2 GSA FORM L201C STANDARD LEASE CONTRACT.DOCX

LEASE NO. XX-XXX-XXXXX

Standard Lease

GSA FORM L201C (05/11)

This Lease is made and entered into between

Lessor’s Name [INSERT LESSOR'S FULL LEGAL NAME EXACTLY AS PROVIDED BY LESSOR.]

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

The United States of America

("the Government"), acting by and through the designated representative of the ___________________, upon the terms and conditions set forth herein.

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

The 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 _______, together with rights to the use of parking and other areas as set forth herein.

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

10 Years, 10 Years Firm, subject to termination and renewal rights as may be hereinafter set forth, (ref page 5, Section 1.06) to be used for such purposes as determined by the Government. The commencement date of this Lease, along with any applicable termination and renewal rights, shall more specifically be set forth in a Lease Amendment upon substantial completion and acceptance of the space by the Government.

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

[TYPE IN NAME OF LESSOR SIGNATORY, AND TITLE, CONTRACTING OFFICER NAME]

FOR THE LESSOR:

Name:

Title:

Date: ______________________________________________

FOR THE GOVERNMENT:

[CONTRACTING OFFICER’S NAME]

Lease Contracting Officer

WITNESSED BY:

Name:

Title:

INSTRUCTIONS FOR CREATING LEASE AND RLP DOCUMENTS

ALL INSTRUCTIONS FOR CREATING THESE DOCUMENTS ARE TYPED IN BLUE “HIDDEN” TEXT. YOU SHOULD WORK WITH THE HIDDEN TEXT SHOWING (TURNED ON), EXCEPT WHEN THE FINISHED LEASE IS BEING PRINTED.

TO REVEAL HIDDEN TEXT IN THE DOCUMENT—

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

TO INPUT DATA: IF A PARAGRAPH HAS BOLD XXs OR EMPTY UNDERSCORES (_______), INPUT THE INFORMATION REQUIRED.

DELETE AND MODIFY PARAGRAPHS*

ALL PARAGRAPHS ARE STANDARDIZED AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING “ACTION REQUIRED.” IF IT IS DETERMINED TO DELETE OR MODIFY A PARAGRAPH, THEN FOLLOW THESE STEPS:

DELETE—

· USING YOUR CURSOR, CAREFULLY SELECT (DRAG YOUR CURSOR OVER) THE CLAUSE TITLE. (NOTE: DO NOT SELECT THE CLAUSE NUMBER.)

· WITH THE TITLE SELECTED, CLICK ON THE “STRIKETHROUGH” BUTTON (ABC) ON THE QUICK ACCESS TOOLBAR. NOTE: DO NOT DELETE THE TITLE; JUST STRIKE THROUGH IT.

EXAMPLE: 1.27 INPUTTING REQUIRED DATA. NOTE THE NUMBER IS UNCHANGED.

· SELECT THE ENTIRE TEXT OF THE CLAUSE YOU WANT TO DELETE.

· DELETE THE TEXT BY PRESSING THE DELETE KEY, THE BACKSPACE KEY, OR THE CONTROL KEY AND “X” KEY SIMULTANEOUSLY.

MODIFY—

· COPY THE TITLE AND TEXT (WITHOUT COPYING THE CLAUSE NUMBER).

· GO TO THE LAST SECTION OF THIS DOCUMENT TITLED "ADDITIONAL TERMS AND CONDITIONS"

· AT THE END OF THAT SECTION, THERE ALREADY MAY BE SOME REVISED CLAUSES IN THE SECTION. IF SO, GO TO THE END OF THE TEXT AND CLICK ON YOUR MOUSE TO PLACE THE CURSOR BELOW THE LAST ENTRY).

· PASTE (CNTL+V) THE TITLE AND TEXT YOU JUST COPIED. IT WILL AUTOMATICALLY RECEIVE A DIFFERENT CLAUSE NUMBER.

· RETURN YOUR CURSOR TO THE OTHER CLAUSE (THE ONE YOU COPIED).

· SELECT THE TITLE, WITHOUT THE NUMBER.

· CLICK ON THE STRIKETHROUGH BUTTON.

· SELECT ALL OF THE CLAUSE TEXT.

· DELETE THE TEXT, LEAVING ONLY THE CLAUSE NUMBER AND TITLE.

· AT THE END OF THE DELETED TEXT, TYPE, “PARAGRAPH HAS BEEN MODIFIED. PLEASE GO TO THE LAST SECTION OF THIS DOCUMENT TITLED ‘ADDITIONAL TERMS AND CONDITIONS’ TO SEE REVISED CLAUSE.”

· GO TO THE SECTION TITLED “ADDITIONAL TERMS…,” AND MAKE THE REQUIRED REVISIONS.

· SAVE YOUR CHANGES.

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

ADDITIONAL SECURITY REQUIREMENTS

· REQUIREMENTS BASED ON ISC SECURITY CRITERIA, SHELL-RELATED REQUIREMENTS ARE LOCATED IN THE SECTION FOR SHELL COMPONENTS.

· ATTACH THE APPROPRIATE DOCUMENT TITLED “ADDITIONAL SECURITY REQUIREMENTS” AFTER CONSULTING WITH THE AGENCY TO DETERMINE THEIR SPECIFIC REQUIREMENTS USING THE APPROPRIATE ISC SECURITY LEVEL (II, III, OR IV).

· MODIFY THE “LIST OF RLP DOCUMENTS OR “DOCUMENTS INCORPORATED BY REFERENCE” PARAGRAPH, AS APPLICABLE.

LEASE NO. GS-XXB-XXXX, PAGE 1 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (05/11)

LEASE NO. XX-XX-XXXX, PAGE 3 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (05/11)

THE PREMISES, RENT, AND OTHER TERMS

THE PREMISES

The Premises are described as follows:

ACTION REQUIRED: INSERT AMOUNT OF SPACE STATED IN THE BEST AND FINAL OFFER, NOT THE RANGE REQUESTED IN THE RLP. BLOCK OR FLOOR PLANS SHOULD BE ATTACHED THAT SHOW THE PORTION OF EACH FLOOR THAT IS PART OF THE LEASED PREMISES. FOR MULTI-TENANT BUILDINGS, A FLOOR PLAN MAY SUFFICE. FOR SOLE OCCUPANCY BY THE GOVERNMENT, A FLOOR PLAN AND A SITE PLAN IS PREFERABLE. FOR BUILD-TO-SUIT SPACE, PLANS SHOULD ALSO BE ATTACHED. IF FREE SPACE IS OFFERED, CONSULT THE LATEST EDITION OF THE PRICING POLICY DESK GUIDE.

Office and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Office Area (ABOA) square feet of office and related space (based upon a Common Area Factor of XX%, 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 _________.

EXPRESS APPURTENANT RIGHTS

The Government shall have the non-exclusive right to the use of Appurtenant Areas, and shall have the right to post Government Rules and Regulations within such areas. The Government will coordinate with the Lessor to ensure signage is consistent with the Lessor’s standards. Appurtenant to the Premises and included with the Lease are rights to use the following:

ACTION REQUIRED: INSERT TOTAL NUMBER OF PARKING SPACES AND SPECIFY WHETHER THEY ARE INSIDE OR OUTSIDE, RESERVED OR UNRESERVED OR IF THEY ARE SECURED. IF THESE ARE OFF SITE, YOU WILL NEED PROOF THAT THE LESSOR OWNS THAT SITE OR HAS A LEASE FOR IT. YOU SHOULD DISCUSS THIS WITH READ BEFORE FINALIZING THIS LEASE. REMEMBER: ATTACH THE SITE PLAN, PARKING PLAN, OR DRAWING SHOWING THE LOCATION OF SPACES. A SITE PLAN IS PREFERABLE SHOWING PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS TO THE LEASED PREMISES.

A. Parking: The Government requires 26 secure parking spaces for government vehicles and 67 general parking for employees and visitors for a total of 93 spaces. Two out of the 67 general spaces shall be designated as pull through space to accommodate full size quad pickup trucks towing stock trailers. These spaces must be secured and lit in accordance with the Security Requirements set forth in the Lease. The Government requests that the cost of this parking shall be included as part of the rental consideration.

ACTION REQUIRED: USE THE BELOW PARAGRAPH IF THE AGENCY’S SPACE REQUIREMENTS INCLUDE TELECOMMUNICATIONS DEVICES SUCH AS SATELLITE DISHES, ANTENNAE, AND RELATED TRANSMISSION DEVISES. IF NOT DELETE.

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

ACTION REQUIRED: aDJUST THE RENTAL RATES IN the TABLE TO REFLECT THE RENTAL RATES OF the LEASE AND ADJUST THE ti AMORTIZATION.

RENT AND OTHER CONSIDERATION

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

*The Tenant Improvements Amount is amortized at a rate of X percent per annum for XX years.

ACTION REQUIRED: INPUT INFORMATION IN HIGHLIGHTED TEXT AREA.

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

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

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

E. Rent shall be paid to the Lessor by electronic funds transfer in accordance with the provisions of the General Clauses. Rent shall be payable to the Payee designated in the Lessor's Central Contractor Registration.

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

1. The leasehold interest in the Property described in “Paragraph 1.01 THE PREMISES” created herein;

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

3. Performance or satisfaction of all other obligations set forth in this Lease; and

ACTION REQUIRED: USE THE FIRST PARAGRAPH “4” BELOW FOR A “FULLY SERVICED” LEASE. DELETE THE SECOND PARAGRAPH USE THE SECOND PARAGRAPH “4,” BELOW FOR A “LEASE NET OF UTILITIES.” IDENTIFY WHICH UTILITIES (ELECTRIC AND/OR GAS) ARE NET. DELETE THE FIRST PARAGRAPH “4.”

4. 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.

5. Services, utilities, and maintenance shall be provided by the Lessor as part of the rental consideration. The Lessor shall have an onsite building superintendent or a locally designated representative available to promptly respond to deficiencies, and immediately address all emergency situations.

ACTION REQUIRED: IF PARKING IS CHARGED SEPARATELY, USE THE FOLLOWING PARAGRAPH, AS APPROPRIATE. OTHERWISE, DELETE THE FOLLOWING PARAGRAPH. NOTE: PARKING RATE IS TYPICALLY ON A PER MONTH BASIS.

ACTION REQUIRED: Use the paragraph below if commission credit is applicable. OTHERWISE, delete.

BROKER COMMISSION AND COMMISSION CREDIT:

ACTION REQUIRED: IF NO TERMINATION RIGHT WAS NEGOTIATED, DELETE THE “TERMINATION RIGHT” PARAGRAPH.

TERMINATION RIGHT

The lease term is for a ten (10) year firm term. USDA-NRCS may terminate this lease in whole or in part only if the Lessor defaults on terms and conditions of the lease or if congressional funding is not approved in whole or in part. All the terms and conditions contained herein shall prevail throughout the term of the lease.

ACTION REQUIRED: IF A RENEWAL OPTION IS INCLUDED, COMPLETE THE TERMS BELOW. IF NO RENEWAL OPTION WAS SOLICITED, DELETE THE “RENEWAL RIGHTS” PARAGRAPH.

RENEWAL RIGHTS

Action Required: The list of attachments is not comprehensive. Adjust the list as appropriate for the specific transaction. Note: EXHIBITS SHOULD BE labeled with sequential letters.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents are incorporated by reference, as though fully set forth herein:

GSA Form R101C, Request for Lease Proposal GSA Form 1364C, Proposal To Lease Space GSA Form 1364, Instructions GSA Form 1364, Guidance GSA Form 1217, Lessor’s Annual Cost Statement GSA Form 12000, Fire Protection and Life Safety GSA Form 3518, Representations and Certifications GSA Form 1315A, Solicitation Provisions GSA Form 3517, General Clauses

TENANT IMPROVEMENT Amount

The Tenant Improvement Amount for purposes of this Lease is $_______________per ABOA sq. ft. The Tenant Improvement Amount is the amount the Lessor will use for the Government Tenant Improvements. This amount has been amortized in the rent over the term of this Lease at an interest rate of XX percent per year.

TENANT IMPROVEMENT RENTAL ADJUSTMENT (APR 2011)

A. The Government shall have the right to make lump sum payments for any or all work covered by the Tenant Improvement Amount. That part of the Tenant Improvement Amount amortized in the rent shall be reduced accordingly. At any time after occupancy and during the term of the Lease, the Government, at its sole discretion, may choose to pay lump sum for any part or all of the remaining unpaid amortized balance of the Tenant Improvement Amount. If the Government elects to make a lump sum payment for the Tenant Improvement Amount after occupancy, the payment of the Tenant Improvement Amount 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 amount identified above, the Government shall have the right to either:

TENANT IMPROVEMENT FEE SCHEDULE

For pricing Tenant Improvement Costs as defined herein, the following rates shall apply for the initial build-out of the Space.

INITIAL

BUILD-OUT

PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT, ESTABLISHMENT OF TAX BASE

As of the Lease Award Date, the Government’s Percentage of Occupancy, as defined in the Real Estate Tax Adjustment clause 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 rentable square feet.

ACTION REQUIRED: USE THIS PARAGRAPH IF THE REAL ESTATE TAX BASE IS A NEGOTIATED AMOUNT. OTHERWISE, DELETE THE FOLLOWING.

The Real Estate Tax Base, as defined in the Real Estate Tax Adjustment clause of the Lease is $XX.

OPERATING COST BASE

The parties agree that for the purpose of applying the clause titled "Operating Costs Adjustment" that the Lessor's base rate for operating costs shall be $_______________per rentable sq. ft.

ACTION REQUIRED: USE THIS PARAGRAPH IF THERE IS A NEGOTIATED AMOUNT FOR THE VACANT LEASED PREMISES

RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES

In accordance with the section entitled “Adjustment for Vacant Premises” if the Government fails to occupy or vacates the entire or any portion of the Leased Premises prior to expiration of the term of the Lease, the operating costs paid by the Government as part of the rent shall be reduced by $_______________per ABOA sq. ft. of space vacated by the Government.

Non-24/7 HVAC RATES

The following rates shall apply in the application of the clause titled "Overtime HVAC Usage:"

$_______________per hour per zone

No. of zones: XX

$_______________per hour for the entire space.

24-HOUR HVAC REQUIREMENT (APR 2011)

NOTE: THE GENERAL OFFICE OT HVAC RATE SHOULD NOT APPLY TO THE COMPUTER OR OTHER 24 HOUR ROOMS BECAUSE IT IS TOO HIGH. THE CO SHOULD NEGOTIATE EITHER A SEPARATE OT RATE (A NOMINAL RATE) OR THE ROOMS SHOULD BE SEPARATELY METERED SO THAT THE CUSTOMER AGENCY PAYS THE ACTUAL COST OF AFTER HOURS HVAC.

The Overtime Usage rate specified above shall not apply to any portion of the Premises that is required to have heating and cooling 24 hours per day (USDA IT Room). If 24hour HVAC is required by the Government for any designated rooms or areas of the Premises, such services shall be provided by the Lessor at a rate of $_______________per ABOA sq. ft. of the area receiving the additional overtime HVAC. However, if annual CPI adjustments are required by the Lessor for operating costs then the above shall not apply (ref. pg 11, Section 2.07)

ACTION REQUIRED: USE THE FOLLOWING PARAGRAPH IF THE OFFER INCLUDED COMMITMENTS TO PERFORM BUILDING UPGRADES TO ENABLE THE OFFEROR TO BE ELIGIBLE FOR AWARD. DESCRIBE WITH SPECIFICITY THE IMPROVEMENTS TO BE COMPLETED. IF THE NATURE OF THE IMPROVEMENTS IS COMPLEX AND REQUIRES SEVERAL PAGES OF SPECIFICATIONS OR OTHER ELABORATION, STATE, FOR EXAMPLE "FIRE/LIFE SAFETY UPGRADES DESCRIBED IN THE ATTACHED EXHIBIT X" AND ATTACH THAT EXHIBIT TO THE LEASE. IF NOT NEEDED, DELETE PARAGRAPH.

ADDITIONAL BUILDING IMPROVEMENTS

In addition to construction of the Tenant Improvements as required in this Lease, the Lessor shall be required to complete the following additional building improvements (e.g., Fire/Life Safety, Seismic, and Energy Efficiency) prior to acceptance of the Space:

A. _______________ B. _______________ C. _______________

General Terms, conditions and Standards

DEFINITIONS AND General Terms (APR 2011)

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

A. Appurtenant Areas. Appurtenant Areas are defined as those areas and facilities on the Property that are not located within the Premises, but for which rights are expressly granted under this Lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to the Government's enjoyment of the Premises and Express Appurtenant Rights.

B. Days. All references to “day” in this Lease, not including references to “working days,” shall be understood to mean calendar days.

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

D. Firm Term/Non-Firm Term. The Firm Term is that part of the Lease term that is not subject to termination rights. The Non-Firm Term is that part of the Lease term following the end of the Firm Term.

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

F. Lease Award Date. The Lease Award Date means the date that the Lease is signed by the LCO (and on which the Lessor's obligations under the Lease commence).

G. The Premises. The Premises are defined as the total Office Area or other type of Space, together with all associated Common Areas, described in Section I of this Lease, and delineated by plan on Exhibit B. Parking and other areas to which the Government has rights under this Lease are not included in the Premises.

H. The Property and the Building. The Property is defined as the land and buildings in which the Premises are located, including all appurtenant areas (e.g., parking areas to which the Government is granted rights). The building(s) situated on the Property in which the Premises are located shall be referred to herein as "the Building(s).”

I. The Space. The Space shall refer to that part of the Premises to which the Government has exclusive use, such as Office Area, or other type of Space. Parking areas to which the Government has rights under this Lease are not included in the Space.

J. Standard for Measuring Office Area and Other Space. For the purposes of this Lease, Space shall be measured in accordance with the standard provided by American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) for Office Area. ANSI/BOMA Z65.1-1996 shall be used. References to ABOA mean ANSI/BOMA Office Area.

K. Working days. Working days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays.

AUTHORIZED REPRESENTATIVES (APR 2011)

The signatories to this Lease shall have full authority to bind their respective principles with regard to all matters relating to this Lease. No other persons shall be understood to have any authority to bind their respective principles, 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) without notice or an express delegation by the prior LCO.

WAIVER OF RESTORATION (APR 2011)

The Lessor shall have no right to require the Government to restore the Premises upon termination of the Lease, and waives all claims against the Government for waste, damages, or restoration arising from or related to (a) the Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as (b) any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government. At its sole option, the Government may abandon property in the Space following expiration of the Lease, in which case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith.

CHANGE OF OWNERSHIP (APR 2011)

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

B. The Government and the Lessor may execute a Change of Name Agreement if the Lessor is only changing its legal name, and the Government's and the Lessor's respective rights and obligations remain unaffected. A sample form is found at FAR 42.1205.

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

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

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

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

G. If title to the Property is transferred, or the Lease is assigned, rent shall continue to accrue, subject to the Government's rights as provided for in this Lease. However, the Government's obligation to pay rent to the Transferee shall be suspended until the Government has received all information reasonably required by the LCO under subparagraph D, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in subparagraph F. So long as any delays in effecting the recognition of Transferee as Lessor are not the responsibility of the Government, no interest shall accrue on suspended rent.

Action Required: for some states (CALIFORNIA, for example) it will be necessary to delete this paragraph and add modified language in the additional terms and conditions section. If an adjustment is not needed because the offer did not include it, delete this paragraph.

REAL ESTATE TAX ADJUSTMENT (AUG 2008)

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 Clause.

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

1. "Property" is the land, buildings and other improvements of which the premises (as fully described in the GSA Form L201C, Standard Lease Contract)

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 RSQ occupied by the Government pursuant to the Lease to the total RSQ 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 may pay its share of any increases and shall receive its share of any decreases in the Real Estate Taxes for the Property, such share of increases or decreases to be referred to herein as "Tax Adjustment." The amount of the Tax Adjustment shall be determined by multiplying the Government's Percentage of Occupancy by the difference between the current year Unadjusted Real Estate Taxes and the Real Estate Tax Base, less the portion of such difference not paid due to a Tax Abatement (except if a Tax Abatement comes into effect after the date of award of the Lease). If a Tax Abatement comes into effect after the date of award of the Lease, the amount of the Tax Adjustment shall be determined by multiplying the Government's Percentage of Occupancy by the difference between the current year Unadjusted Real Estate Taxes and the Real Estate Tax Base. The Government shall pay the Tax Adjustment in a single annual lump sum payment to the Lessor. In the event that this Tax Adjustment results in a credit owed to the Government, the Government may elect to receive payment in the form of a rental credit or lump sum payment.

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

2. After commencement of the Lease term, the Lessor shall provide to the Contracting Officer 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 Contracting Officer 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 Contracting Officer may memorialize the establishment of the Real Estate Tax Base by issuing a unilateral administrative Supplemental Lease Agreement 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 Contracting Officer may re-establish the Real Estate Tax Base as the Unadjusted Real Estate Taxes for the Tax Year the Property is reassessed under such condition, less the amount by which the Unadjusted Real Estate Taxes for the Tax Year prior to reassessment exceeds the prior Real Estate Tax Base.

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

5. If any Real Estate Taxes for the Property are retroactively reduced by a Taxing Authority during the term of the Lease, the Government shall be entitled to a proportional share of any tax refunds to which the Lessor is entitled, calculated in accordance with this Clause. 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 Contracting Officer 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 Contracting Officer'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 30day increments inclusive from the first day after the due date through the payment date. The Government shall have the right to pursue the outstanding balance of any tax credit using all such collection methods as are available to the United States to collect debts. Such collection rights shall survive the expiration of this Lease.

7. In order to obtain a Tax Adjustment, the Lessor shall furnish the Contracting Officer with copies of all paid tax receipts, or other similar evidence of payment acceptable to the Contracting Officer, and a proper invoice (as described in GSA Form 3517B, General Clauses, 552.232-75, Prompt Payment) for the requested Tax Adjustment, including the calculation thereof. All such documents must be received by the Contracting Officer within 60 calendar days after the last date the Real Estate Tax payment is due from the Lessor to the Taxing Authority without payment of penalty or interest. FAILURE TO SUBMIT THE PROPER INVOICE AND EVIDENCE OF PAYMENT WITHIN SUCH TIME FRAME SHALL CONSTITUTE A WAIVER OF THE LESSOR’S RIGHT TO RECEIVE A TAX ADJUSTMENT PURSUANT TO THIS CLAUSE FOR THE TAX YEAR AFFECTED.

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

NOTE: ADJUSTMENT FOR VACANT PREMISES - GSAR 552.27016. ALWAYS ATTEMPT TO NEGOTIATE SOME KIND OF ADJUSTMENT FOR VACANT PREMISES. IDEALLY, NEGOTIATE OUT ALL NON-REQUIRED SERVICES AND UTILITIES IN THE VACANT SPACE.

ADJUSTMENT FOR VACANT PREMISES (APR 2011)

A. If the Government fails to occupy any portion of the leased premises or vacates the premises in whole or in part prior to expiration of the term of the Lease, the rental rate (i.e., the base for operating cost adjustments) will be reduced.

B. If no rate reduction has been established in this Lease, the rate will be reduced by that portion of the costs per ABOA (sq. ft.) of operating expenses not required to maintain the space. Said reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the Government occupies the vacant premises or the Lease expires or is terminated.

NOTE: THE BELOW PARAGRAPH CAN BE AN OPTIONAL DEPENDING UPON THE MARKET. DELETE IF THE PARAGRAPH DOES NOT APPLY TO A SPECIFIC MARKET.

OPERATING COSTS ADJUSTMENT (APR 2011)

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

B. The amount of adjustment will be determined by multiplying the base rate by the annual percent of change in the Cost of Living Index. The percent change will be computed by comparing the index figure published for the month prior to the Lease commencement date with the index figure published for the month prior which begins each successive 12-month period. For example, a Lease which commences in June of 2005 would use the index published for May of 2005, and that figure would be compared with the index published for May of 2006, May of 2007, and so on, to determine the percent change. The Cost of Living Index will be measured by the Department of Labor revised Consumer Price Index for urban wage earners and clerical workers, U.S. city average, all items figure, (1982 to 1984 = 100) published by the Bureau of Labor Statistics. Payment will be made with the monthly installment of fixed rent. Rental adjustments will be effective on the anniversary date of the Lease; however, payment of the adjusted rental rate will become due on the first workday of the second month following the publication of the Cost of Living Index for the month prior to the commencement of each 12month period.

C. In the event of any decreases in the Cost of Living Index occurring during the term of the occupancy under the Lease, the rental amount will be reduced accordingly. The amount of such reductions will be determined in the same manner as increases in rent provided under this paragraph.

D. If the Government exercises an option to extend the Lease term at the same rate as that of the original term, the option price will be based on the adjustment during the original term. Annual adjustments will continue.

NOTE: THIS PARAGRAPH REMAINS OPTIONAL.

financial And Technical capability (MAY 2011)

A. AFTER AWARD:

Within ____10______ days after lease award, the Lessor shall provide to the LCO evidence of:

1. A firm commitment of funds in an amount sufficient to perform the work.

2. The names of at least two proposed construction contractors, as well as evidence of the contractors’ experience, competency, and performance capabilities with construction similar in scope to that which is required herein.

3. The license or certification to practice in the state where the facility is located from the individual(s) and/or firm(s) providing architectural and engineering design services.

B. The Government shall have the right to withhold approval of DIDs until the conditions specified in subparagraph A have been satisfied.

C. Within ten (10) calendar days after the LCO issues the NTP for TI construction, the Lessor shall provide to the Lease Contracting Officer evidence of:

1. Award of a construction contract for TIs with a firm completion date. This date must be in accordance with the construction schedule for tenant improvements as described in the “Schedule for Completion of Space” paragraph of this Lease.

2. Issuance of required permits for construction of the TIs.

ACTION REQUIRED: RELOCATION ASSISTANCE ACT - USE ONLY FOR NEW CONSTRUCTION WHERE AN IMPROVED SITE WILL RESULT IN DISPLACEMENT. MAY BE ALTERED BUT SHOULD CONTAIN SUBSTANTIALLY THE SAME INFORMATION

RELOCATION ASSISTANCE ACT (APR 2011)

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

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

Construction Standards and Shell Components

ACTION REQUIRED: PARAGRAPH IS MANDATORY WHEN NEW CONSTRUCTION IS OFFERED. IF NEW CONSTRUCTION IS NOT OFFERED, DELETE PARAGRAPH.

LABOR STANDARDS (APR 2011)

If the Lessor proposes to satisfy the requirements of this Lease through the construction of a new building or the…