LUT147945.draft.issued.docx

LEASE NO. GS-08P-LUT14794

Simplified Lease GSA FORM L201A (September 2014)

INSTRUCTIONS TO LEASING SPECIALIST: The red XS throughout the document indicate required information to be input by the Leasing specialist – change red text to black after input is complete.

INSTRUCTIONS TO OFFERORS: Fill in this form with the required information where appropriate, initial each page, sign on this page (type in name and title), and have a witness to your signature sign also. Upon selection for award, GSA will countersign the Lease document.

This Lease is made and entered into between

Lessor’s Full Legal Name (exactly as registered in the System for Award Management (SAM))

NOTE: THE TEMPLATE ASSUMES THE LESSOR OWNS THE PROPERTY. HOWEVER IF THERE ARE ANY UNUSUAL SITE-CONTROL ISSUES SUCH AS SUBLEASES, GROUND LEASES, ETC. PLEASE CONSULT WITH REAL ESTATE ACQUISITION DIVISION SUBJECT MATTER EXPERTS AND REGIONAL COUNSEL AS NEEDED.

(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 General Services Administration (GSA), 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 Exhibits, 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.

LEASING SPECIALIST TO INPUT THE REQUIRED LEASE TERM and the estimated lease commencement date. insertion of an estimated lease commencement date is optional at the discretion of the lco. if specific dates are known prior to the issuance of the rlp, enter the dates during rlp development.

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, 10 Years Firm. The commencement date of this Lease, estimated to be September 1, 2015, along with any applicable termination and renewal rights, shall be more specifically be 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.

[TYPE IN NAME OF LEASE CONTRACTING OFFICER]

FOR THE LESSOR:

Name: ____________________________________

Title: ____________________________________

Entity Name: ____________________________________

Date: ______________________________________________

FOR THE GOVERNMENT:

Shelley Smith

Lease Contracting Officer

General Services Administration, Public Buildings Service

Date: ______________________________________________

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.

Template revised 09/30/2014 Template revised 09/30/2014

LEASE NO. GS-08P-LUT14794 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (09/14)

LEASE NO. GS-08P-LUT14794 GSA FORM L201A (09/14) LESSOR: ______ GOVERNMENT: ________

TABLE OF CONTENTS

INSTRUCTIONS FOR CREATING LEASE AND RLP DOCUMENTS

ALL INSTRUCTIONS FOR CREATING THESE DOCUMENTS ARE TYPED IN BLUE HIDDEN TEXT. YOU SHOULD WORK WITH THE HIDDEN TEXT SHOWING , EXCEPT WHEN PRINTING THE FINISHED DOCUMENT.

THIS TEMPLATE WAS UPDATED AS OF THE DATE SHOWN IN THE HEADER. THE DATE WILL NOT PRINT IF YOU TURN OFF THE HIDDEN TEXT PER THE INSTRUCTIONS BELOW. THE MOST UP-TO-DATE LEASE REFORM TEMPLATES ARE LOCATED ON THE NATIONAL OFFICE OF LEASING GOOGLE SITE.

HOW TO REVEAL HIDDEN TEXT IN THE DOCUMENT—

1. CLICK ON THE MSWORD LOGO AT THE TOP OF THE COMPUTER SCREEN (FAR LEFT).

2. CLICK ON “WORD OPTIONS” AT THE BOTTOM OF THE SCREEN.

3. CLICK ON “DISPLAY” IN THE LEFT-HAND COLUMN OF THE SCREEN.

4. IN THE RIGHT-HAND COLUMN, UNDER “ALWAYS SHOW THESE FORMATTING MARKS ON THE SCREEN,”—IF THERE IS NO CHECKMARK IN THE “HIDDEN TEXT” BOX—CLICK ON THE HIDDEN TEXT BOX. NOTE: A CHECKMARK WILL APPEAR IN THE BOX.

5. CLICK ON “OK.” TO CLOSE OUT THE WORD OPTIONS SCREEN.

TO TURN OFF HIDDEN TEXT: FOLLOW INSTRUCTIONS (1) THRU (5), ABOVE. WHEN YOU CLICK ON THE “HIDDEN TEXT” BOX, THE CHECKMARK WILL DISAPPEAR AND THE HIDDEN TEXT WILL NOT SHOW ON SCREEN OR IN PRINTED VERSIONS OF THE LEASE.

TO INPUT DATA: IF A PARAGRAPH HAS BOLD RED Xs, A DOLLAR SIGN ($) FOLLOWED BY UNDERSCORING, OR EMPTY UNDERSCORING (_______), INPUT THE REQUIRED INFORMATION.

TO DELETE AND MODIFY PARAGRAPHS*

ALL PARAGRAPHS ARE STANDARDIZED AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING “ACTION REQUIRED,” “OPTIONAL,” OR “NOTE.” IF IT IS DETERMINED TO DELETE A PARAGRAPH OR SUB-PARAGRAPH, TAKE THE FOLLOWING STEPS:

TO DELETE A PARAGRAPH—

1. USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TEXT. (NOTE: DO NOT SELECT THE PARAGRAPH NUMBER)

2. CLICK ON THE DELETE KEY TO DELETE THE TEXT.

3. YOU HAVE A CHOICE REGARDING THE TITLE. YOU MAY EITHER STRIKE THROUGH THE TITLE AND ADD THE WORDS “INTENTIONALLY DELETED” AFTER THE STRICKEN TITLE, OR YOU MAY DELETE THE TITLE AND REPLACE IT WITH “INTENTIONALLY DELETED.” IN EITHER CASE, LEAVE THE PARAGRAPH NUMBER INTACT SO THE PARAGRAPH NUMBERING WILL REMAIN THE SAME FOR THE PARAGRAPHS THAT FOLLOW.

4. TO STRIKE THROUGH THE TITLE, USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TITLE. (NOTE: DO NOT SELECT THE PARAGRAPH NUMBER.) CLICK ON THE “STRIKETHROUGH” KEY (abc). THEN PLACE THE CURSOR TO THE RIGHT OF THE STRUCK-OUT PARAGRAPH TITLE AND TYPE “INTENTIONALLY DELETED.” NOTE: THE TEXT WILL BE DELETED AND THE PARAGRAPH NUMBER AND STRUCK-OUT TITLE WILL REMAIN.

EXAMPLE: 2.05 OPERATING COST ADJUSTMENT INTENTIONALLY DELETED

5. ALTERNATELY, YOU MAY DELETE THE TITLE ALTOGETHER. USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TITLE. OVERTYPE WITH THE WORDS “INTENTIONALLY DELETED.”

EXAMPLE: 2.05 INTENTIONALLY DELETED

TO DELETE A SUB-PARAGRAPH—

1. USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TEXT. (NOTE: DO NOT SELECT THE PARAGRAPH NUMBER, LETTER, OR TITLE, IF ANY.) DELETE THE TEXT BY CLICKING ON THE “DELETE” KEY.

2. PLACE THE CURSOR WHERE THE TEXT WAS AND TYPE “INTENTIONALLY DELETED.”.

TO MODIFY ALL OR PART OF A PARAGRAPH—

1. GO TO THE LAST SECTION OF THIS LEASE TITLED "ADDITIONAL TERMS AND CONDITIONS."

2. CREATE A LIST OF “MODIFIED PARAGRAPHS” WITH THE HEADING: “THE FOLLOWING PARAGRAPHS HAVE BEEN MODIFIED IN THIS LEASE:”

3. SELECT AND COPY THE MODIFIED PARAGRAPH TITLE AND PARAGRAPH NUMBER).

4. GO TO THE END OF THE LAST PARAGRAPH AND CLICK ON YOUR MOUSE TO PLACE THE CURSOR BELOW THE LAST ENTRY).

5. PASTE THE TITLE YOU JUST COPIED.

6. MAKE YOUR CHANGES, ADDITIONS, DELETIONS, ETC., TO THE PARAGRAPH IN ITS ORIGINAL LOCATION IN THE DOCUMENT.

7. SAVE YOUR CHANGES.

TO UPDATE THE TABLE OF CONTENTS AND PAGE REFERENCES WHEN YOU ARE FINISHED REVISING A DOCUMENT:

1. GO TO AND CLICK IN THE TABLE OF CONTENTS.

2. RIGHT CLICK TO VIEW DROP-DOWN WINDOW.

3. FROM THE DROP-DOWN MENU, CLICK ON “UPDATE FIELD.”

4. CLICK ON “UPDATE ENTIRE TABLE.” NOTE: TABLE WILL UPDATE ANY HEADINGS THAT WERE CHANGED DURING THE REVIEW. NOTE: YOU SHOULD VERIFY ONE OR TWO CHANGES TO CONFIRM THE TOC WAS UPDATED PROPERLY.

*THE ABOVE PRACTICES WILL INCREASE STANDARDIZATION AND FAMILIARITY OF THE DOCUMENT FOR THE PRACTITIONER BY ALLOWING CONSISTENT NUMBERING THROUGHOUT THE DOCUMENT.

TO ADD SECURITY REQUIREMENTS

ATTACH THE APPROPRIATE DOCUMENT TITLED “SECURITY REQUIREMENTS” AFTER CONSULTING WITH FPS AND THE AGENCY TO DETERMINE THEIR SPECIFIC REQUIREMENTS USING THE APPROPRIATE FACILITY SECURITY LEVEL (FSL) I, II, III, OR IV.

THE FOLLOWING INSTRUCTIONS APPLY TO SIMPLIFIED MODEL ONLY:

· NOTE THAT THIS IS A TURNKEY MODEL. ALL REQUIRED IMPROVEMENTS MUST BE INCLUDED BY THE LCO AS PART OF THE LEASE (ASR, PROTOTYPE LAYOUT, ETC.). THERE IS NO STATED TI ALLOWANCE.

· ALL APPROPRIATE GENERAL CLAUSES ARE ALREADY INCORPORATED INTO THE LEASE DOCUMENT (L201A). DO NOT ATTACH A SEPARATE GSA FORM 3517.

· THE SOLICITATION PROVISIONS (GSA FORM 3516A) ARE NOT INCORPORATED INTO THE DOCUMENT. THESE MUST BE ATTACHED.

LEASE NO. GS-08P-LUT14794, PAGE 1 GSA FORM L201A (09/14) LESSOR: ______ GOVERNMENT: ________

ALL PARAGRAPHS ARE STANDARDIZED FOR THIS MODEL AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING.

FOR THIS SECTION, DO NOT FILL IN ANY XX’S OR BLANKS PRIOR TO AWARD, EXCEPT AS FOLLOWS:

· FILL IN BROKER NAME UNDER PARAGRAPH 1.04, IF APPLICABLE

· ADJUST THE LIST OF ATTACHED DOCUMENTS UNDER PARAGRAPH 1.07

THE PREMISES, RENT, AND OTHER TERMS

THE PREMISES (Simplified) (SEP 2013)

The Premises are as described under Exhibit A, Simplified Lease Proposal, GSA Form 1364A.

EXPRESS APPURTENANT RIGHTS (simplified) (JUN 2012)

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 parking as described under Block 16 of Exhibit A, Simplified Lease Proposal, GSA Form 1364A. 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.

NOTE: CONFIRM WHETHER THE TENANT IMPROVEMENT COSTS LISTED IN THE PROPOSAL EXCEED THE AGENCY’S AUTHORIZED TI TIER. IN ACCORDANCE WITH PRICING POLICY, TI COSTS IN EXCESS OF THE TIER CANNOT BE AMORTIZED INTO THE RENT UNLESS A DEVIATION IS GRANTED BY PORTFOLIO. IF THE TI COSTS EXCEED THE AUTHORIZED TIER, THE LEASING SPECIALIST MUST EITHER GAIN APPROVAL TO INCREASE THE TI ALLOWANCE, OR OBTAIN AN RWA FOR THE EXCESS TI COSTS. IN ADDITION, THE 1364A MUST BE REVISED TO REFLECT TO LOWER TI PRINCIPAL AND RENT RATE. INCLUDE LUMP SUM PAYMENT LANGUAGE UNDER SECTION 7.

RENTal CONSIDERATION for simplified leases (SEP 2013)

In consideration for the Lease, the grant of all associated rights, express or implied, and the performance or satisfaction of all of the Lessor's other obligations set forth herein, the Government shall pay the Lessor annual rent to be computed using the rental rate(s) specified on Exhibit A, GSA Form 1364A and the actual ANSI BOMA Office Area (ABOA) delivered for occupancy and use by the Government, not to exceed the amount of ABOA square footage stated in the Lease. Payment shall be made monthly in arrears. Rent for a lesser period shall be prorated. Rent shall be paid by Electronic Funds Transfer to an account to be designated by Lessor. Rent shall be inclusive of all costs incurred by the Lessor for the construction of Building shell and Tenant Improvements (TIs) specified in the Lease, including those described on Exhibit A, GSA Form 1364A and the Agency Specific Requirements (ASR) attached hereto, all taxes of any kind, and all operating costs. Unless a separate rate is specified on Exhibit A, GSA Form 1364A, rights to parking areas will be deemed included in the rent.

ACTION REQUIRED: MODEL RECOMMENDS LEASES THAT DO NOT INCLUDE TAX OR OPERATING COST ESCALATIONS. IF MARKET CONDITIONS DICTATE THE NEED TO PROVIDE ESCALATIONS, DELETE THE SUBPARAGRAPH BELOW Rent shall not be adjusted for changes in taxes..

ACTION REQUIRED: Use the paragraph below if commission credit is applicable and insert broker name. Upon award, lco must prepare lease amendment to capture the effect of the broker commission credit on the shell rent. see standard lease for language. OTHERWISE, delete.

NOTE: Commissions and/or commission credits should be treated as confidential financial information and should not be disclosed to the public or used for any other purpose than that for which it was furnished, without consent of the LCO.

BROKER COMMISSION AND COMMISSION CREDIT (simplified) (JUN 2012)

INTENTIONALLY DELETED

ACTION REQUIRED: THIS MODEL PRESUMES A LIMITED TERMINATION WINDOW THAT EXPIRES 120 DAYS AFTER THE END OF THE FIRM TERM. THEREFORE, THE 90-DAY TERMINATION NOTICE MUST BE ISSUED NO LATER THAN 120 DAYS AFTER THE END OF THE FIRM TERM. THE LCO HAS THE DISCRETION TO CHANGE THE 90-DAY TIMEFRAME AND/OR THE 120-DAY TIMEFRAME. ALSO, IF ROLLING/CONTINUOUS TERMINATION RIGHTS ARE REQUIRED DURING THE NON-FIRM TERM, AS PROVIDED IN THE STANDARD LEASE MODEL, THE LCO MAY SUBSTITUTE LANGUAGE FROM THE STANDARD LEASE TEMPLATE. IF NO TERMINATION RIGHTS ARE REQUIRED, DELETE PARAGRAPH.

TERMINATION RIGHTS (Simplified) (JUN 2012)

INTENTIONALLY DELETED

ACTION REQUIRED: ENTER THE RENEWAL OPTION TERMS BELOW.

NOTE: IF A RENEWAL OPTION IS OFFERED THAT CAN BE EXERCISED WITHOUT FURTHER CONGRESSIONAL ACTION (PROSPECTUS), WHETHER OR NOT IT WAS SOLICITED OR EVALUATED, THE OPTION MUST BE INCLUDED IN THE ORIGINAL SCORING ANALYSIS (SEE LEASING DESK GUIDE CHAPTER 9 AND APPENDIX F).

NOTE: ANY UNEVALUATED RENEWAL OPTION MUST BE EVALUATED PRIOR TO EXERCISING SUCH OPTION (SEE LEASING DESK GUIDE CHAPTER 9).

RENEWAL RIGHTS (simplified) (Apr 2011)

INTENTIONALLY DELETED

Action Required: The list of attachments is not comprehensive. Adjust the list as appropriate for the specific transaction.(FOR EXAMPLE, YOU MAY NEED TO ADD AN OFFEROR’S APPROVED ASBESTOS MANAGEMENT PLAN) DELETE ANY ATTACHMENTS THAT ARE NOT APPLICABLE (FOR EXAMPLE, SEISMIC PRE-AWARD RETROFIT COMMITMENT, SMALL BUSINESS SUBCONTRACTING PLAN, LEASE AMENDMENTS, ETC.).

EXHIBITS SHOULD BE labeled with sequential letters.

DOCUMENTS incorporated in the lease (simplified) (SEP 2013)

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

DOCUMENT NAME

NO. OF PAGES

EXHIBIT

Simplified Lease Proposal (GSA Form 1364A)

Agency Specific Requirements, Dated 5.1.15

Security Requirements

Security Unit Price List

Representations and Certifications (GSA Form 3518A)

Seismic Form C, Building Retrofit Or New Construction PreAward Commitment

Floor Plan Delineating the Premises

Lease Amendment(s) Issued via RLP Amendment action required: this paragraph is optional. do not use if the rent is fixed and there are no adjustments for taxes during the term (preferred method). Only use if market conditions require adjustments. otherwise, delete.

PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (simplified) (SEP 2013)

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.

action required: this paragraph is optional. do not use if the rent is fixed and there are no adjustments for operating costs during the term (preferred method). Only use if market conditions require adjustments. otherwise, delete.

OPERATING COST BASE (SEP 2013)

The parties agree, for the purpose of applying the paragraph titled "Operating Costs Adjustment," that the Lessor's base rate for operating costs shall be $XX.XX per RSF ($XX,XXX/annum).

ACTION REQUIRED: USE THE FOLLOWING paragraph IF THE OFFER INCLUDED COMMITMENTS TO PERFORM BUILDING UPGRADES in order TO BE ELIGIBLE FOR AWARD.

Be specific in describing THE IMPROVEMENTS TO BE COMPLETED. IF necessary, provide the information in an attachment as an exhibit, add the statement “as described in the attached exhibit ‘x’” and attach that exhibit to the lease.

add or delete sub-paragraphs as appropriate.

list the information in the lettered sub-paragraphs below. examples include:

· FIRE Protection and LIFE SAFETY UPGRADES

· abaas upgrades

· seismic RETROFIT: use suggested language as follows: “The Lessor has committed on SEISMIC FORM C (Exhibit _____ to this Lease) to do a seismic retrofit, and to meet all of the seismic requirements in this lease.”

· energy efficiency upgrades for actions exempted from energy star label requirements If the offer did not include commitments to perform building upgrades, delete this paragraph.

BUILDING IMPROVEMENTS (SEP 2012)

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

TBD

ACTION REQUIRED: INSERTION OF THIS PARAGRAPH IS MANDATORY AS PART OF THE INITIAL RLP PACKAGE ISSUANCE. THE PARAGRAPH MAY BE DELETED AS PART OF THE FINAL LEASE AGREEMENT IF NOT APPLICABLE (WHEN THE LESSOR IS NOT A QUALIFIED HUBZONE SMALL BUSINESS CONCERN OR IS A QUALIFIED HUBZONE SMALL BUSINESS CONCERN THAT WAIVED PRICE EVALUATION PREFERENCE DURING THE PROCUREMENT).

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

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

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 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.

General Terms, conditions, and Standards

DEFINITIONS AND General Terms (SEP 2013)

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

C. Building. The building(s) situated on the Property in which the Premises are located shall be referred to as the Building(s).

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

E. Common Area Factor (CAF). The Common Area Factor (CAF) is a conversion factor determined by the Building owner and applied by the owner to the ABOA SF to determine the RSF for the leased Space. The CAF is expressed as a percentage of the difference between the amount of rentable SF and ABOA SF, divided by the ABOA SF. For example 11,500 RSF and 10,000 ABOA SF will have a CAF of 15% [(11,500 RSF-10,000 ABOA SF)/10,000 ABOA SF]. For the purposes of this Lease, the CAF shall be determined in accordance with the applicable ANSI/BOMA standard for the type of space to which the CAF shall apply.

F. Contract. Contract and contractor means Lease and Lessor, respectively.

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

H. FAR/GSAR. All references to the FAR shall be understood to mean the Federal Acquisition Regulation, codified at 48 CFR Chapter 1. All references to the GSAR shall be understood to mean the GSA supplement to the FAR, codified at 48 CFR Chapter 5.

I. 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.

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

K. Lease Award Date. The Lease Award Date means the date of execution of the Lease by the LCO and the mailing or otherwise furnishing written notification of the executed Lease to the successful Offeror (and on which the parties’ obligations under the Lease begin).

L. 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.

M. Property. The Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant Areas (e.g., parking areas) to which the Government is granted rights.

N. Rentable Space or Rentable Square Feet (RSF). Rentable Space is the area for which a tenant is charged rent. It is determined by the Building owner and may vary by city or by building within the same city. The Rentable Space may include a share of Building support/common areas such as elevator lobbies, Building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The Rentable Space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Rentable Square Feet is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.) included in the Premises: ABOA SF of Space x (1 + CAF) = RSF.

O. 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.

P. Office Area. For the purposes of this Lease, Space shall be measured in accordance with the standard (Z65.1-1996) provided by American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) for Office Area, which means “the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed.” References to ABOA mean ANSI/BOMA Office Area.

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

AUTHORIZED REPRESENTATIVES (JUN 2012)

The 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.

Alterations requested by the government (SEP 2013)

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, when specifically authorized to do so by the LCO, a tenant agency-approved form. The 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 Lease Contracting Officer, subject to the threshold limitation below.

B. Orders for alterations issued by an authorized COR are limited to no more than $150,000 (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. 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.

WAIVER OF RESTORATION (APR 2011)

The 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.

ACTION REQUIRED: OPTIONAL PARAGRAPH. If nbc bROKER IS NOT USED, delete.

Payment of Broker (JUl 2011)

INTENTIONALLY DELETED

CHANGE OF OWNERSHIP (SEP 2013)

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 is not 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 Central Contractor Registration (CCR) database, now the System for Award Management (SAM) (See FAR 52.232-33), and complete and sign GSA Form 3518A, Representations and Certifications.

G. If title to the Property is transferred, or the Lease is assigned, rent shall continue to accrue, subject to the Government's rights as provided for in this Lease. However, the Government's obligation to pay rent to the Transferee shall be suspended until the Government has received all 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. So long as any delays in effecting the recognition of Transferee as Lessor are not the responsibility of the Government, no interest shall accrue on suspended rent.

action required: this paragraph is optional. do not use if the rent is fixed and there are no adjustments for taxes during the term (preferred method). Only use if market conditions require adjustments. otherwise delete this paragraph.

note: for some states (CALIFORNIA, for example) it will be necessary to modify this PARAGRAPH.

REAL ESTATE TAX ADJUSTMENT (JUN 2012)

INTENTIONALLY DELETED

NOTE: ALWAYS ATTEMPT TO NEGOTIATE SOME KIND OF ADJUSTMENT FOR VACANT PREMISES PRIOR TO LEASE AWARD. IDEALLY, NEGOTIATE OUT ALL NON-REQUIRED SERVICES AND UTILITIES IN THE VACANT SPACE.

ADJUSTMENT FOR VACANT PREMISES (SEP 2013)

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.

B. If no rate reduction has been established in this Lease, the rate will be reduced by that portion of the costs per ABOA SF of operating expenses not required to maintain the Space. 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.

ACTION REQUIRED: THIS PARAGRAPH IS OPTIONAL. DO NOT USE IF THE RENT IS FIXED AND THERE ARE NO ADJUSTMENTS FOR OPERATING COSTS DURING THE TERM (PREFERRED METHOD). ONLY USE IF MARKET CONDITIONS REQUIRE ADJUSTMENTS. OTHERWISE DELETE THIS PARAGRAPH.

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. Payment will be made with the monthly installment of fixed rent. Rental adjustments will be effective on the anniversary date of the Lease; however, payment of the adjusted rental rate will become due on the first workday of the second month following the publication of the Cost of Living Index for the month prior to the commencement of each 12month period.

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.

NOTE: THE FOLLOWING CLAUSES ARE GENERAL CLAUSES AND CANNOT BE MODIFIED WITHOUT LEGAL CONCURRENCE, Note that the number of days used for the fire and casualty damage clause may be changed depending upon project circumstances.

FIRE AND CASUALTY DAMAGE (SIMPLIFIED LEASE) (SEP 2011)

If the Building in which the Premises are located is totally destroyed or damaged by fire or other casualty, this Lease shall immediately terminate. If the Building in which the Premises are located is only partially destroyed or damaged, so as to render the Premises untenantable, or not usable for their intended purpose, the Lessor shall have the option to elect to repair and restore the Premises or terminate the Lease. The Lessor shall be permitted a reasonable amount of time, not to exceed 180 days from the event of destruction or damage, to repair or restore the Premises, if the Lessor submits to the Government a reasonable schedule for repair of the Premises within 30 days of the event of destruction or damage. If the Lessor fails to timely submit a reasonable schedule for completing the work, the Government may elect to terminate the Lease effective as of the date of the event of destruction or damage. If the Lessor elects to repair or restore the Premises, but fails to repair or restore the Premises within 180 days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage. During the time that the Premises are unoccupied, rent shall be abated. Termination of the Lease by either party under this clause shall not give rise to liability for either party. This clause shall not apply if the event of destruction or damage is caused by the Lessor’s negligence or willful misconduct.

DEFAULT BY LESSOR (APR 2012)

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

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

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

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

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

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

(i) Circumstances within the Lessor's control;

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

(iii) The condition of the Property;

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

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

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

INTEGRATED AGREEMENT (JUN 2012)

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

MUTUALITY OF OBLIGATION (SIMPLIFIED) (APR 2011)

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

CHANGES (SIMPLIFIED) (SEP 2011)

A. The LCO may at any time, by written order, direct changes to the TIs within the Space, Building Security Requirements, or the services required under the Lease.

B. If any such change causes an increase or decrease in Lessor's costs or time required for performance of its obligations under this Lease, whether or not changed by the order, the Lessor shall be entitled to an amendment to the Lease providing for one or more of the following:

C. The Lessor shall assert its right to an amendment under this clause within 30 days from the date of receipt of the change order and shall submit a proposal for adjustment. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, the pendency of an adjustment or existence of a dispute shall not excuse the Lessor from proceeding with the change, except the Lessor shall not be obligated to comply with such order or direction if the adjustment to which it is entitled causes the annual rent (net of operating costs) to exceed the Simplified Lease Acquisition Threshold established under GSAR 570.102.

D Absent a written change order from the LCO, or from a Government official to whom the LCO has explicitly delegated in writing the authority to direct changes, the Government shall not be liable to Lessor under this clause.

COMPLIANCE WITH APPLICABLE LAW (JAN 2011)

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

MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (SIMPLIFIED) (JAN 2011)

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

CLAUSES INCORPORATED BY REFERENCE (SIMPLIFIED) (MAR 2013)

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

1. FAR 52.204-7, CENTRAL CONTRACTOR REGISTRATION (DEC 2012)

2. FAR 52.204-10, REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (AUG 2012) (Applicable if over $25,000)

3. FAR 52.209-6, PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (DEC 2010) (Applicable to Leases over $30,000.)

4. FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (AUG 2011) (Applicable when cost or pricing data are required for work or services over $700,000.)

5. FAR 52.215-12, SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010) (Applicable if over $700,000.)

6. FAR 52.219-9, SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2011) ALTERNATE III (JUL 2010) (Applicable to Leases over $650,000.)

7. FAR 52.219-16, LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (JAN 1999) (Applicable to Leases over $650,000.)

8. FAR 52.219-28, POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (APR 2012) (Applicable to Leases exceeding $3,000.)

9. FAR 52.222-21, PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

10. FAR 52.222-26, EQUAL OPPORTUNITY (MAR 2007)

11. FAR 52.222-35, EQUAL OPPORTUNITY FOR VETERANS (SEP 2010) (Applicable to Leases over $100,000.)

12. FAR 52.222-36, AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (OCT 2010) (Applicable to Leases over $15,000.)

13. FAR 52.222-37, EMPLOYMENT REPORTS VETERANS (SEP 2010) (Applicable to Leases over $100,000.)

14. FAR 52.223-6, DRUG-FREE WORKPLACE (MAY 2001) (Applicable to Leases over $150,000 average net annual rent including option periods as well as to any Leases of any value awarded to an individual)

15. FAR 52.