70T017-25-L-RETXF014 Lease Draft.pdf

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

FOR THE LESSOR:

Name: ____________________________________________

Title: ____________________________________________

Entity: ____________________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Title: Lease Contracting Officer

Transportation Security Administration, Real Estate Management Division, Direct Leasing Branch

WITNESSED FOR THE LESSOR BY:

Title: ____________________________________________

LEASE NO. 70T017-XX-L-REXXXXXX, PAGE 1 TSA TEMPLATE

REV (06/24)

LEASE NO. 70T017-25-L-RETXF014 TSA TEMPLATE (06/2024)

A. This Lease is made and entered into between

Lessor’s Name and UEI:

(Lessor), whose principal place of business is [ADDRESS], and whose interest in the Property described herein is that of Fee Owner, and

The United States of America (Government or Transportation Security Administration or TSA), acting by and through the designated representative of the Transportation Security Administration (TSA), upon the terms and conditions set forth herein.

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

Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at

[Address] and more fully described in Section 1 and Exhibit XX, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by TSA.

C. LEASE TERM

To Have and To Hold the said Premises with its appurtenances for the term beginning upon acceptance of the Premises as required by this Lease and continuing for a period of __20___Years (5 years firm; three, 5-year renewal terms), subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, along with any applicable termination and renewal rights, shall be more specifically set forth in a Lease Amendment upon substantial completion and acceptance of the Space by the Government.

The Government shall pay the Lessor annual rent in arrears, as more particularly described in the rent schedule below, PROVIDED, that adequate appropriations are available from year to year for the payment of rentals, in accordance with FAR 52.232-19 Availability of Funds for the Next Fiscal Year (SAF). (In the event that appropriations are not made available at the beginning the Government’s fiscal year (October 1), full payment, including all money owed in arrears, shall be made as soon as appropriation (funds) become available. Rent for a lesser period shall be prorated.

LEASE NO. 70T017-25-L-RETXF014

LESSOR: ________ GOVERNMENT: ________ TSA TEMPLATE

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS 5

1.01 THE PREMISES (OCT 2022)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (JUN 2025)

1.04 TERMINATION RIGHTS (OCT 2016)

1.05 RENEWAL RIGHTS (JUN 2024)

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2021)

1.08 RESERVED

1.09 TENANT IMPROVEMENT FEE SCHEDULE (JUN 2025)

1.10 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (JUN 2025)

1.11 REAL ESTATE TAX BASE (SEP 2013)

1.12 OPERATING COST BASE (JUN 2025)

1.13 ADJUSTMENT FOR VACANT LEASED PREMISES (JUN 2024)

1.14 HOURLY OVERTIME HVAC RATES (OCT 2016)

1.15 BUILDING IMPROVEMENTS (MAR 2016)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (JUN 2024)

2.02 AUTHORIZED REPRESENTATIVES (JUN 2024)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (JUN 2024)

2.04 WAIVER OF RESTORATION (OCT 2021)

2.05 CHANGE OF OWNERSHIP/NOVATION (OCT 2021)

2.06 REAL ESTATE TAX ADJUSTMENT (OCT 2023)

2.07 REMOVED

2.08 ADDITIONAL POST-AWARD FINANCIAL AND TECHNICAL DELIVERABLES (OCT 2023)

2.09 RELOCATION ASSISTANCE ACT (APR 2011)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (OCT 2022)

3.02 WORK PERFORMANCE (JUN 2012)

3.03 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (OCT 2019)

3.04 CONSTRUCTION WASTE MANAGEMENT (JUN 2024)

3.05 WOOD PRODUCTS (OCT 2023)

3.06 ADHESIVES AND SEALANTS (OCT 2022)

3.07 BUILDING SHELL REQUIREMENTS (OCT 2016)

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

3.09 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

3.10 VESTIBULES (OCT 2020)

3.11 MEANS OF EGRESS (MAY 2015)

3.12 AUTOMATIC FIRE SPRINKLER SYSTEM (OCT 2023)

3.13 FIRE ALARM SYSTEM (SEP 2013)

3.14 ENERGY INDEPENDENCE AND SECURITY ACT (MAR 2016)

3.15 ELEVATORS (OCT 2020)

3.16 BUILDING DIRECTORY (JUN 2024)

3.17 FLAGPOLE (SEP 2013)

3.18 DEMOLITION (JUN 2012)

3.19 ACCESSIBILITY (FEB 2007)

3.20 CEILINGS (OCT 2022)

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

3.22 DOORS: IDENTIFICATION (APR 2011)

3.23 WINDOWS (OCT 2020)

3.24 PARTITIONS: GENERAL (JUN 2024)

3.25 PARTITIONS: PERMANENT (OCT 2023)

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

3.27 WALL FINISHES – SHELL (SEP 2015)

3.28 PAINTING – SHELL (OCT 2022)

3.29 FLOORS AND FLOOR LOAD (OCT 2019)

3.30 FLOOR COVERING AND PERIMETERS – SHELL (OCT 2022)

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

3.32 BUILDING SYSTEMS (APR 2011)

3.33 ELECTRICAL (OCT 2023)

3.34 ADDITIONAL ELECTRICAL CONTROLS (JUN 2012)

3.35 PLUMBING (JUN 2012)

3.36 DRINKING FOUNTAINS (JUN 2024)

3.37 RESTROOMS (JUN 2024)

3.38 PLUMBING FIXTURES: WATER CONSERVATION (OCT 2022)

3.39 JANITOR CLOSETS (SEP 2015)

3.40 HEATING, VENTILATION, AND AIR CONDITIONING - SHELL (JUN 2024)

3.41 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (OCT 2023)

3.42 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.44 ACOUSTICAL REQUIREMENTS (OCT 2022)

3.45 SECURITY FOR NEW CONSTRUCTION (OCT 2022)

3.46 SEISMIC SAFETY FOR NEW CONSTRUCTION (OCT 2020)

3.47 FIRE PROTECTION FOR NEW CONSTRUCTION (APR 2015)

3.48 GREEN BUILDING RATING CERTIFICATION FOR NEW CONSTRUCTION (OCT 2016)

3.49 GREEN BUILDING RATING CERTIFICATION FOR TENANT INTERIORS (OCT 2023)

3.50 SYSTEMS COMMISSIONING (OCT 2023)

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

3.52 NATIONAL HISTORIC PRESERVATION ACT REQUIREMENTS - LEASE (SEP 2014)

4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (OCT 2023)

4.02 CONSTRUCTION DOCUMENTS (OCT 2023)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (OCT 2023)

4.04 GREEN LEASE SUBMITTALS (OCT 2023)

4.05 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (OCT 2022)

4.06 PROGRESS REPORTS (JUN 2024)

4.07 CONSTRUCTION INSPECTIONS (OCT 2023)

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

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

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

4.11 AS-BUILT DRAWINGS (OCT 2021)

4.12 LIQUIDATED DAMAGES (DEC 2023)

1. FAR 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (SEP 2021)

4.13 SEISMIC RETROFIT (SEP 2023)

4.14 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2023)

5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 TENANT IMPROVEMENT SPECIFICATIONS (SEP 2015)

5.03 FINISH SELECTIONS (SEP 2015)

5.04 WINDOW COVERINGS (JUN 2024)

5.05 DOORS: SUITE ENTRY (JUN 2024)

5.06 DOORS: INTERIOR (JUN 2024)

5.07 DOORS: HARDWARE (SEP 2013)

5.08 DOORS: IDENTIFICATION (JUN 2012)

5.09 PARTITIONS: SUBDIVIDING (JUN 2024)

5.10 WALL FINISHES (OCT 2019)

5.11 PAINTING – TI (JUN 2024)

5.12 FLOOR COVERINGS AND PERIMETERS (JUN 2024)

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 (OCT 2020)

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

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

5.20 AUTOMATIC FIRE SPRINKLER SYSTEM - TI (OCT 2016)

6 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM

6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (JUN 2024)

6.02 UTILITIES (JUN 2024)

6.03 HEATING AND AIR CONDITIONING (OCT 2022)

6.04 OVERTIME HVAC USAGE (OCT 2022)

6.05 JANITORIAL SERVICES (JUN 2024)

6.06 SELECTION OF CLEANING PRODUCTS (OCT 2022)

6.07 SELECTION OF PAPER PRODUCTS (OCT 2022)

6.08 SNOW REMOVAL (OCT 2020)

6.09 MAINTENANCE AND TESTING OF SYSTEMS (OCT 2022)

6.10 MAINTENANCE OF PROVIDED FINISHES (OCT 2016)

6.11 ASBESTOS ABATEMENT (OCT 2021)

6.12 ONSITE LESSOR MANAGEMENT (APR 2011)

6.13 IDENTITY VERIFICATION OF PERSONNEL (OCT 2021)

6.14 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.15 LANDSCAPING (OCT 2022)

6.16 LANDSCAPE MAINTENANCE (APR 2011)

6.17 RECYCLING (OCT 2023)

6.18 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

6.19 SAFEGUARDING AND DISSEMINATION OF CONTROLLED UNCLASSIFIED INFORMATION (CUI) BUILDING INFORMATION (OCT 2022)

6.20 INDOOR AIR QUALITY (JUN 2024)

6.21 RADON IN AIR (OCT 2023)

6.22 RADON IN WATER (JUN 2012)

6.23 HAZARDOUS MATERIALS (JUN 2024)

6.24 MOLD (OCT 2023)

6.25 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.26 FLAG DISPLAY (OCT 2016)

7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 ADDENDUM TO TSA FORM 3517B, GENERAL CLAUSES, NO FEDERALLY ELECTED OFFICIALS TO BENEFIT (OCT 2018) .. 45

7.03 PROVISIONAL ACCEPTANCE (FEB 2021)

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2022)

The Premises are described as follows:

A. Office and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Office Area (ABOA) square feet (SF) of office and related Space located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX.

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

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

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

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

A. Parking: 22 parking spaces as depicted on the plan attached hereto as Exhibit XX, reserved for the exclusive use of the Government, of which XX shall be structured/inside parking spaces, and XX shall be surface/outside parking spaces. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property.

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

1.03 RENT AND OTHER CONSIDERATION (JUN 2025)

A. The Government shall pay the Lessor annual rent, payable in monthly installments in arrears, at the following rates:

YEAR

PERIOD OF PERFORMANCE

SQFT

COST PER SQFT

RENTALS PER MONTH

ANNUAL RENTAL AMOUNT

B. Offeror shall include the cost of this parking as part of the rental consideration.

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

D. In instances where the Lessor amortizes either the TI for a period exceeding the Firm Term of the Lease, should the Government terminate the Lease after the Firm Term or does not otherwise renew or extend the term beyond the Firm Term, the Government shall not be liable for any costs, including unamortized costs beyond the Firm Term.

E. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not to exceed XX ABOA SF based upon the methodology outlined under the “Payment” clause of TSA Form 3517.

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

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

H. Invoice Submission Method:

1) Invoices may be submitted via facsimile, U.S. Mail, or email. Contractors shall utilize ONLY ONE method per invoice submission. The submission information for each of the methods is as follows in order of preference:

• Email Invoices: FIN-SMB-TSAINVOICES@USCG.MIL or WWW.FINCEN.USCG.MIL

• Facsimile number is: 757-413-7314

The facsimile number listed above shall be used by contractors for ORIGINAL invoice submission only. If facsimile submission is utilized, contractors shall not submit hard copies of invoices via the U.S. mail. It is the responsibility of the contractor to verify that invoices are received, regardless of the method of submission used. Contractors may inquire regarding the receipt of invoices by contacting the U.S. Coast Guard Finance Center via the methods listed in subparagraph (e) of this clause.

• U.S. Mail:

United States Coast Guard Finance Center TSA Commercial Invoices P.O. Box 4111 Chesapeake, VA 23327-4111

2) Invoice Process: Upon receipt of contractor invoices, FINCEN will electronically route invoices to the appropriate TSA Contracting Officer's Technical Representative and/or Contracting Officer for review and approval. Upon approval, the TSA will electronically route the invoices back to FINCEN. Upon receipt of certified invoices from an Authorized Certifying Official, FINCEN will initiate payment of the invoices.

3) Payment Status: Contractors may inquire on the payment status of an invoice by any of the following means:

• Contacting the FINCEN Customer Service Section via telephone at 1-800-564-5504 or (757) 523-6940 (Voice Option #1). The hours of operation for the Customer Service line are 8:00 AM to 5:00 PM Eastern Time, Monday through Friday. However, the Customer Service line has a voice-mail feature that is available 24 hours per day, 7 days per week.

• Via the Payment Inquiry Form: HTTPS://WWW.FINCEN.USCG.MIL/SECURE/PAYMENT.HTM

4) Invoice Elements: Invoices will automatically be rejected if the information required in subparagraph (a)(3) of the Prompt Payment

Clause, Invoice number, EFT banking information, Taxpayer Identification Number (TIN) and SAM UEI number are not included on the invoice. All invoices must be clearly correlate invoiced amounts to the corresponding rental month or SLA issued for ancillary services.

5) Supplemental Invoice Documentation: Contractors shall submit, if specifically requested, supplemental invoice documentation (e.g.

copies of certified time sheets (as applicable), subcontractor invoices, receipts over $75, signed receiving reports, travel vouchers, etc.)

necessary to approve an invoice along with the original invoice. The Contractor invoice shall contain the information stated in the Prompt Payment Clause in order to be received and processed by FINCEN within 30-days of receipt of invoice. Supplemental invoice documentation required for review and approval of invoices may, at the written direction of the Contracting Officer, be submitted directly to either the Contracting Officer, or the Contracting Officer's Technical Representative.

6) Frequency of invoice submission: Invoices shall be submitted on the 1st of each month and shall be processed within 30-days in accordance with General Clause – Acquisition of Leasehold Interests in Real Property Lease Clause 20 “PROMPT PAYMENT”.

7) SAM REGISTRATION

The Lessor must have an active registration in the System for Award Management (SAM) System (via the Internet WWW.SAM.GOV) prior to lease award and throughout the life of the lease. To remain active, the Offeror/Lessor is required to update or renew its registration annually. The Government will not process rent payments to Lessors without an active SAM Registration. No change of ownership of the leased premises will be recognized by the Government until the new owner registers in the SAM system.

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.

mailto:FIN-SMB-TSAinvoices@uscg.mil http://www.fincen.uscg.mil/ https://www.fincen.uscg.mil/secure/payment.htm http://www.sam.gov/

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.

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 180 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 (JUN 2024)

A. This Lease will renew after the firm term if the Government provides written notice of renewal prior to 180 (one eighty days) of expiration of the initial term for three additional terms of 5 YEARS at the following rental rate(s):

YEAR

PERIOD OF PERFORMANCE

SQFT

COST PER SQFT

RENTALS PER MONTH

ANNUAL RENTAL AMOUNT

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. HOLDOVER (JUN 2024)

If, after the expiration of the lease, the Government shall retain possession of the leased premises, the lease shall continue in full force and effect on a monthly basis not to exceed 120 days (Holdover Period). The Government must vacate the premises upon the expiration of the Holdover Period. Rent during the Holdover Period shall be paid monthly in arrears at the then current lease rate.

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2021)

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

DOCUMENT NAME

NO. OF

PAGES

EXHIBIT

FLOOR PLAN(S)

PARKING PLAN(S)

ADDITIONAL REQUIREMENTS

TSA FORM 3517B GENERAL CLAUSES

552.270-33 FOREIGN OWNERSHIP AND FINANCING

REPRESENTATION FOR HIGH-SECURITY LEASED SPACE

1.08 RESERVED

1.09 TENANT IMPROVEMENT FEE SCHEDULE (JUN 2025)

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

INITIAL

BUILD-OUT

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

COSTS) $XX OR XX%

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

1.10 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (JUN 2025)

A. As of the Lease Award Date, the Government’s Percentage of Occupancy, as defined in the “Real Estate Tax Adjustment” paragraph of this Lease is XX percent. The Percentage of Occupancy is derived by dividing the total Government Space of XX RSF by the total Building space of XX RSF. The tax parcel number is XX.

B. All relevant tax adjustment documentation (e.g., copies of paid tax receipts, invoices) must be submitted to the Contracting Officer via email.

1.11 REAL ESTATE TAX BASE (SEP 2013)

The Real Estate Tax Base, as defined in the “Real Estate Tax Adjustment” paragraph of the Lease is $XX. Tax adjustments shall not occur until the tax year following lease commencement has passed.

1.12 OPERATING COST BASE (JUN 2025)

The parties agree, for purposes of determining the base rate for future adjustments to the operating cost, that the base annual rate of $XX.XX per year (or $XX.XX per square foot) is acceptable. This figure includes the Government’s pro-rata share of operating costs. The basis for annual operating costs escalations is X% year over year, beginning xx/xx/xxxx (year 2) of the lease.

1.13 ADJUSTMENT FOR VACANT LEASED PREMISES (JUN 2024)

A. In accordance with the paragraph entitled “Adjustment for Vacant Premises,” if the Government fails to occupy or vacates the entire or any portion of the Premises prior to expiration of the term of the Lease, the operating costs paid by the Government as part of the rent shall be reduced by $XX.XX per ABOA SF of Space vacated by the Government.

B. 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.

C. 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.

D. 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.

1.14 HOURLY OVERTIME HVAC RATES (OCT 2016)

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

• $X.XX per hour per zone

• No. of zones: X

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

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

Saturday: X AM through X PM Sunday: X AM through X PM.

1.15 BUILDING IMPROVEMENTS (MAR 2016)

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

A. _______________ B. _______________ C. _______________

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (JUN 2024)

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

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

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

E. Contractor. “Contractor” shall mean Lessor.

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

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

H. 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.

I. TSAR. All references to the TSAR shall be understood to mean the TSA supplement to the FAR, codified at 48 CFR Chapter 5.

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

K. Lease Award Date. The date the CO 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).

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. 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, including Saturdays and Sundays and Federal holidays.

2.02 AUTHORIZED REPRESENTATIVES (JUN 2024)

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 Contracting Officer (CO) by notice, without an express delegation by the prior CO.

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (JUN 2024)

The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Supplemental Lease Agreement (SLA) when specifically authorized to do so by the CO. The TSA Invoicing clause (Section 1.03(H)(1)) shall apply to orders for alterations. All orders are subject to the terms and conditions of this Lease and may be placed by the CO or a warranted contracting officer’s representative (COR) in TSA when specifically authorized to do so by the CO, subject to the threshold limitation below.

2.04 WAIVER OF RESTORATION (OCT 2021)

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

a) waste, or,

b) damages, or restoration arising from or related to:

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

(2) any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government.

At its sole option, the Government may abandon property in the Space following expiration or earlier termination (full or partial) of the Lease, in which case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith.

2.05 CHANGE OF OWNERSHIP/NOVATION (OCT 2021)

A. If during the term of the Lease, title to the Property is transferred or the Lessor changes its legal name, the Lessor and its successor shall comply with the requirements of FAR Subpart 42.12. If title is transferred, the Lessor shall notify the Government within five days of the transfer of title.

B. The Government and the Lessor may execute a Change of Name Agreement if the Lessor is changing only its legal name, and the Government's and the Lessor's respective rights and obligations remain unaffected.

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

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

F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award Management (SAM) for purposes of “All Awards” (See FAR 52.232-33), and complete all required representations and certifications within SAM. In addition, for leases FSL III or above, the Transferee must also complete 552.270-33 Foreign Ownership and Financing Representation for High Security Leased Space. This representation must be completed annually.

G. If title to the Property is transferred, rent shall continue to be paid to the original Lessor, subject to the Government's rights as provided for in this Lease. The Government's obligation to pay rent to the Transferee shall commence on the effective date of the Lease Amendment incorporating the Novation Agreement. The Lease Amendment will not be issued until the Government has received all information reasonably required by the CO, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in sub-paragraph F. The original Lessor must maintain an active registration in SAM until the Novation process is complete.

2.06 REAL ESTATE TAX ADJUSTMENT (OCT 2023)

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 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.

1. 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.

2. After commencement of the Lease term, the Lessor shall provide to the CO 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 CO 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 CO 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.

3. 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 CO 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.

4. 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.

5. 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 CO all relevant tax records for determining whether a tax adjustment is due, irrespective of whether it seeks an adjustment in any Tax Year.

6. 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 CO'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.

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

D. 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 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.

2.07 REMOVED

2.08 ADDITIONAL POST-AWARD FINANCIAL AND TECHNICAL DELIVERABLES (OCT 2023)

A. Within XX days after Lease award, the Lessor shall provide to the CO (or representative designated by the CO) 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 CO issues the Notice To Proceed (NTP) for TI construction, the Lessor shall provide to the CO 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.

2.09 RELOCATION ASSISTANCE ACT (APR 2011)

A. If the Lessor satisfies the requirements of this Lease by performing new construction on an improved site, and such new construction will result in the displacement of individuals or businesses, the Lessor shall be responsible for payment of relocation costs in accordance with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (Public Law 91-646), as amended, and the implementing regulations at 49 CFR Part 24.

B. The Lessor shall give TSA the name of the person and agency to be providing the relocation assistance to site tenants. In addition, the Lessor must provide background information about the relocation agency and references for which the relocation agent has performed relocation assistance in the past.

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (OCT 2022)

A. 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 CO. 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

B. If the Lease is subject to the requirements under sub-paragraph A above, then the following clauses shall apply for the duration of the Lease:

• 52.222-55 Minimum Wages for Contractor Workers Under Executive Order 14026

• 52.222-62 Paid Sick Leave Under Executive Order 13706.

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 CO. The CO 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 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (OCT 2019)

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

B. Unless waived by the CO, the Lessor shall submit a reuse plan for leases 10,000 RSF or greater. The Government will not pay for existing fixtures and other TIs accepted in place. However, the Government will reimburse the Lessor, as part of the TIA, the costs to repair or improve such fixtures or improvements identified on the reuse plan and approved by the CO.

3.04 CONSTRUCTION WASTE MANAGEMENT (JUN 2024)

For leases 10,000 RSF or greater, the requirements below apply:

A. Recycling construction waste is mandatory for initial space alterations for TIs and subsequent alterations under the Lease following industry standards to recycle construction waste as…