EXHIBIT A_BLANK Lease Template Form L100 - SAM ENTRY.pdf

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X1AA--HAWAII - HILO VET CENTER - RELOCATION
Solicitation number
36C24W23R0031
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This document is a GSA Lease Template (L100_AAAP) for federal real estate leasing, effective May 2025, serving as a comprehensive master agreement between a lessor and the General Services Administration on behalf of federal tenant agencies.

The lease establishes terms for office and related space rental, including shell rent, operating costs, tenant improvements (TI), building-specific amortized capital (BSAC), and parking. Rent is payable monthly in arrears via electronic funds transfer, with adjustments based on actual square footage measurements using ANSI/BOMA standards. The lessor must provide a fully operational building with core infrastructure including HVAC, electrical, plumbing, fire protection, life safety systems, elevators, and telecommunications infrastructure. Tenant improvements are amortized over eight years at specified interest rates, with the government retaining discretion over TI usage and allocation. The lessor establishes an operating cost base rate subject to annual adjustment based on the Consumer Price Index. Standard lease terms include a firm period followed by a non-firm period subject to 120 days termination notice. Critical post-award deliverables include design intent drawings, construction documents, tenant improvement pricing proposals, and building-specific capital pricing, with defined review and approval timelines. The lease mandates compliance with energy efficiency standards (ENERGY STAR certification or equivalent), seismic retrofit requirements where applicable, accessibility standards (ABAAS), and comprehensive environmental due diligence including radon, mold, hazardous materials, and indoor air quality testing. The lessor assumes responsibility for all maintenance, janitorial services, landscaping, recycling, snow removal, and utilities during the lease term, with performance standards specified for daily, weekly, monthly, and periodic services. Additional requirements address security clearances for personnel with building access, identity verification compliance, CUI building information safeguarding, occupant emergency planning, and landscaping management utilizing environmentally preferred practices.

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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

Entity: General Services Administration, Public Buildings Service

Date: ____________________________________________

WITNESSED FOR THE LESSOR BY:

Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 1 GSA TEMPLATE L100_AAAP

REV (05/25)

LEASE NO. GS-XXP-LXXXXXXX

AAAP GLOBAL LEASE

GSA TEMPLATE L100_AAAP (05/25)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease (GSA Lease Template L100_AAAP, hereinafter Lease Template). Upon selection for award, GSA will transcribe the successful Offeror's final offered rent and other price data included on the Offeror’s submitted GSA Lease Proposal Form 1364, (hereinafter Lease Proposal Form) into a Lease Template, and transmit the completed Lease Template, together with appropriate attachments, to the successful Offeror for execution.

A. This Lease is made and entered into between

Lessor’s Name

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

The United States of America

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

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

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

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

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

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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 2 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100_AAAP

TABLE OF CONTENTS

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (AAAP VARIATION (OCT 2024))

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (AAAP VARIATION (OCT 2023))

1.04 TERMINATION RIGHTS (OCT 2016)

1.05 DOCUMENTS INCORPORATED IN THE LEASE (AAAP VARIATION (OCT 2023))

1.06 TENANT IMPROVEMENT RENTAL ADJUSTMENT (AAAP VARIATION (OCT 2018))

1.07 TENANT IMPROVEMENT AND BSAC FEE SCHEDULE (AAAP VARIATION (OCT 2024))

1.08 BUILDING SPECIFIC AMORTIZED CAPITAL (AAAP VARIATION (OCT 2018))

1.09 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (AAAP VARIATION (OCT 2018))

1.10 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2024)

1.11 OPERATING COST BASE (OCT 2016)

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

1.13 HOURLY OVERTIME HVAC RATES (OCT 2016)

1.14 BUILDING IMPROVEMENTS (OCT 2023)

1.15 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 CHANGE OF OWNERSHIP/NOVATION (OCT 2024)

2.06 REAL ESTATE TAX ADJUSTMENT (CALIFORNIA VARIATION (JUL 2014))

2.07 REAL ESTATE TAX ADJUSTMENT (OCT 2023)

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

2.09 OPERATING COSTS ADJUSTMENT (JUN 2012)

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

2.11 ENTITY NAME (OCT 2023)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (AAAP VARIATION (MAY 2025))

3.02 WORK PERFORMANCE (JUN 2012)

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

3.04 CONSTRUCTION WASTE MANAGEMENT (MAY 2025)

3.05 WOOD PRODUCTS (MAY 2025)

C. FOR LEASES 10,000 RSF OR GREATER, NEW INSTALLATIONS OF WOOD PRODUCTS SHALL NOT CONTAIN WOOD FROM

ENDANGERED WOOD SPECIES, AS LISTED BY THE CONVENTION ON INTERNATIONAL TRADE IN ENDANGERED SPECIES.16

3.06 ADHESIVES AND SEALANTS (MAY 2025)

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 (MAY 2025)

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 (AAAP VARIATION (MAY 2025))

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 (MAY 2025)

3.25 PARTITIONS: PERMANENT (MAY 2025)

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

3.27 WALL FINISHES – SHELL (SEP 2015)

3.28 PAINTING – SHELL (MAY 2025)

3.29 FLOORS AND FLOOR LOAD (OCT 2019)

3.30 FLOOR COVERING AND PERIMETERS – SHELL (MAY 2025)

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

3.32 BUILDING SYSTEMS (APR 2011)

3.33 ELECTRICAL (OCT 2023)

3.34 PLUMBING (JUN 2012)

LEASE NO. GS-XXP-LXXXXXXX, PAGE 3 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100_AAAP

3.35 DRINKING FOUNTAINS (MAY 2025)

3.36 RESTROOMS (AAAP VARIATION (MAY 2025))

3.37 PLUMBING FIXTURES: WATER CONSERVATION (MAY 2025)

3.38 JANITOR CLOSETS (SEP 2015)

3.39 HEATING, VENTILATION, AND AIR CONDITIONING - SHELL (MAY 2025)

3.40 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (OCT 2023)

3.41 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

3.42 LIGHTING: INTERIOR AND PARKING - SHELL (AAAP VARIATION (OCT 2023))

3.43 ACOUSTICAL REQUIREMENTS (OCT 2022)

3.44 INDOOR AIR QUALITY DURING CONSTRUCTION (MAY 2025)

3.45 SYSTEMS COMMISSIONING (MAY 2025)

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

3.47 NATIONAL HISTORIC PRESERVATION ACT REQUIREMENTS - LEASE (AAAP VARIATION (SEP 2020))

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (AAAP VARIATION (OCT 2024))

4.02 CONSTRUCTION DOCUMENTS (OCT 2023)

4.03 TENANT IMPROVEMENTS PRICE PROPOSAL (OCT 2023)

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

4.05 LEASE SUBMITTALS (MAY 2025)

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 SEISMIC RETROFIT (OCT 2020)

4.14 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2023)

4.15 GOVERNMENT PROJECT MANAGEMENT SYSTEM (MAY 2025)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 FINISH SELECTIONS (SEP 2015)

5.03 WINDOW COVERINGS (OCT 2023)

5.04 DOORS: SUITE ENTRY (MAY 2025)

5.05 DOORS: INTERIOR (OCT 2022)

5.06 DOORS: HARDWARE (MAY 2025)

5.07 DOORS: IDENTIFICATION (JUN 2012)

5.08 PARTITIONS: SUBDIVIDING (MAY 2025)

5.09 WALL FINISHES (MAY 2025)

5.10 PAINTING – TI (MAY 2025)

5.11 FLOOR COVERINGS AND PERIMETERS (MAY 2025)

5.12 HEATING AND AIR CONDITIONING (JUN 2012)

5.13 ELECTRICAL: DISTRIBUTION (SEP 2015)

5.14 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.15 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.16 DATA DISTRIBUTION (OCT 2020)

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

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

5.19 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 (AAAP VARIATION (OCT 2024))

6.03 INTENTIONALLY DELETED

6.04 HEATING AND AIR CONDITIONING (AAAP VARIATION (OCT 2024))

6.05 OVERTIME HVAC USAGE (OCT 2023)

6.06 JANITORIAL SERVICES (MAY 2025)

6.07 SELECTION OF CLEANING PRODUCTS (MAY 2025)

6.08 SELECTION OF PAPER PRODUCTS (MAY 2025)

6.09 SNOW REMOVAL (OCT 2020)

6.10 MAINTENANCE AND TESTING OF SYSTEMS (OCT 2022)

6.11 MAINTENANCE OF PROVIDED FINISHES (AAAP VARIATION (OCT 2017))

6.12 ASBESTOS ABATEMENT (MAY 2025)

6.13 ONSITE LESSOR MANAGEMENT (APR 2011)

6.14 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.15 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.16 LANDSCAPING (MAY 2025)

LEASE NO. GS-XXP-LXXXXXXX, PAGE 4 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100_AAAP

6.17 LANDSCAPE MAINTENANCE (APR 2011)

6.18 RECYCLING (MAY 2025)

6.19 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

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

6.21 INDOOR AIR QUALITY (MAY 2025)

6.22 RADON IN AIR (MAY 2025)

6.23 RADON IN WATER (MAY 2025)

6.24 HAZARDOUS MATERIALS (MAY 2025)

6.25 MOLD AND WATER INTRUSION (OCT 2023)

6.26 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.27 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 NO FEDERALLY ELECTED OFFICIALS TO BENEFIT (OCT 2023)

7.03 DAILY OCCUPANCY DATA (OCT 2021)

LEASE NO. GS-XXP-LXXXXXXX, PAGE 5 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100_AAAP

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (AAAP VARIATION (OCT 2024))

The Premises are described as follows:

A. Office and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Occupant Area (ABOA) square feet (SF) of office and related

Space located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX. The Space must meet these requirements without the need to build a new building or new part of a building (e.g. annex or additional wing). References throughout the Lease to “construction” refer to construction for Tenant Improvements and do not contemplate construction of a new building or part of a building

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

1.02 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: XX parking spaces as depicted on the plan attached hereto as Exhibit XX, reserved for the exclusive use of the Government, of which

XX shall be structured/inside parking spaces, and XX shall be surface/outside parking spaces. In addition, the Lessor shall provide a pro-rata share of 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 (AAAP VARIATION (OCT 2023))

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

YEARS 1 THROUGH 8 YEARS 9 THROUGH ____

ANNUAL RENT ANNUAL RENT

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

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

TENANT IMPROVEMENTS RENT3 $ XXX,XXX.XX $0.00

BUILDING SPECIFIC AMORTIZED CAPITAL (BSAC)4 $ XXX,XXX.XX $0.00

PARKING5 $ XXX,XXX.XX $ XXX,XXX.XX

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

1 Shell rent reflects rental rates as follows:

(Years 1 through 8) $XX per ABOA SF multiplied by the ABOA SF stated under Paragraph 1.01 (converts to a rate of approximately $XX per RSF, as rounded to the nearest penny) (Years 9 through ___) $XX per ABOA SF multiplied by the ABOA SF stated under Paragraph 1.01 (converts to a rate of approximately $XX per RSF, as rounded to the nearest penny)

2 Operating Costs rent reflects a rate of: $XX per ABOA SF multiplied by the ABOA SF stated under Paragraph 1.01 (converts to a rate of approximately $XX per RSF, as rounded to the nearest penny)

3 Tenant Improvements of $XX are amortized at a rate of X percent per annum over 8 years.

4 Building Specific Amortized Capital (BSAC) of $XX are amortized at a rate of X percent per annum over 8 years 5 Parking costs described under sub-paragraph B below 6 Total Annual Rent does not reflect reduction for free rent (if applicable). See subparagraph C below.

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

(surface/outside).

C. The Lessor has offered free rent for the first XX (X) months of the Lease (free rent includes shell, operating, parking, TI and BSAC rent).

Therefore, XX (X) months of the Lease shall be provided at no cost to the Government.

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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 6 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100_AAAP

E. 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.

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

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

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

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

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

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

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

K. For Leases with an incumbent Lessor where the Government is currently in occupancy and possession of the leased Premises and where the

Lease requires the Lessor to perform alterations using either the TIA or BSAC, the amortized tenant improvement rent and/or BSAC rent will not commence until the alterations are complete and accepted by the Government. Upon acceptance of these improvements, the Government will commence payment of the tenant improvement and/or BSAC rent as stipulated under the Lease, in addition to payment of the tenant improvement and/or BSAC rent for the period starting from the Lease Term Commencement Date to the date of tenant improvements/BSAC acceptance by the Government (such rent payment will not include any additional interest). Alternatively, the Government may elect to re-amortize the tenant improvements/BSAC over the remaining Firm Term of the Lease, at the amortization rate stipulated in the Lease. In the event the Government does not use all the TIA or BSAC, then the rental payment will be adjusted in accordance with the provisions of the Lease (e.g., de-amortization).

1.04 TERMINATION RIGHTS (OCT 2016)

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

1.05 DOCUMENTS INCORPORATED IN THE LEASE (AAAP VARIATION (OCT 2023))

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

DOCUMENT NAME NO. OF PAGES EXHIBIT

FLOOR PLAN(S)

PARKING PLAN(S)

SECURITY REQUIREMENTS

GSA 3517B GENERAL CLAUSES

SEISMIC FORM C, BUILDING RETROFIT PREAWARD COMMITMENT

APPROVED SMALL BUSINESS SUBCONTRACTING PLAN

GSAR 552.270-33 FOREIGN OWNERSHIP AND FINANCING REPRESENTATION FOR HIGH-SECURITY

LEASED SPACE [FOR FSL III AND ABOVE PROJECTS ONLY]

1.06 TENANT IMPROVEMENT RENTAL ADJUSTMENT (AAAP VARIATION (OCT 2018))

A. The Tenant Improvement Allowance (TIA) for purposes of this Lease is $XX.XX per ABOA SF. The TIA is the amount that the Lessor shall make available for the Government to be used for TIs. This amount is amortized in the rent over the first eight (8) years of this Lease at an annual interest rate of X percent.

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

Government may return to the Lessor any unused portion of the TIA in exchange for a decrease in rent according to the agreed-upon amortization rate over the first eight (8) years of the Lease.

LEASE NO. GS-XXP-LXXXXXXX, PAGE 7 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100_AAAP

C. The Government may elect to make lump sum payments for any or all work covered by the TIA. That part of the TIA amortized in the rent shall be reduced accordingly. At any time after occupancy and within the first eight (8) years of the Lease, the Government, at its sole discretion, may elect to pay lump sum for any part or all of the remaining unpaid amortized balance of the TIA. If the Government elects to make a lump sum payment for the TIA after occupancy, the payment of the TIA by the Government will result in a decrease in the rent according to the amortization rate over the first eight (8) years of the Lease.

D. If it is anticipated that the Government will spend more than the identified TIA, the Government may elect to:

1. Reduce the TI requirements;

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

3. Negotiate an increase in the rent.

1.07 TENANT IMPROVEMENT AND BSAC FEE SCHEDULE (AAAP VARIATION (OCT 2024))

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

INITIAL BUILD-OUT

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

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

1.08 BUILDING SPECIFIC AMORTIZED CAPITAL (AAAP VARIATION (OCT 2018))

For purposes of this Lease, the Building Specific Amortized Capital (BSAC) is $XX.XX per ABOA SF. The Lessor will make the total BSAC amount available to the Government, which will use the funds for security related improvements. This amount is amortized in the rent over the first eight (8) years of this Lease at an annual interest rate of X percent.

1.09 BUILDING SPECIFIC AMORTIZED CAPITAL RENTAL ADJUSTMENT (AAAP VARIATION (OCT 2018))

A. The Government, at its sole discretion, shall make all decisions about the use of the Building Specific Amortized Capital (BSAC). The Government may use all or part of the BSAC. The Government may return to the Lessor any unused portion of the BSAC in exchange for a decrease in rent (where applicable) according to the agreed-upon amortization rate over the first eight (8) years of the Lease.

B. The Government may elect to make lump-sum payments for any work covered by the BSAC. The part of the BSAC amortized in the rent shall be reduced accordingly. At any time after occupancy and within the first eight (8) years of the Lease, the Government, at its sole discretion, may elect to pay a lump sum for any part or all of the remaining unpaid amortized balance of the BSAC. If the Government elects to make a lump-sum payment for the BSAC after occupancy, the payment of the BSAC by the Government will result in a decrease in the rent according to the amortization rate over the first eight (8) years of the Lease.

C. If it is anticipated that the Government will spend more than the BSAC identified above, the Government may elect to:

1. Reduce the security countermeasure requirements;

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

3. Negotiate an increase in the rent.

1.10 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (OCT 2024)

A. As of the Lease Award Date, the Government’s Percentage of Occupancy, as defined in the “Real Estate Tax Adjustment” paragraph of this

Lease is XX percent. The Percentage of Occupancy is derived by dividing the total Government Space of XX RSF by the total Building space of XX RSF. The tax parcel number is XX.

B. All relevant tax adjustment documentation (e.g., copies of paid tax receipts, invoices) must be submitted online at LEASING.GSA.GOV or a successor portal.

1.11 OPERATING COST BASE (OCT 2016)

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

LEASE NO. GS-XXP-LXXXXXXX, PAGE 8 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100_AAAP

1.12 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 b e reduced by $XX.XX per ABOA SF of Space vacated by the Government.

1.13 HOURLY OVERTIME HVAC RATES (OCT 2016)

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

1. $X.XX per hour per zone

2. No. of zones: X

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

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

1. Saturday: X AM through X PM

2. Sunday: X AM through X PM.

1.14 BUILDING IMPROVEMENTS (OCT 2023)

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

A. _______________ B. _______________ C. _______________

1.15 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI):

UEI: XXXXXXXXXXXX

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

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

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

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

B. Real Property Terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

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

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2022)

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

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

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

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

Project Management System.”

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

2.04 WAIVER OF RESTORATION (OCT 2023)

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

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

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1. the Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as

2. any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government.

At its sole option, the Government may abandon property in the Space following expiration or earlier termination (full or partial) of the Lease, in which case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith.

2.05 CHANGE OF OWNERSHIP/NOVATION (OCT 2024)

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

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

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

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

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

F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award

Management (SAM) for purposes of “All Awards” (See FAR 52.232-33) and complete all required representations and certifications within SAM.

In addition, for leases FSL III or above, the Transferee must also complete 552.270-33 Foreign Ownership and Financing Representation for High-Security Leased Space. This representation must be completed annually.

G. If title to the Property is transferred, rent shall continue to be paid to the original Lessor, subject to the Government's rights as provided for in this

Lease. The Government's obligation to pay rent to the Transferee shall commence on the effective date of the Lease Amendment incorporating the Novation Agreement. The Lease Amendment will not be issued until the Government has received all information reasonably required by the LCO, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in sub-paragraph F. The original Lessor must maintain an active registration in SAM until the Novation process is complete.

2.06 REAL ESTATE TAX ADJUSTMENT (CALIFORNIA VARIATION (JUL 2014))

A. For the purpose of this Tax Adjustment clause:

1. The term “Base Year” shall mean the first Tax Year for which a Full Assessment of the completed project is in effect for the entire Tax

Year.

2. The term “Real Estate Tax Base” means the Real Estate Taxes paid for the Base Year. If an Improvement (other than an Improvement which results in a change of Base Year) or a Change in Ownership occurring during the Base Year is not fully reflected in Real Estate Taxes for the entire Base Year, the Real Estate Tax Base shall be adjusted as follows: Real Estate Tax Base shall be increased by the amount of additional Real Estate Taxes which would have been paid for the Base Year if the Improvement or Change in Ownership had been fully reflected in the Real Estate Taxes for the entire Base Year.

3. The term "Change in Ownership" has the same definition as in California Revenue and Taxation Code, Part 0.5, Chapter 2, as amended or replaced from time to time.

4. The term “Current Year Taxes” means Real Estate Taxes paid for each Tax Year following the Base Year, excluding increases in Real

Estate Taxes (whether the increases result from increased rate and/or valuation) attributable to any Improvement or Change in Ownership which occurs or is completed after the Base Year.

5. The term “Full Assessment” means that the taxing jurisdiction has considered all contemplated Improvements to the assessed property in the valuation of the same. Partial assessments for New Construction will not be used for establishing the Base Year.

6. The term "Improvement" means any addition, alteration or improvement to real property, excluding however construction which (i) is performed by or at the request of the Government, (ii) is for the sole benefit of the Government, and (iii) is not required to make the property ready for occupancy by he Government in accordance with the terms of the lease or otherwise required by the lease.

7. The term "New Construction" has the same definition as in California Revenue and Taxation Code Section 70, as amended or replaced from time to time, which includes, without limitation, major rehabilitation and change in use.

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8. The term “Real Estate Taxes” means only ad valorem taxes which are assessed against the building and/or the land upon which the building is located, without regard to benefit to the property, for the purpose of funding general government services. “Real estate taxes” shall not include, without limitation, penalties for nonpayment or delay in payment, special assessments, business improvement district assessments, or any other present or future taxes or governmental charges that are imposed upon Lessor or assessed against the Building and/or the land upon which the building is located.

9. The term “Tax Year” means the fiscal year used by the state of California for real estate taxes: July 1 through June 30.

B. The Lessor shall furnish the LCO with copies of all notices which may affect the valuation of said land and buildings for Real Estate Taxes thereon, as well as all notices of a tax refund, deduction or credit, all tax bills and all paid tax receipts, or where tax receipts are not given, other similar evidence of payment acceptable to the LCO (hereinafter, evidence of payment), and a proper invoice (as described in the Prompt Payment clause of this lease, GSAR 552.232-71) of the tax adjustment including the calculation thereof, for each Tax Year. Lessor warrants the accuracy and completeness of any invoices submitted. Notices which may affect valuation and notices of a tax refund, deduction or credit are due within ten (10) business days of receipt. All other documentation shall be submitted by June 15 of each Tax Year. Failure to submit the proper invoice and evidence of payment within such time frame shall be a waiver of the right to receive payment resulting from an increased tax adjustment under this clause.

C. The Government shall make a single annual lump sum payment to the Lessor for its share of any increase in Current Year Taxes during the lease term over Base Year Taxes, or receive a rental credit or lump sum payment for its share of any decreases in Current Year Taxes during the lease term below the Base Year Taxes. The amount of lump sum payment or rental credit shall be based upon evidence of valuation and payment submitted by the Lessor to the LCO in accordance with paragraph (b).

1. In the event of an increase in Current Year Taxes over the Real Estate Tax Base, the Lessor shall submit a proper invoice of the tax adjustment including the calculation thereof together with all tax bills and evidence of payment to the LCO. The Government shall be responsible for payment of any tax increase over the Real Estate Tax Base only if the proper invoice and evidence of payment is submitted by the Lessor on or before June 15 of the current year. The due date for making payment shall be the thirtieth (30th) calendar day after receipt of evidence of payment and all other required documentation by the LCO or the end of the Tax Year, whichever is later. No increase will be paid, due, or owing unless all evidence of valuation and payment have been previously submitted to the LCO.

2. In the event of a decrease in Current Year Taxes from the Real Estate Tax Base, or in the event of any refund or tax deduction, the Lessor shall notify the LCO in accordance with paragraph (b) of this clause. The Government shall be entitled to and shall receive a credit for the prorata reduction in Real Estate Taxes, regardless of whether the Government has made a tax adjustment payment for that Tax Year. The Government’s share of the credit will be determined in accordance with paragraph (d) of this clause and shall be taken as a deduction from the rent. Any credit due the Government after the expiration or earlier termination of the Lease (including but not limited to credits resulting from a decrease in Real Estate Taxes pursuant to a tax credit due the Lessor; a reduction in the tax assessment; or a tax appeal proceeding for a Tax Year of the Lease, or portion thereof) shall be made by a lump sum payment to the Government or as a rental credit to any succeeding lease as determined by the LCO. Lessor shall remit to the Government any lump sum payment resulting from a tax refund within fifteen (15) calendar days after payment by the taxing authority to Lessor or Lessor’s designee. Lessor shall remit any other lump sum payment to Government by June 15 of the Tax Year during which the lease year terminates. 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 (41 U.S.C. 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 be compounded in thirty (30) day increments inclusive from the first day after the due date through the payment date. The Government shall have the right to pursue the outstanding balance of any tax credit using all such collection methods as are available to the United States to collect debts. Such collection rights shall survive the expiration of this lease.

D. The Government shall pay its share of tax increases or receive its share of any tax decrease based on the ratio of the rentable square feet occupied by the Government to the total rentable square feet in the building or complex (“percentage of occupancy”). This percentage shall be subject to adjustment to take into account additions or reductions of the amount of space as may be contemplated in this lease or amendments hereto. If the lease terminates before the end of a Tax Year, payment for the tax increase due as a result of this Tax Adjustment clause for the Tax Year will be prorated based on the number of days the Government occupied the space.

E. The Government may direct the Lessor upon reasonable notice to initiate a tax appeal or the Government may decide to contest the tax assessment on behalf of the Government and the Lessor or for the Government alone. The Lessor shall furnish to the Government information necessary for appeal of the tax assessment in accordance with the filing requirements of the taxing authority. If the Government decides to contest the tax assessment on its own behalf or on behalf of the Government and the Lessor, the Lessor shall cooperate and use all reasonable efforts including but not limited to affirming the accuracy of the documents, executing documents required for any legal proceeding and taking such other actions as may be required. If the Lessor initiates an appeal on behalf of the Government, the Lessor shall be entitled to deduct the reasonable costs of the appeal from any resulting savings before allocation of the savings in accordance with paragraph (d) of this clause.

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).

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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…

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