A-Evanston_CBOC_Lease_36C252-18-L-0849_ecms-_FINAL_12.4.18_-_Copy.pdf

LEASE NO. 36C252-18-L-0849 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 (10/18)

LEASE NO. 36C252-18-L-0849

Global Lease

GSA FORM L100 (10/2018)

This Lease is made and entered into between

Lessor’s Name

(Lessor), whose principal place of business address is 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 Department of Veterans Affairs (VA), upon the terms and conditions set forth herein.

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

Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at and more fully described in Section 1 and Exhibit , together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by VA.

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

10 years Total; 5 years Firm, subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, estimated Fall 2019-Spring 2020, along with any applicable termination and renewal rights, shall be more specifically set forth in a Lease Amendment upon substantial completion and acceptance of the Space by the Government.

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

FOR THE LESSOR:

Name: ___________________________________

Title: ____________________________________

Entity Name :______________________________

Date: ____________________________________

FOR THE GOVERNMENT:

Lease Contracting Officer

Department of Veterans Affairs

Date:

LEASE NO. 36C252-18-L-0849 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 (10/18)

WITNESSED FOR THE LESSOR BY:

Name: __________________________________

Title: ___________________________________

Date: ___________________________________

The information collection requirements contained in this Solicitation/Contract, that are not required by the regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the

OMB Control No. 3090-0163.

Table of Contents

SECTION 1 THE PREMISES, RENT AND OTHER TERMS

1.01 THE PREMISES (OCT 2016)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (OCT 2017)

1.04 TERMINATION RIGHTS (OCT 2016)

1.05 RENEWAL RIGHTS (OCT 2016)

1.06 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2017)

1.07 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.08 TENANT IMPROVEMENT FEE SCHEDULE (JUN 2012)

1.09 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2016)

1.10 OPERATING COST BASE (OCT 2016)

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

1.12 LESSOR’S DUNS NUMBER (OCT 2017)

SECTION 2 GENERAL TERMS, CONDITIONS AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016)

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2016)

2.04 WAIVER OF RESTORATION (OCT 2016)

2.05 PAYMENT OF BROKER INTENTIONALLY DELETED

2.06 CHANGE OF OWNERSHIP (OCT 2017)

2.07 REAL ESTATE TAX ADJUSTMENT (JUN 2012)

2.08 ADJUSTMENT FOR VACANT PREMISES (OCT 2017)

2.09 OPERATING COSTS ADJUSTMENT (JUN 2012)

2.10 ADDITIONAL POST-AWARD FINANCIAL AND TECHNICAL DELIVERABLES (JUN

2012)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (OCT 2016)

3.02 WORK PERFORMANCE (JUN 2012)

3.03 ENVIRONMENTALLY PREFERABLE PRODUCT REQUIREMENTS (OCT 2017)

3.04 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (JUN 2012) 16

3.05 CONSTRUCTION WASTE MANAGEMENT (OCT 2017)

3.06 WOOD PRODUCTS (OCT 2016)

3.07 ADHESIVES AND SEALANTS (OCT 2017)

3.08 BUILDING SHELL REQUIREMENTS (OCT 2016)

3.09 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (JUN

2012)

3.10 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

3.11 VESTIBULES (APR 2011)

3.12 MEANS OF EGRESS (MAY 2015)

3.13 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 2013)

3.14 FIRE ALARM SYSTEM (SEP 2013)

3.15 ENERGY INDEPENDENCE AND SECURITY ACT (MAR 2016)

3.16 ELEVATORS (OCT 2016)

3.17 FLAGPOLE (SEP 2013)

3.18 DEMOLITION (JUN 2012)

3.19 ACCESSIBILITY (FEB 2007)

3.20 CEILINGS (OCT 2017)

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

3.22 DOORS: IDENTIFICATION (APR 2011)

3.23 WINDOWS (APR 2011)

3.24 PARTITIONS: GENERAL (APR 2015)

3.25 PARTITIONS: PERMANENT (APR 2015)

3.26 INSULATION: THERMAL, ACOUSTIC, AND HVAC (SEP 2013)

3.27 WALL FINISHES—SHELL (SEP 2015)

3.28 PAINTING—SHELL (OCT 2017)

3.29 FLOORS AND FLOOR LOAD (APR 2015)

3.30 FLOOR COVERING AND PERIMETERS—SHELL (SEP 2013)

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

3.32 BUILDING SYSTEMS (APR 2011)

3.33 ELECTRICAL (JUN 2012)

3.34 PLUMBING (JUN 2012)

3.35 DRINKING FOUNTAINS (OCT 2016)

3.36 RESTROOMS (OCT 2016)

3.37 PLUMBING FIXTURES: WATER CONSERVATION (OCT 2016)

3.38 JANITOR CLOSETS (SEP 2015)

3.39 HEATING, VENTILATION, AND AIR CONDITIONING—SHELL (OCT 2016)

3.40 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2015)

3.41 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.42 LIGHTING: INTERIOR AND PARKING—SHELL (OCT 2016)

3.43 ACOUSTICAL REQUIREMENTS (JUN 2012)

3.44 GREEN BUILDING RATING CERTIFICATION FOR NEW CONSTRUCTION (OCT

2016)

3.45 INDOOR AIR QUALITY DURING CONSTRUCTION (OCT 2017)

3.46 SYSTEMS COMMISSIONING (APR 2011)

3.47 DUE DILIGENCE AND NATIONAL ENVIRONMENTAL POLICY ACT

REQUIREMENTS—LEASE (SEP 2014)

3.48 NATIONAL HISTORIC PRESERVATION ACT REQUIREMENTS—LEASE (SEP 2014)

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (OCT 2017)

4.02 CONSTRUCTION DOCUMENTS (SEP 2012)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (OCT 2016)

4.04 BUILDING SPECIFIC AMORTIZED CAPITAL (BSAC) PRICE PROPOSAL

INTENTIONALLY DELETED

4.05 GREEN LEASE SUBMITTALS (OCT 2017)

4.06 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (APR

2011)

4.07 PROGRESS REPORTS (JUN 2012)

4.08 CONSTRUCTION INSPECTIONS (SEP 2015)

4.09 ACCESS BY THE GOVERNMENT PRIOR TO ACCEPTANCE (SEP 2013)

4.10 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (SEP 2015)

4.11 AS-BUILT DRAWINGS (OCT 2017)

4.12 TENANT IMPROVEMENT SUBMITTAL LOG

4.13 LIQUIDATED DAMAGES (JUN 2012)

4.14 LESSOR'S PROJECT MANAGEMENT FEE (SEP 2013)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 TENANT IMPROVEMENT SPECIFICATIONS INTENTIONALLY DELETED

5.03 FINISH SELECTIONS (SEP 2015)

5.04 WINDOW COVERINGS (JUN 2012)

5.05 DOORS: SUITE ENTRY (SEP 2013)

5.06 DOORS: INTERIOR (SEP 2013)

5.07 DOORS: HARDWARE (SEP 2013)

5.08 DOORS: IDENTIFICATION (JUN 2012)

5.09 PARTITIONS: SUBDIVIDING (SEP 2015)

5.10 WALL FINISHES (JUN 2012)

5.11 PAINTING—TI (OCT 2017)

5.12 FLOOR COVERINGS AND PERIMETERS (OCT 2017)

5.13 HEATING AND AIR CONDITIONING (JUN 2012)

5.14 ELECTRICAL: DISTRIBUTION (SEP 2015)

5.15 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.16 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.17 DATA DISTRIBUTION (JUN 2012)

5.18 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (JUN 2012)

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

5.20 AUTOMATIC FIRE SPRINKLER SYSTEM—TI (OCT 2016)

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

6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (JUN 2012)

6.02 UTILITIES (APR 2011)

6.03 UTILITY CONSUMPTION REPORTING (OCT 2016)

6.04 HEATING AND AIR CONDITIONING (OCT 2017)

6.05 JANITORIAL SERVICES (JUN 2012)

6.06 SELECTION OF CLEANING PRODUCTS (OCT 2016)

6.07 SELECTION OF PAPER PRODUCTS (APR 2015)

6.08 SNOW REMOVAL (APR 2011)

6.09 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2013)

6.10 MAINTENANCE OF PROVIDED FINISHES (OCT 2016)

6.11 ASBESTOS ABATEMENT (APR 2011)

6.12 ONSITE LESSOR MANAGEMENT (APR 2011)

6.13 IDENTITY VERIFICATION OF PERSONNEL (OCT 2016)

6.14 SCHEDULE OF PERIODIC SERVICES (JUN 2012)

6.15 LANDSCAPING (OCT 2016)

6.16 LANDSCAPE MAINTENANCE (APR 2011)

6.17 RECYCLING (JUN 2012)

6.18 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

6.19 INDOOR AIR QUALITY (OCT 2016)

6.20 RADON IN AIR (OCT 2016)

6.21 HAZARDOUS MATERIALS (SEP 2013)

6.22 MOLD (OCT 2016)

6.23 OCCUPANT EMERGENCY PLANS (SEP 2013)

6.24 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2016)

7.02 GOVERNMENT PURCHASE CARDS

7.03 MODIFIED LEASE PARAGRAPHS (OCT 2016)

LEASE NO. 36C252-18-L-0849, PAGE 1 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 (10/18)

SECTION 1 THE PREMISES, RENT AND OTHER TERMS

1.01 THE PREMISES (OCT 2016)

The Premises are described as follows:

A. Office and Related Space: 12,535 rentable square feet (RSF), yielding 9,285 ABOA (NUSF) of office and related Space located on the floor(s) and known as Suite(s) , of the Building, as depicted on the floor plan(s) attached hereto as Exhibit .

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 (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: 50 parking spaces reserved for the exclusive use of the Government and 50 shall be surface/outside parking spaces, which 7 shall be handicap accessible and 10 reserved for VA Patient Parking only identified by signage. 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 2017)

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

Operating Costs2

Tenant Improvements Rent3 $0.00

Building Specific Amortized

Capital (BSAC)4

$0.00

LEASE NO. 36C252-18-L-0849, PAGE 2 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 (10/18)

Total Annual Rent

1Shell rent calculation:

(Firm Term) $XX per NUSF multiplied by 9,285 NUSF

(Non Firm Term) $XX per NUSF multiplied by 9,285 NUSF

2Operating Costs rent calculation: $XX per NUSF multiplied by 9,285 NUSF

3The Tenant Improvement Allowance of $XX is 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

B. INTENTIONALLY DELETED

C. INTENTIONALLY DELETED

D. INTENTIONALLY DELETED

E. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not to exceed 9,285 NUSF based upon the methodology outlined under the “Payment” clause of GSA Form 3517.

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

G. INTENTIONALLY DELETED

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

I. Rent shall be paid to Lessor by electronic funds transfer in accordance with the provisions of the General

Clauses. Rent shall be payable to the Payee designated by the Lessor in the System for Award Management

(SAM). If the payee is different from the Lessor, both payee and Lessor must be registered and active in SAM.

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, contractor 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.

LEASE NO. 36C252-18-L-0849, PAGE 3 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 (10/18)

1.04 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 90 days’ prior written notice to the Lessor. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice, whichever is later. No rental shall accrue after the effective date of termination.

1.05 RENEWAL RIGHTS (OCT 2016)

A. This Lease may be renewed at the option of the Government for a term of 0 months Years at the following rental rate(s):

provided notice is given to the Lessor at least 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.

1.06 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2017)

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

DOCUMENT NAME NO. OF

PAGES

EXHIBIT

AGENCY REQUIREMENTS-SPACE

AND DESIGN

B, B1

FLOOR PLAN(S) 1 B2

VEHICLE BARRIERS 1 B3

SECURITY REQUIREMENTS-LEVEL II C

OPTION TERM, YEARS: 0 MONTHS

ANNUAL RENT ANNUAL RATE / NUSF

SHELL RENTAL

RATE

OPERATING COSTS

OPERATING COST BASE SHALL CONTINUE FROM THE

EFFECTIVE YEAR OF THE LEASE. OPTION TERM IS SUBJECT

TO CONTINUING ANNUAL ADJUSTMENTS.

LEASE NO. 36C252-18-L-0849, PAGE 4 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 (10/18)

GSA FORM 3517B GENERAL

CLAUSES

D

GSA FORM 1364 E

GSA 1217 F

GSA FORM 12000 G

SECURITY UNIT PRICE LIST H

DOL WAGE DETERMINATION-COOK

COUNTY

I

MASTERFORMAT TICS TABLE J

SMALL BUSINESS

SUBCONTRACTING PLAN

K

REVISION(S) TO LEASE ISSUED

UNDER RLP AMENDMENT

NUMBER(S)

TBD L

1.07 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

A. The Tenant Improvement Allowance (TIA) for purposes of this Lease is $144.00 per NUSF. 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 XX 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 above, the Government may elect to:

1. Reduce the TI requirements;

LEASE NO. 36C252-18-L-0849, PAGE 5 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 (10/18)

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.

1.08 TENANT IMPROVEMENT FEE SCHEDULE (JUN 2012)

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

INITIAL

BUILD-OUT

ARCHITECT/ENGINEER FEES ( $ PER NUSF OR % OF TI

CONSTRUCTION COSTS)

$XX OR %

LESSOR'S PROJECT MANAGEMENT FEE (% OF TI

CONSTRUCTION COSTS)

1.09 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2016)

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 12,535 RSF by the total Building space of XX__ RSF. The tax parcel number is

XX__ _ .

1.10 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__ per RSF.

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__ per NUSF of Space vacated by the

Government.

1.12 LESSOR’S DUNS NUMBER (OCT 2017)

Lessor’s Dun & Bradstreet DUNS Number ______ XX__ ______.

LEASE NO. 36C252-18-L-0849, PAGE 6 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100

(10/18)

SECTION 2 GENERAL TERMS, CONDITIONS AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016)

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

A. Appurtenant Areas. Appurtenant Areas are defined as those areas and facilities on the Property that are not located within the Premises, but for which rights are expressly granted under this Lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to the Government's enjoyment of the Premises and express appurtenant rights.

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

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

D. Fully-Serviced Lease - Fully-Serviced means that the lease rental rate includes all utilities (including, but not limited to) telephone service, internet service, cable television service, heating and air conditioning, including system maintenance, electrical service (including lighting bulb, tube, ballast and starter replacement), natural gas, water, sewage, janitorial service (including cleaning supplies), common area maintenance (CAM), insurance, property taxes and other applicable taxes, building management fees, building maintenance and reserves.

E. Commission Credit. If VA 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.”

F. Common Area Factor. The “Common Area Factor” (CAF) is a conversion factor determined by the

Building owner and applied by the owner to the NUSF 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 NUSF, divided by the NUSF. For example 11,500 RSF and 10,000 NUSF will have a CAF of 15% [(11,500 RSF-10,000

NUSF)/10,000 NUSF].

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

H. Contractor. “Contractor” shall mean Lessor.

I. Contracting Officer’s Representative (COR) - Person designated by the LCO to monitor contract performance and ensuring the Government receives the goods and services required under the Lease.

COR responsibilities are outlined in the COR delegation of authority.

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

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

L. 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.

LEASE NO. 36C252-18-L-0849, PAGE 7 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100

M. Fully-Serviced Lease - Fully-Serviced means that the lease rental rate includes all utilities (including, but not limited to) telephone service, internet service, cable television service, heating and air conditioning, including system maintenance, electrical service (including lighting bulb, tube, ballast and starter replacement), natural gas, water, sewage, janitorial service (including cleaning supplies), common area maintenance (CAM), insurance, property taxes and other applicable taxes, building management fees, building maintenance and reserves.

N. VAAR. All references to the VAAR shall be understood to mean the VA supplement to the FAR, codified at 48 CFR Chapter 8.

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

P. 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).

Q. NUSF Office Area. For the purposes of this solicitation, Net Usable Square Feet (NUSF) means “the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed.”

Net usable space is that portion of rentable space that is available for a tenant’s personnel, furnishings, and equipment. Net usable space is the area for which VA will pay a square foot rate. It is determined as follows:

• If the space is on a single tenancy floor, compute the inside gross area by measuring between the inside finish of the permanent exterior building walls or from the face of the convectors (pipes or other wall-hung fixtures) if the convector occupies at least 50% of the length of exterior walls.

• If the space is on a multiple tenancy floor, measure from the exterior building walls as above and to the room side finish of the fixed corridor and shaft walls and/or the center of tenant-separating partitions.

In all measurements, make no deductions for columns and projections enclosing the structural elements of the building. Deduct the following from the inside gross area, including the enclosing walls, to arrive at the figure for net usable square feet:

• Those housekeeping closets not contained in programmed areas.

• Public restrooms and lounges.

• Building equipment and service areas.

• Public corridors and entrance lobbies.

• Vertical circulation.

• Shafts and risers.

NUSF square feet and usable square feet may be used interchangeably throughout the lease documents.

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

LEASE NO. 36C252-18-L-0849, PAGE 8 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100

S. Property. Defined as the land and Buildings in which the Premises are located, including all

Appurtenant Areas (e.g., parking areas) to which the Government is granted rights.

T. Punch List - A list of items that must be completed or corrected (between substantial completion and final acceptance) in order for the project to be considered complete. Punch list items are those items that require corrective action to conform to the lease requirements and do not affect the Government’s use of the space as intended.

U. 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: NUSF of Space x (1 + CAF) = RSF.

V. Space. The Space shall refer to that part of the Premises to which the Government has exclusive use, such as Office Area, or other type of Space. Parking areas to which the Government has rights under this

Lease are not included in the Space.

W. Substantial Completion - The stage in the progress of the TI where the TI or designated portion is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the space for its intended use.

X. Office Area. For the purposes of this Lease, Space shall be measured in NUSF.

Y. 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 2016)

A. The Government may request the Lessor to provide alterations during the term of the Lease.

Alterations will be ordered by issuance of a Lease Amendment, GSA Form 300, Order for Supplies or

Services, or a tenant agency-approved form when specifically authorized to do so by the LCO. The

General Services Administration Acquisition Manual (“GSAM”) clause, 552.270-31, Prompt Payment, including its invoice requirements, shall apply to orders for alterations. All orders are subject to the terms and conditions of this Lease and may be placed by the LCO or a warranted contracting officer’s representative (COR) in VA or the tenant agency when specifically authorized to do so by the LCO, subject to the threshold limitation below.

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2.04 WAIVER OF RESTORATION (OCT 2016)

Lessor shall have no right to require the Government to restore the Premises upon termination of the

Lease, and waives all claims against the Government for waste, damages, or restoration arising from or related to (a) the Government's normal and customary use of the Premises during the term of the Lease

(including any extensions thereof), as well as (b) any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government. At its sole option, the Government may abandon property in the Space following expiration 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 INTENTIONALLY DELETED

2.06 CHANGE OF OWNERSHIP (OCT 2017)

A. If during the term of the Lease, title to the Property is transferred, the Lease is assigned, or the Lessor changes its legal name, the Lessor and its successor shall comply with the requirements of FAR Subpart

42.12. If title is transferred, the Lessor 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. A sample form is found at FAR 42.1205.

C. If title to the Property is transferred, or the Lease is assigned, the Government, the original Lessor

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

Amendment.

D. In addition to all documents required by FAR 42.1204, the LCO may request additional information

(e.g., copy of the deed, bill of sale, certificate of merger, contract, court decree, articles of incorporation, operation agreement, partnership certificate of good standing, etc.) from the Transferor or Transferee to verify the parties' representations regarding the transfer, and to determine whether the transfer of the

Lease is in the Government's interest.

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

F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award Management (SAM) for purposes of “All Awards” (See FAR

52.232-33), and complete all required representations and certifications within SAM.

G. If title to the Property is transferred, or the Lease is assigned, rent shall continue to be paid to the original Lessor, subject to the Government's rights as provided for in this Lease. The Government's obligation to pay rent to the Transferee shall not commence until the Government has received all

LEASE NO. 36C252-18-L-0849, PAGE 10 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 information reasonably required by the LCO under sub-paragraph D, 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.

2.07 REAL ESTATE TAX ADJUSTMENT (JUN 2012)

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

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

Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant

Areas (e.g., parking areas to which the Government is granted rights).

Real Estate Taxes are those taxes that are levied upon the owners of real property by a Taxing Authority

(as hereinafter defined) of a state or local Government on an ad valorem basis to raise general revenue for funding the provision of government services. The term excludes, without limitation, special assessments for specific purposes, assessments for business improvement districts, and/or community development assessments.

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

Tax Year refers to the 12-month period adopted by a Taxing Authority as its fiscal year for assessing Real

Estate Taxes on an annual basis.

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

Unadjusted Real Estate Taxes are the full amount of Real Estate Taxes that would be assessed for the

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

Real Estate Tax Base is the unadjusted Real Estate Taxes for the first full Tax Year following the commencement of the Lease term. If the Real Estate Taxes for that Tax Year are not based upon a Full

Assessment of the Property, then the Real Estate Tax Base shall be the Unadjusted Real Estate Taxes for the Property for the first full Tax Year for which the Real Estate Taxes are based upon a Full Assessment.

Such first full Tax Year may be hereinafter referred to as the Tax Base Year. Alternatively, the Real

Estate Tax Base may be an amount negotiated by the parties that reflects an agreed upon base for a Fully

Assessed value of the Property.

The Property is deemed to be Fully Assessed (and Real Estate Taxes are deemed to be based on a Full

Assessment) only when a Taxing Authority has, for the purpose of determining the Lessor's liability for

LEASE NO. 36C252-18-L-0849, PAGE 11 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100

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

Percentage of Occupancy refers to that portion of the Property exclusively occupied or used by the

Government pursuant to the Lease. For Buildings, the Percentage of Occupancy is determined by calculating the ratio of the RSF occupied by the Government pursuant to the Lease to the total RSF in the

Building or Buildings so occupied, and shall not take into account the Government's ancillary rights including, but not limited to, parking or roof space for antennas (unless facilities for such ancillary rights are separately assessed). This percentage shall be subject to adjustment to take into account increases or decreases for Space leased by the Government or for rentable space on the Property.

C. Adjustment for changes in Real Estate Taxes. After the Property is Fully Assessed, the Government shall pay its share of any increases and shall receive its share of any decreases in the Real Estate Taxes for the Property, such share of increases or decreases to be referred to herein as "tax adjustment." The amount of the tax adjustment shall be determined by multiplying the Government's Percentage of

Occupancy by the difference between the current year Unadjusted Real Estate Taxes and the Real Estate

Tax Base, less the portion of such difference not paid due to a Tax Abatement (except if a Tax Abatement comes into effect after the date of award of the Lease). If a Tax Abatement comes into effect after the date of award of the Lease, the amount of the tax adjustment shall be determined by multiplying the

Government's Percentage of Occupancy by the difference between the current year Unadjusted Real

Estate Taxes and the Real Estate Tax Base. The Government shall pay the tax adjustment in a single annual lump sum payment to the Lessor. In the event that this tax adjustment results in a credit owed to the Government, the Government may elect to receive payment in the form of a rental credit or lump sum payment.

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

After commencement of the Lease term, the Lessor shall provide to the LCO copies of all real estate tax bills for the Property, all documentation of Tax Abatements, credits, or refunds, if any, and all notices which may affect the assessed valuation of the Property, for the Tax Year prior to the commencement of the Lease Term, and all such documentation for every year following. Lessor acknowledges that the LCO shall rely on the completeness and accuracy of these submissions in order to establish the Real Estate Tax

Base and to determine tax adjustments. The LCO may memorialize the establishment of the Real Estate

Tax Base by issuing a unilateral administrative lease amendment indicating the base year, the amount of the Real Estate Tax Base, and the Government's Percentage of Occupancy.

The Real Estate Tax Base is subject to adjustment when increases or decreases to Real Estate Taxes in any Tax Year are attributable to (a) improvements or renovations to the Property not required by this

Lease, or (b) changes in net operating income for the Property not derived from this Lease. If either condition results in a change to the Real Estate Taxes, the LCO may re-establish the Real Estate Tax Base as the Unadjusted Real Estate Taxes for the Tax Year the Property is reassessed under such condition, less the amount by which the Unadjusted Real Estate Taxes for the Tax Year prior to reassessment exceeds the prior Real Estate Tax Base.

LEASE NO. 36C252-18-L-0849, PAGE 12 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100

If this Lease includes any options to renew the term of the Lease, or be otherwise extended, the Real

Estate Tax Base for determining tax adjustments during the renewal term or extension shall be the last

Real Estate Tax Base established during the base term of the Lease.

If any Real Estate Taxes for the Property are retroactively reduced by a Taxing Authority during the term of the Lease, the Government shall be entitled to a proportional share of any tax refunds to which the

Lessor is entitled, calculated in accordance with this Paragraph. Lessor acknowledges that it has an affirmative duty to disclose to the Government any decreases in the Real Estate Taxes paid for the

Property during the term of the Lease. Lessor shall annually provide to the LCO all relevant tax records for determining whether a tax adjustment is due, irrespective of whether it seeks an adjustment in any Tax

Year.

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

Lessor or Lessor’s designee. If the credit due to the Government is not paid by the due date, interest shall accrue on the late payment at the rate established by the Secretary of the Treasury under Section 12 of the

Contract Disputes Act of 1978, as amended (41 USC § 611), that is in effect on the day after the due date.

The interest penalty shall accrue daily on the amount of the credit and shall be compounded in 30-day increments inclusive from the first day after the due date through the payment date. The Government shall have the right to pursue the outstanding balance of any tax credit using all such collection methods as are available to the United States to collect debts. Such collection rights shall survive the expiration of this Lease.

In order to obtain a tax adjustment, the Lessor shall furnish the LCO with copies of all paid tax receipts, or other similar evidence of payment acceptable to the LCO, and a proper invoice (as described in GSA

Form 3517, General Clauses, 552.270-31, Prompt Payment) for the requested tax adjustment, including the calculation thereof. All such documents must be received by the LCO within 60 calendar days after the last date the real estate tax payment is due from the Lessor to the Taxing Authority without payment of penalty or interest. FAILURE TO SUBMIT THE PROPER INVOICE AND EVIDENCE OF

PAYMENT WITHIN SUCH TIME FRAME SHALL CONSTITUTE A WAIVER OF THE LESSOR’S

RIGHT TO RECEIVE A TAX ADJUSTMENT PURSUANT TO THIS PARAGRAPH FOR THE TAX

YEAR AFFECTED.

Tax Appeals. If the Government occupies more than 50 percent of the Building by virtue of this and any other Government Lease(s), the Government may, upon reasonable notice, direct the Lessor to initiate a tax appeal, or the Government may elect to contest the assessed valuation on its own behalf or jointly on behalf of Government and the Lessor. If the Government elects to contest the assessed valuation on its own behalf or on behalf of the Government and the Lessor, the Lessor shall cooperate fully with this effort, including, without limitation, furnishing to the Government information necessary to contest the assessed valuation in accordance with the filing requirements of the Taxing Authority, executing documents, providing documentary and testimonial evidence, and verifying the accuracy and completeness of records. If the Lessor initiates an appeal at the direction of the Government, the

Government shall have the right to approve the selection of counsel who shall represent the Lessor with

LEASE NO. 36C252-18-L-0849, PAGE 13 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 regard to such appeal, which approval shall not be unreasonably withheld, conditioned or delayed, and the

Lessor shall be entitled to a credit in the amount of its reasonable expenses in pursuing the appeal.

2.08 ADJUSTMENT FOR VACANT PREMISES (OCT 2017)

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 NUSF of operating expenses not required to maintain the Space.

C. Said reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the Government occupies the vacant Premises or the Lease expires or is terminated.

2.09 OPERATING COSTS ADJUSTMENT (JUN 2012)

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

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

Wage Earners and Clerical Workers (CPI-W), U.S. city average, all items, (1982 to 1984 = 100) published by the Bureau of Labor Statistics. However, payment of the CPI adjustment will be paid in lump sum in arrears.

C. In the event of any decreases in the Cost of Living Index occurring during the term of the occupancy under the Lease, the rental amount will be reduced accordingly. The amount of such reductions will be determined in the same manner as increases in rent provided under this paragraph.

D. If the Government exercises an option to extend the Lease term at the same rate as that of the original term, the option price will be based on the adjustment during the original term. Annual adjustments will continue.

2.10 ADDITIONAL POST-AWARD FINANCIAL AND TECHNICAL

DELIVERABLES (JUN 2012)

A. If the Lessor is a HUBZone small business concern (SBC) that did not waive the price evaluation preference, the Lessor shall provide a certification within 10 days after Lease award to the LCO (or representative designated by the LCO) that the Lessor was an eligible HUBZone SBC on the date of award. If it is determined within 20 days after award that a HUBZone SBC Offeror that has been

LEASE NO. 36C252-18-L-0849, PAGE 14 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100 awarded the Lease was not an eligible HUBZone SBC at the time of award, and the HUBZone SBC

Lessor failed to provide the LCO with information regarding a change to its HUBZone eligibility prior to award, then the Lease shall be subject, at the LCO's discretion, to termination, and the Government will be relieved of all obligations to the Lessor in such an event and not be liable to the Lessor for any costs, claims or damages of any nature whatsoever.

B. Within 15 days after Lease award, the Lessor shall provide to the LCO (or representative designated by the LCO) evidence of:

1. A firm commitment of funds in an amount sufficient to perform the work.

2. The names of at least two proposed construction contractors, as well as evidence of the contractors’ experience, competency, and performance capabilities with construction similar in scope to that which is required herein.

3. The license or certification to practice in the state where the Building is located from the individual(s) and/or firm(s) providing architectural and engineering design services.

C. The Government shall have the right to withhold approval of design intent drawings (DIDs) until the conditions specified in sub-paragraphs A and B have been satisfied.

D. Within ten (10) calendar days after the LCO issues the Notice To Proceed (NTP) for TI construction, the Lessor shall provide to the LCO evidence of:

1. Award of a construction contract for TIs with a firm completion date. This date must be in accordance with the construction schedule for TIs as described in the “Schedule for Completion of Space” paragraph of this Lease.

2. Issuance of required permits for construction of the TIs.

LEASE NO. 36C252-18-L-0849, PAGE 15 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100

SECTION 3 CONSTRUCTION STANDARDS AND SHELL

COMPONENTS

3.01 LABOR STANDARDS (OCT 2016)

If the Lessor proposes to satisfy the requirements of this Lease through the construction of a new Building or the complete rehabilitation or reconstruction of an existing Building, and the Government will be the sole or predominant tenant such that any other use of the Building will be functionally or quantitatively incidental to the Government’s use and occupancy, the following FAR clauses shall apply to all work

(including shell and TIs) performed prior to the Government's acceptance of space as substantially complete. Full text versions of these clauses are available upon request from the LCO. Full text versions are also available at HTTPS://WWW.ACQUISITION.GOV/?Q=BROWSEFAR.

52.222-4 Contract Work Hours and Safety Standards Act—Overtime Compensation

52.222-5 Construction Wage Rate Requirements - Secondary Site of the Work

52.222-6 Construction Wage Rate Requirements

52.222-7 Withholding of Funds

52.222-8 Payrolls and Basic Records

52.222-9 Apprentices and Trainees

52.222-10 Compliance with Copeland Act Requirements

52.222-11 Subcontracts (Labor Standards)

52.222-12 Contract Termination–Debarment

52.222-13 Compliance with Construction Wage Rate Requirements and Related Regulations

52.222-14 Disputes Concerning Labor Standards

52.222-15 Certification of Eligibility

3.02 WORK PERFORMANCE (JUN 2012)

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

3.03 ENVIRONMENTALLY PREFERABLE PRODUCT REQUIREMENTS (OCT

2017)

A. The Lessor must provide environmentally preferable products as detailed throughout individual paragraphs of this Lease.

LEASE NO. 36C252-18-L-0849, PAGE 16 LESSOR: _______ GOVERNMENT: _______ GSA FORM L100

B. When individual…