A. Chantilly DoD Warehouse Lease Template (FINAL).pdf

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

FOR THE LESSOR:

Name: ____________________________________________

Title: ____________________________________________

Entity: ____________________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Title: Lease Contracting Officer

General Services Administration, Public Buildings Service

WITNESSED FOR THE LESSOR BY:

Title: ____________________________________________

The information collection requirements contained in this Solicitation/Contract, that are not required by regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0086.

LEASE NO. GS-11P-LVAXXXXX, PAGE 1 GSA TEMPLATE 201WH

REV (5/25)

LEASE NO. GS-11P-LVAXXXXX

BUILDING NO. XXXXXX

Warehouse Lease

GSA TEMPLATE FORM L201WH (5/2025)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease template (GSA Template Form L201WH, hereinafter Lease Template).

Upon selection for award, GSA will transcribe the successful Offeror's final offered rent and other price data included on Offeror’s submitted GSA Lease Proposal Template 1364WH, (hereinafter Lease Proposal Form) into a Lease Template, and transmit the completed Lease Template, together with appropriate attachments, to the successful Offeror for execution.

A. This Lease is made and entered into between

Lessor’s Name

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

The United States of America

(Government), acting by and through the designated representative of the General Services Administration (GSA), 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 A, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by GSA.

C. LEASE TERM

To Have and To Hold the said Premises with its appurtenances for the term beginning upon acceptance of the Premises as required by this Lease and continuing for a period of

10 Years Firm, with one 5-year renewal option

LEASE NO. GS-11P-LVAXXXXX, PAGE 2 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, along with any applicable termination and renewal rights, shall be more specifically set forth in a Lease Amendment upon substantial completion and acceptance of the Space by the Government.

LEASE NO. GS-11P-LVAXXXXX, PAGE 3 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 EXPRESS APPURTENANT RIGHTS (WAREHOUSE) (MAY 2014)

1.02 TRUCK TURNING RADIUS REQUIREMENTS (WAREHOUSE) (MAY 2014)

1.03 CLEAR CEILING HEIGHT REQUIREMENTS (WAREHOUSE) (MAY 2014)

1.04 BAY WIDTH, BAY DEPTH, AND COLUMN SPACING REQUIREMENTS (WAREHOUSE) (MAY 2014)

1.05 THE PREMISES (WAREHOUSE) (OCT 2022)

1.06 RENT AND OTHER CONSIDERATION (WAREHOUSE) (OCT 2023)

1.07 BROKER COMMISSION AND COMMISSION CREDIT (OCT 2016)

1.08 TERMINATION RIGHTS (OCT 2016)

1.09 RENEWAL RIGHTS (OCT 2016)

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

1.11 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

1.12 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.13 TENANT IMPROVEMENT AND BSAC FEE SCHEDULE (OCT 2024)

1.14 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012)

1.15 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013)

1.16 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2024)

1.17 REAL ESTATE TAX BASE (SEP 2013) INTENTIONALLY DELETED

1.18 OPERATING COST BASE (OCT 2016)

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

1.20 HOURLY OVERTIME HVAC RATES (OCT 2016)

1.21 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018) INTENTIONALLY DELETED

1.22 BUILDING IMPROVEMENTS (OCT 2023)

1.23 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (WAREHOUSE) (OCT 2023)

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2022)

2.04 WAIVER OF RESTORATION (OCT 2023)

2.05 PAYMENT OF BROKER (OCT 2021)

2.06 CHANGE OF OWNERSHIP/NOVATION (OCT 2024)

2.07 REAL ESTATE TAX ADJUSTMENT (OCT 2023)

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

2.09 OPERATING COSTS ADJUSTMENT (JUN 2012)

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

2.11 RELOCATION ASSISTANCE ACT (APR 2011)

2.12 ENTITY NAME (OCT 2023) 16

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (MAY 2025) INTENTIONALLY DELETED

3.02 WORK PERFORMANCE (JUN 2012)

3.03 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (MAY 2025)

3.04 CONSTRUCTION WASTE MANAGEMENT (MAY 2025) INTENTIONALLY DELETED

3.05 WOOD PRODUCTS (MAY 2025)

3.06 ADHESIVES AND SEALANTS (MAY 2025)

3.07 BUILDING SHELL REQUIREMENTS (WAREHOUSE) (OCT 2016)

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

3.09 QUALITY AND APPEARANCE OF BUILDING (WAREHOUSE) (MAY 2014)

3.10 VESTIBULES (OCT 2023) 18

3.11 MEANS OF EGRESS (WAREHOUSE) (MAY 2015)

3.12 AUTOMATIC FIRE SPRINKLER SYSTEM (WAREHOUSE) (MAY 2014)

3.13 FIRE ALARM SYSTEM (WAREHOUSE) (MAY 2014)

3.14 ENERGY INDEPENDENCE AND SECURITY ACT (MAY 2025)

3.15 ELEVATORS (WAREHOUSE) (OCT 2020) INTENTIONALLY DELETED

3.16 FLAGPOLE (SEP 2013) INTENTIONALLY DELETED

3.17 DEMOLITION (JUN 2012) 19

3.18 ACCESSIBILITY (OCT 2024) 20

3.19 EXTERIOR AND COMMON AREA DOORS AND HARDWARE (WAREHOUSE) (MAY 2014)

3.20 DOORS: IDENTIFICATION (APR 2011)

3.21 WINDOWS (OCT 2020) 20

3.22 PARTITIONS: GENERAL (MAY 2025)

3.23 PARTITIONS: PERMANENT (MAY 2025)

3.24 INSULATION: THERMAL, ACOUSTIC, AND HVAC (MAY 2025)

3.25 WALL FINISHES—SHELL (SEP 2015)

3.26 PAINTING—SHELL (MAY 2025)

3.27 FLOORS AND FLOOR LOAD—SHELL (WAREHOUSE) (OCT 2019)

3.28 FLOOR COVERING AND PERIMETERS—SHELL (WAREHOUSE) (MAY 2025)

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

LEASE NO. GS-11P-LVAXXXXX, PAGE 4 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

3.30 BUILDING SYSTEMS (APR 2011)

3.31 ELECTRICAL—SHELL (WAREHOUSE) (OCT 2023)

3.32 ADDITIONAL ELECTRICAL CONTROLS (JUN 2012) INTENTIONALLY DELETED

3.33 PLUMBING (JUN 2012) 23

3.34 DRINKING FOUNTAINS (WAREHOUSE) (MAY 2025)

3.35 RESTROOMS (WAREHOUSE) (MAY 2025)

3.36 PLUMBING FIXTURES: WATER CONSERVATION (MAY 2025) INTENTIONALLY DELETED

3.37 JANITOR CLOSETS (SEP 2015)

3.38 HEATING AND VENTILATION—SHELL (WAREHOUSE) (MAY 2025)

3.39 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (WAREHOUSE) (SEP 2000)

3.40 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.41 LIGHTING: INTERIOR AND PARKING—SHELL (WAREHOUSE) (OCT 2022)

3.42 ACOUSTICAL REQUIREMENTS (OCT 2022)

3.43 SECURITY FOR NEW CONSTRUCTION (OCT 2022) INTENTIONALLY DELETED

3.44 SEISMIC SAFETY FOR NEW CONSTRUCTION (OCT 2020) INTENTIONALLY DELETED

3.45 FIRE PROTECTION FOR NEW CONSTRUCTION (WAREHOUSE) (MAY 2015) INTENTIONALLY DELETED

3.46 INDOOR AIR QUALITY DURING CONSTRUCTION (MAY 2025)

3.47 SYSTEMS COMMISSIONING (MAY 2025)

3.48 LOADING DOCKS—SHELL (WAREHOUSE) (MAY 2014)

3.49 EMERGENCY POWER TO CRITICAL SYSTEMS (WAREHOUSE) (MAY 2014)

3.50 MECHANICAL AREAS AND BUILDING ROOFS (WAREHOUSE) (MAY 2014)

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

INTENTIONALLY DELETED 28

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

3.53 HIGH-PERFORMANCE BUILDING RATING CERTIFICATION FOR NEW CONSTRUCTION (WAREHOUSE) (MAY

2025) INTENTIONALLY DELETED

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (WAREHOUSE) (OCT 2024)

4.02 CONSTRUCTION DOCUMENTS (OCT 2023)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (OCT 2023)

4.04 BUILDING SPECIFIC AMORTIZED CAPITAL (BSAC) PRICE PROPOSAL (OCT 2023)

4.05 LEASE SUBMITTALS (WAREHOUSE) (MAY 2025)

4.06 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (OCT 2024)

4.07 PROGRESS REPORTS (OCT 2023)

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

4.09 CONSTRUCTION INSPECTIONS (OCT 2023)

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

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

4.12 AS-BUILT DRAWINGS (OCT 2021)

4.13 GSAR 552.270-15 LIQUIDATED DAMAGES (DEVIATION) (OCT 2022)

4.14 SEISMIC RETROFIT (OCT 2020) INTENTIONALLY DELETED

4.15 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (WAREHOUSE) (OCT 2023)

4.16 GOVERNMENT PROJECT MANAGEMENT SYSTEM (MAY 2025)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 FINISH SELECTIONS (SEP 2015)

5.03 WINDOW COVERINGS (WAREHOUSE) (JUN 2012)

5.04 DOORS: SUITE ENTRY (MAY 2025)

5.05 DOORS: INTERIOR (MAY 2025)

5.06 DOORS: HARDWARE (MAY 2025)

5.07 DOORS: IDENTIFICATION (JUN 2012)

5.08 PARTITIONS: SUBDIVIDING (MAY 2025)

5.09 CEILINGS—TI (WAREHOUSE) (OCT 2022)

5.10 WALL FINISHES (MAY 2025)

5.11 PAINTING—TI (MAY 2025) 34

5.12 FLOOR COVERINGS AND PERIMETERS—TI (WAREHOUSE) (MAY 2025)

5.13 HEATING AND AIR CONDITIONING—TI (WAREHOUSE) (MAY 2014)

5.14 ELECTRICAL: DISTRIBUTION—TI (WAREHOUSE) (MAY 2014)

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 (WAREHOUSE) (MAY 2014)

5.20 LOADING DOCKS—TI (WAREHOUSE) (MAY 2014) INTENTIONALLY DELETED

5.21 AUTOMATIC FIRE SPRINKLER SYSTEM – TI (OCT 2016)

LEASE NO. GS-11P-LVAXXXXX, PAGE 5 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

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

6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (WAREHOUSE) (OCT 2023)

6.02 UTILITIES (MAY 2025) 38

6.03 UTILITIES SEPARATE FROM RENTAL/BUILDING OPERATING PLAN (OCT 2020) INTENTIONALLY DELETED

6.04 HEATING AND AIR CONDITIONING (WAREHOUSE) (OCT 2024)

6.05 OVERTIME HVAC USAGE (OCT 2023)

6.06 JANITORIAL SERVICES (WAREHOUSE) (MAY 2025)

6.07 SELECTION OF CLEANING PRODUCTS (MAY 2025) INTENTIONALLY DELETED

6.08 SELECTION OF PAPER PRODUCTS (MAY 2025) INTENTIONALLY DELETED

6.09 SNOW REMOVAL (WAREHOUSE) (OCT 2020)

6.10 MAINTENANCE AND TESTING OF SYSTEMS—WAREHOUSE (OCT 2022)

6.11 MAINTENANCE OF PROVIDED FINISHES (WAREHOUSE) (OCT 2016)

6.12 ASBESTOS ABATEMENT (MAY 2025)

6.13 ONSITE LESSOR MANAGEMENT (APR 2011)

6.14 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.15 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.16 LANDSCAPING (MAY 2025) INTENTIONALLY DELETED

6.17 LANDSCAPE MAINTENANCE (APR 2011)

6.18 RECYCLING—WAREHOUSE (MAY 2025)

6.19 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

6.20 SAFEGUARDING AND DISSEMINATION OF CONTROLLED UNCLASSIFIED INFORMATION (CUI) BUILDING

INFORMATION (OCT 2022) INTENTIONALLY DELETED

6.21 INDOOR AIR QUALITY (MAY 2025)

6.22 RADON IN AIR (MAY 2025) 42

6.23 RADON IN WATER (MAY 2025)

6.24 HAZARDOUS MATERIALS (WAREHOUSE) (MAY 2025)

6.25 MOLD AND WATER INTRUSION (OCT 2023)

6.26 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.27 FLAG DISPLAY (OCT 2016) INTENTIONALLY DELETED

6.28 PORTABLE FIRE EXTINGUISHERS (WAREHOUSE) (MAY 2014)

6.29 TRASH DUMPSTER SERVICE – LESSOR PROVIDED (WAREHOUSE) (OCT 2016)

6.30 TRASH DUMPSTER SERVICE (WAREHOUSE) – GOVERNMENT PROVIDED (OCT 2016) INTENTIONALLY

DELETED 44

6.31 ACCESS TO BUILDING INFORMATION (MAY 2014)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2016)

7.02 MODIFIED LEASE PARAGRAPHS (OCT 2016)

A. 1.01 EXPRESS APPURTENANT RIGHTS (WAREHOUSE) (MAY 2014)

7.03 NO FEDERALLY ELECTED OFFICIALS TO BENEFIT (OCT 2023) INTENTIONALLY DELETED

7.04 SWING SPACE – LEASE (OCT 2022) INTENTIONALLY DELETED

LEASE NO. GS-11P-LVAXXXXX, PAGE 6 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 EXPRESS APPURTENANT RIGHTS (WAREHOUSE) (MAY 2014)

The Government shall have exclusive or non-exclusive (as identified) 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. Automobile Parking. XXX parking spaces for passenger vehicles as depicted on the plan attached hereto as Exhibit B of which XX spaces shall be marked as reserved for the exclusive use of the Government. In addition, the Lessor shall provide any additional automobile parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property. All spaces must be secured and lit in accordance with the Security Requirements set forth in this Lease. The cost of this parking shall be included as part of the rental consideration.

B. INTENTIONALLY DELETED

C. Delivery Route.

1. At least one unobstructed route having no steps or abrupt changes in level shall connect with all accessible elements, spaces, buildings, and courses of passage. The minimum clear width of a route shall be 36 inches. If a route is less than 60 inches in width then it shall have level passing zones, spaced at no more than 200 feet apart, measuring a minimum of 60 inches by 60 inches.

2. Objects projecting from walls with their leading edges between 27 and 80 inches above the finished floor shall protrude no more than 4 inches into an accessible route. Freestanding objects mounted on posts or pylons may overhang 12 inches maximum from 27 to 80 inches above the ground or the finished floor. Objects mounted with their leading edges at or below 27 inches above the finished floor may protrude any distance. However, no protruding objects shall reduce the clear width of an accessible route or maneuvering space.

If vertical clearance of an area adjoining an accessible route is reduced to less than 80 inches, a barrier to warn blind or visually impaired persons shall be provided.

3. Mechanical rooms and spaces which are not normally frequented by the public or occupants and are not part of an accessible or emergency route are excepted and need not be accessible.

4. Gratings in a route surface shall have spaces no wider than ½ inch in one direction and shall be placed so that the long dimension of openings is perpendicular to the dominant direction of travel.

D. Delivery Ramps.

1. Any part of an accessible route with a slope greater than 1 foot rise in 20 feet shall be considered a ramp. Where ramps are necessary, they shall have a non-slip surface with a slope no greater than 1 foot rise in 12 feet. Ramps must have a minimum clear width of 3 feet with level landings at the top and bottom of each ramp run. Each landing shall be at least 5 feet in length and as wide as any ramp run leading into it. The maximum rise for any run shall be 30 inches. Intermediate landings for turning ramps shall measure a minimum of 5 feet by 5 feet.

2. Lessor shall provide handrails complying with "HANDRAILS" (36 CFR 1191) on both sides of all ramps with a vertical rise greater than 6 inches. Ramps with drop-offs shall have curbs (minimum 2 inches high), walls, railings or projecting surfaces. Lessor shall provide curb ramps wherever an accessible route crosses a curb. Curb ramps shall not interfere with walks or vehicular traffic. The maximum slope of a curb ramp shall be a 1-inch rise per 12 inch run. The maximum length of a curb ramp shall be 6 feet with a minimum width of 36 inches, exclusive of flared sides. If no other alternative is feasible, accessible platform lifts may be used in lieu of a ramp or elevator.

Lifts shall have accessible controls and clearances, shall comply with applicable safety regulations, and should facilitate unassisted entry and exit.

E. 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.

F. Loading Docks. See “LOADING DOCKS SHELL WAREHOUSE” paragraph in Section 3 of this Lease.

1.02 TRUCK TURNING RADIUS REQUIREMENTS (WAREHOUSE) (MAY 2014)

At a minimum, a truck turning radius of 20 feet sized for flatbed trucks shall be provided and maintained at all times for all loading docks designed for such sized trucks. One-way design for service traffic is preferred in order to avoid the need for large turning areas.

1.03 CLEAR CEILING HEIGHT REQUIREMENTS (WAREHOUSE) (MAY 2014)

LEASE NO. GS-11P-LVAXXXXX, PAGE 7 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

A minimum of XXXXX ABOA SF must have a clear ceiling height of 12 feet 00 inches, measured from floor to the lowest obstruction, with the balance of the space maintaining a clear ceiling height of a minimum of 9 feet. Bulkheads and hanging or surface mounted light fixtures which impede traffic ways shall be avoided.

1.04 BAY WIDTH, BAY DEPTH, AND COLUMN SPACING REQUIREMENTS (WAREHOUSE) (MAY 2014)

The following minimum requirements apply to this Lease:

A. Bay Width: XX’ XX” (the distance from one side of the bay to the other side of the bay in linear feet and inches) B. Bay Depth: XX’ XX” (the distance from the front of the bay to the back of the bay in linear feet and inches) C. Column Spacing: Columns shall be XX’ XX” linear feet apart from one another.

1.05 THE PREMISES (WAREHOUSE) (OCT 2022)

The Premises are described as follows:

A. Warehouse and Related Space. XXX,XXX rentable square feet yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of warehouse Space known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX.

A. Warehouse and Related Space. XX rentable square feet (RSF), yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of warehouse and related Space and an additional XX RSF, yielding XX ABOA SF of free space (for which the Government will not be charged rent, including real estate taxes and operating cost escalations) in excess of the total XX RSF/XX ABOA SF indicated above, for a total of XX RSF (yielding XX ABOA SF), 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.

All rights, responsibilities, and obligations that bind the Lessor and Government under this lease agreement, including the General Clauses, and any other attachments hereto, shall pertain to the entire space under lease, including the free space.

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

1.06 RENT AND OTHER CONSIDERATION (WAREHOUSE) (OCT 2023)

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

FIRM TERM

ANNUAL RENT

SHELL RENT1 $XXX,XXX.XX

OPERATING COSTS2 $ XXX,XXX.XX

TENANT IMPROVEMENTS RENT3 $ XXX,XXX.XX

BUILDING SPECIFIC AMORTIZED CAPITAL (BSAC)4 $ XXX,XXX.XX

PARKING5 $ XXX,XXX.XX

TOTAL ANNUAL RENT7 $XXX,XXX.XX

1Shell rent reflects rental rates as follows:

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

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

3Tenant Improvements of $XX are amortized at a rate of X percent per annum over XX years.

4Building Specific Amortized Capital (BSAC) of $XX are amortized at a rate of X percent per annum over XX years.

5Parking costs described under sub-paragraph B below.

6Total Annual Rent does not reflect reduction for free rent (if applicable). See subparagraph C below.

B. Parking shall be provided at a rate of $XX per parking space per month (structured/inside), and $XX per parking space per month

(surface/outside).

C. The Lessor has offered free rent for the first XX (X) months of the Lease (free rent includes shell, operating, TI, BSAC, 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 or Building Specific Amortized Capital (BSAC) 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 GSA 3517, General Clauses.

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

G. 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.

LEASE NO. GS-11P-LVAXXXXX, PAGE 8 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

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

I. Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following:

1. The leasehold interest in the Property described herein in the paragraph entitled “The Premises.”

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

3. Performance or satisfaction of all other obligations set forth in this Lease; and all services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accordance with the terms of the Lease, including, but not limited to, all inspections, modifications, repairs, replacements, and improvements required to be made thereto to meet the requirements of this Lease.

J. INTENTIONALLY DELETED

1.07 BROKER COMMISSION AND COMMISSION CREDIT (OCT 2016)

A. Public Properties (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 Lessor and Broker. Only $XX of the Commission will be payable to Public Properties 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.”

1.08 TERMINATION RIGHTS (OCT 2016)

The Government may terminate this Lease, in whole or in parts, at any time effective after the Firm Term of this Lease, by providing not less than 120 days’ prior written notice to the Lessor. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice, whichever is later. No rental shall accrue after the effective date of termination.

1.09 RENEWAL RIGHTS (OCT 2016)

A. This Lease may be renewed at the option of the Government for a term of 5 YEARS at the following rental rate(s):

OPTION TERM, YEARS 11-15

ANNUAL RENT ANNUAL RATE / RSF

SHELL RENTAL RATE $XX $XX

OPERATING COSTS

OPERATING COST BASE SHALL CONTINUE FROM THE EFFECTIVE YEAR OF THE LEASE. OPTION TERM IS

SUBJECT TO CONTINUING ANNUAL ADJUSTMENTS.

provided notice is given to the Lessor at least 150 days before the end of the original Lease term or any extension thereof; all other terms and conditions of this Lease, as same may have been amended, shall remain in full force and effect during any renewal term.

B. Termination rights outlined in the “Termination Rights” paragraph apply to all renewal terms.

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

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

DOCUMENT NAME

NO. OF PAGES

EXHIBIT

FLOOR PLAN(S)

LEASE NO. GS-11P-LVAXXXXX, PAGE 9 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE 201WH

1.11 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

The Tenant Improvement Allowance (TIA) for purposes of this Lease is $28.11 per ABOA SF. The TIA is the amount that the Lessor shall make available for the Government to be used for TIs. This amount is amortized in the rent over the Firm Term of this Lease at an annual interest rate of X percent.

1.12 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

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 identified TIA, the Government may elect to:

1. Reduce the TI requirements;

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

3. Negotiate an increase in the rent.

1.13 TENANT IMPROVEMENT AND BSAC FEE SCHEDULE (OCT 2024)

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

INITIAL BUILD-OUT OUT

ARCHITECT/ENGINEER (A/E) FEES ($ PER ABOA SF, $ FLAT FEE, OR % OF TI AND BSAC CONSTRUCTION COSTS) $XX PER ABOA SF, $XX FLAT FEE, OR

XX%

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

1.14 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012)

For purposes of this Lease, the Building Specific Amortized Capital (BSAC) is $12.00 per ABOA SF. 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 percent.

1.15 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013)

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 may elect to:

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.

PARKING PLAN(S)

SITE PLAN(S)

AGENCY SPECIAL REQUIREMENTS

SECURITY REQUIREMENTS

GSA 3517B, GENERAL CLAUSES

Approved Small Business Subcontracting Plan

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

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1.16 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2024)

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 online at leasing.gsa.gov or a successor portal.

1.17 REAL ESTATE TAX BASE (SEP 2013) INTENTIONALLY DELETED

1.18 OPERATING COST BASE (OCT 2016)

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

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

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

1.20 HOURLY OVERTIME HVAC RATES (OCT 2016)

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

1. $X.XX per hour per zone

2. No. of zones: X

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

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

1. Saturday: X AM through X PM

2. Sunday: X AM through X PM.

1.21 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018) INTENTIONALLY DELETED

1.22 BUILDING IMPROVEMENTS (OCT 2023)

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

A. _______________ B. _______________ C. _______________

1.23 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI)

UEI: XXXXXXXXXXXX

https://leasing.gsa.gov/leasing/s/

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SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (WAREHOUSE) (OCT 2023)

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

A. General Contract Terms.

1. "Contract” means lease.

2. "Contractor” means Lessor.

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

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

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

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

a. Acts of God or of the public enemy,

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

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

d. Fires,

e. Floods,

f. Epidemics,

g. Quarantine restrictions,

h. Strikes,

i. Freight embargoes,

j. Unusually severe weather, or

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

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

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

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

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

B. Real Property Terms.

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

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

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

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

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

6. “Commission Credit” means the amount of commission that is credited to the lease, if GSA’s broker agreed to forgo a percentage of its commission, in connection with the award of this lease.

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

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

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

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

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

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

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

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

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

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

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

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2022)

A. The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Lease

Amendment, GSA Form 300, Order for Supplies or Services, or a tenant agency-approved form when specifically authorized to do so by the LCO. The General Services Administration Acquisition Manual (“GSAM”) clause, 552.270-31, Prompt Payment, including its invoice requirements, shall apply to orders for alterations. All orders are subject to the terms and conditions of this Lease and may be placed by the LCO or a warranted contracting officer’s representative (COR) in GSA or the tenant agency when specifically authorized to do so by the LCO, subject to the threshold limitation below.

B. Orders for alterations issued by an authorized COR are limited to no more than $250,000 (LCOs are not subject to this threshold). This threshold will change according to future adjustments of the simplified acquisition threshold (see FAR 2.101). The LCO will provide the Lessor with a list of tenant agency officials authorized to place orders and will specify any limitations on the authority delegated to tenant agency officials. The tenant agency officials are not authorized to deal with the Lessor on any other matters.

C. The Lessor may be required to use the Government’s project management system, as outlined in Lease paragraph entitled “Government Project

Management System.”

D. Payments for alterations ordered by the tenant agency under the authorization described in sub-paragraph B will be made directly by the tenant agency placing the order.

2.04 WAIVER OF RESTORATION (OCT 2023)

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

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

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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 PAYMENT OF BROKER (OCT 2021)

If GSA awarded the Lease through its Broker, the Lessor shall pay GSA’s Broker its portion of the commission according to the Commission Agreement signed between the Lessor and Broker. “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/NOVATION (OCT 2024)

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 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 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 LCO, 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.

2.07 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:

1. 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).

2. 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.

3. 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.

4. 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.

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5. 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.

6. 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.

7. 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.

8. 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.

9. 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…