1 Sample Lease.pdf

LEASE NO. DACA675XXXXXXX00 LESSOR: ______ GOVERNMENT: ________

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U. S. GOVERNMENT LEASE NO. DACA675XXXXXXX00

Prior Lease No. DACA675XXXXXXX00

TAX ID # (TIN or Last 4 SSN):

DUNS # (per SAM):

CAGE Code #:

A sf N sf

AF sf AFR sf MC sf

ANG sf ARNG sf

TOTAL sf

FOR GOVERNMENT PURPOSES ONLY:

GREX No.

Child Lease No. DACA675XXXXXXX00 (OPTIONAL)

Select Option

[Insert Lessor’s Full Legal Name]

(“Lessor”), whose principal place of business is [Insert Lessor’s Address], and whose interest in the Property described herein is that of Fee Owner, and

The United States of America

(“Government”), acting by and through the designated representative of the U.S. Army Corps of Engineers (USACE), upon the terms and conditions set forth herein.

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

[Insert Address of Property to be Leased] and more fully described in Section 1.01, The Premises, and Exhibit B, Floor Plan, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by USACE.

LEASE TERM

To Have and to Hold the said Premises with its appurtenances for the term beginning on [Date] through [Date], subject to termination and renewal rights as may be hereinafter set forth. The Government’s obligation and legal liability for performance of this Lease beyond 30 September of any year during the term of this Lease is contingent upon the availability of annually appropriated funds. Nothing in this Lease shall constitute, or be deemed to constitute, an obligation of future appropriations by the United States or considered as implying that the Congress will appropriate additional funds. SAMPLE

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SUCCESSION FROM PREVIOUS LEASE

It is mutually understood and agreed that except as otherwise provided, the premises covered by this lease as described in Paragraph 1.01, of this lease, are the identical premises covered by U.S. Government Lease No.: [Insert previous lease number], dated [Date], together with Supplemental Agreements and Notices thereto, which expires [Date], and the Government’s tenure of the demised premises has been uninterrupted and continuous. All manner of actions, liability and claims arising out of said lease and the occupation by the Government of the demised premises shall be resolved under the authority and terms and conditions of this lease.

The Lessor hereby remises, releases and forever discharges the Government, its officers, agents, and employees of and from any and all manner of actions, liability and claims against the Government, its officers, agents, and employees which the Lessor has or ever will have for the restoration of said premises as altered during the term of the afore mentioned lease, together with Supplemental Agreements and Notices thereto, or by reason of any other matter, cause or thing whatsoever, particularly arising out the Government’s occupation of the premises under said lease.

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 execution by the Government.

THIS LEASE IS NOT SUBJECT TO TITLE 10, UNITED STATES CODE, SECTION 2662.

LESSOR:

(Insert Lessor’s name as it appears in SAM)

Signature:

Name (please print):

Title:

Date:

GOVERNMENT:

Signature:

Name (please print): Patricia M. Fatherree

Title: Chief, Realty Services Branch, Real Estate Contracting Officer

Execution Date:

SAMPLE

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TABLE OF CONTENTS

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES

1.02 RENT AND OTHER CONSIDERATION

1.03 TERMINATION RIGHTS

1.04 INTENTIONALLY DELETED

1.05 CONDITION REPORT

1.06 DOCUMENTS INCORPORATED IN THE LEASE

1.07 NOTICES

1.08 INTENTIONALLY DELETED

1.09 INSURANCE CERTIFICATION

1.10 INTENTIONALLY DELETED

1.11 LESSOR’S DUNS NUMBER

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS

2.02 AUTHORIZED REPRESENTATIVES

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT

2.04 FIRE AND CASUALTY

2.05 DEFAULT BY LESSOR

2.06 INTEGRATED AGREEMENT

2.07 MUTUALITY OF OBLIGATION

2.08 COMPLIANCE WITH APPLICABLE LAW

2.09 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT

2.10 CLAUSES INCORPORATED BY REFERENCE

2.11 WAIVER OF RESTORATION

2.12 CHANGE OF OWNERSHIP

2.13 EMERGENCY MAINTENANCE AND REPAIRS

2.14 OWNERSHIP CERTIFICATION

2.15 DAMAGES

2.16 GRATUITIES TO GOVERNMENT EMPLOYEES

2.17 OFFICIAL(S) NOT TO BENEFIT

2.18 LESSOR INSURANCE

SECTION 3 CONSTRUCTION SPECIFICATIONS / ALTERATIONS

3.01 WORK PERFORMANCE

3.02 INTENTIONALLY DELETED

3.03 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER

3.04 QUALITY AND APPEARANCE OF BUILDING

3.05 MEANS OF EGRESS

3.06 AUTOMATIC FIRE SPRINKLER SYSTEM

3.07 FIRE ALARM SYSTEM

3.08 BUILDING DIRECTORY

3.09 INTENTIONALLY DELETED

3.10 INTENTIONALLY DELETED

3.11 ACCESSIBILITY

3.12 MECHANICAL, ELECTRICAL, PLUMBING GENERAL

3.13 INTENTIONALLY DELETED

3.14 DUE DILIGENCE AND NATIONAL ENVIRONMENTAL POLICY ACT REQUIREMENTS – LEASE

3.15 NATIONAL HISTORIC PRESERVATION ACT REQUIREMENTS - LEASE

SECTION 4 INTENTIONALLY DELETED

4.01 INTENTIONALLY DELETED

4.02 INTENTIONALLY DELETED

4.03 INTENTIONALLY DELETED

4.04 INTENTIONALLY DELETED

SECTION 5 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM

5.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS

5.02 UTILITIES SEPARATE FROM RENTAL

5.03 MAINTENANCE AND TESTING OF SYSTEMS

5.04 ONSITE LESSOR MANAGEMENT

5.05 RANDOLPH-SHEPPARD COMPLIANCE

5.06 INDOOR AIR QUALITY

5.07 HAZARDOUS MATERIALS

5.08 MOLD

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5.09 INTENTIONALLY DELETED

5.10 INTENTIONALLY DELETED

SECTION 6 DISPUTES

6.01 DISPUTES

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SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES

The Lessor hereby Leases to the Government the following described Premises: Exclusive use of approximately [Insert Number of Square Feet] rentable square feet (“RSF”) of space located at [Insert Address] as more particularly shown on Exhibit B, Floor Plan, attached hereto and made a part hereof, to be used for Government purposes. It is also understood and agreed that the Lessor shall provide adequate designated parking for [Insert Number] Government vehicles, both during the day and overnight in the areas within the Lessor’s property as shown and marked on Exhibit C, Site/Parking Plan, attached hereto and made a part hereof. The Government shall have unrestricted access to the Premises 24 hours per day, 7 days per week and shall have the non-exclusive right to the use of Appurtenant Areas as defined in Section 2.01, Definitions and General Terms.

1.02 RENT AND OTHER CONSIDERATION

The Government shall pay the Lessor annual rent of [INSERT AMOUNT] DOLLARS AND [INSERT AMOUNT] CENTS ($[Insert Amount]) at the rate of [INSERT AMOUNT] DOLLARS AND [INSERT AMOUNT] CENTS ($[Insert Amount]) per calendar month in arrears.

Annual Monthly Base Rent $ $

Operating Costs $ $ Total $ $

Consideration for a lesser period shall be prorated. Rent shall be paid to Lessor by electronic funds transfer in accordance with the provisions of the General Clauses, GSA Form 3517A, attached hereto and made a part hereof as Exhibit A. Rent shall be payable to the payee designated by the Lessor in the System for Award Management (SAM). If the payee is different from the Lessor, both payee and Lessor must be registered and active in SAM.

The Lessor shall provide to the Government, in exchange for the payment of the rental consideration, the following:

A. The leasehold interest in the Property described herein in Section 1.01, The Premises.

B. Tenantable premises that comply with applicable building codes and standards, including fire alarm and safety equipment (as provided in this Lease and its Exhibits). Performance and/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.

C. The Lessor, at its sole cost, shall provide and install separate meters for utilities. Sub-meters are not acceptable. The Lessor shall furnish in writing to the Real Estate Contracting Officer (RECO), 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. The Lessor is to provide utilities and communications connections to demarcation points within the Premises. In addition, an automatic control system shall be provided to assure compliance with heating and air conditioning requirements. The Lessor shall certify that the mechanical equipment, Building systems, and the utilities are in good serviceable and operating condition. The Lessor is responsible for providing, maintaining and repairing all systems, equipment, fixtures, and appurtenances necessary for the provision and use of the below services:

☐ Electricity ☐ Gas ☐ Heating oil ☐ Water ☐ Sanitary sewer ☐ Trash removal ☐ High-speed internet ☐ Phone service ☐ Power to adequately light recruiting sign ☐ Other ___________

Payment by Lessor for the following utilities or services (to be provided 24 hours per day, 7 days per week, including holidays):

☐ Heating oil ☐ Electricity ☐ Gas ☐ Water ☐ Sanitary sewer ☐ Trash removal ☐ Janitorial ☐ Other [Insert Utility or Service]

D. Maintenance of the Premises and common areas and all related insurance, including:

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Common area maintenance, including but not limited to, private streets and driveways, curbs, parking areas, service alleys, loading areas, retaining walls, sidewalks, landscaping, lighting, hallways, restrooms, stairwells, lobbies, and elevators;

Replace stained/damaged ceiling tiles during the term of the Lease, as necessary;

Replacement of all light bulbs, L.E.D.’s, fluorescent tubes, starters and ballasts to provide a minimum 50-foot candles of illumination at working surface height in all office spaces. All other nonworking areas will have a minimum of 30-foot candles of illumination at floor level;

Maintenance of exit signs; emergency lighting; portable fire extinguishers; and, fire protection networks, such as sprinkler systems and alarms, which meet fire protection standards established by applicable state statutes, fire regulations, building codes and local ordinances.

This includes, but is not limited to, the inspection, recharging, annual backflow testing and, if necessary, replacement of fire extinguishers.

Replacement with long-life lithium batteries in smoke detectors. Equipment, services or utilities furnished, and activities of other occupants, shall be free of safety, health and fire hazards.

E. The Lessor is responsible for providing, maintaining (including the replacement of air filters as needed) and repairing the heating, ventilation and air conditioning (HVAC) systems, equipment, fixtures, and appurtenances capable of maintaining a minimum temperature of 70 degrees Fahrenheit during the heating season and a maximum temperature of 78 degrees Fahrenheit during the cooling season.

The Lessor shall conduct HVAC system balancing after any HVAC system alterations during the term of the Lease and as requested by the Government. Normal maintenance of the HVAC systems shall not disrupt Government operations.

F. During working hours in periods of heating and cooling, ventilation shall be provided in accordance with the latest edition of the American National Standards Institute, American Society of Heating, Refrigeration and Air-Conditioning Engineers (ANSI/ASHRAE) Standard 62.1, Ventilation for Acceptable Indoor Air Quality.

G. Heating and air-conditioning air distribution systems (air handling units, VAV boxes, fan coil units, etc.) for the Space shall be equipped with particulate matter air filters that meet the Minimum Efficiency Reporting Value (MERV) specified in the current edition of ANSI/ASHRAE Standard 62.1. Locations that do not meet the EPA National Ambient Air Quality Standards (NAAQS) for particulates (PM 10 or PM 2.5) must be equipped with additional filtration on outdoor air intakes as required in ANSI/ASHRAE Standard 62.1. NAAQS information can be found at HTTPS://WWW.EPA.GOV/GREEN-BOOK.

H. Provide means for mail delivery (e.g. cluster box within the center’s property). An individual box is required for each Military Service Branch, if more than one Military Service Branch is located at the Premises. Mail slots are not acceptable.

I. Provide pest and rodent control measures and pesticides that conform to local health department regulations to keep the Premises free from pests and in a tenantable condition, including emergency treatment as necessary.

J. Service and maintain any interior and exterior signs. Service and maintenance shall include, but shall not be limited to: washing and cleaning of all sign surfaces, as needed; repainting the sides of each letter, as required; replacing all electrical and neon components, as required; and repair or replacement of broken or damaged plastic, as required. Remove any Government signs, perforated window graphics and lettering within thirty (30) days after the space is vacated by the Government.

K. Remove snow, ice, and any excess sand/ice melts from parking lots, sidewalks, and other areas as necessary in a timely manner. In addition to snow removal, the Lessor shall keep the walkways, sidewalks, and the parking lot clear of ice during normal business hours.

Lessor shall take all appropriate measures to protect the safety of the pedestrians.

L. Lawn care as required. Landscape maintenance shall be performed during the growing season at not less than a weekly cycle and shall consist of watering, weeding, mowing, and policing the area to keep it free of debris. Pruning and fertilization shall be done on an as-needed basis. In addition, dead, dying, or damaged plants shall be replaced promptly.

M. Provide janitorial services and supplies as more particularly described in Exhibit D, Janitorial Specifications, attached hereto and made a part hereof.

1.03 TERMINATION RIGHTS

The Government may terminate this Lease, in whole or in parts, at any time effective after [Insert Day, Month, Year], by providing not less than ninety (90) 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. If the Lease is terminated in whole, no rental shall accrue after the effective date of termination. If the Lease is terminated in part, the rental due after the effective date of termination shall be adjusted and a Supplemental Agreement executed.

1.04 INTENTIONALLY DELETED

https://www.epa.gov/green-book

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1.05 CONDITION REPORT

A joint physical inspection of the Premises shall be made as of the delivery date of said Premises, reflecting the then present condition, and will be documented on behalf of the parties hereto. Upon expiration or termination of this Lease, a final inspection shall be conducted by representatives of both the Lessor and the Government.

1.06 DOCUMENTS INCORPORATED IN THE LEASE

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

DOCUMENT NAME

EXHIBIT

General Clauses, GSA Form 3517A A Floor Plan B Site/Parking Plan(s) C Janitorial Specifications (note: delete if not applicable) D Certificate of Authorization (note: delete if not applicable) E SAM Representations and Certifications, GSA Form 3518 F Other G

Whereas the terms of the aforementioned documents and the Lease may conflict, the terms of this Lease shall control.

1.07 NOTICES

Any notice under this Lease is to be given in writing and delivered by “Certified Mail, Return Receipt Requested” or registered mail, Express Mail or comparable service, or delivered by hand and delivery, whether accepted or refused, attempted delivery, or marked undeliverable, shall be deemed notice under the terms of this Lease. Any notice given by the Lessor to the Government shall be addressed to: Department of the Army, Corps of Engineers, Seattle District, ATTN: CENWS-RE-RES, 4735 East Marginal Way South, Building 1202, Seattle, WA 98134-2388, whose telephone number is (206) 316-4414. Any notice given by the Government to the Lessor or his/her agent shall be addressed to: [Insert Address] and e-mail [Insert E-Mail], or as may from time to time otherwise be directed in writing by the parties. Both Lessor and Government have an obligation to ensure that the other party has their accurate address. Any such notice and correspondence shall include the lease number.

The Lessor shall provide an onsite Building superintendent or a locally designated representative available to promptly respond to deficiencies and immediately address all emergency situations. In the event of an emergency, Government may contact: [Insert Name and Phone Number of Lessor Point of Contact]. For maintenance purposes, the Government’s notice to the Lessor shall be addressed to: [Insert Name, E-Mail, and Phone].

1.08 INTENTIONALLY DELETED

1.09 INSURANCE CERTIFICATION

The United States Government is self-insured; therefore, the Government does not purchase insurance from outside sources.

The parties to this Lease evidence their agreement to all terms and conditions set forth herein by their signatures below.

1.10 INTENTIONALLY DELETED

1.11 LESSOR’S DUNS NUMBER

Lessor’s Dun & Bradstreet DUNS Number: [Insert Number]. SAMPLE

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SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS

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:

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.

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

Contract. “Contract” shall mean this Lease.

Contractor. “Contractor” shall mean Lessor.

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

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

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.

Government Officials. Any reference to GSA is interchangeable with USACE, and any reference to LCO, Contracting Officer, or Government representative are interchangeable with Real Estate Contracting Officer or RECO.

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

Lease Award Date. The date the RECO 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).

Lease Term Commencement Date. The date on which the Government’s obligation to pay rent commences after it has accepted the Space/Premises.

Premises. The Premises are defined as the total office area or other type of Space, together with all associated common areas, described in Section 1.01, The Premises, of this Lease, and delineated by floor/site plan in the attached exhibit(s). Parking and other areas to which the Government has rights under this Lease are not included in the Premises.

Property. The 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.

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

Working Days. Working Days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays. However, There are times when the space will be occupied / used on Saturdays, Sundays and/or Holidays.

2.02 AUTHORIZED REPRESENTATIVES

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 RECO by notice, without an express delegation by the prior RECO. Lessor is hereby notified that Government tenant occupants are not authorized to negotiate, modify, or contract with the Lessor on any matters related to this Lease or its terms and conditions, Construction and Security Specifications, or to obligate the Government for expenditure of funds.

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2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT

A. The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Supplemental Agreement. 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 RECO or an authorized USACE representative.

B. The Government shall have the right during the existence of this Lease to make alterations, attach fixtures, and erect additions, structures or signs in or upon the Premises hereby leased. Upon Government request, the Lessor shall be required to promptly obtain bids for the said work and to provide the bids to the Government. All work shall be performed through the Lessor and will be implemented by Supplemental Agreement. The Government’s portion of the expense will be paid on a reimbursable basis. Such fixtures, additions, or structures shall be and remain the property of the Government and may be removed prior to the expiration or termination of this Lease or abandoned in place.

2.04 FIRE AND CASUALTY

If the Building in which the Premises are located is totally destroyed or damaged by fire or other casualty, this Lease shall immediately terminate. If the Building in which the Premises are located is only partially destroyed or damaged, so as to render the Premises untenantable, or not usable for their intended purpose, the Lessor shall have the option to elect to repair and restore the Premises or terminate the Lease. The Lessor shall be permitted a reasonable amount of time, not to exceed one hundred and eighty (180) days from the event of destruction or damage, to repair or restore the Premises, if the Lessor submits to the Government a reasonable schedule for repair of the Premises within thirty (30) days of the event of destruction or damage. If the Lessor fails to timely submit a reasonable schedule for completing the work, the Government may elect to terminate the Lease effective as of the date of the event of destruction or damage. If the Lessor elects to repair or restore the Premises, but fails to repair or restore the Premises within one hundred and eighty (180) days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage. During the time that the Premises cannot reasonably be utilized for its intended use, rent shall be abated.

Termination of the Lease by either party under this clause shall not give rise to liability for either party. This clause shall not apply if the event of destruction or damage is caused by the Lessor’s negligence or willful misconduct.

2.05 DEFAULT BY LESSOR

A. The following conditions shall constitute default by the Lessor, and shall give rise to the following rights and remedies for the Government:

(1) Prior to the Government accepting the Space. Failure by the Lessor to diligently perform all obligations required for the Government’s acceptance of the Space within the times specified, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may terminate the Lease on account of the Lessor’s default.

(2) After the Government accepts the Space. Failure by the Lessor to perform any service, to provide any item, or satisfy any requirement of this Lease, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may perform the service, provide the item, or obtain satisfaction of the requirement by its own employees or contractors. If the Government elects to take such action, the Government may deduct from rental payments its costs incurred in connection with taking the action. Alternatively, the Government may reduce the rent by an amount reasonably calculated to approximate the cost or value of the service not performed, item not provided, or requirement not satisified, such reduction effective as of the date of the commencement of the default condition.

(3) Grounds for Termination. The Government may terminate the Lease if:

(i) The Lessor’s default persists nothwithstanding provision of notice and reasonable opportunity to cure by the Government, or

(ii) The Lessor fails to take such actions as are necessary to prevent the recurrence of default conditions, and such conditions substantially impair the safe and healthful occupancy of the Premises, or render the Space unusable for its intended purposes.

(4) Excuse. Failure by the Lessor to timely deliver the Space or perform any service, provide any item, or satisfy any reqirement of this Lease shall not be excused if its failure in performance arises from:

(i) Circumstances within the Lessor’s control;

(ii) Circumstances about which the Lessor had actual or constructive knowledge prior to award of the Lease that could reasonably be expected to affect the Lessor’s capability to perform, regardless of the Government’s knowledge of such matters;

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(iii) The condition of the Property;

(iv) The acts or omissions of the Lessor, its employees, agents or contractors; or

(v) The Lessor’s inability to obtain sufficient financial resources to perform its obligations.

(5) The rights and remedies specified in this Section are in addition to any and all remedies to which the Government may be entitled as a matter of law.

2.06 INTEGRATED AGREEMENT

This Lease, upon execution, contains the entire agreement of the parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions of the Lease. Except as expressly attached to and made a part of the Lease, neither the request for proposals nor any pre-award communications by either party shall be incorporated in the Lease.

2.07 MUTUALITY OF OBLIGATION

The obligations and covenants of the Lessor, and the Government’s obligation to pay rent and perform such other obligations as may be specified herein, are interdependent.

2.08 COMPLIANCE WITH APPLICABLE LAW

Lessor shall comply with all Federal, state, and local laws applicable to its ownership and leasing of the Property, including, without limitation, laws applicable to the construction, ownership, alteration or operation of all buildings, structures, and facilities located thereon, and obtain all necessary permits, licenses, and similar items at its own expense. The Government will comply with all Federal, state, and local laws applicable to and enforceable against it as a tenant under this Lease; provided, that nothing in this Lease shall be construed as a waiver of the sovereign immunity of the Government. This Lease shall be governed by Federal law.

2.09 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT

The Lessor shall maintain the Property, including the Building, Building systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition. Upon request of the RECO, the Lessor shall provide written documentation that Building systems have been property maintained, tested, and are operational within manufacturer’s warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards, including standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc. The Government shall have the right, at any time after the Lease is signed and during the term of the Lease, to inspect all areas of the Property to which access is necessary for the purpose of determining the Lessor’s compliance with this Section.

2.10 CLAUSES INCORPORATED BY REFERENCE

This Lease incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. All dollar thresholds set forth below refer to total contract value, or the total of all gross rental payments to be made during the initial term of the Lease plus any options. All citations to the FAR or GSAR are provided for convenience of reference, and shall not be understood as subjecting this Lease to any provision of the FAR or GSAR except to the extent that clauses prescribed by the FAR or GSAR are expressly incorporated into this Lease.

1. FAR 52.204-7, SYSTEM FOR AWARD MANAGEMENT

2. FAR 52.204-10, REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (Applicable if over $30,000 total contract value.)

3. FAR 52.204-13, SYSTEM FOR AWARD MANAGEMENT MAINTENANCE

4. FAR 52.204-19, INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS

5. 52.204-25, PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT

6. FAR 52.209-6, PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (Applicable to leases over $35,000 total contract value.)

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7. FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (Applicable when cost or pricing data are required for work or services over $750,000.)

8. FAR 52.215-12, SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (Applicable when the clause at FAR 52.215-10 is applicable.)

9. FAR 52.219-9, SMALL BUSINESS SUBCONTRACTING PLAN (Applicable to leases over $700,000 total contract value.)

10. FAR 52.219-16, LIQUIDATED DAMAGES – SUBCONTRACTING PLAN (Applicable to leases over $700,000 total contract value.)

11. FAR 52.219-28, POST-AWARD SMALL BUSINESS PROGRAM REPRESENTATION (Applicable to leases exceeding the micro-purchase threshold.)

12. FAR 52.222-21, PROHIBITION OF SEGREGATED FACILITIES

13. FAR 52.222-26, EQUAL OPPORTUNITY

14. FAR 52.222-35, EQUAL OPPORTUNITY FOR VETERANS (Applicable to leases over $150,000 total contract value.)

15. FAR 52.222-36, EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (Applicable to leases over $15,000 total contract value.)

16. FAR 52.222-37, EMPLOYMENT REPORTS ON VETERANS (Applicable to leases $150,000 or more, total contract value.)

17. FAR 52.223-6, DRUG-FREE WORKPLACE (Applicable to leases over the Simplified Lease Acquisition Threshold as well as to any leases of any value awarded to an individual.)

18. FAR 52.232-23, ASSIGNMENT OF CLAIMS (Applicable to leases over the micro-purchase threshold.)

19. FAR 52.232-33, PAYMENT BY ELECTRONIC FUNDS TRANSFER-SYSTEM FOR AWARD MANAGEMENT

20. FAR 52.233-1, DISPUTES

21. GSAR 552.204-70, REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE

SERVICES OR EQUIPMENT

22. GSAR 552.215-70, EXAMINATION OF RECORDS BY USACE

23. GSAR 552.270-20, PAYMENT

24. GSAR 552.270-25, SUBSTITUTION OF TENANT AGENCY

25. GSAR 552.270-31, PROMPT PAYMENT

2.11 WAIVER OF RESTORATION

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 waste, damages, or restoration arising from or related to (a) the Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as (b) 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.

2.12 CHANGE OF OWNERSHIP

A. If during the term of the Lease, including any renewals or extensions, title to the Property is transferred, the Lease is assigned, 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, and its successor, shall notify the Government within five (5) 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. A sample form is found at FAR 42.1205.

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C. If title to the Property is transferred, or the Lease is assigned, 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 a part of the Lease via a Supplemental Agreement.

D. In addition to all documents required by FAR 42.1204, the RECO 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 RECO 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 have been paid in full or completely set off against the rental payments due under the Lease.

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.

G. If title to the Property is transferred, or the Lease is assigned, 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 not commence until the Government has received all information reasonably required by the RECO under sub-paragraph D of this Section, 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 of this Section

2.13 EMERGENCY MAINTENANCE AND REPAIRS

The Government will notify the Lessor of any emergency and request the Lessor to perform all necessary repairs and remediation. All emergency repair and remediation performed by the Lessor will be completed within forty-eight (48) hours from the time notification is sent by the Government. Emergency maintenance and repairs include, but are not limited to the following:

Failure of heating/cooling system to maintain specific temperature Failure of water system, including hot water, or colored, odorous, or contaminated water Inadequate or no water pressure Leaking water pipes Blocked or leaking drains Electrical failure Sewage system malfunction Failure of security or fire protection systems, including alarms and sprinklers Repair/replace exterior windows and doors including plate glass, if applicable Security Systems (Aiphone & CCTV, etc.)

Roof repairs (temporary/permanent) Repair/replace locking mechanisms for exterior/security purposes

2.14 OWNERSHIP CERTIFICATION

The Lessor certifies that he/she/it is the rightful and legal owner of the property and has the legal right to enter into this Lease. If the title of the Lessor shall fail, or it be discovered that the Lessor did not have authority to lease the Property, the Government may terminate this Lease effective immediately. The Lessor, the Lessor’s heirs, executors, administrators, successors, or assigns agree to indemnify the Government by reason of such failure and to refund all rentals paid.

2.15 DAMAGES

The Government shall be liable only for damages resulting from negligence or misconduct of Government personnel. The Government shall not be liable for any loss, destruction or damages to the Premises beyond the control and without the fault or negligence of the Government. This includes, but is not restricted to, acts of nature, such as fire, lightning, earthquakes, floods, or severe weather and acts of war or terrorism. The parties agree that settlement of damages by the Government, if any, shall be done when the Lease is terminated. The Government’s liability under this clause may not exceed appropriations available for such payment and nothing contained in this Lease may be considered as implying that Congress will at a later date appropriate funds sufficient to meet deficiencies.

The provisions of this Section are without prejudice to any rights the Lessor may have to make a claim under applicable laws for any other damages than provided herein.

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2.16 GRATUITIES TO GOVERNMENT EMPLOYEES

A. The Government may, by written notice to the Lessor, terminate this Lease if it is found, after notice and hearing by the Secretary of the Army, or his/her duly authorized representative, that gratuities in the form of entertainment, gifts, or otherwise, were offered or given by the Lessor, or any agent or representative of the Lessor, to any officer or employee of the Government with a view toward securing a Lease or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such Lease; provided, that the existence of facts upon which the Secretary of the Army or his/her duly authorized representative makes such finding, shall be in issue and may be reviewed in any competent court.

B. In the event this Lease is so terminated as provided in paragraph A hereof, the Government shall be entitled to pursue the same remedies against the Lessor as it could pursue in the event of a breach of the Lease by the Lessor, and as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages (in an amount as determined by the Secretary of the Army or his/her duly authorized representative) which shall be not less than three (3), nor more than ten (10), times the cost incurred by the Lessor in providing any such gratuities to any such Government officer or employee.

C. The rights and remedies provided to the Government in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Lease.

2.17 OFFICIAL(S) NOT TO BENEFIT

No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this Lease or to any benefit that may arise therefrom. However, nothing herein contained shall be construed to extend to any incorporated company if this Lease is for the general benefit of such corporation or company.

2.18 LESSOR INSURANCE

Lessor shall maintain public liability and property damage insurance with a single combined liability limit of not less than $1,000,000, and property damage limits of not less than $500,000 insuring against all liability of Lessor and its authorized representatives arising out of or in connection with the Premises or the real property in which the Premises is located. Lessor shall maintain on the building and other improvements in which the Premises are located, a policy of standard fire and extended coverage insurance (with vandalism and malicious mischief endorsements) to the extent of full replacement value.

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SECTION 3 CONSTRUCTION SPECIFICATIONS / ALTERATIONS

3.01 WORK PERFORMANCE

All work in performance of this Lease shall be done by skilled workers or mechanics and shall be acceptable to the RECO. The RECO may reject the Lessor’s workers 1) if such are unlicensed, unskilled, or otherwise incompetent, or 2) if such have demonstrated a history of either untimely or otherwise unacceptable performance in connection with work carried out in conjunction with either this contract or other Government or private contracts.

3.02 INTENTIONALLY DELETED

A. Items and materials existing in the Premises, or to be removed from the Premises during the demolition phase, are eligible for reuse in the construction phase of the project. The reuse of items and materials is preferable to recycling them; however, items considered for reuse shall be in re-furbished condition and shall meet the quality standards set forth by the Government in this Lease. In the absence of definitive quality standards, the Lessor is responsible to confirm that the quality of the item(s) in question shall meet or exceed accepted industry or trade standards for first quality commercial grade applications.

B. The Lessor shall submit a reuse plan to the RECO. The Government will not pay for existing fixtures and other improvements accepted in place. However, the Government will reimburse the Lessor the costs to repair or improve such fixtures or improvements if identified on the reuse plan and approved by the RECO.

3.03 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER

A. The Lessor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Lessor under this Lease. The Lessor shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services.

B. THE LESSOR REMAINS SOLELY RESPONSIBLE FOR DESIGNING, CONSTRUCTING, OPERATING, AND MAINTAINING THE LEASED PREMISES IN FULL ACCORDANCE WITH THE REQUIREMENTS OF THE LEASE. The Government retains the right to review and approve aspects of the Lessor’s design, including without limitation, review of the Lessor’s design and construction drawings, shop drawings, product data, finish samples, and completed base building and construction. Such review and approval is intended to identify potential design flaws, to minimize costly misdirection of effort, and to assist the Lessor in its effort to monitor whether such design and construction comply with applicable laws and satisfy all Lease requirements.

C. Neither the Government’s review, approval or acceptance of, lack of enforcement of any particular provision, nor payment through rent of the services required under this Lease, shall be construed to operate as a waiver of any rights under this Lease or of any cause of action arising out of the performance of this Lease, and the Lessor shall be and remain liable to the Government in accordance with applicable law for all damages to the Government caused by the Lessor’s negligent performance of any of the services required under this Lease.

D. Design and construction and performance information is contained throughout several of the documents which comprise this Lease.

The Lessor shall provide to space planners, architects, engineers, construction contractors, etc., all information required whether it is found in this Lease, special requirements and attachments, price lists, or exhibits. Reliance upon one of these documents to the exclusion of any other may result in an incomplete understanding of the scope of work to be performed and/or services to be provided.

E. The Lessor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Lessor under this Lease. The Lessor shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services.

3.04 QUALITY AND APPEARANCE OF BUILDING

During the life of the Lease, the Building shall project a professional and aesthetically pleasing appearance, including an attractive front and entrance way. The facade, downspouts, roof trim, and window casing shall be clean and in good condition.

3.05 MEANS OF EGRESS

A. Prior to occupancy, the Premises and any parking areas shall meet or will be upgraded to meet, either the applicable egress requirements of the National Fire Protection Association, Life Safety Code (NFPA 101), or the International Code Council, International Building Code (IBC), each current as of the Lease Award Date, or use an alternative approach or method that achieves an equivalent level of safety deemed acceptable by the Government.

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B. The Space shall have unrestricted access to a minimum of two (2) remote exits on each floor of Government occupancy.

C. Interlocking or scissor stairs located on the floor(s) where Space is located shall only count as one exit stair.

D. A fire escape located on the floor(s) where Space is located shall not be counted as an approved exit stair.

3.06 AUTOMATIC FIRE SPRINKLER SYSTEM

A. Any portion of the Space located below-grade, including parking garage areas, and all areas in a Building referred to as “hazardous areas” (defined in National Fire Protection Association (NFPA) 101)) that are located within the entire Building (including non- Government areas) shall be protected by an automatic fire sprinkler system or an equivalent level of safety.

B. For Buildings in which any portion of the Space is on or above the sixth floor, then, at a minimum, the Building up to and including the highest floor of Government occupancy shall be protected by an automatic fire sprinkler system or an equivalent level of safety.

C. For Buildings in which any portion of the Space is on or above the sixth floor, and lease of the Space will result, either individually or in combination with other Government Leases in the Building, in the Government leasing 35,000 or more SF of Space in the Building, then the entire Building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety, as defined in sub-part F.

D. Automatic fire sprinkler system(s) shall be installed in accordance with the requirements of NFPA 13, Standard for the Installation of Sprinkler Systems that was in effect on the actual date of installation.

E. Automatic fire sprinkler system(s) shall be maintained in accordance with the requirements of NFPA 25, Standard for the Inspection, Testing, and Maintenance of Water-based Fire Protection Systems (current as of the Lease Award Date).

F. “Equivalent level of safety” means an alternative design or system (which may include automatic fire sprinkler systems), based upon fire protection engineering analysis, which achieves a level of safety equal to or greater than that provided by automatic fire sprinkler systems.

3.07 FIRE ALARM SYSTEM

A. A Building-wide fire alarm system shall be installed in the entire Building in which any portion of the Space is located on the third floor or higher.

B. The fire alarm system shall be installed in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code, that was in effect on the actual date of installation.

C. The fire alarm system shall be maintained in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date).

D. The fire alarm system shall transmit all fire alarm signals to the local fire department via any of the following means: directly to the local fire department, to the (911) public communications center, to a central station, to a remote supervising station, or to a proprietary supervising station.

E. If the Building’s fire alarm control unit is over twenty-five (25) years old as of the date of award of this Lease, Lessor shall install a new fire alarm system…