9MD2071_-_L201C_Standard_Lease_(Final_2013.04.19).pdf

LEASE NO. GS-XXX-XXXX, PAGE 1 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

LEASE NO. GS-XXX-XXXXX Standard Lease GSA FORM L201C (October 2012)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease form (GSA Lease Form L201C. hereinafter Lease Form). Upon selection for award, GSA will transcribe the successful Offeror's final offered rent and other price data included on the lease proposal form (GSA Lease Proposal Form 1364C, hereinafter Lease Proposal Form) into a Lease Form, and transmit the completed Lease Form, together with appropriate attachments, to the successful Offeror for execution.

This Lease is made and entered into between

Lessor’s Name

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

THE UNITED STATES OF AMERICA

(Government), acting by and through the designated representative of the General Services Administration (GSA), upon the terms and conditions set forth herein.

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

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

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

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

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

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

FOR THE LESSOR:

Name: ____________________________________________

Title: ____________________________________________

Entity Name: ____________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Name: ________________________________________

Title: 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.

LEASE NO. GS-XXX-XXXX, PAGE 2 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (JUN 2012)

1.02 EXPRESS APPURTENANT RIGHTS (JUN 2012)

1.03 RENT AND OTHER CONSIDERATION (SEP 2012)

1.04 BROKER COMMISSION AND COMMISSION CREDIT (JUN 2012)

1.05 TERMINATION RIGHTS (AUG 2011)

1.06 RENEWAL RIGHTS (AUG 2011)

1.07 DOCUMENTS INCORPORATED IN THE LEASE (SEP 2012)

1.08 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

1.09 TENANT IMPROVEMENT RENTAL ADJUSTMENT (AUG 2011)

1.10 TENANT IMPROVEMENT FEE SCHEDULE (JUN 2012)

1.11 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012)

1.12 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2012)

1.13 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (JUN 2012)

1.14 REAL ESTATE TAX BASE (JUN 2012)

1.15 OPERATING COST BASE (AUG 2011)

1.16 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (JUN 2012)

1.17 HOURLY OVERTIME HVAC RATES (AUG 2011)

1.18 24-HOUR HVAC REQUIREMENT (APR 2011)

1.19 BUILDING IMPROVEMENTS (SEP 2012)

1.20 HUBZONE SMALL BUSINESS CONCERNS ADDITITIONAL PERFORMANCE REQUIREMENTS (MAR 2012)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (JUN 2012)

2.02 AUTHORIZED REPRESENTATIVES (JUN 2012)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (JUN 2012)

2.04 WAIVER OF RESTORATION (APR 2011)

2.05 PAYMENT OF BROKER (JULY 2011)

2.06 CHANGE OF OWNERSHIP (JUN 2012)

2.07 REAL ESTATE TAX ADJUSTMENT (JUN 2012)

2.08 ADJUSTMENT FOR VACANT PREMISES (APR 2011)

2.09 OPERATING COSTS ADJUSTMENT (JUN 2012)

2.10 ADDITIONAL POST-AWARD FINANCIAL AND TECHNICAL DELIVERABLES (JUN 2012)

2.11 RELOCATION ASSISTANCE ACT (APR 2011)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (JUN 2012)

3.02 WORK PERFORMANCE (JUN 2012)

3.03 RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES) (JUN 2012)

3.04 ENVIRONMENTALLY PREFERABLE BUILDING PRODUCTS AND MATERIALS (DEC 2007)

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

3.06 CONSTRUCTION WASTE MANAGEMENT (SEP 2008)

3.07 WOOD PRODUCTS (AUG 2008)

3.08 ADHESIVES AND SEALANTS (AUG 2008)

3.09 BUILDING SHELL REQUIREMENTS (JUN 2012)

3.10 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (JUN 2012)

3.11 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

3.12 VESTIBULES (APR 2011)

3.13 MEANS OF EGRESS (JUN 2012)

3.14 AUTOMATIC FIRE SPRINKLER SYSTEM (JUN 2012)

3.15 FIRE ALARM SYSTEM (JUN 2012)

3.16 ENERGY INDEPENDENCE AND SECURITY ACT (DEC 2011)

3.17 ELEVATORS (JUN 2012)

3.18 BUILDING DIRECTORY (APR 2011)

3.19 FLAGPOLE (AUG 2011)

3.20 DEMOLITION (JUN 2012)

3.21 ACCESSIBILITY (FEB 2007)

3.22 CEILINGS (JUN 2012)

3.23 EXTERIOR AND COMMON AREA DOORS AND HARDWARE (JUN 2012)

3.24 DOORS: IDENTIFICATION (APR 2011)

3.25 WINDOWS (APR 2011)

3.26 PARTITIONS: GENERAL (APR 2011)

3.27 PARTITIONS: PERMANENT (JUN 2012)

3.28 INSULATION: THERMAL, ACOUSTIC, AND HVAC (APR 2011)

3.29 WALL FINISHES – SHELL (JUN 2012)

3.30 PAINTING – SHELL (JUN 2012)

3.31 FLOORS AND FLOOR LOAD (AUG 2011)

3.32 FLOOR COVERING AND PERIMETERS – SHELL (JUN 2012)

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

LEASE NO. GS-XXX-XXXX, PAGE 3 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

3.34 BUILDING SYSTEMS (APR 2011)

3.35 ELECTRICAL (JUN 2012)

3.36 ADDITIONAL ELECTRICAL CONTROLS (JUN 2012)

3.37 PLUMBING (JUN 2012)

3.38 DRINKING FOUNTAINS (APR 2011)

3.39 RESTROOMS (JUN 2012)

3.40 PLUMBING FIXTURES: WATER CONSERVATION (DEC 2011)

3.41 JANITOR CLOSETS (JUN 2012)

3.42 HEATING, VENTILATION, AND AIR CONDITIONING - SHELL (JUN 2012)

3.43 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2000)

3.44 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.45 LIGHTING: INTERIOR AND PARKING- SHELL (JUN 2012)

3.46 ACOUSTICAL REQUIREMENTS (JUN 2012)

3.47 ENERGY EFFICIENCY AND CONSERVATION FOR NEW CONSTRUCTION (SEP 2010)

3.48 SECURITY FOR NEW CONSTRUCTION (NOV 2005)

3.49 SEISMIC SAFETY FOR NEW CONSTRUCTION (SEP 2012)

3.50 LEADERSHIP IN ENERGY AND ENVIRONMENTAL DESIGN (LEED®) (JUN 2012)

3.51 INDOOR AIR QUALITY DURING CONSTRUCTION (JUN 2012)

3.52 SYSTEMS COMMISSIONING (APR 2011)

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (SEP 2012)

4.02 CONSTRUCTION DOCUMENTS (SEP 2012)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (JUN 2012)

4.04 BUILDING SPECIFIC AMORTIZED CAPITAL (BSAC) PRICE PROPOSAL (SEP 2012)

4.05 TENANT IMPROVEMENTS PRICING REQUIREMENTS (SEP 2012)

4.06 GREEN LEASE SUBMITTALS (JUN 2012)

4.07 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (APR 2011)

4.08 PROGRESS REPORTS (JUN 2012)

4.09 ACCESS BY THE GOVERNMENT PRIOR TO ACCEPTANCE (JUN 2012)

4.10 CONSTRUCTION INSPECTIONS (APR 2011)

4.11 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (JUN 2012)

4.12 LEASE TERM COMMENCEMENT DATE AND RENT RECONCILIATION (JUN 2012)

4.13 AS-BUILT DRAWINGS (JUN 2012)

4.14 LIQUIDATED DAMAGES (JUN 2012)

4.15 SEISMIC RETROFIT (SEP 2012)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (JUN 2012)

5.02 FINISH SELECTIONS (JUN 2012)

5.03 WINDOW COVERINGS (JUN 2012)

5.04 DOORS: SUITE ENTRY (JUN 2012)

5.05 DOORS: INTERIOR (JUN 2012)

5.06 DOORS: HARDWARE (AUG 2011)

5.07 DOORS: IDENTIFICATION (JUN 2012)

5.08 PARTITIONS: SUBDIVIDING (JUN 2012)

5.09 WALL FINISHES (JUN 2012)

5.10 PAINTING – TI (JUN 2012)

5.11 FLOOR COVERINGS AND PERIMETERS (JUN 2012)

5.12 HEATING AND AIR CONDITIONING (APR 2011)

5.13 ELECTRICAL: DISTRIBUTION (JUN 2012)

5.14 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.15 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.16 DATA DISTRIBUTION (JUN 2012)

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

5.18 LIGHTING: INTERIOR AND PARKING – TI (JUN 2012)

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

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

6.02 UTILITIES (APR 2011)

6.03 UTILITIES SEPARATE FROM RENTAL/BUILDING OPERATING PLAN (AUG 2011)

6.04 UTILITY CONSUMPTION REPORTING (JUN 2012)

6.05 HEATING AND AIR CONDITIONING (AUG 2011)

6.06 OVERTIME HVAC USAGE (JUN 2012)

6.07 JANITORIAL SERVICES (JUN 2012)

6.08 SELECTION OF CLEANING PRODUCTS (APR 2011)

6.09 SELECTION OF PAPER PRODUCTS (JUN 2012)

6.10 SNOW REMOVAL (APR 2011)

6.11 MAINTENANCE AND TESTING OF SYSTEMS (JUN 2012)

LEASE NO. GS-XXX-XXXX, PAGE 4 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

6.12 MAINTENANCE OF PROVIDED FINISHES (JUN 2012)

6.13 ASBESTOS ABATEMENT (APR 2011)

6.14 ONSITE LESSOR MANAGEMENT (APR 2011)

6.15 IDENTITY VERIFICATION OF PERSONNEL (SEP 2012)

6.16 SCHEDULE OF PERIODIC SERVICES (JUN 2012)

6.17 LANDSCAPING (JUN 2012)

6.18 LANDSCAPE MAINTENANCE (APR 2011)

6.19 RECYCLING (JUN 2012)

6.20 RANDOLPH-SHEPPARD COMPLIANCE (JUN 2012)

6.21 SAFEGUARDING AND DISSEMINATION OF SENSITIVE BUT UNCLASSIFIED (SBU) BUILDING INFORMATION (JUN 2012)

6.22 INDOOR AIR QUALITY (JUN 2012)

6.23 RADON IN AIR (AUG 2008)

6.24 RADON IN AIR (JUN 2012)

6.25 RADON IN WATER (JUN 2012)

6.26 HAZARDOUS MATERIALS (OCT 1996)

6.27 MOLD (AUG 2008)

6.28 OCCUPANT EMERGENCY PLANS (APR 2011)

6.29 FLAG DISPLAY (APR 2011)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 LIST OF MODIFIED CLAUSES

7.02 SECURITY STANDARDS (JUN 2012)

7.03 LEED®-COMMERCIAL INTERIORS

7.04 CONTROLLED ACCESS – CARD READERS

LEASE NO. GS-XXX-XXXX, PAGE 5 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (JUN 2012)

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) is established as XX percent. This factor, which represents the conversion from ABOA to rentable square feet, rounded to the nearest whole percentage, shall be used for purposes of rental adjustments in accordance with the Payment Clause of the General Clauses.

1.02 EXPRESS APPURTENANT RIGHTS (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 the following:

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

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

1.03 RENT AND OTHER CONSIDERATION (SEP 2012)

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

FIRM TERM NON FIRM TERM

ANNUAL RENT ANNUAL RENT

SHELL RENT

1 $XXX,XXX.XX $XXX,XXX.XX

TENANT IMPROVEMENTS RENT2 $ XXX,XXX.XX $0.00

OPERATING COSTS

3 $ XXX,XXX.XX $ XXX,XXX.XX

BUILDING SPECIFIC AMORTIZED

CAPITAL

4 $ XXX,XXX.XX $ XXX,XXX.XX

PARKING

5 $ XXX,XXX.XX $ XXX,XXX.XX

TOTAL ANNUAL RENT $ XXX,XXX.XX $ XXX,XXX.XX

1Shell rent (Firm Term) calculation: $XX per RSF multiplied by XX RSF

2The Tenant Improvement Allowance of $XX is amortized at a rate of X percent per annum over XX years.

3Operating Costs rent calculation: $XX per RSF multiplied by XX RSF 4Building Specific Amortized Capital (BSAC) of $XX are amortized at a rate of X percent per annum over XX years 5Parking costs described under sub-paragraph G below

In instances where the Lessor amortizes either the TI or Building Specific Amortized Capital 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.

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

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

D. Rent is subject to adjustment based on the final Building Specific Amortized Capital (BSAC) cost to be amortized in the rental rate, as agreed upon by the parties subsequent to the Lease Award Date.

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

LEASE NO. GS-XXX-XXXX, PAGE 6 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

F. Rent shall be paid to Lessor by electronic funds transfer in accordance with the provisions of the General Clauses. Rent shall be payable to the Payee designated in the Lessor's Central Contractor Registration (CCR). If the payee is different from the Lessor, both payee and Lessor must be registered in CCR.

G. 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 in the paragraph entitled “The Premises.”

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

3. Performance or satisfaction of all other obligations set forth in this Lease; and all services, utilities (with the exclusion of XX), maintenance required for the proper operation of the Property, the Building, and the Leased Premises, in accordance with the terms of the Lease, including, but not limited to, all inspections, modifications, repairs, replacements and improvements required to be made thereto to meet the requirements of this Lease. The Government shall be responsible for paying the cost of XX directly to the utility provider. The Lessor shall ensure that such utilities are separately metered. The Lessor shall provide and install as part of shell rent, separate meters for utilities. Sub-meters are not acceptable. The Lessor shall furnish in writing to the LCO, prior to occupancy by the Government, a record of the meter numbers and verification that the meters measure Government usage only. Proration is not permissible. In addition, an automatic control system shall be provided to assure compliance with heating and air conditioning requirements.

H. Parking shall be provided at a rate of $XX per parking space per month (Structure), and $XX per parking space per month (Surface).

1.04 BROKER COMMISSION AND COMMISSION CREDIT (JUN 2012)

A. Jones Lang LaSalle Americas, Inc. (Broker) is the authorized real estate Broker representing GSA in connection with this Lease transaction.

The total amount of the Commission is $XX and is earned upon Lease execution, payable according to the Commission Agreement signed between the two parties. Only $XX of the Commission will be payable to Jones Lang LaSalle Americas, Inc. with the remaining $XX, which is the Commission Credit, to be credited to the shell rental portion of the annual rental payments due and owing to fully recapture this Commission Credit.

The reduction in shell rent shall commence with the first month of the rental payments and continue until the credit has been fully recaptured in equal monthly installments over the shortest time practicable.

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

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

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

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

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

1.05 TERMINATION RIGHTS (AUG 2011)

1.06 RENEWAL RIGHTS (AUG 2011)

1.07 DOCUMENTS INCORPORATED IN THE LEASE (SEP 2012)

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

DOCUMENT NAME

NO. OF

PAGES

EXHIBIT

FLOOR PLAN(S)

PARKING PLAN(S)

AGENCY SPECIFIC/SPECIAL REQUIREMENTS

SECURITY REQUIREMENTS

SECURITY UNIT PRICE LIST

GSA FORM 3517B GENERAL CLAUSES

GSA FORM 3518, REPRESENTATIONS AND CERTIFICATIONS

SEISMIC FORM C, BUILDING RETROFIT OR NEW

CONSTRUCTION PREAWARD COMMITMENT

SMALL BUSINESS SUBCONTRACTING PLAN

AMENDMENTS TO RLP NO. XXXXX

LEASE NO. GS-XXX-XXXX, PAGE 7 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

1.08 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

The Tenant Improvement Allowance (TIA) for purposes of this Lease is $46.74 per ABOA SF totaling $X,XXX,XXX.XX in TIA available to the Government.

The TIA is the amount that the Lessor shall make available for the Government to be used for TIs. This amount is amortized in the rent over the Firm Term of this Lease at an annual interest rate of X.XX percent.

1.09 TENANT IMPROVEMENT RENTAL ADJUSTMENT (AUG 2011)

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

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

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

C. If it is anticipated that the Government will spend more than the allowance identified above, the Government shall have the right to either:

1. Reduce the TI requirements;

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

Occupancy” paragraph;

3. Negotiate an increase in the rent.

1.10 TENANT IMPROVEMENT FEE SCHEDULE (JUN 2012)

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

INITIAL

BUILD-OUT

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

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

1.11 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012)

For purposes of this Lease, the Building Specific Amortized Capital (BSAC) is $25.00 per ABOA SF totaling $XXX,XXX.XX in BSAC funding available to the Government. The Lessor will make the total BSAC amount available to the Government, which will use the funds for security related improvements. This amount is amortized in the rent over the Firm Term of this lease at an annual interest rate of X.XX percent.

1.12 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2012)

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

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

C. If it is anticipated that the Government will spend more than the BSAC identified above, the Government shall have the right to either:

1. Reduce the security countermeasure requirements;

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

3. Negotiate an increase in the rent.

1.13 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (JUN 2012)

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.

LEASE NO. GS-XXX-XXXX, PAGE 8 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

1.14 REAL ESTATE TAX BASE (JUN 2012)

The Real Estate Tax Base shall be determined after the first full year of occupancy in accordance with the “Real Estate Tax Adjustment” paragraph (Section 2.07).

1.15 OPERATING COST BASE (AUG 2011)

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

1.16 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (JUN 2012)

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 leased Premises prior to expiration of the term of the Lease, the operating costs paid by the Government as part of the rent shall be reduced by $XX.XX per ABOA SF of Space vacated by the Government.

1.17 HOURLY OVERTIME HVAC RATES (AUG 2011)

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.

1.18 24-HOUR HVAC REQUIREMENT (APR 2011)

The hourly overtime HVAC rate specified above shall not apply to any portion of the Premises that is required to have heating and cooling 24 hours per day.

If 24-hour HVAC is required by the Government for any designated rooms or areas of the Premises, such services shall be provided by the Lessor at an annual rate of $X.XX per ABOA SF of the area receiving the 24-hour HVAC. Notwithstanding the foregoing, Lessor shall provide this service at no additional cost to the Government if the Lessor provides this service to other tenants in the Building at no additional charge.

1.19 BUILDING IMPROVEMENTS (SEP 2012)

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

A. _______________ B. _______________ C. _______________

1.20 HUBZONE SMALL BUSINESS CONCERNS ADDITITIONAL PERFORMANCE REQUIREMENTS (MAR 2012)

If the Lessor is a qualified HUBZone small business concern (SBC) that did not waive the price evaluation preference then as required by 13 C.F.R.

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

LEASE NO. GS-XXX-XXXX, PAGE 9 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (JUN 2012)

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 that the Lease is executed by the LCO (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 I 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 BOMA Rentable Square Feet (BRSF). 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) = BRSF.

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.

2.02 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

LEASE NO. GS-XXX-XXXX, PAGE 10 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12) delegated by notice to the other party, or to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its Lease Contracting Officer (LCO) by notice, without an express delegation by the prior LCO.

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (JUN 2012)

A. The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Lease Amendment, GSA Form 300, Order for Supplies or Services, or a tenant agency-approved form when specifically authorized to do so by the Lease Contracting Officer. 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.

B. Orders for Tenant Improvements $150,000 or less may be placed by the LCO or a warranted contracting officer’s representative in GSA or the tenant agency when specifically authorized to do so by the Lease Contracting Officer. 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 paragraph B, will be made directly by the tenant agency placing the order.

2.04 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.

2.05 PAYMENT OF BROKER (JULY 2011)

If GSA awarded the Lease through its Broker, the Lessor shall pay GSA’s Broker its portion of the commission one half upon Lease award and the remaining half upon acceptance of the Space. “Its portion of the commission” means the agreed-upon commission to GSA’s Broker minus the Commission Credit specified in the Lease or Lease Amendment.

2.06 CHANGE OF OWNERSHIP (JUN 2012)

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 Amendment.

D. In addition to all documents required by FAR 42.1204, the LCO may request additional information (e.g., copy of the deed, bill of sale, certificate of merger, contract, court decree, articles of incorporation, operation agreement, partnership certificate of good standing, etc.) from the Transferor or Transferee to verify the parties' representations regarding the transfer, and to determine whether the transfer of the Lease is in the Government's interest.

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

F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must complete a Central Contractor Registration (CCR) (See FAR 52.232-33) and complete and sign GSA Form 3518, 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.

LEASE NO. GS-XXX-XXXX, PAGE 11 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

2.07 REAL ESTATE TAX ADJUSTMENT (JUN 2012)

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

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

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

Real Estate Taxes are those taxes that are levied upon the owners of real property by a Taxing Authority (as hereinafter defined) of a State or local Government on an ad valorem basis to raise general revenue for funding the provision of government services. The term excludes, without limitation, special assessments for specific purposes, assessments for business improvement districts, and/or community development assessments.

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

Tax Year refers to the 12-month period adopted by a Taxing Authority as its fiscal year for assessing Real Estate Taxes on an annual basis.

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

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

Real Estate Tax Base is the unadjusted Real Estate Taxes for the first full Tax Year following the commencement of the Lease term. If the Real Estate Taxes for that Tax Year are not based upon a Full Assessment of the Property, then the Real Estate Tax Base shall be the Unadjusted Real Estate Taxes for the Property for the first full Tax Year for which the Real Estate Taxes are based upon a Full Assessment. Such first full Tax Year may be hereinafter referred to as the Tax Base Year.

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.

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

After commencement of the Lease term, the Lessor shall provide to the LCO copies of all real estate tax bills for the Property, all documentation of Tax Abatements, credits, or refunds, if any, and all notices which may affect the assessed valuation of the Property, for the Tax Year prior to the commencement of the Lease Term, and all such documentation for every year following. Lessor acknowledges that the LCO shall rely on the completeness and accuracy of these submissions in order to establish the Real Estate Tax Base and to determine tax adjustments. The LCO may memorialize the establishment of the Real Estate Tax Base by issuing a unilateral administrative lease amendment indicating the base year, the amount of the Real Estate Tax Base, and the Government's Percentage of Occupancy.

The Real Estate Tax Base is subject to adjustment when increases or decreases to Real Estate Taxes in any Tax Year are attributable to (a) improvements or renovations to the Property not required by this Lease, or (b) changes in net operating income for the Property not derived from this Lease. If either condition results in a change to the Real Estate Taxes, the LCO may re-establish the Real Estate Tax Base as the Unadjusted Real

LEASE NO. GS-XXX-XXXX, PAGE 12 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (10/12)

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.

If this Lease includes any options to renew the term of the Lease, or be otherwise extended, the Real Estate Tax Base for determining tax adjustments during the renewal term or extension shall be the last Real Estate Tax Base established during the base term of the Lease.

If any Real Estate Taxes for the Property are retroactively reduced by a Taxing Authority during the term of the Lease, the Government shall be entitled to a proportional share of any tax refunds to which the Lessor is entitled, calculated in accordance with this Paragraph. Lessor acknowledges that it has an affirmative duty to disclose to the Government any decreases in the Real Estate Taxes paid for the Property during the term of the Lease. Lessor shall annually provide to the LCO all relevant tax records for determining whether a tax adjustment is due, irrespective of whether it seeks an adjustment in any Tax Year.

If the Lease terminates before the end of a Tax Year, or if rent has been suspended, payment for the real estate tax increase due because of this section for the Tax Year will be prorated based on the number of days that the Lease and the rent were in effect. Any credit due the Government after the expiration or earlier termination of the Lease shall be made by a lump sum payment to the Government or as a rental credit to any succeeding Lease, as determined in the LCO's sole discretion. Lessor shall remit any lump sum payment to the Government within 15 calendar days of payment or credit by the Taxing Authority to Lessor or Lessor’s designee. If the credit due to the Government is not paid by the due date, interest shall accrue on the late payment at the rate established by the Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978, as amended (41 USC § 611), that is in effect on the day after the due date. The interest penalty shall accrue daily on the amount of the credit and shall be compounded in 30-day increments inclusive from the first day after the due date through the payment date. The Government shall have the right to pursue the outstanding balance of any tax credit using all such collection methods as are available to the United States to collect debts. Such collection rights shall survive the expiration of this Lease.

In order to obtain a tax adjustment, the Lessor shall furnish the LCO with copies of all paid tax receipts, or other similar evidence of payment acceptable to the LCO, and a proper invoice (as described in GSA Form 3517, General Clauses, 552.270-31, Prompt Payment) for the requested tax adjustment, including the calculation thereof. All such documents must be received by the LCO within 60 calendar days after the last date the real estate tax payment is due from the Lessor to the Taxing Authority without payment of penalty or interest. FAILURE TO SUBMIT THE PROPER INVOICE AND EVIDENCE OF PAYMENT WITHIN SUCH TIME FRAME SHALL CONSTITUTE A WAIVER OF THE LESSOR’S RIGHT TO RECEIVE

A TAX ADJUSTMENT PURSUANT TO THIS PARAGRAPH FOR THE TAX YEAR AFFECTED.

Tax Appeals. If the Government occupies more than 50 percent of the Building by virtue of this and any other Government Lease(s), the Government may, upon reasonable notice, direct the Lessor to initiate a tax appeal, or the Government may elect to contest the assessed valuation on its own behalf or jointly on behalf of Government and the Lessor. If the Government elects to contest the assessed valuation on its own behalf or on behalf of the Government and the Lessor, the Lessor shall cooperate fully with this effort, including, without limitation, furnishing to the Government information necessary to contest the assessed valuation in accordance with the filing requirements of the Taxing Authority, executing documents, providing documentary and testimonial evidence, and verifying the accuracy and completeness of records. If the Lessor initiates an appeal at the direction of the Government, the Government shall have the right to approve the selection of counsel who shall represent the Lessor with regard to such appeal, which approval shall not be unreasonably withheld, conditioned or delayed, and the Lessor shall be entitled to a credit in the amount of its reasonable expenses in pursuing the appeal.

2.08 ADJUSTMENT FOR VACANT PREMISES (APR 2011)

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 (i.e., 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.

2.09 OPERATING COSTS ADJUSTMENT (JUN 2012)

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

B. The amount of adjustment will be determined by multiplying the base rate by the annual percent of change in the Cost of Living Index. The percent change will be computed by comparing the index figure published for the month prior to the Lease Term Commencement Date with the index figure published for the month prior which begins each successive 12-month period. For example, a Lease which commences in June of 2005 would use the index published for May of 2005, and that figure would be compared with the index published for May of 2006, May of 2007, and so on, to determine the percent change. The Cost of Living Index will be measured by the Department of Labor revised Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W), U.S. city average, all items, (1982 to 1984 = 100) published by the Bureau of Labor Statistics. Payment will be made with the monthly installment of fixed rent.