2UT0314_RLP_Exhibit A_Warehouse Lease Template L201WH (Oct. 2022).pdf

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: ____________________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Title: Lease Contracting Officer

General Services Administration, Public Buildings Service

WITNESSED FOR THE LESSOR BY:

Title: ____________________________________________

The information collection requirements contained in this Solicitation/Contract, that are not required by 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. GS-XXP-LXXXXXXX, PAGE 1 GSA TEMPLATE 201WH

REV (10/22)

LEASE NO. GS-XXP-

LXXXXXXX

BUILDING NO. XXXXXX

Warehouse Lease

GSA TEMPLATE FORM L201WH (10/2022)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease template (GSA Template Form L201WH, hereinafter Lease Template).

Upon selection for award, GSA will transcribe the successful Offeror's final offered rent and other price data included on Offeror’s submitted GSA Lease Proposal Template 1364WH, (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, and

The United States of America

(Government), acting by and through the designated representative of the General Services Administration (GSA), 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 GSA.

C. LEASE TERM

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

X Years, X Years Firm, LEASE NO. GS-XXP-LXXXXXXX, PAGE 2 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH 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.

LEASE NO. GS-XXP-LXXXXXXX, PAGE 3 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (WAREHOUSE) (OCT 2022)

1.02 EXPRESS APPURTENANT RIGHTS (WAREHOUSE) (MAY 2014)

1.03 TRUCK TURNING RADIUS REQUIREMENTS (WAREHOUSE) (MAY 2014)

1.04 CLEAR CEILING HEIGHT REQUIREMENTS (WAREHOUSE) (MAY 2014)

1.05 BAY WIDTH, BAY DEPTH, AND COLUMN SPACING REQUIREMENTS (WAREHOUSE) (MAY 2014)

1.06 RENT AND OTHER CONSIDERATION (WAREHOUSE) (OCT 2022)

1.07 BROKER COMMISSION AND COMMISSION CREDIT (OCT 2016)

1.08 TERMINATION RIGHTS (OCT 2016)

1.09 RENEWAL RIGHTS (OCT 2016)

1.10 DOCUMENTS INCORPORATED IN THE LEASE (WAREHOUSE) (OCT 2022)

1.11 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

1.12 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.13 TENANT IMPROVEMENT AND BSAC FEE SCHEDULE (OCT 2022)

1.14 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012)

1.15 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013)

1.16 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2021)

1.17 REAL ESTATE TAX BASE (SEP 2013)

1.18 OPERATING COST BASE (OCT 2016)

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

1.20 HOURLY OVERTIME HVAC RATES (OCT 2016)

1.21 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

1.22 BUILDING IMPROVEMENTS (MAR 2016)

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

1.24 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (WAREHOUSE) (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 (WAREHOUSE) (OCT 2016)

3.08 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (OCT 2022)

3.09 QUALITY AND APPEARANCE OF BUILDING (WAREHOUSE) (MAY 2014)

3.10 VESTIBULES (OCT 2020) 19

3.11 MEANS OF EGRESS (WAREHOUSE) (MAY 2015)

3.12 AUTOMATIC FIRE SPRINKLER SYSTEM (WAREHOUSE) (MAY 2014)

3.13 FIRE ALARM SYSTEM (WAREHOUSE) (MAY 2014)

3.14 ENERGY INDEPENDENCE AND SECURITY ACT (MAR 2016)

3.15 ELEVATORS (WAREHOUSE) (OCT 2020)

3.16 FLAGPOLE (SEP 2013) 21

3.17 DEMOLITION (JUN 2012) 21

3.18 ACCESSIBILITY (FEB 2007) 21

3.19 EXTERIOR AND COMMON AREA DOORS AND HARDWARE (WAREHOUSE) (MAY 2014)

3.20 DOORS: IDENTIFICATION (APR 2011)

3.21 WINDOWS (OCT 2020) 21

3.22 PARTITIONS: GENERAL (OCT 2022)

3.23 PARTITIONS: PERMANENT (OCT 2022)

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

3.25 WALL FINISHES—SHELL (SEP 2015)

3.26 PAINTING—SHELL (OCT 2022)

3.27 FLOORS AND FLOOR LOAD—SHELL (WAREHOUSE) (OCT 2019)

3.28 FLOOR COVERING AND PERIMETERS—SHELL (WAREHOUSE) (OCT 2022)

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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 4 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

3.30 BUILDING SYSTEMS (APR 2011)

3.31 ELECTRICAL—SHELL (WAREHOUSE) (OCT 2022)

3.32 ADDITIONAL ELECTRICAL CONTROLS (JUN 2012)

3.33 PLUMBING (JUN 2012) 24

3.34 DRINKING FOUNTAINS (WAREHOUSE) (OCT 2018 )

3.35 RESTROOMS (WAREHOUSE) (OCT 2022)

3.36 PLUMBING FIXTURES: WATER CONSERVATION (OCT 2022)

3.37 JANITOR CLOSETS (SEP 2015)

3.38 HEATING AND VENTILATION—SHELL (WAREHOUSE) (OCT 2022)

3.39 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2000)

3.40 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.41 LIGHTING: INTERIOR AND PARKING—SHELL (WAREHOUSE) (OCT 2022)

3.42 ACOUSTICAL REQUIREMENTS (OCT 2022)

3.43 BENERGY EFFICIENCY AND CONSERVATION FOR NEW CONSTRUCTION (SEP 2010)

3.44 SECURITY FOR NEW CONSTRUCTION (OCT 2022)

3.45 SEISMIC SAFETY FOR NEW CONSTRUCTION (OCT 2020)

3.46 FIRE PROTECTION FOR NEW CONSTRUCTION (WAREHOUSE) (MAY 2015)

3.47 INDOOR AIR QUALITY DURING CONSTRUCTION (OCT 2021)

3.48 SYSTEMS COMMISSIONING (OCT 2021)

3.49 LOADING DOCKS—SHELL (WAREHOUSE) (MAY 2014)

3.50 EMERGENCY POWER TO CRITICAL SYSTEMS (WAREHOUSE) (MAY 2014)

3.51 MECHANICAL AREAS AND BUILDING ROOFS (WAREHOUSE) (MAY 2014)

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 GREEN BUILDING RATING CERTIFICATION FOR NEW CONSTRUCTION (WAREHOUSE) (OCT 2022)

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (WAREHOUSE) (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)

4.05 GREEN LEASE SUBMITTALS (WAREHOUSE) (OCT 2022)

4.06 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (OCT 2022)

4.07 PROGRESS REPORTS (OCT 2020)

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

4.09 CONSTRUCTION INSPECTIONS (SEP 2015)

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 GSAR 552.270-15 LIQUIDATED DAMAGES (DEVIATION) (OCT 2022)

4.14 SEISMIC RETROFIT (SEP 2013)

4.15 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (WAREHOUSE) (OCT 2022)

4.16 GOVERNMENT PROJECT MANAGEMENT SYSTEM (OCT 2022)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 FINISH SELECTIONS (SEP 2015)

5.03 WINDOW COVERINGS (WAREHOUSE) (JUN 2012)

5.04 DOORS: SUITE ENTRY (OCT 2022)

5.05 DOORS: INTERIOR (OCT 2022)

5.06 DOORS: HARDWARE (SEP 2013)

5.07 DOORS: IDENTIFICATION (JUN 2012)

5.08 PARTITIONS: SUBDIVIDING (OCT 2022)

5.09 CEILINGS—TI (WAREHOUSE) (OCT 2022)

5.10 WALL FINISHES (OCT 2019)

5.11 PAINTING—TI (OCT 2022) 38

5.12 FLOOR COVERINGS AND PERIMETERS—TI (WAREHOUSE) (OCT 2022)

5.13 HEATING AND AIR CONDITIONING—TI (WAREHOUSE) (MAY 2014)

5.14 ELECTRICAL: DISTRIBUTION—TI (WAREHOUSE) (MAY 2014)

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 LIGHTING: INTERIOR AND PARKING—TI (WAREHOUSE) (MAY 2014)

5.20 LOADING DOCKS—TI (WAREHOUSE) (MAY 2014)

5.21 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 (WAREHOUSE) (OCT 2022)

LEASE NO. GS-XXP-LXXXXXXX, PAGE 5 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

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

6.02 UTILITIES (OCT 2022) 42

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

6.03 UTILITY CONSUMPTION REPORTING (OCT 2016)

6.04 HEATING AND AIR CONDITIONING (WAREHOUSE) (OCT 2022)

6.05 OVERTIME HVAC USAGE (OCT 2020)

6.06 JANITORIAL SERVICES (WAREHOUSE) (MAY 2014)

6.06 JANITORIAL SERVICES (WAREHOUSE) (OCT 2021)

6.07 SELECTION OF CLEANING PRODUCTS (OCT 2022)

6.08 SELECTION OF PAPER PRODUCTS (OCT 2022)

6.09 SNOW REMOVAL (WAREHOUSE) (OCT 2020)

6.10 MAINTENANCE AND TESTING OF SYSTEMS—WAREHOUSE (OCT 2022)

6.11 MAINTENANCE OF PROVIDED FINISHES (WAREHOUSE) (OCT 2016)

6.12 ASBESTOS ABATEMENT (OCT 2021)

6.13 ONSITE LESSOR MANAGEMENT (APR 2011)

6.14 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.15 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.16 LANDSCAPING (OCT 2022) 46

6.17 LANDSCAPE MAINTENANCE (APR 2011)

6.18 RECYCLING—WAREHOUSE (OCT 2021)

6.19 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

6.20 SAFEGUARDING AND DISSEMINATION OF CONTROLLED UNCLASSIFIED INFORMATION (CUI) BUILDING

INFORMATION (OCT 2022) 46

6.21 INDOOR AIR QUALITY (OCT 2019)

6.22 RADON IN AIR (OCT 2016) 48

6.22 RADON IN WATER (JUN 2012)

6.23 HAZARDOUS MATERIALS (WAREHOUSE) (MAY 2014)

6.24 MOLD (OCT 2021) 49

6.25 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.26 FLAG DISPLAY (OCT 2016) 50

6.27 PORTABLE FIRE EXTINGUISHERS (WAREHOUSE) (MAY 2014)

6.28 TRASH DUMPSTER SERVICE – LESSOR PROVIDED (WAREHOUSE) (OCT 2016)

6.29 TRASH DUMPSTER SERVICE (WAREHOUSE) – GOVERNMENT PROVIDED (OCT 2016)

6.29 ACCESS TO BUILDING INFORMATION (MAY 2014)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2016)

7.02 MODIFIED LEASE PARAGRAPHS (OCT 2016)

7.03 ADDENDUM TO GSA FORM 3517B, GENERAL CLAUSES, NO FEDERALLY ELECTED OFFICIALS TO BENEFIT

(OCT 2018) 51

7.04 PROVISIONAL ACCEPTANCE (FEB 2021)

7.05 SWING SPACE – LEASE (OCT 2022)

LEASE NO. GS-XXP-LXXXXXXX, PAGE 6 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (WAREHOUSE) (OCT 2022)

The Premises are described as follows:

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

A. Warehouse and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of warehouse 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.

1.02 EXPRESS APPURTENANT RIGHTS (WAREHOUSE) (MAY 2014)

The Government shall have exclusive or non-exclusive (as identified) 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. Automobile Parking: XXX parking spaces for passenger vehicles as depicted on the plan attached hereto as Exhibit X of which XX spaces shall be marked as reserved for the exclusive use of the Government. In addition, the Lessor shall provide any additional automobile parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property. All spaces must be secured and lit in accordance with the Security Requirements set forth in this Lease. The cost of this parking shall be included as part of the rental consideration.

B. Semi-Trailer Staging Area/Parking: XXX parking spaces sized for [TYPE OF] semis and [TYPE OF] trucks as depicted on the plan attached hereto as Exhibit X of which XX shall be reserved for the exclusive use of the Government: XX of the reserved spaces shall also be secured within a fenced-in area with a 10 foot high fence with barbed wire angled outward in the location depicted on Exhibit X attached to this Lease. Should new fencing be required to meet this requirement, the cost of new fencing shall be considered as a part of the shell to be provided by lessor. In addition, the Lessor shall provide such additional truck parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property.

C. Delivery Route:

1. At least one unobstructed route having no steps or abrupt changes in level shall connect with all accessible elements, spaces, buildings, and courses of passage. The minimum clear width of a route shall be 36 inches. If a route is less than 60 inches in width then it shall have level passing zones, spaced at no more than 200 feet apart, measuring a minimum of 60 inches by 60 inches.

2. Objects projecting from walls with their leading edges between 27 and 80 inches above the finished floor shall protrude no more than 4 inches into an accessible route. Freestanding objects mounted on posts or pylons may overhang 12 inches maximum from 27 to 80 inches above the ground or the finished floor. Objects mounted with their leading edges at or below 27 inches above the finished floor may protrude any distance. However, no protruding objects shall reduce the clear width of an accessible route or maneuvering space. If vertical clearance of an area adjoining an accessible route is reduced to less than 80 inches, a barrier to warn blind or visually impaired persons shall be provided.

3. Mechanical rooms and spaces which are not normally frequented by the public or occupants and are not part of an accessible or emergency route are excepted and need not be accessible.

4. Gratings in a route surface shall have spaces no wider than ½ inch in one direction and shall be placed so that the long dimension of openings is perpendicular to the dominant direction of travel.

D. Delivery Ramps:

1. Any part of an accessible route with a slope greater than 1 foot rise in 20 feet shall be considered a ramp. Where ramps are necessary, they shall have a non-slip surface with a slope no greater than 1 foot rise in 12 feet. Ramps must have a minimum clear width of 3 feet with level landings at the top and bottom of each ramp run. Each landing shall be at least 5 feet in length and as wide as any ramp run leading into it. The maximum rise for any run shall be 30 inches. Intermediate landings for turning ramps shall measure a minimum of 5 feet by 5 feet.

2. Lessor shall provide handrails complying with "HANDRAILS" (36 CFR 1191) on both sides of all ramps with a vertical rise greater than 6 inches. Ramps with drop-offs shall have curbs (minimum 2 inches high), walls, railings or projecting surfaces. Lessor shall provide curb ramps wherever an accessible route crosses a curb. Curb ramps shall not interfere with walks or vehicular traffic. The maximum slope of a curb ramp shall be a 1 inch rise per 12 inch run. The maximum length of a curb ramp shall be 6 feet with a minimum width of 36 inches, exclusive of flared

LEASE NO. GS-XXP-LXXXXXXX, PAGE 7 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH sides. If no other alternative is feasible, accessible platform lifts may be used in lieu of a ramp or elevator. Lifts shall have accessible controls and clearances, shall comply with applicable safety regulations, and should facilitate unassisted entry and exit.

E. 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.

F. Loading Docks. See “LOADING DOCKS SHELL WAREHOUSE” paragraph in Section 3 of this Lease.

1.03 TRUCK TURNING RADIUS REQUIREMENTS (WAREHOUSE) (MAY 2014)

At a minimum, a truck turning radius of XX feet sized for XXXXX trucks shall be provided and maintained at all times for all loading docks designed for such sized trucks. One-way design for service traffic is [preferred] [required] in order to avoid the need for large turning areas.

1.04 CLEAR CEILING HEIGHT REQUIREMENTS (WAREHOUSE) (MAY 2014)

A minimum of XXXXX ABOA SF must have a clear ceiling height of XX feet XX inches, measured from floor to the lowest obstruction, with the balance of the space maintaining a clear ceiling height of a minimum of XX feet. Bulkheads and hanging or surface mounted light fixtures which impede traffic ways shall be avoided.

1.05 BAY WIDTH, BAY DEPTH, AND COLUMN SPACING REQUIREMENTS (WAREHOUSE) (MAY 2014)

The following minimum requirements apply to this Lease:

A. Bay Width: XX’ XX” (the distance from one side of the bay to the other side of the bay in linear feet and inches) B. Bay Depth: XX’ XX” (the distance from the front of the bay to the back of the bay in linear feet and inches) C. Column Spacing: Columns shall be XX’ XX” linear feet apart from one another

1.06 RENT AND OTHER CONSIDERATION (WAREHOUSE) (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 RENT7 $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.

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.

LEASE NO. GS-XXP-LXXXXXXX, PAGE 8 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

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.

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

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

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

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

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

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

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 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 improvement/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).

1.07 BROKER COMMISSION AND COMMISSION CREDIT (OCT 2016)

A. [Broker Name] (Broker) is the authorized real estate Broker representing GSA in connection with this Lease transaction. The total amount of the Commission is $XX and is earned upon Lease execution, payable according to the Commission Agreement signed between the Lessor and Broker.

Only $XX of the Commission will be payable to [Broker Name] with the remaining $XX, which is the Commission Credit, to be credited to the shell rental portion of the annual rental payments due and owing to fully recapture this Commission Credit. The reduction in shell rent shall commence with the first month of the rental payments and continue until the credit has been fully recaptured in equal monthly installments over the shortest time practicable.

B. Notwithstanding the “Rent and Other Consideration” paragraph of this Lease, the shell rental payments due and owing under this Lease shall be reduced to recapture fully this Commission Credit. The reduction in shell rent shall commence with the first month of the rental payments and continue as indicated in this schedule for adjusted Monthly Rent:

Month X Rental Payment $XX,XXX minus prorated Commission Credit of $XX,XXX equals $XX,XXX adjusted X th Month’s Rent.*

Month X Rental Payment $XX,XXX minus prorated Commission Credit of $XX,XXX equals $XX,XXX adjusted X th Month’s Rent.*

Month X Rental Payment $XX,XXX minus prorated Commission Credit of $XX,XXX equals $XX,XXX adjusted X th Month’s Rent.*

* Subject to change based on adjustments outlined under the paragraph “Rent and Other Consideration.”

1.08 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.

LEASE NO. GS-XXP-LXXXXXXX, PAGE 9 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

1.09 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):

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.

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.

1.10 DOCUMENTS INCORPORATED IN THE LEASE (WAREHOUSE) (OCT 2022)

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

1.11 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

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.

1.12 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

A. 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.

B. 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.

C. 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.

DOCUMENT NAME

NO. OF PAGES

EXHIBIT

FLOOR PLAN(S)

PARKING PLAN(S)

SITE PLAN(S)

AGENCY SPECIAL REQUIREMENTS

SECURITY REQUIREMENTS

RACKING/STACKING PLAN(S)

GSA FORM 3517B GENERAL CLAUSES

SEISMIC FORM C, BUILDING RETROFIT OR NEW CONSTRUCTION PREAWARD COMMITMENT

SMALL BUSINESS SUBCONTRACTING PLAN

DOL Wage Determination

REVISION(S) TO LEASE ISSUED UNDER RLP AMENDMENT NUMBER(S) X

GSAR 552.270-33 FOREIGN OWNERSHIP AND FINANCING REPRESENTATION FOR HIGH-SECURITY LEASED

SPACE

LEASE NO. GS-XXP-LXXXXXXX, PAGE 10 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

1.13 TENANT IMPROVEMENT AND BSAC FEE SCHEDULE (OCT 2022)

For pricing TI and BSAC 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 AND BSAC CONSTRUCTION COSTS) $XX OR XX%

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

1.14 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012)

For purposes of this Lease, the Building Specific Amortized Capital (BSAC) is $XX.XX per ABOA SF. The Lessor will make the total BSAC amount available to the Government, which will use the funds for security related improvements. This amount is amortized in the rent over the Firm Term of this lease at an annual interest rate of X percent.

1.15 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013)

A. The Government, at its sole discretion, shall make all decisions about the use of the Building Specific Amortized Capital (BSAC). The Government may use all or part of the BSAC. The Government may return to the Lessor any unused portion of the BSAC in exchange for a decrease in rent (where applicable) according to the agreed-upon amortization rate over the Firm Term.

B. The Government may elect to make lump-sum payments for any work covered by the BSAC. The part of the BSAC 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 a lump sum for any part or all of the remaining unpaid amortized balance of the BSAC. If the Government elects to make a lump-sum payment for the BSAC after occupancy, the payment of the BSAC by the Government will result in a decrease in the rent according to the amortization rate over the Firm Term of the Lease.

C. If it is anticipated that the Government will spend more than the BSAC identified above, the Government may elect to:

1. Reduce the security countermeasure requirements;

2. Pay a lump sum for the amount overage upon substantial completion in accordance with the “Acceptance of Space and Certificate of Occupancy” paragraph; or

3. Negotiate an increase in the rent.

1.16 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.

B. All relevant tax adjustment documentation (e.g. copies of paid tax receipts, invoices) must be submitted online via the GSA Real Estate Tax Portal at RET.GSA.GOV or a successor portal.

1.17 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.

1.18 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.

1.19 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.

1.20 HOURLY OVERTIME HVAC RATES (OCT 2016)

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

1. $X.XX per hour per zone

2. No. of zones: X file://E04tcv-cifs02.ent.ds.gsa.gov/R3_PBS_Users$/JulieKHepp/Data/Central%20Office%20detail/October%202018%20revisions%20to%20Model%20RLP%20-%20Lease%20Templates/Updated%20Templates/Final%20Templates/Track%20Changes%20-%20use%20this-without%20move-in%20allowance%20edits/ret.gsa.gov

LEASE NO. GS-XXP-LXXXXXXX, PAGE 11 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

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

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

1. Saturday: X AM through X PM

2. Sunday: X AM through X PM.

1.21 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.

1.22 BUILDING IMPROVEMENTS (MAR 2016)

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

A. _______________ B. _______________ C. _______________

1.23 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). If 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.

1.24 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI)

UEI: XXXXXXXXXXXX

LEASE NO. GS-XXP-LXXXXXXX, PAGE 12 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (WAREHOUSE) (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 (such as parking, wareyards, loading docks, aprons, loading ramps and other areas to which the Government has rights under this Lease).

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

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

D. Commission Credit. If GSA awarded this Lease using a Broker, and the Broker agreed to forego a percentage of its commission to which it is entitled in connection with the award of this Lease, the amount of this credit is referred to as the “Commission Credit.”

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. Defined as the total Warehouse Area, Occupant Area, and 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, wareyards, loading docks, aprons, loading ramps 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, wareyards, loading docks, aprons, loading ramps) to which the Government is granted rights.

P. Racking System Plan—A plan that at a minimum must include clear ceiling height requirement(s), aisle width(s), shelving depth(s) and type of material(s) to be stored . In addition such Plan shall identify locations and dimensions of storage of materials in packed piles, on pallets, in racks, or on shelves.

Q. 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.

R. 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, wareyards, loading docks, aprons, loading ramps to which the Government has rights under this Lease are not included in the Space.

S. Warehouse and office space. 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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 13 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH 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.

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

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

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

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (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 GSA 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)

If GSA awarded the Lease through its Broker, the Lessor shall pay GSA’s Broker its portion of the commission according to the Commission Agreement signed between the Lessor and Broker. “Its portion of the commission” means the agreed-upon commission to GSA’s Broker minus the Commission Credit specified in the Lease or Lease Amendment.

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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 14 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

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.

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:

1. Property…