A. Global Lease 36C24525L0005 Hagerstown CBOC Replacement Lease.pdf

LEASE NO. 36C24525L0005, PAGE 1

Hagerstown, MD CBOC

GSA L100

REV (10/24)

LEASE NO. 36C24525L0005

Hagerstown, MD Community Based Outpatient Clinic

Global Lease

GSA L100 (10/2024)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease (GSA Lease Form L100, hereinafter Lease Form). Upon selection for award, VA will transcribe the successful Offeror's final offered rent and other price data included on Offeror’s submitted GSA Lease Proposal Form 1364, (hereinafter Lease Proposal Form) into a Lease Form, and transmit the completed Lease Form, 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 Department of Veterans Affairs (VA), 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, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by VA.

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

15 Year Term, 10 Years Firm, 5 Years Soft 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: ____________________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Name: ____________________________________________

Title: Lease Contracting Officer

Department of Veterans Affairs, Network Contracting Office 5

Date: ____________________________________________

WITNESSED FOR THE LESSOR BY:

Name: ____________________________________________

Title: ____________________________________________

Date: ____________________________________________

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. 36C24525L0005, PAGE 2 LESSOR: ________ GOVERNMENT: ________ GSA L100

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS……………………………………………………………………………….. 5

1.01 THE PREMISES (OCT 2024)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (OCT 2023)

1.04 BROKER COMMISSION AND COMMISSION CREDIT (OCT 2016) – INTENTIONALLY DELETED

1.05 TERMINATION RIGHTS (OCT 2016)

1.06 RENEWAL RIGHTS (OCT 2016) – INTENTIONALLY DELETED

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2023)

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.09 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2024)

1.10 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012) - INTENTIONALLY DELETED

1.11 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013) - INTENTIONALLY DELETED

1.12 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2024)

1.13 REAL ESTATE TAX BASE (SEP 2013)

1.14 OPERATING COST BASE (OCT 2016) – INTENTIONALLY DELETED (NO OPERATING COST ADJUSTMENT)

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

1.16 HOURLY OVERTIME HVAC RATES (OCT 2016)

1.17 PERIODIC LEASE ABOVE-STANDARD SERVICES (LASS) RATES – OTHER THAN HVAC (OCT 2024) – INTENTIONALLY DELETED

1.18 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

1.19 BUILDING IMPROVEMENTS (OCT 2023)

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (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) – INTENTIONALLY DELETED

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) – INTENTIONALLY DELETED

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

2.11 RELOCATION ASSISTANCE ACT (APR 2011)

2.12 ENTITY NAME (OCT 2023)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (OCT 2024)

3.02 WORK PERFORMANCE (JUN 2012)

3.03 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (OCT 2024)

3.04 CONSTRUCTION WASTE MANAGEMENT (OCT 2021)

3.05 WOOD PRODUCTS (OCT 2023)

3.06 ADHESIVES AND SEALANTS (OCT 2022)

3.07 BUILDING SHELL REQUIREMENTS (OCT 2016)

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

3.09 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

3.10 VESTIBULES (OCT 2020)

3.11 MEANS OF EGRESS (MAY 2015)

3.12 AUTOMATIC FIRE SPRINKLER SYSTEM (OCT 2023)

3.13 FIRE ALARM SYSTEM (SEP 2013)

3.14 ENERGY INDEPENDENCE AND SECURITY ACT (OCT 2024)

3.15 ELEVATORS (OCT 2020)

3.16 BUILDING DIRECTORY (OCT 2021)

3.17 FLAGPOLE (SEP 2013)

3.18 DEMOLITION (JUN 2012)

3.19 ACCESSIBILITY (OCT 2024)

3.20 CEILINGS (OCT 2022)

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

3.22 DOORS: IDENTIFICATION (APR 2011)

3.23 WINDOWS (OCT 2020)

3.24 PARTITIONS: GENERAL (OCT 2023)

3.25 PARTITIONS: PERMANENT (OCT 2023)

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

3.27 WALL FINISHES – SHELL (SEP 2015)

3.28 PAINTING – SHELL (OCT 2022)

3.29 FLOORS AND FLOOR LOAD (OCT 2019)

3.30 FLOOR COVERING AND PERIMETERS – SHELL (OCT 2022)

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

3.32 BUILDING SYSTEMS (APR 2011)

LEASE NO. 36C24525L0005, PAGE 3 LESSOR: ________ GOVERNMENT: ________ GSA L100

3.33 ELECTRICAL (OCT 2023)

3.34 ADDITIONAL ELECTRICAL CONTROLS (JUN 2012) – INTENTIONALLY DELETED

3.35 PLUMBING (JUN 2012)

3.36 DRINKING FOUNTAINS (OCT 2023)

3.37 RESTROOMS (OCT 2022)

3.38 PLUMBING FIXTURES: WATER CONSERVATION (OCT 2022)

3.39 JANITOR CLOSETS (SEP 2015)

3.40 HEATING, VENTILATION, AND AIR CONDITIONING - SHELL (OCT 2023)

3.41 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (OCT 2023)

3.42 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.43 LIGHTING: INTERIOR AND PARKING - SHELL (OCT 2023)

3.44 ACOUSTICAL REQUIREMENTS (OCT 2022)

3.45 SECURITY FOR NEW CONSTRUCTION (OCT 2022)

3.46 SEISMIC SAFETY FOR NEW CONSTRUCTION (OCT 2020) – INTENTIONALLY DELETED

3.47 FIRE PROTECTION FOR NEW CONSTRUCTION (APR 2015)

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

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

3.50 INDOOR AIR QUALITY DURING CONSTRUCTION (OCT 2021)

3.51 SYSTEMS COMMISSIONING (OCT 2023)

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

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

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (OCT 2024)

4.02 CONSTRUCTION DOCUMENTS (OCT 2023)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (OCT 2023) – INTENTIONALLY DELETED

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

4.05 GREEN LEASE SUBMITTALS (OCT 2023)

4.06 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (OCT 2024)

4.07 PROGRESS REPORTS (OCT 2023)

4.08 CONSTRUCTION INSPECTIONS (OCT 2023)

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

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) (SEP 2022)

4.14 SEISMIC RETROFIT (OCT 2020)– INTENTIONALLY DELETED

4.15 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2023)

4.16 GOVERNMENT PROJECT MANAGEMENT SYSTEM (OCT 2023) – INTENTIONALLY DELETED

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 TENANT IMPROVEMENT SPECIFICATIONS (SEP 2015) – INTENTIONALLY DELETED

5.03 FINISH SELECTIONS (SEP 2015)

5.04 WINDOW COVERINGS (OCT 2023)

5.05 DOORS: SUITE ENTRY (OCT 2022)

5.06 DOORS: INTERIOR (OCT 2022)

5.07 DOORS: HARDWARE (SEP 2013)

5.08 DOORS: IDENTIFICATION (JUN 2012)

5.09 PARTITIONS: SUBDIVIDING (OCT 2023)

5.10 WALL FINISHES (OCT 2019)

5.11 PAINTING – TI (OCT 2022)

5.12 FLOOR COVERINGS AND PERIMETERS (OCT 2023)

5.13 HEATING AND AIR CONDITIONING (JUN 2012)

5.14 ELECTRICAL: DISTRIBUTION (SEP 2015)

5.15 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.16 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.17 DATA DISTRIBUTION (OCT 2020)

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

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

5.20 AUTOMATIC FIRE SPRINKLER SYSTEM - TI (OCT 2016)

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

6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (OCT 2022)

6.02 UTILITIES (OCT 2024)

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

6.04 GSAR 552.270-99 LESSOR REPORTING OF GREEN BUILDING EFFICIENCY (SEP 2023) – INTENTIONALLY DELETED

6.05 HEATING AND AIR CONDITIONING (OCT 2024)

6.06 OVERTIME HVAC USAGE (OCT 2023)

LEASE NO. 36C24525L0005, PAGE 4 LESSOR: ________ GOVERNMENT: ________ GSA L100

6.07 PERIODIC LEASE ABOVE-STANDARD SERVICES (LASS) – OTHER THAN HVAC (OCT 2024) – INTENTIONALLY DELETED . 40

6.08 JANITORIAL SERVICES (OCT 2021)

6.09 SELECTION OF CLEANING PRODUCTS (OCT 2022)

6.10 SELECTION OF PAPER PRODUCTS (OCT 2022)

6.11 SNOW REMOVAL (OCT 2020)

6.12 MAINTENANCE AND TESTING OF SYSTEMS (OCT 2022)

6.13 MAINTENANCE OF PROVIDED FINISHES (OCT 2016)

6.14 ASBESTOS ABATEMENT (OCT 2021)

6.15 ONSITE LESSOR MANAGEMENT (APR 2011)

6.16 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.17 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.18 LANDSCAPING (OCT 2022)

6.19 LANDSCAPE MAINTENANCE (APR 2011)

6.20 RECYCLING AND COMPOSTING (OCT 2023)

6.21 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

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

– INTENTIONALLY DELETED

6.23 INDOOR AIR QUALITY (OCT 2024)

6.24 RADON IN AIR (OCT 2023)

6.25 RADON IN WATER (JUN 2012)

6.26 HAZARDOUS MATERIALS (OCT 2023)

6.27 MOLD AND WATER INTRUSION (OCT 2023)

6.28 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.29 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 MODIFIED LEASE PARAGRAPHS (OCT 2016) – INTENTIONALLY DELETED

7.03 NO FEDERALLY ELECTED OFFICIALS TO BENEFIT (OCT 2023)

7.04 DAILY OCCUPANCY DATA (OCT 2021) – INTENTIONALLY DELETED

7.05 SWING SPACE – LEASE (OCT 2022) – INTENTIONALLY DELETED

LEASE NO. 36C24525L0005, PAGE 5 LESSOR: ________ GOVERNMENT: ________ GSA L100

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2024)

The Premises are described as follows:

A. Office and Related Space, Clinical & Support Space. The space is not-to-exceed 18,610 rentable square feet (RSF), yielding a not-to-exceed

13,785 ANSI/BOMA Square Feet (ABOA) / 11,987 Net Usable Square Feet (NUSF) of contiguous space located on the XX floor(s) and known as Suite(s) XX, of the Building. The space is depicted on the floor plan(s) attached hereto as Exhibit A, GSA Form 1364 (Proposal to Lease Space) attached hereto as Exhibit F, and the Site Plan with Parking attached hereto as Exhibit D.

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

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

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

A. Parking. 130 surface/outside parking spaces as depicted on the plan attached hereto as Exhibit D. reserved for the exclusive use of the

Government. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property.

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

1.03 RENT AND OTHER CONSIDERATION (OCT 2023)

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

FIRM TERM NON FIRM TERM

ANNUAL RENT ANNUAL RENT

SHELL RENT1 $XXX,XXX.XX $XXX,XXX.XX

OPERATING COSTS2 $ XXX,XXX.XX $ XXX,XXX.XX

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

MONTHLY RENTAL PAYMENT $XXX,XXX.XX $XXX,XXX.XX

1Shell rent reflects rental rates as follows:

Firm Term Calculation: $XX per 11,987 NUSF (Years 10) multiplied by the actual NUSF not-to-exceed 11,987 NUSF.

Non-Firm Term Calculation: $XX per 11,987 NUSF (Years 5) multiplied by the actual NUSF not-to-exceed 11,987 NUSF.

2Operating Costs reflects a rate as follows:

Firm Term Calculation: $XX per 11,987 NUSF (Years 10) multiplied by the actual NUSF not-to-exceed 11,987 NUSF.

Non-Firm Term Calculation: $XX per 11,987 NUSF (Years 5) multiplied by the actual NUSF not-to-exceed 11,987 NUSF.

Note: Order of precedence for determination of rent amount is (1) Rent Schedule in Exhibit X, (2) Rent Table in Lease Section 1.03, (3) rent information on Exhibit F: GSA Form 1364, and (4) rent information on Exhibit G: GSA Form 1217. Rent payment and lease term begins on the first day of the month following VA acceptance of space.

B. Parking and parking area maintenance shall be provided as part of rent.

C. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not-to-exceed 11,987 NUSF based upon the methodology outlined under the “Payment” clause of GSA 3517, General Clauses, with the understanding that NUSF is substituted for ABOA/SF in the clause, and the VA pays rent based on NUSF. If the amount of NUSF exceeds the space requirement, the VA may determine to terminate the lease for Lessor default, and VA will be held harmless, or contingent upon the LCO's determination and ability to secure necessary approvals and delegations, may determine to accept the space overage as "free space" at no additional cost to the VA, including rent, or operating costs, or maintenance. If the amount of NUSF delivered is less than the amount agreed to in the lease, the lease will be modified to reflect the amount of NUSF space delivered and the annual rental will be paid on actual NUSF which is less than the required 11,987 NUSF.

Rent is paid monthly in arrears. Rent is obligated by VA’s Fiscal Year, which begins October 1 and ends September 30, annually.

D. Notwithstanding anything to the contrary, the VA will not accept or take occupancy prior to November 2027, without a properly executed lease amendment by a warranted LCO. Occupancy term (“Lease Year”) and rent payment shall begin on the first day of the month following VA

LEASE NO. 36C24525L0005, PAGE 6 LESSOR: ________ GOVERNMENT: ________ GSA L100

acceptance of space. If for any reason 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.

E. 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), which must match the information provided when vendorizing with the Department of Veterans Affairs. Vendorization refers to the process by which Lessors are registered in the VA's Financial Management System (FMS) and is required for payment processing for leased facilities and services. In the event of any changes, the Lessor is responsible for updating the EFT information in SAM and providing the updated details to the LCO. Failure to maintain an active SAM registration may result in delays in rental payments until the registration is activated.

F. 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, signage, and the Premises including systems and items added to building shell by tenant improvements in the original lease or subsequent lease amendments 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

1.04 BROKER COMMISSION AND COMMISSION CREDIT (OCT 2016) – INTENTIONALLY DELETED

1.05 TERMINATION RIGHTS (OCT 2016)

The Government may terminate this Lease, in whole or in parts, at any time effective after the Firm Term of this Lease, by providing not less than 90 days’ prior written notice to the Lessor. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice, whichever is later unless an earlier termination date may be established by bilateral agreement. No rental shall accrue after the effective date of termination.

1.06 RENEWAL RIGHTS (OCT 2016) – INTENTIONALLY DELETED

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2023)

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

LEASE NO. 36C24525L0005, PAGE 7 LESSOR: ________ GOVERNMENT: ________ GSA L100

EXHIBIT DOCUMENT NAME NO. OF

PAGES

A Floor Plan(s) TBD

B Agency Requirements 16

C Security Requirements for Level I 5

D Site Plan with Parking TBD

E GSA 3517B, General Clauses 21

F GSA Form 1364 Proposal to Lease Space 4

G GSA Form 1217, Lessor's Annual Cost Statement 3

H GSA Form 12000 for Prelease Fire Protection and Life Safety Evaluation for an Office Building (Part A or Part B) (See Section 3 for applicable requirements)

I Security Unit Price List 2 J Department of Labor Wage Determination 7 K Room Equipment Unit Price List TBD L Tenant Improvement Cost Summary (TIC’s Table) TBD M Space Plan Requirement 3 N Prior Use of Building Report 3 O FAR 52.204-24, Representation Regarding Certain Telecommunication and Video Surveillance Services or Equipment 4 P FAR 52.204-25, Reporting Clause 8 4 Q FAR 52.204-27 Prohibition on A Byte Dance Covered Application (2023) 2 R CBOC Concept Plan 1 S Room Data Sheets 80 T VA Medical Center Interior/Exterior Signage Standards August 2024 26 U VA Medical Center Interior Signage Standards August 2024 9

V Flag Display- Basis of Design 1 W Eye Clinic- Basis of Design 6 X Audiology Booth- Basis of Design 4 Y DIRTT Millwork- Basis of Design 4 Z Sub-Contracting Plan (Small Business) TBD

AA Emergency/Maintenance Service Plan TBD AB Program Management Plan TBD AC Asbestos Containing Material Report and Certification TBD AD Contract Submittal Schedule TBD AE Rent Schedule TBD

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

A. The Lessor has agreed to total TI pricing of $XX,XXX based on the Lease and all Lease Exhibits. The TI is a not-to-exceed, firm-fixed-price.

This amount is not payable until all of the following have been met: VA acceptance of space, occupancy permit provided to the VA, Lessor is actively registered in the System for Award Management (SAM) as well as registered in the Financial Management System (FMS) with the local VA Medical Center, and Lessor submits proper invoice for EFT payment.

B. The Government shall have the right to make lump sum payments for any or all work covered by the TI scope. That part of the TI 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 TI. If the Government elects to make a lump sum payment for the TI after occupancy, the payment of the TI by the Government will result in a decrease in the rent according to the amortization rate over the Firm Term of the Lease.

C. After award, the Lessor must prepare Design Intent Drawings (DIDs) for the leased Space conforming to the Lease and Exhibits. The Government will have the opportunity to review the Lessor's DIDs to determine that the Lessor's design meets the requirements of the Lease. Only after the Government approves the DIDs will the Lessor be released to proceed with buildout. VA review and approval does not release the Lessor from the obligation to meet the requirement as stated in the lease. The Lease also provides that the Government may modify the TI requirements, subject to the Lessor's right to receive compensation for such changes.

1.09 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2024)

For pricing TI costs, the following rates shall apply for the initial build-out of the Space. The TI is a not-to-exceed, firm-fixed-price.

LEASE NO. 36C24525L0005, PAGE 8 LESSOR: ________ GOVERNMENT: ________ GSA L100

INITIAL BUILD-OUT

TOTAL COST OF TENANT IMPROVEMENT

(INCLUDING ARCHITECT/ENGINEER FEES

LESSOR'S PROJECT MANAGEMENT FEE,

OVERHEAD AND PROFIT, EQUIPMENT

REQUIREMENT, AND ALL OTHER COSTS

ASSOCIATED WITH TI)

$XX

1.10 BUILDING SPECIFIC AMORTIZED CAPITAL (SEP 2012) - INTENTIONALLY DELETED

1.11 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (SEP 2013) - INTENTIONALLY DELETED

1.12 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 to the Lease Contracting Officer.

1.13 REAL ESTATE TAX BASE (SEP 2013)

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

1.14 OPERATING COST BASE (OCT 2016) – INTENTIONALLY DELETED (NO OPERATING COST ADJUSTMENT)

1.15 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 NUSF of Space vacated by the Government.

1.16 HOURLY OVERTIME HVAC RATES (OCT 2016)

A. The following rates shall apply in the application of the paragraph “Overtime HVAC Usage.”

1. $0 per hour per zone

1.17 PERIODIC LEASE ABOVE-STANDARD SERVICES (LASS) RATES – OTHER THAN HVAC (OCT 2024) – INTENTIONALLY DELETED

1.18 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

This Lease provides for normal hours of operation as outlined under Lease Paragraph 6.01, Provision of Services, Access, and Normal Hours. In the event the Government requires reduced hours of operation, the rental rate and the base for operating cost adjustments will be reduced by the amount specified on Form 1217 for each service being reduced, calculated per NUSF per hour. This reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the Lease expires or is terminated.

1.19 BUILDING IMPROVEMENTS (OCT 2023)

Before the Government accepts the Space, the Lessor shall complete all build out and Tenant Improvements to bring the building into compliance with all requirements as stated in the Lease and Lease Exhibits. Lessor has full responsibility to design according to VA requirement and to follow the Design Guides, Manuals (https://www.cfm.va.gov/TIL/INDEX.ASP) and current building codes and standards.

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI), as shown on WWW.SAM.GOV, is: XXXXXXXXXXXX

LEASE NO. 36C24525L0005, PAGE 9 LESSOR: ________ GOVERNMENT: ________ GSA L100

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (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. “FAR” means the Federal Acquisition Regulation, codified at 48 CFR Chapter 1.

7. “GSAR” means the GSA supplement to the FAR, codified at 48 CFR Chapter 5.

8. “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).

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

10. “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 to the satisfaction of the LCO only if the space may be used for its intended purpose as determined by the LCO.

11. “Vendorization with the Department of Veterans Affairs” means the process that enables Lessors to be entered into the Financial

Management System (FMS) of the Department of Veterans Affairs, which is required as a prerequisite for processing payments for leased facilities and services. In addition to the mandatory registration in the System for Award Management (SAM) to conduct business with the VA, vendorization requires that Lessors be entered into the FMS and independently registered with the corresponding VA Medical Center to establish eligibility for payment processing.

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12. “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. References to ABOA mean ANSI/BOMA Occupant Area.

The VA uses Net Usable Square Feet (NUSF). For clauses and other lease references to ABOA or ANSI/BOMA, it is understood to mean NUSF.

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

5. “Common Area Factor (CAF)” is a conversion factor determined by the Building owner and applied by the owner to the NUSF to determine the RSF for the leased Space. The CAF is expressed as a percentage of the difference between the amount of rentable SF and NUSF, divided by the NUSF. For example 11,500 RSF and 10,000 NUSF will have a CAF of 15% [(11,500 RSF-10,000 NUSF)/10,000 NUSF].

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. Note: CAF does not affect rent, since VA pays rent based on NUSF.

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

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

8. “Net Usable Square Feet” means the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed. The VA pays rent based on NUSF. Net usable space is that portion of rentable space that is available for a tenant’s personnel.

Furnishings, and equipment. Net usable space is the area for which VA will pay a square foot rental rate. It is determined as follows:

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

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

In all measurements, make no deductions for columns and projections enclosing the structural elements of the building.

Deduct the following from the inside gross area, including the enclosing walls, to arrive at the figure for net usable square feet:

Housekeeping closets.

Public restrooms and lounges.

Building equipment and service areas.

Public corridors.

Entrance lobbies.

Vertical circulation.

Shafts and risers.

NUSF and usable square feet may be used interchangeably throughout the lease documents, and occurrences of ANSI/BOMA or ABOA should be interpreted as NUSF.

9. “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.

10. “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.

11. “Rentable Space or Rentable Square Feet (RSF)” means the area for which a tenant is charged rent as an industry standard. However, VA pays rent based on net usable square feet not on rentable square feet. RSF is determined by the Building owner and may vary by city or by building within the same city. The Rentable Space may include a share of Building support/common areas such as elevator lobbies, Building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The Rentable Space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Rentable Square Feet is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.) included in the Premises: NUSF of Space x (1 + CAF) = RSF. VA pays rent based on net usable square feet not on rentable square feet.

12. “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.

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13. “Working Days” means weekdays, excluding Saturdays and Sundays and Federal Holidays.

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

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

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 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, by a warranted 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.

B. Orders for alterations issued by a warranted LCO.

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

Project Management System.”

2. 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:

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.

This includes, but is not limited to, wear and tear resulting from wall adhesives, wall hangings, signage, and all other forms of wall mounting, as well as any damage related to normal usage of fixtures, flooring, and utilities within the Premises.

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) – INTENTIONALLY DELETED

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 contingent upon the LCO’s determination that the Novation Agreement is in the best interest of the Government. 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.

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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, provided that the Transferee is fully vendorized with the Department of Veterans Affairs. 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.

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 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

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pay the tax adjustment in a single annual lump sum payment to the Lessor. In the event that this tax adjustment results in a credit owed to the Government, the Government may elect to receive payment in the form of a rental credit or lump sum payment.

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

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

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

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

5. If any Real Estate Taxes for the Property are retroactively reduced by a Taxing Authority during the term of the Lease, the Government shall be entitled to a proportional share of any tax refunds to which the Lessor is entitled, calculated in accordance with this Paragraph.

Lessor acknowledges that it has an affirmative duty to disclose to the Government any decreases in the Real Estate Taxes paid for the Property during the term of the Lease. Lessor shall annually provide to the LCO all relevant tax records for determining whether a tax adjustment is due, irrespective of whether it seeks an adjustment in any Tax Year.

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