A-SLAT Lease Template L100A Oct. 2023.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. 3090-0086.

LEASE NO. GS-XXP-LXXXXXXX, PAGE 1 GSA TEMPLATE L100A

REV (10/23)

SLAT Lease Editor

LEASE NO. GS-XXP-

LXXXXXXX

SLAT Lease

GSA TEMPLATE L100A (10/2023)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease template (GSA Lease Template L100A, hereinafter Lease Template).

GSA will transcribe the apparent lowest Offeror's final offered rent and other price data included on Offeror’s submitted GSA Lease Proposal Form 1364, (hereinafter Lease Proposal Form) into a Lease Template, and transmit the completed Lease Template, together with appropriate attachments, to the 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 Veterans Health Administration (VHA), 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 either upon MONTH DAY, YEAR or upon acceptance of the Premises as required by this Lease, whichever is later, and continuing for a period of

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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 2 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100A

TABLE OF CONTENTS

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2022)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (OCT 2023)

1.04 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.05 TENANT IMPROVEMENT AND BSAC FEE SCHEDULE (OCT 2022)

1.06 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012) INTENTIONALLY DELETED

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

1.08 TERMINATION RIGHTS (OCT 2016)

1.09 RENEWAL RIGHTS (OCT 2016)

1.10 DOCUMENTS INCORPORATED IN THE LEASE (SLAT) (OCT 2023)

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

1.12 HOURLY OVERTIME HVAC RATES (OCT 2016)

1.13 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

1.14 BUILDING IMPROVEMENTS (OCT 2023)

1.15 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

1.16 ENTITY NAME (OCT 2023)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2023)

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2022)

2.04 WAIVER OF RESTORATION (OCT 2023)

2.05 NOVATION AND CHANGE OF OWNERSHIP (SMALL) (OCT 2016)

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

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 WORK PERFORMANCE (SMALL) (SEP 2015)

3.02 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (SLAT) (OCT 2020)

3.03 WOOD PRODUCTS (SMALL) (OCT 2023)

3.04 ADHESIVES AND SEALANTS (SMALL) (OCT 2020)

3.05 BUILDING SHELL REQUIREMENTS (SLAT) (OCT 2020)

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

3.07 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

3.08 VESTIBULES (OCT 2020)

3.09 MEANS OF EGRESS (MAY 2015)

3.10 AUTOMATIC FIRE SPRINKLER SYSTEM (OCT 2023)

3.11 FIRE ALARM SYSTEM (SEP 2013)

3.12 ENERGY INDEPENDENCE AND SECURITY ACT (MAR 2016)

3.13 ELEVATORS (OCT 2020)

3.14 DEMOLITION (JUN 2012)

3.15 ACCESSIBILITY (FEB 2007)

3.16 CEILINGS (SLAT) (OCT 2020)

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

3.18 WINDOWS (SMALL) (SEP 2015)

3.19 PARTITIONS: PERMANENT (SLAT) (OCT 2020)

3.20 INSULATION: THERMAL, ACOUSTIC, AND HVAC (SMALL) (OCT 2020)

3.21 PAINTING – SHELL (SMALL) (OCT 2020)

3.22 FLOORS AND FLOOR LOAD (OCT 2019)

3.23 FLOOR COVERING AND PERIMETERS – SHELL (SLAT) (OCT 2020)

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

3.25 ELECTRICAL (SLAT) (OCT 2020)

3.26 ADDITIONAL ELECTRICAL CONTROLS (JUN 2012)

3.27 PLUMBING (JUN 2012)

3.28 DRINKING FOUNTAINS (OCT 2023)

3.29 RESTROOMS (SMALL) (OCT 2022)

3.30 HEATING, VENTILATION, AND AIR CONDITIONING – SHELL (SLAT) (OCT 2023)

3.31 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SLAT) (OCT 2020)

3.32 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (SMALL) (OCT 2020)

3.33 LIGHTING: INTERIOR AND PARKING – SHELL (SLAT) (OCT 2023)

3.34 INDOOR AIR QUALITY DURING CONSTRUCTION (SLAT) (OCT 2021)

3.35 DUE DILIGENCE AND NATIONAL ENVIRONMENTAL POLICY ACT REQUIREMENTS – LEASE (OCT 2023)

3.36 NATIONAL HISTORIC PRESERVATION ACT REQUIREMENTS - LEASE (SMALL) (SEP 2015)

3.37 BUILDING DIRECTORY (OCT 2021)

3.38 FLAGPOLE (SEP 2013)

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SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (SLAT) (OCT 2023)

4.02 CONSTRUCTION DOCUMENTS (OCT 2023)

4.03 GREEN LEASE SUBMITTALS (SLAT) (OCT 2021)

4.04 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (SLAT) (OCT 2022)

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

4.06 CONSTRUCTION INSPECTIONS (OCT 2023)

4.07 TENANT IMPROVEMENTS PRICE PROPOSAL (OCT 2023)

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

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

4.10 AS-BUILT DRAWINGS (OCT 2021)

4.11 SEISMIC RETROFIT (OCT 2020)

4.12 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2023)

4.13 GOVERNMENT PROJECT MANAGEMENT SYSTEM (OCT 2023)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 FINISH SELECTIONS (SMALL) (SEP 2015)

5.03 WINDOW COVERINGS (SMALL) (OCT 2020)

5.04 DOORS: SUITE ENTRY (SMALL) (OCT 2020)

5.05 DOORS: INTERIOR (SLAT) (OCT 2023)

5.06 DOORS: HARDWARE (SEP 2013)

5.07 DOORS: IDENTIFICATION (JUN 2012)

5.08 PARTITIONS: SUBDIVIDING (SLAT) (OCT 2022)

5.09 PAINTING – TI (SMALL) (OCT 2020)

5.10 FLOOR COVERINGS AND PERIMETERS (SMALL) (OCT 2019)

5.11 HEATING AND AIR CONDITIONING (JUN 2012)

5.12 ELECTRICAL: DISTRIBUTION (SMALL) (SEP 2015)

5.13 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.14 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.15 DATA DISTRIBUTION (OCT 2020)

5.16 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (OCT 2022)

5.17 LIGHTING: INTERIOR AND PARKING – TI (SLAT) (OCT 2020)

5.18 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 (SMALL) (OCT 2020)

6.02 UTILITIES (SMALL) (OCT 2022)

6.03 UTILITIES SEPARATE FROM RENTAL (SLAT) (OCT 2020)

6.04 HEATING AND AIR CONDITIONING (OCT 2022)

6.05 OVERTIME HVAC USAGE (OCT 2023)

6.06 JANITORIAL SERVICES (OCT 2021)

6.07 SNOW REMOVAL (OCT 2020)

6.08 MAINTENANCE OF PROVIDED FINISHES (SMALL) (SEP 2015)

6.09 ASBESTOS (SMALL) (OCT 2021)

6.10 ONSITE LESSOR MANAGEMENT (APR 2011)

6.11 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.12 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.13 LANDSCAPE MAINTENANCE (APR 2011)

6.14 RECYCLING (SLAT) (OCT 2020)

6.15 RANDOLPH-SHEPPARD COMPLIANCE (SMALL) (SEP 2015)

6.16 INDOOR AIR QUALITY (OCT 2023)

6.17 RADON IN AIR (OCT 2023)

6.18 RADON IN WATER (JUN 2012)

6.19 HAZARDOUS MATERIALS (OCT 2023)

6.20 MOLD AND WATER INTRUSION (OCT 2023)

6.21 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.22 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 MODIFIED LEASE PARAGRAPHS (OCT 2016)

7.03 PROVISIONAL ACCEPTANCE (FEB 2021)

7.04 SWING SPACE – LEASE (OCT 2022)

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SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2022)

The Premises are described as follows:

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

Space located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX.

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

C. Unless otherwise noted, the Government accepts the Premises and tenant improvements in their existing condition, except where specifications or standards are contained elsewhere in this Lease. These standards include security improvements, Fire Protection and Life Safety requirements, ABAAS compliance, as well as compliance with all local codes and ordinances. Such acceptance by the Government of existing Premises shall not relieve Lessor of continuing obligations for cleaning, janitorial, maintenance, repair, etc. as set forth in the Lease paragraphs and attached General Clauses.

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

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

A. Parking. XX parking spaces as depicted on the plan attached hereto as Exhibit XX, reserved for the exclusive use of the Government, of which

XX shall be structured/inside parking spaces, and XX shall be surface/outside parking spaces. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property.

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

1.03 RENT AND OTHER CONSIDERATION (OCT 2023)

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

TOTAL ANNUAL RENT3 $XXX,XXX.XX $XXX,XXX.XX

1Shell rent reflects rental rates as follows:

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

Non Firm Term: $XX per RSF, as rounded to the nearest penny.

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

3Total Annual Rent does not reflect reduction for free rent (if applicable). See subparagraph C below.

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

C. In instances where the Lessor amortizes TI 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.

D. 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 3517, General Clauses.

E. 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.

F. Rent is subject to adjustment upon reconciliation from quantities in the Lease to the approved DIDs and post-DID change orders, based on unit prices negotiated and agreed upon prior to Lease award.

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G. 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.

H. 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.

I. 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. In addition, an automatic control system shall be provided to assure compliance with heating, ventilation, and air conditioning requirements.

K. For succeeding Leases with an incumbent Lessor where the Government is currently in occupancy and possession of the leased Premises and where the Lease requires the Lessor to perform alterations using TIA, the amortized tenant improvement 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 as stipulated under the Lease, in addition to payment of the tenant improvement rent for the period starting from the Lease Term Commencement Date to the date of tenant improvements acceptance by the Government (such rent payment will not include any additional interest). Alternatively, the Government may elect to re-amortize the tenant improvements 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, then the rental payments will be adjusted in accordance with the provisions of the Lease (e.g., de-amortization).

1.04 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

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

B. The Government, at its sole discretion, shall make all decisions as to the use of the TIA. The Government may use all or part of the TIA. The

Government may return to the Lessor any unused portion of the TIA in exchange for a decrease in rent according to the agreed-upon amortization rate over the Firm Term.

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

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

1. Reduce the TI requirements;

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

3. Negotiate an increase in the rent.

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

B. The TI Unit Prices listed in Exhibit X will be used to make the adjustment for variances between TI turnkey pricing based on the Agency’s

Requirements and the approved design intent drawings. The prices quoted will also be used to order alterations during the first year of the Lease. The prices quoted shall be the cost to furnish, install, and maintain each item, unless otherwise specified. These prices may be indexed or renegotiated to apply to subsequent years of the Lease upon mutual agreement of the Lessor and the Government. Final rent calculations will be reconciled and the Lease will be amended after acceptance of the Space.

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

1.05 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2022)

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

INITIAL

BUILD-OUT

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

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

1.06 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012) INTENTIONALLY DELETED

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

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.

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):

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 (SLAT) (OCT 2023)

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

DOCUMENT NAME NO. OF PAGES EXHIBIT

FLOOR PLAN(S)

PARKING PLAN(S)

AGENCY REQUIREMENTS

TENANT IMPROVEMENTS UNIT PRICE LIST

SECURITY REQUIREMENTS

SECURITY UNIT PRICE LIST

GSA 3517A GENERAL CLAUSES

SEISMIC FORM C, BUILDING RETROFIT OR NEW CONSTRUCTION PREAWARD COMMITMENT

SMALL BUSINESS SUBCONTRACTING PLAN

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

Approved Small Business Subcontracting Plan

1.11 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.

1.12 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

SOFT TERM, YEARS XX - XX

ANNUAL RENT ANNUAL RATE / RSF

SHELL RENTAL RATE $XX $XX

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2. No. of zones: X

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.

1.13 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 will be reduced by $XX per ABOA SF. 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.

1.14 BUILDING IMPROVEMENTS (OCT 2023)

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

A. _______________ B. _______________ C. _______________

1.15 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI)

UEI: XXXXXXXXXXXX

1.16 ENTITY NAME (OCT 2023)

Lessor may not use Federal agency name(s) and/or acronym(s), e.g., Veterans Health Administration, VHA, in its entity name that owns and/or leases Space to VHA.

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SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2023)

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

A. General Contract Terms.

1. "Contract” means lease.

2. "Contractor” means Lessor.

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

4. “Delivery Date” means the date specified in or determined pursuant to the provisions of the lease for delivery of the premises to the

Government, improved in accordance with the provisions of the lease and substantially complete, as such date may be modified in accordance with the provisions of the lease.

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

a. Acts of God or of the public enemy,

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

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

d. Fires,

e. Floods,

f. Epidemics,

g. Quarantine restrictions,

h. Strikes,

i. Freight embargoes,

j. Unusually severe weather, or

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

6. “Lease Award Date” means the date the LCO executes the lease and furnishes written notification of the executed lease to the successful offeror (usually the date on which the parties’ obligations under the lease begin).

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

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

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

B. Real Property Terms.

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

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

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

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

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

6. “Common Area Factor (CAF)” means a conversion factor determined and applied by the building owner to determine the rentable square feet for the leased space. The CAF is expressed as a percentage of the difference between the amount of rentable square feet (SF) and ABOA SF, divided by the ABOA SF. The CAF shall be determined in accordance with the applicable ANSI/BOMA standard for the type of space to which the CAF shall apply.

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

8. “Non-Firm Term” means the part of the lease term following the end of the firm term, which is subject to termination rights.

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

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

10. “Property” means the land and buildings in which the premises are located, including all appurtenant areas (e.g., parking areas) to which the Government is granted rights.

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

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

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

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

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

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (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 2023)

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

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

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

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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 NOVATION AND CHANGE OF OWNERSHIP (SMALL) (OCT 2016)

Consistent with GSAM 570.115, in the event of a transfer of ownership of the leased premises or a change in the Lessor’s legal name, FAR 42.12 applies.

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

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

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

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

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

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SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 WORK PERFORMANCE (SMALL) (SEP 2015)

All work in performance of this Lease shall be done by skilled and licensed workers or mechanics and shall be acceptable to the LCO.

3.02 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (SLAT) (OCT 2020)

The Lessor shall reuse items or materials in the construction phase of the project, as long as such meet the quality standards set forth by the Government in this Lease. The Government will not pay for existing fixtures and other TIs accepted in place.

3.03 WOOD PRODUCTS (SMALL) (OCT 2023)

For all new installations of wood products, the Lessor is encouraged to use independently certified forest products. For information on certification and certified wood products, refer to the Forest Stewardship Council United States (HTTPS://US.FSC.ORG/EN-US), or the Sustainable Forestry Initiative (HTTP://WWW.SFIPROGRAM.ORG/). Particle board, medium-density fiberboard, and hardwood plywood shall be free of formaldehyde and labeled as Toxic Substances Control Act (TSCA) Title VI compliant. Other wood types such as strawboard shall be free of formaldehyde or sufficiently aged prior to use such that indoor air levels in the finished leased space shall not exceed 0.016 parts per million (ppm) of formaldehyde. All materials comprised of combustible substances, such as wood plywood and wood boards, shall be treated with fire retardant chemicals by a pressure impregnation process or other methods that treats the materials throughout as opposed to surface treatment.

3.04 ADHESIVES AND SEALANTS (SMALL) (OCT 2020)

All adhesives employed on this project (including, but not limited to, adhesives for carpet, carpet tile, plastic laminate, wall coverings, adhesives for wood, or sealants) shall meet the requirements of the manufacturer of the products adhered or involved. The Lessor shall use adhesives and sealants with no heavy metals and that do not result in indoor air levels above 0.016 parts per million (ppm) of formaldehyde. Adhesives and other materials used for the installation of carpets shall be limited to those having a flash point of 140 degrees F or higher.

3.05 BUILDING SHELL REQUIREMENTS (SLAT) (OCT 2020)

A. The Building Shell shall be designed, constructed, and maintained in accordance with the standards set forth herein and completed prior to acceptance of Space. For pricing, fulfillment of all requirements not specifically designated as TIs, Building Specific Amortized Capital, Operating Costs, or other rent components as indicated shall be deemed included in the Shell Rent.

B. Base structure and Building enclosure components shall be complete. All common areas accessible by the Government, such as lobbies, fire egress corridors and stairwells, elevators, garages, and service areas, shall be complete. Restrooms shall be complete and operational. All newly installed Building shell components, including but not limited to, heating, ventilation, and air conditioning (HVAC), electrical, ceilings, sprinklers, etc., shall be furnished, installed, and coordinated with TIs. Circulation corridors are provided as part of the base Building only on multi-tenanted floors where the corridor is common to more than one tenant. On single tenant floors, only the fire egress corridor(s) necessary to meet code is provided as part of the shell.

C. The Building Shell rental rate shall also include, but is not limited to, property financing (exclusive of TIs), insurance, taxes, lease commission, management, profit, etc., for the Building.

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

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 contract. 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 many 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 TI 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, nor payment through rent of the services required under this contract, shall be construed to operate as a waiver of any rights under this contract or of any cause of action arising out of the performance of this contract, 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 subcontractors, etc., all information required whether it is found in this Lease, special requirements and attachments, price lists, or design intent drawings. Reliance upon one of these documents to the exclusion of any other may result in an incomplete understanding of the scope of the work to be performed and/or services to be provided.

https://us.fsc.org/en-us http://www.sfiprogram.org/

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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 contract. The Lessor shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services.

3.07 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

The Building in which the Premises are located shall be designed, built and maintained in good condition and in accordance with the Lease requirements.

If not new or recent construction, the Building shall have undergone by occupancy, modernization, or adaptive reuse for office space with modern conveniences. The Building shall be compatible with its surroundings. Overall, the Building shall project a professional and aesthetically pleasing appearance including an attractive front and entrance way.

3.08 VESTIBULES (OCT 2020)

A. Vestibules shall be provided at public entrances wherever entry to the Space is directly from the outside. In the event of negative air pressure conditions, provisions shall be made for equalizing air pressure. For measurement purposes, vestibules are considered building support space and not ABOA.

B. The Lessor shall provide permanent entryway systems (such as grilles or grates) to control dirt and particulates from entering the Building at all primary exterior entryways.

A. Existing vestibules shall remain in place at public entrances and exits. In the event of negative air pressure conditions, provisions shall be made for equalizing air pressure.

B. Existing grilles and grates shall remain in place to control dirt and particulates from entering the Building at all primary exterior entryways.

3.09 MEANS OF EGRESS (MAY 2015)

A. Prior to occupancy, the Premises and any parking garage areas shall meet or will be upgraded to meet, either the applicable egress requirements in 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.

B. The Space shall have unrestricted access to a minimum of two 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.

E. Doors shall not be locked in the direction of egress unless equipped with special locking hardware in accordance with requirements of NFPA

101 or the IBC.

3.10 AUTOMATIC FIRE SPRINKLER SYSTEM (OCT 2023)

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 the Government occupies, either through this Lease or in combination with other Government Leases in the Building any portion of the Space 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 ANSI/BOMA Occupant Area 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.

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.

3.11 FIRE ALARM SYSTEM (SEP 2013)

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 3rd 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.

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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 25 years old as of the date of award of this Lease, Lessor shall install a new fire alarm system in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date), prior to Government acceptance and occupancy of the Space.

3.12 ENERGY INDEPENDENCE AND SECURITY ACT (MAR 2016)

A. Energy-related Requirements.

1. The Energy Independence and Security Act (EISA) establishes the following requirements for Government Leases in Buildings that have not earned the ENERGY STAR® Label conferred by the Environmental Protection Agency (EPA) within one year prior to the due date for final proposal revisions (“most recent year”).

2. If this Lease was awarded under any of EISA's Section 435 statutory exceptions, the Lessor shall either:

a. Earn the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease); or

b. I. Complete energy efficiency and conservation improvements if any, agreed to by Lessor in lieu of earning the ENERGY

STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease); and

II. Obtain and publicly disclose the Building’s current ENERGY STAR® score (using EPA’s Portfolio Manager tool), unless the Lessor cannot access whole building utility consumption data, or there is no building category within Portfolio Manager to benchmark against, including spaces—

(i) That are located in States with privacy laws that provide that utilities shall not provide such aggregated information to multitenant building owners; and

(ii) For which tenants do not provide energy consumption information to the commercial building owner in response to a request from the building owner. (A Federal agency that is a tenant of the space shall provide to the building owner, or authorize the owner to obtain from the utility, the energy consumption information of the space for the benchmarking and disclosure required by this subparagraph D).

(iii) That cannot be benchmarked (scored) using EPA’s Portfolio Manager tool because of excessive vacancy; in which case Lessor agrees to obtain the score and publicly disclose it within 120 days of the eligibility to obtain a score using the EPA Portfolio Manager tool.

Note. “Public disclosure” means posting the Energy Star® score on state or local websites in those areas that have applicable disclosure mandates, and reporting the score to the Government via Portfolio Manager. In the absence of an applicable state or local disclosure mandate, Lessor shall either generate and display the Energy Star® score in a public space at the building location or post the score on Lessor’s or Lessor’s Parent/Affiliate website.

3. If this Lease was awarded to a Building to be built or to a Building predominantly vacant as of the due date for final proposal revisions and was unable to earn the ENERGY STAR® label for the most recent year (as defined above) due to insufficient occupancy, but was able to demonstrate sufficient evidence of capability to earn the ENERGY STAR® label, then Lessor must earn the ENERGY STAR® label within 18 months after occupancy by the Government.

4. The Lessor is encouraged to purchase at least 50 percent of the Government tenant’s electricity from renewable sources.

B. Hydrology-related Requirements. Per EISA Section 438, the sponsor of any development or redevelopment project involving a Federal facility with a footprint that exceeds 5,000 square feet shall use site planning, design, construction, and maintenance strategies for the property to maintain or restore, to the maximum extent technically feasible, the predevelopment hydrology of the Property with regard to the temperature, rate, volume, and duration of flow. If the Lessor proposes to satisfy the Government’s space requirements through a development or redevelopment project, and the Government will be the sole or predominant tenant such that any other use of the Property will be functionally or quantitatively incidental to the Government’s use, the Lessor is required to implement hydrology maintenance and restoration requirements as required by EISA Section 438.

1. For the purposes of applying EISA Section 438 in this Lease, “sponsor” shall mean “Lessor”, and “exceeds 5,000 square feet” shall mean construction that disturbs 5,000 square feet or more of land area at the Property or on adjoining property to accommodate the Government’s requirements, or at the Property for whatever reason.