3 GSA FORM L201C STANDARD LEASE CONTRACT.DOCX

LEASE NO. XXX-XXXXX

Standard Lease GSA FORM L201C (September 2011)

INSTRUCTIONS TO LEASING SPECIALISTS: DELETE RED TEXT BELOW TITLED “Instructions to offerors” PRIOR TO FINALIZING LEASE DOCUMENT. Additional red Xs throughout the document indicate information that needs to be input by the Leasing specialist – change red text to black text after input is complete.

INSTRUCTIONS TO OFFERORS: Do not attempt to complete this Lease Form (GSA Form L201-C). Upon selection for award, the Government will transcribe the successful Offeror's final offered rent and other price data included on the Lease Proposal Form (1364C) into the Lease form, and transmit the completed Lease form, together with appropriate attachments, to the successful Offeror for execution.

This Lease is made and entered into between

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

THE TEMPLATE ASSUMES THE LESSOR OWNS THE PROPERTY. HOWEVER IF THERE ARE ANY UNUSUAL SITE-CONTROL ISSUES, SUCH AS SUBLEASES, GROUND LEASES, OR COMPLICATED ENTITY INVOLVEMENTS, PLEASE CONSULT WITH REAL ESTATE ACQUISITION DIVISION SUBJECT-MATTER EXPERTS AND REGIONAL COUNSEL, AS NEEDED.

("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 Government upon the terms and conditions set forth herein.

Witnesseth: 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.

LEASING SPECIALIST TO INPUT THE REQUIRED LEASE TERM

LEASE TERM

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 fifteen (15) years.

____Years, ____ Years, subject to termination and renewal rights as may be hereinafter set forth, 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, AND LEASE CONTRACTING OFFICER (LCO) NAME]

FOR THE LESSOR:

FOR THE GOVERNMENT:

[RPLO’S Name] Lease RPLO Date: ______________________________________________

WITNESSED BY:

Name:

Title:

Date: ______________________________________________

“THIS SPACE LEFT INTENTIONALLY BLANK”

INSTRUCTIONS FOR CREATING LEASE AND REQUEST FOR LEASE PROPOSALS (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.

THIS TEMPLATE WAS UPDATED AS OF THE DATE SHOWN IN THE HEADER. THE DATE WILL NOT PRINT IF YOU TURN OFF THE HIDDEN TEXT PER THE INSTRUCTIONS BELOW. THE MOST UP-TO-DATE LEASE REFORM TEMPLATES ARE LOCATED ON THE LEASE REFORM QUICKR WEB SITE. THE WEB SITE ALSO SUMMARIZES REVISIONS FROM PREVIOUS TEMPLATE EDITIONS.

TO REVEAL HIDDEN TEXT IN THE DOCUMENT—

1. CLICK ON THE MSWORD LOGO AT THE TOP OF THE COMPUTER SCREEN (FAR LEFT).

2. CLICK ON “WORD OPTIONS” AT THE BOTTOM OF THE SCREEN.

3. CLICK ON “DISPLAY” IN THE LEFT-HAND COLUMN OF THE SCREEN.

4. IN THE RIGHT-HAND COLUMN, UNDER “ALWAYS SHOW THESE FORMATTING MARKS ON THE SCREEN,”—IF THERE IS NO CHECKMARK IN THE “HIDDEN TEXT” BOX—CLICK ON THE “HIDDEN TEXT” BOX. NOTE: A CHECKMARK WILL APPEAR IN THE BOX.

5. CLICK ON “OK.” TO CLOSE OUT THE WORD OPTIONS SCREEN.

TO TURN OFF HIDDEN TEXT: FOLLOW INSTRUCTIONS (A) THRU (D), 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 RED Xs, A DOLLAR SIGN ($) FOLLOWED BY UNDERSCORING, OR EMPTY UNDERSCORING (_______), INPUT THE REQUIRED INFORMATION.

TO DELETE AND MODIFY CLAUSES AND PARAGRAPHS—*

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

TO DELETE A CLAUSE—

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

2. CLICK ON THE DELETE KEY TO DELETETHE TEXT

3. YOU HAVE A CHOICE REGARDING THE TITLE. YOU MAY EITHER STRIKE THROUGH THE TITLE AND ADD THE WORDS “INTENTIONALLY DELETED” AFTER THE STRICKEN TITLE, OR YOU MAY DELETE THE TITLE AND REPLACE IT WITH “INTENTIONALLY DELETED.” IN EITHER CASE, LEAVE THE CLAUSE NUMBER INTACT SO THE CLAUSE NUMBERING WILL REMAIN THE SAME FOR THE CLAUSES THAT FOLLOW.

4. TO STRIKE THROUGH THE TITLE, USING YOUR CURSOR, CAREFULLY SELECT (DRAG YOUR CURSOR OVER) THE CLAUSE TITLE. (NOTE: DO NOT SELECT THE CLAUSE NUMBER.) CLICK ON THE “STRIKETHROUGH” KEY (abc). THEN PLACE THE CURSOR TO THE RIGHT OF THE STRUCK-OUT CLAUSE TITLE AND TYPE “INTENTIONALLY DELETED.” NOTE: THE TEXT WILL BE DELETED AND THE CLAUSE NUMBER AND STRUCK-OUT TITLE WILL REMAIN.

EXAMPLE: 2.05 OPERATING COST ADJUSTMENT INTENTIONALLY DELETED

5. ALTERNATELY, YOU MAY DELETE THE TITLE ALTOGETHER. USING YOUR CURSOR, CAREFULLY SELECT (DRAG YOUR CURSOR OVER) THE CLAUSE TITLE. OVERTYPE THE WORDS “INTENTIONALLY DELETED”

EXAMPLE:: 2.05 INTENTIONALLY DELETED

TO DELETE A PARAGRAPH—

1. USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TEXT. (NOTE: DO NOT SELECT THE PARAGRAPH NUMBER, LETTER, OR TITLE, IF ANY.) DELETE THE TEXT BY CLICKING ON THE “DELETE” KEY.

2. PLACE THE CURSOR WHERE THE TEXT WAS AND TYPE “THIS PARAGRAPH WAS INTENTIONALLY DELETED” .

ALL PARAGRAPHS ARE STANDARDIZED AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING

“ACTION REQUIRED.” IF IT IS DETERMINED TO MODIFY A CLAUSE, TAKE THE FOLLOWING STEPS:

TO MODIFY ALL OR PART OF A CLAUSE, INCLUDING PARAGRAPHS—

1. GO TO THE LAST SECTION OF THIS LEASE TITLED "ADDITIONAL TERMS AND CONDITIONS"

2. CREATE A LIST OF “MODIFIED CLAUSES” WITH THE HEADING: “THE FOLLOWING CLAUSES HAVE BEEN MODIFIED IN THIS LEASE:”

3. SELECT AND COPY THE MODIFIED CLAUSE TITLE AND CLAUSE NUMBER).

4. GO TO THE END OF THE LAST CLAUSE AND CLICK ON YOUR MOUSE TO PLACE THE CURSOR BELOW THE LAST ENTRY).

5. PASTE (CTRL+V) THE TITLE YOU JUST COPIED.

6. MAKE YOUR CHANGES, ADDITIONS, DELETIONS, ETC., TO THE CLAUSE IN ITS ORIGINAL LOCATION IN THE DOCUMENT.

7. SAVE YOUR CHANGES.

TO UPDATE THE “TABLE OF CONTENTS” AND “PAGE REFERENCES” WHEN YOU ARE FINISHED REVISING A DOCUMENT:

1. GO TO AND CLICK IN THE TABLE OF CONTENTS.

2. RIGHT CLICK TO VIEW DROP-DOWN WINDOW.

3. FROM THE DROP-DOWN MENU, CLICK ON “UPDATE FIELD.”

4. CLICK ON “UPDATE ENTIRE TABLE.” NOTE: TABLE WILL UPDATE ANY HEADINGS THAT WERE CHANGED DURING THE REVIEW. NOTE: YOU SHOULD VERIFY ONE OR TWO CHANGES TO CONFIRM THE TOC WAS UPDATED.PROPERLY

*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).

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (AUG 2011)

The Premises are described as follows:

ACTION REQUIRED: INSERT AMOUNT OF SPACE STATED IN FINAL PROPOSAL REVISIONS, 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 NEWLY CONSTRUCTED 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 (SF) of office and related space based upon a common area factor of XX percent, located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX.

1.02 EXPRESS APPURTENANT RIGHTS (AUG 2011)

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 THE REAL ESTATE ACQUISITION DIVISION BEFORE FINALIZING THIS LEASE. REMEMBER: AFTER AWARD, ATTACH THE SITE PLAN, PARKING PLAN, OR DRAWING SHOWING THE LOCATION OF SPACES AS A LEASE EXHIBIT. A SITE PLAN IS PREFERABLE SHOWING PEDESTRIAN AND VEHICULAR INGRESS AND EGRESS TO THE LEASED PREMISES.

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

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

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

ACTION REQUIRED: aDJUST THE RENTAL RATES IN the TABLE TO REFLECT THE RENTAL RATES OF the LEASE AND ADJUST THE ti and BSS AMORTIZATION. add additional tables as necessary for multiple step rents. If there are costs (for example, parking) modify this paragraph/table accordingly.

1.03 RENT AND OTHER CONSIDERATION (AUG 2011)

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

1The Tenant Improvement Allowance is amortized at a rate of X percent per annum over XX years.

2Building Specific Security Costs are amortized at a rate of X percent per annum over XX years.

3Rates may be rounded.

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 SF based upon the methodology outlined under the “Payment” clause of GSA Form 3517.

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

D. 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;

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

ACTION REQUIRED: FOR A “FULLY SERVICED” LEASE, USE THE FIRST PARAGRAPH “4” BELOW AND DELETE THE SECOND PARAGRAPH “4.” FOR A “LEASE NET OF UTILITIES,” USE THE SECOND PARAGRAPH “4,” BELOW. IDENTIFY WHICH UTILITIES (ELECTRIC AND/OR GAS) ARE NET. DELETE THE FIRST PARAGRAPH “4.” DELETE ONE OF THE UTILITIES PARAGRAPHS FROM THE “UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM” SECTION OF THE LEASE, ACCORDINGLY.

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.

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

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.

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

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

1.04 BROKER COMMISSION AND COMMISSION CREDIT (AUG 2011)

“THIS CLAUSE HAS BEEN INTENTIONALLY REMOVED”

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

1.05 TERMINATION RIGHTS (AUG 2011)

The lease term is for fifteen (15) years, with termination rights after five (5) years. After the fifth year the Government may terminate this Lease, in whole or in part by providing not less than 90 days’ prior written notice to the Lessor. All the terms and conditions contained herein shall prevail throughout the term of the lease. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice, whichever is later. No rental shall accrue after the effective date of termination.

The Government’s penalty for full or partial termination of severable space shall be a lump sum payment of the remaining principle for Tenant Improvements (TI) and Building Specific Security (BSS) for the square footage being terminated. In addition the Government agrees to pay a lump sum amount for lost rent in the amount equal to the six months rent for the square footage being terminated less the calculations above for TI & BSS. The lump sum amount shall be based on calculations from the GSA Form1364C, Line 12 & 13, column (a) as submitted with the Lessor’s Final Proposal Revisions (Best & Final Offer) or as approved by the Real Property Leasing Officer.

Vacated non-severable space shall be covered under the Lease in accordance with Paragraph 1.13, Rate For Adjustment For Vacant Leased Premises (AUG 2011).

ACTION REQUIRED: IF A RENEWAL OPTION IS OFFERED, WHETHER OR NOT IT WAS SOLICITED OR EVALUATED (SEE LEASING DESK GUIDE ON INCLUDING UNEVALUATED OPTIONS), ENTER THE COMPLETE TERMS BELOW. ANY UNSOLICITED AND UNEVALUATED RENEWAL OPTION MUST BE EVALUATED PRIOR TO EXERCISING SUCH OPTION.

1.06 RENEWAL RIGHTS (AUG 2011)

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

OPTION TERM, YEARS XX - XX

OPERATING COST

OPERATING COST BASIS SHALL CONTINUE FROM YEAR XX OF EXISTING LEASE TERM. OPTION TERM IS SUBJECT TO CONTINUING ANNUAL ADJUSTMENTS.

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

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

1.07 DOCUMENTS INCORPORATED BY REFERENCE (SEPT 2011)

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

Floor Plan(s) Attachment 1, ADP Room, USDA/OCIO/ITS REQUIRMENTS GSA Form 1217, Lessor’s Annual Cost Statement GSA Form 12000, Fire Protection and Life Safety GSA Form 3518, Representations and Certifications GSA Form 3516A, Solicitation Provisions GSA Form 3517, General Clauses Small Business Subcontracting Plan Security Unit Price List

1.08 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

ACTION REQUIRED: Leasing Specialist to input TIA prior to issuance of lease document with RLP.

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

1.09 TENANT IMPROVEMENT RENTAL ADJUSTMENT (AUG 2011)

A. The Government, at its sole discretion, shall make all decisions as to the use of the TI Allowance. The Government may use all or part of the TIA. The Government may return to the Lessor any unused portion of the TIA in exchange for a decrease in rent according to the agreed-upon amortization rate over the firm term.

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

ACTION REQUIRED: ENTER EITHER THE DOLLAR AMOUNT, DOLLAR RATE, OR PERCENTAGE.

1.010 TENANT IMPROVEMENT FEE SCHEDULE (AUG 2011)

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

BUILD-OUT

1.011 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT, ESTABLISHMENT OF TAX BASE (AUG 2011)

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 RSF.

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

The real estate tax base, as defined in the Real Estate Tax Adjustment clause of the Lease is $XX.

1.012 OPERATING COST BASE (AUG 2011)

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 $XX.XX per rentable sq. ft ($XX,XXX/annum).

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

1.013 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (AUG 2011)

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 $XX.XX per ABOA SF of space vacated by the Government.

1.014 HOURLY overtime HVAC RATES (AUG 2011)

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

· $X.XX per hour per zone

· No. of zones: X

· $ X.XX per hour for the entire space.

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

1.015 24-HOUR HVAC REQUIREMENT (APR 2011)

The hourly overtime HVAC rate specified above shall not apply to any portion of the premises that is required to have heating and cooling 24 hours per day. Notwithstanding the foregoing, Lessor shall provide this service at no additional cost to the Government if the Lessor provides this service to other tenants in the building at no additional cost.

ACTION REQUIRED: USE THE FOLLOWING CLAUSE IF THE OFFER INCLUDED COMMITMENTS TO PERFORM BUILDING UPGRADES TO BE ELIGIBLE FOR AWARD. BE SPECIFIC IN DESCRIBING THE IMPROVEMENTS TO BE COMPLETED. IF NECESSARY, PROVIDE THE INFORMATION IN AN ATTACHMENT AS AN EXHIBIT. LIST THE INFORMATION IN THE LETTERED PARAGRAPHS BELOW, E.G., "FIRE PROTECTION AND LIFE SAFETY UPGRADES DESCRIBED IN THE ATTACHED EXHIBIT ‘X’." ATTACH THAT EXHIBIT TO THE LEASE. ADD OR DELETE PARAGRAPHS AS APPROPRIATE. IF THE OFFER DID NOT INCLUDE COMMITMENTS TO PERFORM BUILDING UPGRADES, DELETE THIS CLAUSE.

1.016 ADDITIONAL BUILDING IMPROVEMENTS (AUG 2011)

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 Protection and Life Safety, Seismic, and Energy Efficiency) prior to acceptance of the Space:

A. _______________ B. _______________ C. _______________

SECTION 2 General Terms, conditions, and Standards

2.01 DEFINITIONS AND General Terms (AUG 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. Common area factor. The common area factor (CAF) is a conversion factor determined by the building owner and applied by the owner to the ANSI/BOMA office area SF to determine the RSF for the offered space.

C. Contract. Contract and contractor means Lease and Lessor, respectively.

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

E. 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.

F. 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.

G. Lease term commencement date. The Lease term commencement date means the date on which the lease term commences.

H. Lease award date. The Lease award date means the date that the Lease is executed by the RPLO (and on which the parties’ obligations under the Lease begin).

I. 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 in the attached exhibit. Parking and other areas to which the Government has rights under this Lease are not included in the Premises.

J. 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).”

K. Rentable square feet (RSF). Rentable space is the area for which a tenant is charged rent. It is determined by the building owner and may vary by city or by building within the same city. The rentable space may include a share of building support/common areas such as elevator lobbies, building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The rentable space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts.

L. 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.

M. 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.

N. Standard for determining common area factor. The common area factor (CAF) is the conversion factor expressed as the percentage of space in the Premises that constitutes common area. 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.

O. Formula for calculation of rentable area. Rentable area is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.) included in the Premises: ANSI/BOMA SF of Space x (1 + CAF) = RSF.

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

2.02 AUTHORIZED REPRESENTATIVES (Aug 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 to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its RPLO without notice or express delegation by the prior RPLO.

2.03 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.

ACTION REQUIRED: OPTIONAL clause. If nbc bROKER IS NOT USED, delete.

2.04 Payment of Broker (July 2011)

“THIS CLAUSE HAS BEEN INTENTIONALLY REMOVED”

2.05 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 RPLO 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 RPLO 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 3518A, 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 RPLO under paragraph D, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in paragraph F. So long as any delays in effecting the recognition of Transferee as Lessor are not the responsibility of the Government, no interest shall accrue on suspended rent.

ACTION REQUIRED: for some states (CALIFORNIA, for example) it will be necessary to modify this CLAUSE. If an adjustment is not needed, because the offer did not include it, delete this CLAUSE.

2.06 REAL ESTATE TAX ADJUSTMENT (AUG 2011)

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 the terms within this paragraph:

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

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

"Taxing authority" is a state, commonwealth, territory, county, city, parish, or political subdivision thereof, authorized by law to levy, assess, and collect real estate taxes.

“Tax year” refers to the 12-month period adopted by a taxing authority as its fiscal year for assessing real estate taxes on an annual basis.

"Tax abatement" is an authorized reduction in the Lessor's liability for real estate taxes below that determined by applying the generally applicable real estate tax rate to the fully assessed (as hereinafter defined) valuation of the Property.

"Unadjusted real estate taxes" are the full amount of real estate taxes that would be assessed for the Property for one full tax year without regard to the Lessor's entitlement to any tax abatements (except if such tax abatement came into effect after the date of award of the Lease), and not including any late charges, interest or penalties. If a tax abatement comes into effect after the date of award of the Lease, "unadjusted real estate taxes" are the full amount of real estate taxes assessed for the Property for one full tax year, less the amount of such tax abatement, and not including any late charges, interest, or penalties.

"Real estate tax base" is the unadjusted real estate taxes for the first full tax year following the commencement of the Lease term. If the real estate taxes for that tax year are not based upon a Full Assessment of the Property, then the real estate tax base shall be the unadjusted real estate taxes for the Property for the first full tax year for which the real estate taxes are based upon a Full Assessment. Such first full tax year may be hereinafter referred to as the "tax base year." Alternatively, the real estate tax base may be an amount negotiated by the parties that reflects an agreed upon base for a fully assessed value of the property.

The Property is deemed to be “fully assessed" (and real estate taxes are deemed to be based on a "Full Assessment") only when a taxing authority has, for the purpose of determining the Lessor's liability for real estate taxes, determined a value for the Property taking into account the value of all improvements contemplated for the Property pursuant to the Lease, and issued to the Lessor a tax bill or other notice of levy wherein the real estate taxes for the full tax year are based upon such Full Assessment. At no time prior to the issuance of such a bill or notice shall the Property be deemed fully assessed.

"Percentage of occupancy" refers to that portion of the Property exclusively occupied or used by the Government pursuant to the Lease. For buildings, the percentage of occupancy is determined by calculating the ratio of the RSF occupied by the Government pursuant to the Lease to the total RSF in the building or buildings so occupied, and shall not take into account the Government's ancillary rights including, but not limited to, parking or roof space for antennas (unless facilities for such ancillary rights are separately assessed). This percentage shall be subject to adjustment to take into account increases or decreases for space leased by the Government or for rentable space on the Property.

C. Adjustment for changes in real estate taxes. After the Property is fully assessed, the Government shall pay its share of any increases and shall receive its share of any decreases in the real estate taxes for the Property, such share of increases or decreases to be referred to herein as "tax adjustment." The amount of the tax adjustment shall be determined by multiplying the Government's percentage of occupancy by the difference between the current year unadjusted real estate taxes and the real estate tax base, less the portion of such difference not paid due to a tax abatement (except if a tax abatement comes into effect after the date of award of the Lease). If a tax abatement comes into effect after the date of award of the Lease, the amount of the tax adjustment shall be determined by multiplying the Government's percentage of occupancy by the difference between the current year unadjusted real estate taxes and the real estate tax base. The Government shall pay the tax adjustment in a single annual lump sum payment to the Lessor. In the event that this tax adjustment results in a credit owed to the Government, the Government may elect to receive payment in the form of a rental credit or lump sum payment.

If the Property contains more than one separately assessed parcel, then more than one tax adjustment shall be determined based upon the percentage of occupancy, real estate tax base, and real estate taxes for each respective parcel.

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

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 RPLO 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.

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

If any real estate taxes for the Property are retroactively reduced by a taxing authority during the term of the Lease, the Government shall be entitled to a proportional share of any tax refunds to which the Lessor is entitled, calculated in accordance with this 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 RPLO all relevant tax records for determining whether a tax adjustment is due, irrespective of whether it seeks an adjustment in any tax year.

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

In order to obtain a tax adjustment, the Lessor shall furnish the RPLO with copies of all paid tax receipts, or other similar evidence of payment acceptable to the RPLO, and a proper invoice (as described in GSA Form 3517, General Clauses, 552.232-75, Prompt Payment) for the requested tax adjustment, including the calculation thereof. All such documents must be received by the RPLO 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.