials are not authorized to deal with the Lessor on any other matters.

C. The Lessor may be required to use the Government’s project management system, as outlined in Lease paragraph entitled “Government Project Management System.”

D. Payments for alterations ordered by the tenant agency under the authorization described in sub-paragraph B will be made directly by the tenant agency placing the order.

2.04 WAIVER OF RESTORATION (OCT 2021)

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.

2.05 PAYMENT OF BROKER (OCT 2021)

In accordance with RLP Paragraph 1.14, the Lessor shall pay the Government’s Broker [Broker Name], the total lease acquisition fee amount of

Seventy-five percent (75%) of the lease acquisition fee shall be paid to [Broker Name] 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 [Broker Name] 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 2021)

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 Lease.

LEASE NO. XX, PAGE 13 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100 for VA

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 (JUN 2012)

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:

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).

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.

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.

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.

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.

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.

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 fi rst 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.

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.

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…