Exhibit A-Lease Agreement.pdf

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

FOR THE LESSOR:

Name: ____________________________________________

Title: ____________________________________________

Entity: ____________________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Name: Hollie Dickey

Title: Lease Contracting Officer

Department of Veterans Affairs

WITNESSED FOR THE LESSOR BY:

Name: ____________________________________________

Title: ____________________________________________

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

LEASE NO 36C24926L0004 LESSOR: ________GOVERNMENT: ________ FORM L100

REV (5/25)

LEASE NO. 36C24926L0004

Form L100 (5/2025)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease (VA Lease Template L100, hereinafter Lease Template). Upon selection for award, VA will transcribe the successful Offeror's final offered rent and other price data included on Offeror’s submitted VA 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

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

The United States of America

(Government), acting by and through the designated representative of the Department of Veterans Affairs (VA), upon the terms and conditions set forth herein.

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

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

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

C. LEASE TERM

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

To Have and To Hold the said Premises with its appurtenances for the term beginning either upon __________________ or upon acceptance of the Premises as required by this Lease, whichever is later, and continuing for a period of

20 Years, 10 Years Firm, 10 Years Non-Firm

Page 2 of 44 Exhibit A- Lease Agreement

LEASE NO. 36C24926L0004 LESSOR: ________ GOVERNMENT: ________ FORM L100

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

Page 3 of 44 Exhibit A- Lease Agreement

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS 6

1.01 THE PREMISES (OCT 2024)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (OCT 2023)

1.04 INTENTIONALLY DELETED

1.05 TERMINATION RIGHTS (OCT 2016)

1.06 INTENTIONALLY DELETED

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2023)

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.09 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2024)

1.10 INTENTIONALLY DELETED

1.11 INTENTIONALLY DELETED

1.12 INTENTIONALLY DELETED

1.13 INTENTIONALLY DELETED

1.14 INTENTIONALLY DELETED

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

1.16 HOURLY OVERTIME HVAC RATES (OCT 2016)

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

1.18 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

1.19 BUILDING IMPROVEMENTS (OCT 2023)

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2023)

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2022)

2.04 WAIVER OF RESTORATION (OCT 2023)

2.05 INTENTIONALLY DELETED

2.06 CHANGE OF OWNERSHIP/NOVATION (OCT 2024)

2.07 INTENTIONALLY DELETED

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

2.09 INTENTIONALLY DELETED

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

2.11 RELOCATION ASSISTANCE ACT (APR 2011)

2.12 ENTITY NAME (OCT 2023)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (MAY 2025)

3.02 WORK PERFORMANCE (JUN 2012)

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

3.04 CONSTRUCTION WASTE MANAGEMENT (MAY 2025)

3.05 WOOD PRODUCTS (MAY 2025)

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 (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)

Page 4 of 44 Exhibit A- Lease Agreement

3.33 ELECTRICAL (OCT 2023)

3.34 INTENTIONALLY DELETED

3.35 PLUMBING (JUN 2012)

3.36 DRINKING FOUNTAINS (MAY 2025)

3.37 RESTROOMS (MAY 2025)

3.38 PLUMBING FIXTURES: WATER CONSERVATION (MAY 2025)

3.39 JANITOR CLOSETS (SEP 2015)

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

3.41 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (OCT 2023)

3.42 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012)

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

3.44 ACOUSTICAL REQUIREMENTS (OCT 2022)

3.45 SECURITY FOR NEW CONSTRUCTION (OCT 2022)

3.46 SEISMIC SAFETY FOR NEW CONSTRUCTION (OCT 2020)

3.47 FIRE PROTECTION FOR NEW CONSTRUCTION (APR 2015)

3.48 HIGH-PERFORMANCE BUILDING RATING CERTIFICATION FOR NEW CONSTRUCTION (MAY 2025)

3.49 HIGH-PERFORMANCE BUILDING RATING CERTIFICATION FOR TENANT INTERIORS (MAY 2025)

3.50 INDOOR AIR QUALITY DURING CONSTRUCTION (MAY 2025)

3.51 SYSTEMS COMMISSIONING (MAY 2025)

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

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

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (OCT 2024)

4.02 CONSTRUCTION DOCUMENTS (OCT 2023)

4.03 INTENTIONALLY DELETED

4.04 INTENTIONALLY DELETD

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 GSAR 552.270-15 LIQUIDATED DAMAGES (DEVIATION) (SEP 2022)

4.14 INTENTIONALLY DELETED

4.15 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2023)

4.16 GOVERNMENT PROJECT MANAGEMENT SYSTEM (MAY 2025)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 INTENTIONALLY DELETED

5.03 FINISH SELECTIONS (SEP 2015)

5.04 WINDOW COVERINGS (OCT 2023)

5.05 DOORS: SUITE ENTRY (MAY 2025)

5.06 DOORS: INTERIOR (MAY 2025)

5.07 DOORS: HARDWARE (MAY 2025)

5.08 DOORS: IDENTIFICATION (JUN 2012)

5.09 PARTITIONS: SUBDIVIDING (MAY 2025)

5.10 WALL FINISHES (MAY 2025)

5.11 PAINTING – TI (MAY 2025)

5.12 FLOOR COVERINGS AND PERIMETERS (MAY 2025)

5.13 HEATING AND AIR CONDITIONING (JUN 2012)

5.14 ELECTRICAL: DISTRIBUTION (SEP 2015)

5.15 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.16 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.17 DATA DISTRIBUTION (OCT 2020)

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

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

5.20 AUTOMATIC FIRE SPRINKLER SYSTEM - TI (OCT 2016)

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

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

6.02 UTILITIES (MAY 2025)

6.03 INTENTIONALLY DELETED

6.04 HEATING AND AIR CONDITIONING (OCT 2024)

6.05 OVERTIME HVAC USAGE (OCT 2023)

6.06 PERIODIC LEASE ABOVE-STANDARD SERVICES (LASS) – OTHER THAN HVAC (OCT 2024)

Page 5 of 44 Exhibit A- Lease Agreement

6.07 JANITORIAL SERVICES (MAY 2025)

6.08 SELECTION OF CLEANING PRODUCTS (MAY 2025)

6.09 SELECTION OF PAPER PRODUCTS (MAY 2025)

6.10 SNOW REMOVAL (OCT 2020)

6.11 MAINTENANCE AND TESTING OF SYSTEMS (OCT 2022)

6.12 MAINTENANCE OF PROVIDED FINISHES (OCT 2016)

6.13 ASBESTOS ABATEMENT (MAY 2025)

6.14 ONSITE LESSOR MANAGEMENT (APR 2011)

6.15 IDENTITY VERIFICATION OF PERSONNEL (OCT 2022)

6.16 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.17 LANDSCAPING (MAY 2025)

6.18 LANDSCAPE MAINTENANCE (APR 2011)

6.19 RECYCLING (MAY 2025)

6.20 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

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

6.22 INDOOR AIR QUALITY (MAY 2025)

6.23 RADON IN AIR (MAY 2025)

6.24 RADON IN WATER (MAY 2025)

6.25 HAZARDOUS MATERIALS (MAY 2025)

6.26 MOLD AND WATER INTRUSION (OCT 2023)

6.27 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.28 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 INTENTIONALLY DELETED

7.03 NO FEDERALLY ELECTED OFFICIALS TO BENEFIT (OCT 2023)

7.04 DAILY OCCUPANCY DATA (OCT 2021)

7.05 INTENTIONALLY DELETED

Page 6 of 44 Exhibit A- Lease Agreement

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2024)

The Premises are described as follows:

A. Office and Related Space. ____ rentable square feet (RSF), yielding ____ ANSI/BOMA Occupant Area (ABOA) square feet (SF) of office and related Space located on the ____ floor(s) and known as Suite(s) ____, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit ____.

B. Common Area Factor. The Common Area Factor (CAF), defined under Section 2 of the Lease, is established as ____ 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.

C. Unless otherwise noted, the Government accepts the Premises and tenant improvements in their existing condition, except where specifications or standards are contained elsewhere in this Lease. These standards include, but are not limited to, security improvements, Fire Protection and Life Safety requirements, ABAAS compliance, as well as compliance with all local codes and ordinances. Such acceptance by the Government of existing Premises shall not relieve Lessor of continuing obligations for cleaning, janitorial, maintenance, repair, etc. as set forth in the Lease paragraphs and attached 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. ____ parking spaces reserved for the exclusive use of the Government, of which _____ shall be structured/inside parking spaces, and

____ shall be surface/outside 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.

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

1.03 RENT AND OTHER CONSIDERATION (OCT 2023)

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

FIRM TERM NON-FIRM TERM

ANNUAL RENT ANNUAL RENT

SHELL RENT1 $__________ $__________

OPERATING COSTS2 $ __________ $ __________

TOTAL ANNUAL RENT6 $___________ $___________

1Shell rent reflects rental rates as follows:

(Firm Term) $____per RSF, as rounded to the nearest penny.

(Non Firm Term) $____per RSF, as rounded to the nearest penny.

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

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

B. Intentionally Deleted

C. The Lessor has offered free rent for the first ______ months of the Lease (free rent includes shell, operating, TI, and parking rent). Therefore, the first _______ months of the Lease shall be provided at no cost to the Government.

D. Intentionally Deleted

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

F. Intentionally Deleted

Page 7 of 44 Exhibit A- Lease Agreement

G. Intentionally Deleted

H. 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.

I. 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.

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

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

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

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

K. Intentionally Deleted

1.04 INTENTIONALLY DELETED

1.05 TERMINATION RIGHTS (OCT 2016)

The Government may terminate this Lease, in whole or in parts, at any time effective after the Firm Term of this Lease, by providing not less than 180 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.

1.06 INTENTIONALLY DELETED

1.07 DOCUMENTS INCORPORATED IN THE LEASE (OCT 2023)

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

DOCUMENT NAME NO. OF PAGES EXHIBIT

FLOOR PLAN(S)

1364 FORM

AGENCY REQUIREMENTS

SECURITY REQUIREMENTS

SECURITY UNIT PRICE LIST

3517B GENERAL CLAUSES

SEISMIC FORM

APPROVED SMALL BUSINESS SUBCONTRACTING PLAN

DOL WAGE DETERMINATION

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

SPACE

1.08 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

A. The Lessor has agreed to total TI pricing of $______ based on the Agency’s Requirements and design schematic included in Exhibit ____.

B. The Government shall pay the TI pricing upon substantial completion in accordance with the “Acceptance of Space and Certificate of Occupancy” paragraph.

1.09 TENANT IMPROVEMENT FEE SCHEDULE (OCT 2024)

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

Page 8 of 44 Exhibit A- Lease Agreement

INITIAL BUILD-OUT

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

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

1.10 INTENTIONALLY DELETED

1.11 INTENTIONALLY DELETED

1.12 INTENTIONALLY DELETED

1.13 INTENTIONALLY DELETED

1.14 INTENTIONALLY DELETED

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

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

1.16 HOURLY OVERTIME HVAC RATES (OCT 2016)

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

1. $_____ per hour per zone

2. No. of zones: __

3. $______ per hour for the entire Space.

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

1. Saturday: ___ AM through ___ PM

2. Sunday: ___ AM through ___ PM.

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

A. The following rates shall apply in the application of the paragraph titled "PERIODIC LEASE ABOVE-STANDARD SERVICES (LASS) – OTHER THAN

HVAC":

SERVICE RATE UNIT

B. There is no charge for periodic above-stated LASS during the following weekend hours:

1. Saturday: ___ AM through ___ PM

2. Sunday: ___ AM through ___ PM.

1.18 ADJUSTMENT FOR REDUCED SERVICES (OCT 2018)

This Lease provides for normal hours of operation as outlined under Lease Paragraph 6.01, Provision of Services, Access, and Normal Hours. In the event the Government requires the following normal hours of operations: ____ AM to ____ PM, Monday through Friday, with the exception of Federal holidays], the rental rate and the base for operating cost adjustments will be reduced by $_____ per ABOA SF, adjusted to include any CPI adjustment as outlined under Lease paragraph entitled Operating Costs Adjustment. This reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the Lease expires or is terminated.

1.19 BUILDING IMPROVEMENTS (OCT 2023)

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

A. _______________ B. _______________ C. _______________

1.20 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2022)

Lessor’s Unique Entity Identifier (UEI)

Page 9 of 44 Exhibit A- Lease Agreement

UEI: ___________________________

Page 10 of 44 Exhibit A- Lease Agreement

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.

Page 11 of 44 Exhibit A- Lease Agreement

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

4. Intentionally Deleted

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

6. Intentionally Deleted

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

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

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

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

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

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

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

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

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

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

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

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2022)

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

Amendment 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.

B. Orders for alterations or tenant improvements shall only be approved and placed by a Warranted VA Lease Contracting Officer.

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. Intentionally Deleted

2.04 WAIVER OF RESTORATION (OCT 2023)

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

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

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

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

Page 12 of 44 Exhibit A- Lease Agreement

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 INTENTIONALLY DELETED

2.06 CHANGE OF OWNERSHIP/NOVATION (OCT 2024)

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

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

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

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

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

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

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

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

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

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

2.07 INTENTIONALLY DELETED

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

(a) If the Government fails to occupy any portion of the leased premises or vacates the premises in whole or in part prior to expiration of the term of the lease, the rental rate and the base for operating cost adjustments will be reduced using the figure specified in the “Rate for Adjustment for Vacant Leased Premises” paragraph of this Lease.

(b) If no rate reduction has been established in this lease, the rate will be reduced by that portion of the costs per ABOA square foot of operating expenses not required to maintain the space.

(c) Said reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the

Government occupies the vacant premises or the lease expires or is terminated.

2.09 INTENTIONALLY DELETED

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

A. Within 10 days after Lease award, the Lessor shall provide to the LCO (or representative designated by the LCO) evidence of:

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

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

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

B. The Government shall have the right to withhold approval of design intent drawings (DIDs) until the conditions specified in sub-paragraph A has been satisfied.

Page 13 of 44 Exhibit A- Lease Agreement

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

1. Award of a construction contract for TIs with a firm completion date. This date must be in accordance with the construction schedule for

TIs as described in the “Schedule for Completion of Space” paragraph of this Lease.

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

2.11 RELOCATION ASSISTANCE ACT (APR 2011)

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

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

2.12 ENTITY NAME (OCT 2023)

Lessor may not use Federal agency name(s) and/or acronym(s), e.g., Department of Veterans Affairs (VA), in its entity name that owns and/or leases Space to the VA.

Page 14 of 44 Exhibit A- Lease Agreement

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 LABOR STANDARDS (MAY 2025)

If the Lessor proposes to satisfy the requirements of this Lease through the construction of a new Building or the complete rehabilitation or reconstruction of an existing Building, and the Government will be the sole or predominant tenant such that any other use of the Building will be functionally or quantitatively incidental to the Government’s use and occupancy, the following FAR clauses shall apply to all work (including shell and TIs) performed prior to the Government's acceptance of space as substantially complete. Full text versions of these clauses are available upon request from the LCO.

Full text versions are also available at HTTPS://WWW.ACQUISITION.GOV/?Q=BROWSEFAR.

52.222-4 Contract Work Hours and Safety Standards Act—Overtime Compensation 52.222-5 Construction Wage Rate Requirements - Secondary Site of the Work 52.222-6 Construction Wage Rate Requirements 52.222-7 Withholding of Funds 52.222-8 Payrolls and Basic Records 52.222-10 Compliance with Copeland Act Requirements 52.222-11 Subcontracts (Labor Standards) 52.222-12 Contract Termination–Debarment 52.222-13 Compliance with Construction Wage Rate Requirements and Related Regulations 52.222-14 Disputes Concerning Labor Standards 52.222-15 Certification of Eligibility.

52.222-62 Paid Sick Leave Under Executive Order 13706.

3.02 WORK PERFORMANCE (JUN 2012)

All work in performance of this Lease shall be done by skilled workers or mechanics and shall be acceptable to the LCO. The LCO may reject the Lessor’s workers 1) if such are unlicensed, unskilled, or otherwise incompetent, or 2) if such have demonstrated a history of either untimely or otherwise unacceptable performance in connection with work carried out in conjunction with either this contract or other government or private contracts.

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

A. Items and materials existing in the Premises, or to be removed from the Premises during the demolition phase, are eligible for reuse in the construction phase of the project. Items considered for reuse shall be in refurbished condition and shall meet the quality standards set forth by the Government in this Lease or shall meet or exceed accepted industry or trade standards.

B. The Government will not pay for existing fixtures and other TIs accepted in place.

3.04 CONSTRUCTION WASTE MANAGEMENT (MAY 2025)

For leases 10,000 RSF or greater, the requirements below apply:

A. Recycling construction waste is mandatory for initial space alterations for TIs and subsequent alterations under the Lease.

B. Submittal Requirement. Prior to construction commencement, a proposed plan following industry standards to recycle construction waste. The construction waste management plan shall quantify material diversion goals and maximize the materials to be recycled and/or salvaged. Where waste disposal may be a prohibitive expense, the Lessor may request alternative means of disposal, to be approved by the LCO.

C. If any waste materials encountered during the demolition or construction phase are found to contain lead, asbestos, polychlorinated biphenyls

(PCBs) (such as fluorescent lamp ballasts), or other harmful substances, they shall be handled and removed in accordance with Federal and state laws and requirements concerning hazardous waste.

3.05 WOOD PRODUCTS (MAY 2025)

A. Particle board, medium-density fiberboard, and hardwood plywood shall be free of formaldehyde and labeled as Toxic Substances Control Act

(TSCA) Title VI compliant. Other wood types such as strawboard shall be free of formaldehyde or sufficiently aged prior to use such that indoor air levels in the finished leased space shall not exceed 0.016 parts per million (ppm) of formaldehyde.

B. All materials comprised of combustible substances, such as wood plywood and wood boards, shall be treated with fire retardant chemicals by a pressure impregnation process or other methods that treats the materials throughout as opposed to surface treatment.

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.

3.06 ADHESIVES AND SEALANTS (MAY 2025)

All adhesives employed (including, but not limited to, adhesives for carpet, carpet tile, plastic laminate, wall coverings, adhesives for wood, or sealants) shall meet the requirements of the manufacturer of the products adhered or involved. The Lessor shall use adhesives and sealants with no heavy https://www.acquisition.gov/?q=browsefar

Page 15 of 44 Exhibit A- Lease Agreement metals, and that do not result in indoor air levels above 0.016 parts per million (ppm) of formaldehyde. Adhesives and other materials used for the installation of carpets shall be limited to those having a flash point of 140 degrees F or higher.

3.07 BUILDING SHELL REQUIREMENTS (OCT 2016)

A. The Building Shell shall be designed, constructed, and maintained in accordance with the standards set forth herein and completed prior to acceptance of Space. For pricing, fulfillment of all requirements not specifically designated as TIs, Operating Costs, or other rent components as indicated shall be deemed included in the Shell Rent.

B. Base structure and Building enclosure components shall be complete. All common areas accessible by the Government, such as lobbies, fire egress corridors and stairwells, elevators, garages, and service areas, shall be complete. Restrooms shall be complete and operational. All newly installed Building shell components, including but not limited to, heating, ventilation, and air conditioning (HVAC), electrical, ceilings, sprinklers, etc., shall be furnished, installed, and coordinated with TIs. Circulation corridors are provided as part of the base Building only on multi-tenanted floors where the corridor is common to more than one tenant. On single tenant floors, only the fire egress corridor(s) necessary to meet code is provided as part of the shell.

C. The Building Shell rental rate shall also include, but is not limited to, costs included listed under Section II of VA Form 1217, Lessor’s Annual

Cost Statement, including insurance, taxes, lease commission and management, in addition to profit, reserve costs and loan financing for the Building.

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

A. The Lessor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Lessor under this contract. The Lessor shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services.

B. The Lessor remains solely responsible for designing, constructing, operating, and maintaining the leased premises in full accordance with the requirements of the Lease. The Government retains the right to review and approve many aspects of the Lessor’s design, including without limitation, review of the Lessor’s design and construction drawings, shop drawings, product data, finish samples, and completed base building and TI construction. Such review and approval are intended to identify potential design flaws, to minimize costly misdirection of effort, and to assist the Lessor in its effort to monitor whether such design and construction comply with applicable laws and satisfy all Lease requirements.

C. Neither the Government’s review, approval or acceptance of, nor payment through rent of the services required under this contract, shall be construed to operate as a waiver of any rights under this contract or of any cause of action arising out of the performance of this contract, and the Lessor shall be and remain liable to the Government in accordance with applicable law for all damages to the Government caused by the Lessor’s negligent performance of any of the services required under this Lease.

D. Design and construction and performance information is contained throughout several of the documents which comprise this Lease. The Lessor shall provide to space planners, architects, engineers, construction subcontractors, etc., all information required whether it is found in this Lease, special requirements and attachments, price lists, or design intent drawings. Reliance upon one of these documents to the exclusion of any other may result in an incomplete understanding of the scope of the work to be performed and/or services to be provided.

The Lessor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished by the Lessor under this contract. The Lessor shall, without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications, or other services.

3.09 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

The Building in which the Premises are located shall be designed, built and maintained in good condition and in accordance with the Lease requirements.

If not new or recent construction, the Building shall have undergone by occupancy, modernization, or adaptive reuse for office space with modern conveniences. The Building shall be compatible with its surroundings. Overall, the Building shall project a professional and aesthetically pleasing appearance including an attractive front and entrance way.

During the life of the Lease the Building shall project a professional and aesthetically pleasing appearance including an attractive front and entrance way. The facade, downspouts, roof trim, and window casing shall be clean and in good condition.

3.10 VESTIBULES (OCT 2020)

A. Vestibules shall be provided at public entrances wherever entry to the Space is directly from the outside. In the event of negative air pressure conditions, provisions shall be made for equalizing air pressure. For measurement purposes, vestibules are considered building support space and not ABOA.

B. The Lessor shall provide permanent entryway systems (such as grilles or grates) to control dirt and particulates from entering the Building at all primary exterior entryways.

3.11 MEANS OF EGRESS (MAY 2015)

A. Prior to occupancy, the Premises and any parking garage areas shall meet or will be upgraded to meet, either the applicable egress requirements in the National Fire Protection Association, Life Safety Code (NFPA 101), or the International Code Council, International Building Code (IBC), Page 16 of 44 Exhibit A- Lease Agreement each current as of the Lease Award Date, or use an alternative approach or method that achieves an equivalent level of safety deemed acceptable by the Government.

B. The Space shall have unrestricted access to a minimum of two remote exits on each floor of Government occupancy.

C. Interlocking or scissor stairs located on the floor(s) where Space is located shall only count as one exit stair.

D. A fire escape located on the floor(s) where Space is located shall not be counted as an approved exit stair.

E. Doors shall not be locked in the direction of egress unless equipped with special locking hardware in accordance with requirements of NFPA

101 or the IBC.

3.12 AUTOMATIC FIRE SPRINKLER SYSTEM (OCT 2023)

A. Any portion of the Space located below-grade, including parking garage areas, and all areas in a Building referred to as "hazardous areas"

(defined in National Fire Protection Association (NFPA) 101) that are located within the entire Building (including non-Government areas) shall be protected by an automatic fire sprinkler system or an equivalent level of safety.

B. For Buildings in which any portion of the Space on or above the sixth floor, then, at a minimum, the Building up to and including the highest floor of Government occupancy shall be protected by an automatic fire sprinkler system or an equivalent level of safety.

C. For Buildings in which the Government occupies, either through this Lease or in combination with other Government Leases in the Building any portion of the Space is on or above the sixth floor, and lease of the Space will result, either individually or in combination with other Government Leases in the Building, in the Government leasing 35,000 or more ANSI/BOMA Occupant Area SF of Space in the Building, then the entire Building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety.

D. Automatic fire sprinkler system(s) shall be installed in accordance with the requirements of NFPA 13, Standard for the Installation of Sprinkler

Systems that was in effect on the actual date of installation.

E. Automatic fire sprinkler system(s) shall be maintained in accordance with the requirements of NFPA 25, Standard for the Inspection, Testing, and Maintenance of Water-based Fire Protection Systems (current as of the Lease Award Date).

F. "Equivalent level of safety" means an alternative design or system (which may include automatic fire sprinkler systems), based upon fire protection engineering analysis, which achieves a level of safety equal to or greater than that provided by automatic fire sprinkler systems.

3.13 FIRE ALARM SYSTEM (SEP 2013)

A. A Building-wide fire alarm system shall be installed in the entire Building in which any portion of the Space is located on the 3rd floor or higher.

B. The fire alarm system shall be installed in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code, that was in effect on the actual date of installation.

C. The fire alarm system shall be maintained in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date).

D. The fire alarm system shall transmit all fire alarm signals to the local fire department via any of the following means: directly to the local fire department, to the (911) public communications center, to a central station, to a remote supervising station, or to a proprietary supervising station.

E. If the Building’s fire alarm control unit is over 25 years old as of the date of award of this Lease, Lessor shall install a new fire alarm system in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date), prior to Government acceptance and occupancy of the Space.

3.14 ENERGY INDEPENDENCE AND SECURITY ACT (MAY 2025)

A. Energy-related Requirements.

1. The Energy Independence and Security Act (EISA) establishes the following requirements for Government Leases in Buildings that have not earned the ENERGY STAR® Label conferred by the Environmental Protection Agency (EPA) within one year prior to the due date for final proposal revisions (“most recent year”).

2. If this Lease was awarded under any of EISA's Section 435 statutory exceptions, the Lessor shall either:

a. Earn the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease); or

b. I. Complete energy efficiency and conservation improvements if any, agreed to by Lessor in lieu of earning the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease); and

Page 17 of 44 Exhibit A- Lease…