Exhibit A Lease Template 20250821.pdf

FOR OFFICIAL USE ONLY

[Version 1.4 / Sep2023]

U.S. GOVERNMENT

LEASE FOR REAL PROPERTY

By and Between

THE UNITED STATES OF AMERICA

as Lessor

LEASE NUMBER DACW31-X-2026-XXXX

THIS LEASE IS BEING ACQUIRED UNDER THE AUTHORITY OF

TITLE 10 UNITED STATES CODE SECTION 2661. THE REQUIREMENTS OF 10

UNTIED STATES CODE 2662 HAVE BEEN MET.

LEASE NO. DACW31-X-2026-XXXX

U. S. Government Lease By and Between

The United States of America & _________________________

TABLE OF CONTENTS

2. LEASE TERM

3. RENEWAL

4. TERMINATION

5. RENTAL CONSIDERATION

6. OPERATING EXPENSES

7. LESSOR PROVIDED SERVICES

8. MAINTENANCE OF

SERVICES/CONTRACTS FOR

GOVERNMENT OWNED BUILDING

SYSTEMS, EQUIPMENT &

STRUCTURES

9. PARKING

10. NOTICES

11. NOTICE OF CHANGE IN OWNERSHIP

OR MANAGEMENT

12. FOREIGN OWNERSHIP &

FINANCING REPRSENTATION

13. FAILURE IN PERFORMANCE

14. SUBLETTING THE PREMISES

15. SUBSTITUTION OF TENANT

AGENCY

16. LESSOR’S SUCCESSORS

17. TENANT IMPROVEMENTS

18. ALTERATIONS BY GOVERNMENT

19. CHANGES

20. PROPOSALS FOR ADJUSTMENTS

21. DISPUTES

22. ASSIGNMENT OF CLAIMS

23. CODE COMPLIANCE

24. CONDITION REPORT

25. ENVIRONMENTAL

CONSIDERATIONS

26. MAINTENANCE OF BUILDING AND

PREMISES – RIGHT OF ENTRY

27. INSPECTION

28. DAMAGE BY FIRE OR OTHER

CASUALTY

29. UTILITY AND JOINT USE

ADJUSTMENT

30. ADJUSTMENT FOR VACANT

PREMISES

31. USE AND QUIET ENJOYMENT

32. EQUAL OPPORTUNITY FOR

WORKERS W/ DISABILITY

33. EQUAL OPPORTUNITY FOR

VETERANS

34. COVENANT AGAINST

CONTINGENT FEES

35. GRATUITIES TO GOVERNMENT

EMPLOYEES

36. OFFICIALS NOT TO BENEFIT

37. ANTI-KICKBACK

38. EXAMINATION OF RECORDS

39. RANDOLPH-SHEPPARD

COMPLIANCE

40. MUTUALITY OF OBLIGATION

41. SEVERABILITY

42. THE GOVERNMENT’S SECURITY

REQUIREMENTS / LESSOR’S

ACCESS TO THE PREMISES

43. NON-PUBLICITY / SECURITY

44. ESTOPPEL CERTIFICATE AND

SUBORDINATION, NON-

DISTURBANCE AND ATTORNMENT

AGREEMENT

45. PROMPT PAYMENT

46. COUNTERPARTS

47. NO WAIVER

48. COMPLIANCE WITH APPLICABLE

LAW

49. ANTI-DEFICIENCY ACT

50. INTEGRATED AGREEMENT

51. NON-QUALIFYING PARTIES

52. RENTAL SUMMARY

53. PROCUREMENT AUTHORITY

• SIGNATURE PAGE

• CORPORATE CERTIFICATE

EXHIBITS:

A. STANDARD JANITORIAL SPECIFICATION SHEET

B. CONSTRUCTION ADDENDUM

C. CONSTRUCTION MANAGEMENT FEE

D. TENANT ESTOPPEL CERTIFICATE

E. SNDA

F. PROPOSED ALTERATIONS

G. FLOOR / SITE PLAN / LEGAL DESCRIPTION

U.S. GOVERNMENT

LEASE FOR REAL PROPERTY

BY AND BETWEEN

The United States of America

TITLE 10 UNITED STATES CODE SECTION 2661.

THIS LEASE, made and entered into this ________day of_____________________, 2026 by and between _________________________________________________________________________, whose address is ___________________________________________________________________ and whose interest in the property hereinafter described is that of owner, hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government:

WITNESSETH: The parties hereto for the considerations hereinafter mentioned, covenant and agree as follows:

The Lessor hereby leases to the Government the following described premises, as shown in EXHIBIT G:

FULL TIME EXCLUSIVE USE of class A office space totaling ##,### rentable square feet (##,### net usable square feet) of floor space together with outside parking for (#) Government vehicles, to be used for such purposes as may be determined by the Government.

All of the above situated at _____________________________________________on the ________floor(s), known as Suite(s) ______.

The Government’s pro rata share of the space is ________% based upon the Leased Premises containing ________ rentable square feet and the total building consisting of ______ rentable square feet.

2. LEASE TERM

To have possession, use and quiet enjoyment of the said premises with their appurtenances for a one (1) year term from the Commencement Date. Said Commencement Date is defined as the earlier to occur of: (a) the Beneficial Occupancy Date (BOD), or (b) the date the Government commences occupancy of the premises, subject to termination and renewal rights as may be hereinafter set forth. The Beneficial Occupancy Date (BOD) shall be deemed to have occurred on the date the Government accepts as substantially complete the alterations to the said space, which are to be constructed by the Lessor, and the receipt of a temporary or permanent Certificate of Occupancy (as defined in paragraph CA 15 “Completion of Improvements” of the CONSTRUCTION ADDENDUM - Exhibit “B”). The BOD shall be memorialized by Supplemental Agreement.

OR

To have possession, use and quiet enjoyment of the said premises with their appurtenances for a one (1) year term beginning on ____________, being the Commencement Date, through _______________, subject to termination and renewal rights as may be hereinafter set forth.

3. RENEWAL

This lease may be renewed at the option of the Government, for the following period and at the following terms:

This lease may be renewed from year to year for nine (9) additional one (1) year periods, for a total, including the first term, not to exceed ten (10) years, provided that the Government gives the Lessor a one hundred and twenty

(120) day written notice to renew, and provided further, that the renewal of this lease is subject to adequate appropriations being made available from year to year for the payment of rentals.

4. TERMINATION

Notwithstanding the rights provided in any other provision, the Government may terminate this lease on or any time after the first anniversary by giving at least ninety (90) day notice in writing to the Lessor and no rental shall accrue after the effective date of termination. Said notice shall be computed commencing with the day after the date of mailing.

5. RENTAL CONSIDERATION

The Government shall pay to Lessor an annual Full-Service Rental Rate, commencing as of the BOD, as defined in Provision 2, of $________ per rentable square foot ($________ annually) or $________ per month, in arrears, on or about the tenth day of each calendar month during the Term. Rent for a lesser period shall be prorated. Rent payments shall be made by Electronic Funds Transfer (EFT) payable to __________(Lessor)_____________________________, by USACE Finance Center, 5720 Integrity Drive, Millington, TN 38054-5055.

In compliance with Federal Law (specifically, Public Law 104-134, The Debt Collection Improvement Act of 1996), lessors are to provide their banking data to the US Government's “System for Award Management (SAM)" [ www.sam.gov ]. All agencies/departments of the US Government are to use this information to make their electronic payments. Prior to the execution of the Lease, Lessor agrees to complete registration in the SAM and return the Cage Code and Tax ID to the Government. Lessor acknowledges that prior to the commencement of any rental payments by Government, Lessor will have completed SAM Registration.

6. OPERATING EXPENSES

This is a full-service lease with no annual operating expense reconciliations. As part of the rental consideration, Lessor shall provide all building services required to maintain the building in Class A operating condition to include, but not necessarily limited to, all utilities, building and equipment maintenance (interior and exterior), landscaping, janitorial services for common and tenant space, exterior and interior window cleaning, trash and recycling services, annual carpet cleaning of tenant and common area spaces, building insurances, real estate taxes, and snow and ice removal, as applicable.

7. LESSOR PROVIDED SERVICES

The Lessor shall furnish to the Government, as part of the rental consideration, the following:

a. FULL-TIME EXCLUSIVE USE: Full-time exclusive use and occupancy of the Leased Premises.

b. LIGHTING: The Lessor will provide lighting sufficient to provide not less than 50 foot-candles of light at desk top level of each workstation. Adequate lighting will be provided by Lessor in storage areas, corridors, restrooms, etc. Blinking or burned-out bulbs and ballasts shall be replaced in two (2) to three

(3) business days.

c. HEATING, VENTILATION AND AIR CONDITIONING:

1) COOLING SEASON: Temperature shall be maintained not more than 76 degrees Fahrenheit during working hours.

2) HEATING SEASON: Temperature shall be maintained not less than 68 degrees Fahrenheit during working hours.

3) Working hours are 7:00am to 6:00pm, Monday through Friday; Saturdays 7:00am to 1:00pm.

d. HOT AND COLD POTABLE WATER: Prior to Government occupancy, the Lessor shall have all water tested for potability. In the event, at any time during Government occupancy, the drinking water is found not to meet safe drinking standards, the Lessor shall take prompt action to correct the causes and shall provide temporary bottled water until water is certified as safe to drink.

e. ADEQUATE PLUMBING: Lessor will provide adequate plumbing and sewerage. Lessor will promptly, within 24 hours, repair any leaks, breaks or clogs.

f. JANITORIAL: Lessor shall provide necessary labor, equipment, and supplies to perform the janitorial services as specified in Exhibit “A”, attached hereto and made a part hereof.

g. UTILITIES AND OTHER SERVICES: The lessor shall obtain and pay for the following items to maintain the premises in good repair and condition. Said utilities and services are paid as a part of the Operating Expenses as defined in Provision 6.a. above.

[X] TRASH REMOVAL [X] GAS

[X] PARKING [X] WATER

[X] ELECTRICITY [X] SEWER

[X] OTHER:

8. MAINTENANCE SERVICES/CONTRACTS FOR GOVERNMENT OWNED BUILDING

SYSTEMS, EQUIPMENT AND STRUCTURES

If requested by the Government, the Lessor shall provide annual maintenance contracts for various Government owned building systems, equipment, and structures. Costs of said contracts shall be borne by the Government and will be paid as additional rent, as set forth in Provision 6 or directly to the lessor as set forth in subsection g herein.

Copies of said maintenance agreements must be furnished to the Government and shall become a part of this Lease.

Inspection of Services/Contracts

a. Definition. “Services,” as used in this clause, includes services performed, workmanship and material furnished or utilized in the performance of services.

b. The Lessor, or their Contractor, shall provide and maintain an inspection system acceptable to the

Government covering the services under this lease. Complete records of all inspection work performed by the Lessor or their Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

c. The Government has the right to inspect and test all services called for by the contract, to the extent practicable, at all times and places during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

d. If the Government performs inspections or tests on the premises of the Lessor, or their Contractor or a subcontractor, the Lessor, or their Contractor shall furnish, and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties.

e. If any of the services do not conform with contract requirements, the Government may require the Lessor or their Contractor to perform the services again in conformity with contract requirements, at no increase in contract amount. When the defects in services cannot be corrected by re-performance, the Government may:

(1) Require the Lessor to take necessary action to ensure that performance by their Contractor conforms to contract requirements; and

(2) Reduce the contract price to reflect the reduced value of the services performed.

f. If the Lessor, or their Contractor fails to promptly perform the services again or to take the necessary action to ensure performance in conformity with contract requirements, the Government may:

(1) By contract or otherwise, perform the services and charge to the Lessor any cost incurred by the Government that is directly related to the performance of such service; or

(2) Terminate the contract for default.

g. The Government reserves the right to contract directly with the Contractor for Services.

9. PARKING

In accordance with local Building Codes for (________ County, ________), professional and general office buildings must provide a minimum of (________) parking spaces for every one thousand square feet of floor area to all tenants at no additional charge. Therefore, in accordance with County Code, the Lessor is providing (________) unreserved parking spaces, at no charge to the Government, based upon the Government leasing (________) square feet.

10. NOTICES

Any notice under the terms of this lease may be given by "Certified Mail Return Receipt Requested" or any other appropriate method, and delivery or attempted delivery shall be deemed notice under the terms of this lease. Any notice given by the Lessor to the Government shall be addressed to Commander, U.S. Army Engineer District, Baltimore, P.O. Box 548, ATTN: CENAB-RS-R, Annapolis Junction, Maryland 20701-0548. Any notice given to the Lessor or his agent shall be addressed to ___________________________________________. Notices shall be effective the date of mailing or electronic transmittal.

11. NOTICE OF CHANGE IN OWNERSHIP OR MANAGEMENT

The Lessor, by written notice to the Government, will furnish notification of any change of address, ownership or management of property, name of new Lessor or line of succession. Such notice shall be provided at least fifteen

(15) days prior to said change. Changes in ownership will be memorialized by supplemental agreement between original Lessor, the new Lessor and the Government. As set forth in Provision 16, any new Lessor will be bound by the same terms, provisions, and conditions of this Lease as if they were original signatories to this Lease.

Lessor further agrees to complete and execute a Foreign Ownership and Financing Representation for High Security Leased Space for changes in ownership as set forth in Provision 12, Foreign Ownership and Financing Representation.

12. FOREIGN OWNERSHIP & FINANCING REPRESENTATION

The Lessor agrees to complete and execute a Foreign Ownership and Financing Representation for High Security Leased Space (updated June 2021) and return to the Real Estate Contracting Officer, or his/her official Leasing Representative, prior to lease execution.

The Government will require completion and execution of the Foreign Ownership and Financing Representation for High Security Leased Space on an annual basis as well as at any time the property is refinanced or changes ownership.

13. FAILURE IN PERFORMANCE

The covenant to pay rent and the covenant to provide any service, utility, maintenance, or repair required under this lease are interdependent. In the event of failure by the Lessor to provide any services, utility, maintenance, repair or replacement required under this lease the Government may, by contract or otherwise perform the requirement and deduct from any payment or payments under this lease, then or thereafter due, the resulting cost to the Government, including all administrative costs. If the Government elects to perform any such requirement, the Government and each of its contractors shall be entitled to access any and all areas of the building, access to which is necessary to perform any such requirement, and the Lessor shall afford and facilitate such access.

Alternately, the Government may deduct from any payments under this lease, then or thereafter due, an amount, which reflects the reduced value of the contract requirement not performed. No deduction from rent pursuant to this clause shall constitute a default by the Government under this lease. These remedies are not exclusive and are in addition to any other remedies, which may be available under this lease or at law.

14. SUBLETTING THE PREMISES

The Government may sublet any part of the premises but shall not be relieved from any obligations under this lease by reasons of any such subletting.

15. SUBSTITUTION OF TENANT AGENCY

The Government reserves the right, any time, to substitute any agency for agency originally proposed to occupy the leased space.

16. LESSOR'S SUCCESSORS

The terms and provisions of this lease and the conditions herein shall bind the Lessor, and the Lessor's heirs, executors, administrators, successors, and assigns as if they were original signatories to this lease.

17. TENANT IMPROVEMENTS

The Lessor shall provide for alteration to the premises, as defined in Exhibit “F” (Proposed Alterations) in accordance with the guidelines established within EXHIBIT “B” entitled, “Construction Addendum - Construction of Tenant Improvements,” attached hereto. Lessee shall pay as Rent to the Lessor for such Tenant Improvements $ pursuant to Lessors Proposal dated _____________ in response to Lessee's Request for Lease Proposal dated _____________. Lessor shall provide Tenant with a Tenant Improvement Allowance of $_______ per rentable square foot, or a total of $____________ (the “TIA”), inclusive of the Construction Management Fee. Other than the Tenant Improvement Allowance (TIA) provided by the Lessor, the Government shall be responsible for costs of alterations, over and above the TIA including all costs required to bring the existing condition of the premises up to Government requirements.

The Lessor agrees that the TIA shall be applied to such work as directed and recommended by the Government’s Project Manager (“PM”) and approved by the Government’s Contracting Officer. The Lessor agrees that if this lease is terminated by the Government, for any reason whatsoever, the Government will not be held responsible for reimbursing the Lessor any portion of the TIA.

Lessor shall receive a construction management fee in the amount computed in accordance with Exhibit “C” which shall be part of the total costs of completing the proposed alterations.

The Government acknowledges that there are no Tenant Improvements to be performed at the commencement of the lease, or Tenant Improvement Allowance (“TIA”) offered by the Lessor as a condition of this lease. In the event of future Government requirements, the attached Exhibit “B” would be used as a basis for the construction of any such tenant improvements.

18. ALTERATIONS BY GOVERNMENT

The Government, with the Lessor’s approval, which shall not be unreasonably withheld, shall have the right during the existence of this lease to make any alterations, attach fixtures, and erect additions and structures to the premises hereby leased, which fixtures, additions, and structures shall be and remain the property of the Government and which may be removed prior to the expiration or termination of this lease or which may be left in place. In either case the Government shall have no responsibility, financial or otherwise, to either restore the premises or to make payment in lieu thereof. The Government shall not restore, either physically or by payment in lieu thereof, reasonable and ordinary wear and tear, damage by the elements or by circumstances over which the Government has no control, and/or any alterations, or damage thereto, which the Lessor installed and was reimbursed by the Government through payment therefore or which the Government installed at its own expense with the Lessor’s prior approval.

If the Lease contemplates that the Government is the sole occupant of the building, for the purposes of this clause, the leased premises includes the entire parcel of land on which the building is sited. Otherwise, the Government shall have the right to tie into or make any physical connection with any structure located on the property as is reasonably necessary for appropriate utilization of the leased premises.

19. CHANGES

a. The Contracting Officer may, at any time, by written order, make changes within the general scope of this lease in any one or more of the following:

(1) Specifications (including drawings and designs);

(2) Work or services; or

(3) Facilities or space layout

b. If any such change causes an increase or decrease in the Lessor's cost of, or the time required for, performance under this lease, whether or not changed by the order, the Contracting Officer shall modify this lease to provide for one or more of the following:

(1) A modification of the delivery date;

(2) An equitable adjustment in the rental rate;

(3) A lump sum equitable adjustment; or

(4) An equitable adjustment of the annual operating costs per square foot specified in this lease.

c. The Lessor shall assert its right to an adjustment under this clause within 30 days from the date of receipt of the change order and shall submit a proposal for adjustment. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Lessor from proceeding with the change as directed.

d. Absent such written change order, the Government shall not be liable to Lessor under this clause.

20. PROPOSALS FOR ADJUSTMENT

a. The Contracting Officer may, from time to time during the term of this lease, require changes to be made in the work or services to be performed and in the terms or conditions of this lease. Such changes will be in accordance with the Changes clause.

b. If the Contracting Officer makes a change within the general scope of the lease, the Lessor shall submit, in a timely manner, an itemized cost proposal for the work to be accomplished or services to be performed when the cost exceeds $100,000. The proposal, including all subcontractor work, will contain at least the following details:

(1) Material quantities and unit costs;

(2) Labor costs (identified with specific item or material to be placed or operation to be performed);

(3) Equipment costs;

(4) Workman's compensation and public liability insurance;

(5) Overhead;

(6) Profit; and

(7) Employment taxes under FICA and FUTA.

c. The following Federal Acquisition Regulation (FAR) provisions also apply to all proposals exceeding $2,000,000 in cost:

(1) The Lessor shall provide cost or pricing data including subcontractor cost and pricing data (48 CFR 15.403-4);

(2) The Lessor's representative, all contractors, and subcontractors whose portion of the work exceeds $2,000,000 must sign and return the "Certificate of Current Cost or Pricing Data" (48 CFR 15.406-2).

d. Lessors shall also refer to 48 CFR Part 31, Contract Cost Principles, for information on which costs are allowable, reasonable, and allocable in Government work.

21. DISPUTES – 52.233-1 (May 2014)

a. This lease is subject to 41 U.S.C chapter 71, Contract Disputes.

b. Except as provided in 41 U.S.C chapter 71, all disputes arising under or relating to this lease shall be resolved under this clause.

c. "Claim," as used in this clause, means a written demand or written assertion by one of the leasing parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of lease terms, or other relief arising under or relating to this lease. However, a written demand or written assertion by the Lessor seeking the payment of money exceeding $100,000 is not a claim under 41 U.S.C chapter 71 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.C chapter 71. The submission may be converted to a claim under 41 U.S.C chapter 71, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

d. (1) A claim by the Lessor shall be made in writing and, unless otherwise stated in this lease, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Lessor shall be subject to a written decision by the Contracting Officer.

(2) (i) The Lessor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

(iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the lease adjustment for which the Lessor believes the Government is liable;

and that I am authorized to certify the claim on behalf of the Lessor."

(3) The certification may be executed by any person authorized to bind the Lessor with respect to the claim.

e. For Lessor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Lessor, render a decision within 60 days of the request. For Lessor-certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Lessor of the date by which the decision will be made.

f. The Contracting Officer’s decision shall be final unless the Lessor appeals or files a suit as provided in 41 U.S.C chapter 71.

g. If the claim by the Lessor is submitted to the Contracting Officer or a claim by the Government is presented to the Lessor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Lessor refuses an offer for ADR, the Lessor shall inform the Contracting Officer, in writing, of the Lessor’s specific reasons for rejecting the offer.

h. The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim.

i. The Lessor shall proceed diligently with performance of this lease, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the lease, and comply with any decision of the Contracting Officer.

22. ASSIGNMENT OF CLAIMS – 52.232-23 (May 2014)

a. The Lessor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 6305 (hereafter referred to as “the Act”), may assign its rights to be paid amounts due or to become due as a result of the performance of this lease to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign its right under the original assignment to any type of financing institution described in the preceding sentence.

b. Any assignment or reassignment authorized under the Act and this clause shall cover all unpaid amounts payable under this lease and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this lease.

c. The Lessor shall not furnish or disclose to any assignee under this lease any classified document

(including this lease) or information related to work under this lease until the Contracting Officer authorizes such action in writing.

23. CODE COMPLIANCE

The Lessor warrants this building, as occupied by the Government, to be in compliance with all federal, state, and local fire/safety/environmental codes, including building codes. Should any violation of these codes exist or occur, the Lessor will immediately correct those violations at the Lessor's sole cost. Upon a failure by the Lessor to correct such violations, the Government may, at its option, effect the corrections and deduct such costs from rent due or terminate the lease.

24. CONDITION REPORT

A joint physical survey and inspection report of the demised premises shall be made as of (Date) , reflecting the then present condition, and will be signed on behalf of the parties hereto.

As of the execution hereon (Date) the demised premises is in as-is condition without any improvements other than the base building infrastructure. Improvements to the space are to be constructed and are covered under provision 17 above.

25. ENVIRONMENTAL CONSIDERATIONS

The Lessor represents and certifies that the space offered for lease, common building areas, ventilation systems and zones serving the space leased, and the area above suspended ceilings and engineering space in the same ventilation zones as the spaced leased does not include asbestos-containing materials and was not a site used as a hazardous waste operation. If it is later determined that the presence or management of asbestos and/or hazardous waste has been misrepresented, the Government reserves the right to require the Lessor, at no cost to the Government, to abate (remove, encapsulate, enclose or repair) such asbestos and/or mitigate hazardous waste conditions, with such work performed in accordance with Federal (e.g. EPA, OSHA, and DOT), State and local regulations and guidance, or alternatively, the Government may terminate the lease. This is in addition to other remedies available to the Government.

26. MAINTENANCE OF BUILDING AND PREMISES - RIGHT OF ENTRY

Except in case of damage arising out of the willful act or negligence of a Government employee, Lessor shall maintain the premises, including the building and all equipment, fixtures, and appurtenances furnished by the Lessor under this lease, in good repair and condition so that they are suitable in appearance and capable of supplying such heat, air conditioning, light, ventilation, access and other things to the premises, without reasonably preventable or recurring disruption, as is required for Government access to, occupancy, possession, use and enjoyment of the premises as provided in this lease. For the purpose of so maintaining the premises, the Lessor may at reasonable times enter the premises with the approval of the authorized Government representative in charge.

27. INSPECTION

At all times, upon reasonable and proper notice, the leased premises shall be accessible for inspection by the Contracting Officer, or by architects, engineers, or other technicians representing the Contracting Officer, to determine whether the essential requirements of the solicitation or the lease requirements are met.

28. DAMAGE BY FIRE OR OTHER CASUALTY

If the said premises shall be destroyed by fire or other casualty this lease shall immediately terminate. In case of partial destruction or damage, so as to render the premises untenantable, as determined by the Government, the Government may terminate the lease by giving written notice to the Lessor within fifteen (15) days thereafter; if so terminated no rent shall accrue to the Lessor after such partial destruction or damage; and if not so terminated the rent shall be reduced proportionately by supplemental agreement hereto effective from the date of such partial destruction or damage.

29. UTILITY AND JOINT USE ADJUSTMENT

In the event that the Government vacates a portion of the leased premises prior to the expiration of the term and the Lessor is able to sublease all or part of the vacated premises on the Government's behalf, then an adjustment in utility, joint use charges, monthly rental payments, and Government pro-rata share of taxes shall be negotiated where applicable under the circumstances.

30. ADJUSTMENT FOR VACANT PREMISES

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 rates will be reduced.

b. The rate will be reduced by that portion of the costs per square foot of operating expenses not required to maintain the space. Said reduction must occur after the Government gives 30 calendar days prior notice to the Lessor and must continue in effect until the Government occupies the premises or the lease expires or is terminated.

31. USE AND QUIET ENJOYMENT

The Premises shall be used only for Government purposes. If the Government shall perform all of the covenants and agreements herein required to be performed by the Government, Government shall, subject to the terms of this Lease, at all times during the Lease term, have peaceful and quiet enjoyment of the premises against any person claiming by, through or under Lessor.

32. EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2020) – 52.222-36

a. Equal opportunity clause. The Lessor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by the Lessor to employ and advance in employment qualified individuals with disabilities.

b. Subcontracts. The Lessor shall include the terms of this clause in every subcontract or purchase order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 22.1408(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Lessor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

33. EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) – 52.222-35

a. Definitions. As used in this clause-

"Active-duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at Federal Acquisition Regulation (FAR) 22.1301.

b. Equal opportunity clause. The Lessor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans and requires affirmative action by the Lessor to employ and advance in employment qualified protected veterans.

c. Subcontracts. The Lessor shall insert the terms of this clause in subcontracts valued at or above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless exempted by rules, regulations, or orders of the Secretary of Labor. The Lessor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

34. COVENANT AGAINST CONTINGENT FEES

The Lessor warrants that no person or selling agency has been employed or retained to solicit or secure this lease upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Lessor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to rescind this lease without liability or in its discretion to deduct from the rental price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. (Licensed real estate agents or brokers having listings on property for rent, in accordance with general business practice, and who have not obtained such licenses for the sole purpose of effecting this lease, may be considered as bona fide employees or agencies within the exception contained in this clause.)

35. GRATUITIES TO GOVERNMENT EMPLOYEES

a. The Government may, by written notice to the Lessor, terminate the right of the Lessor to proceed under this lease if it is found, after notice and hearing by the Secretary of the Army or his duly authorized representative that gratuities (in the form of entertainment, gifts or otherwise) were offered or given by the Lessor or any agent or representative of the Lessor to any officer or employee of the Government with a view toward securing a lease or securing favorable treatment with respect to the awarding or amending, or the making of any determination, with respect to the performing of such lease; provided that the existence of facts upon which the Secretary of the Army or his duly authorized representative makes such finding shall be in issue and may be reviewed in any competent court.

b. In the event this lease is terminated as provided in Paragraph (a) above, the Government shall be entitled,

(1) to pursue the same remedies against the Lessor as it could pursue in the event of a breach of lease by the Lessor, (2) as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary of the Army or his duly authorized representative) which shall not be less than three nor more than ten times the costs incurred by the Lessor in providing any such gratuities to any such officer or employee.

c. The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this lease.

36. OFFICIALS NOT TO BENEFIT

No Member of or Delegate to Congress, or Resident Commissioner shall be admitted to any share or part of this lease contract, or to any benefit that may arise there from; but this provision shall not be construed to extend to this lease contract if made with a corporation for its general benefit.

37. ANTI-KICKBACK (JUN 2020) – 52.203-7

(a) Definitions.

Kickback, as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contract or in connection with a subcontract relating to a prime contract.

Person, as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual.

Prime contract, as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind.

Prime Contractor as used in this clause, means a person who has entered into a prime contract with the United States.

Prime Contractor employee, as used in this clause, means any officer, partner, employee, or agent of a prime Contractor.

Subcontract, as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract.

Subcontractor, as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor.

Subcontractor employee, as used in this clause, means any officer, partner, employee, or agent of a subcontractor.

(b) 41 U.S.C. chapter 87 http://uscode.house.gov/browse.xhtml;jsessionid=114A3287C7B3359E597506A31FC855B3, Kickbacks, prohibits any person from-

(1) Providing or attempting to provide or offering to provide any kickback;

(2) Soliciting, accepting, or attempting to accept any kickback; or

(3) Including, directly or indirectly, the amount of any kickback in the contract price charged by a prime Contractor to the United States or in the contract price charged by a subcontractor to a prime Contractor or higher tier subcontractor.

(c)

(1) The Contractor shall have in place and follow reasonable procedures designed to prevent and detect possible violations described in paragraph (b) of this clause in its own operations and direct business relationships.

(2) When the Contractor has reasonable grounds to believe that a violation described in paragraph (b) of this clause may have occurred, the Contractor shall promptly report in writing the possible violation. Such reports shall be made to the inspector general of the contracting agency, the head of the contracting agency if the agency does not have an inspector general, or the Attorney General.

(3) The Contractor shall cooperate fully with any Federal agency investigating a possible violation described in paragraph (b) of this clause.

(4) The Contracting Officer may (i) offset the amount of the kickback against any monies owed by the United States under the prime contract and/or (ii) direct that the Prime Contractor withhold from sums owed a subcontractor under the prime contract the amount of the kickback. The Contracting Officer may order that monies withheld under subdivision (c)(4)(ii) of this clause be paid over to the Government unless the Government has already offset those monies under subdivision (c)(4)(i) of this clause. In either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld.

(5) The Lessor agrees to incorporate the substance of this clause, including this paragraph (c)(5) but excepting paragraph (c)(1) of this clause, in all subcontracts under this contract that exceed the threshold specified in Federal Acquisition Regulation 3.502-2, www.acquisition.gov/far/3.502, (i) on the date of subcontract award.

38. EXAMINATION OF RECORDS

a. The Lessor agrees that the United States of America and/or the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under this lease, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Lessor involving transactions related to this lease.

b. The Lessor further agrees to include in all his contracts and subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or his representatives shall, until the expiration of 3 years after final payment under this lease with the Government have access to and the right to examine any directly pertinent books, documents, papers, and records of such contractor or subcontractor involving transactions related to the contract or subcontract.

39. RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)

During the term of the Lease, the Lessor may not establish vending facilities within the leased space that will compete with any Randolph-Sheppard vending facilities.

40. MUTUALITY OF OBLIGATION

The obligations and covenants of the Lessor, and the Government's obligation to pay rent and other Government obligations and covenants, arising under or related to this Lease, are interdependent. The Government may, upon issuance of and delivery to Lessor of a final decision asserting a claim against Lessor, set off such claim, in whole or in part, as against any payment or payments then or thereafter due the Lessor under this lease. No setoff pursuant to this clause shall constitute a breach by the Government of this lease.

41. SEVERABILITY

If any provision of this lease or the application thereof to any person, or if any circumstance is held invalid for any reason, such invalidity shall not affect the other provisions, or any other application of this lease which can be given effect without the invalid provision or application, and to this end, all the provisions of this lease are hereby declared to be severable.

42. THE GOVERNMENT'S SECURITY REQUIREMENTS / LESSOR'S ACCESS TO THE

PREMISES

The parties acknowledge that the Government has established certain security requirements respecting entry onto the Premises by the Lessor, its employees, agents and contractors (the "Government's Minimal Security Requirements"), including, but not limited to the following: (1) requirement for Lessor's advance notification to the Government of Lessor's intent to enter the Premises to conduct inspections, perform alterations or make repairs; (2) all persons requiring access to the Premises must be U.S. Citizens; (3) all persons requiring access must be escorted by a pre-arranged Government escort at all times while in the Premises. In the event that the Government imposes additional security requirements, other than those listed above, which causes the Lessor to incur additional costs beyond those it would have incurred in complying with the security requirements included in this lease, or if in complying with these existing security requirements the Lessor incurs additional costs beyond those which could reasonably be anticipated by the Lessor, upon written agreement of the Lessor and the Government, the Government shall reimburse the Lessor for such actual additional costs within forty-five (45) days of the Lessor's invoice(s) therefore (which invoice(s) shall include reasonable supporting documentation).

The Lessor is only responsible for complying with those additional security requirements of which it was given reasonable advance notice and sufficient time to comply.

It is agreed and understood that this provision is in effect as of the date this lease is signed by all parties regardless of the actual occupancy date or rental commencement date.

43. NON-PUBLICITY / SECURITY

It is a material condition of this agreement that the Lessor and its subcontractors shall comply with the security requirements of the Lease and shall not use or allow to be used with the Lessor’s knowledge any aspect of the Lease for publicity or advertisement. The Lessor shall not reveal to any of its subcontractors, to the press or use in advertising, unless specifically authorized by the Real Estate Contracting Officer (RECO), the identity of the Government agencies occupying the buildings. It is further understood that these obligations shall not expire upon completion or termination of this agreement but will continue indefinitely. The Lessor may request a waiver of the foregoing, but if such waiver is granted in the sole discretion of the RECO, Lessor shall not deviate therefrom unless so authorized in writing by the RECO. The Lessor’s failure to comply with these non-publicity and security requirements of this Lease constitutes a breach thereof. When directed by the Government, Lessor shall terminate any of its subcontractors, which fail to comply with these non-publicity and/or security requirements. Such termination shall be at no cost to the Government.

44. ESTOPPEL CERTIFICATE AND SUBORDINATION, NON-DISTURBANCE AND

ATTORNMENT AGREEMENT

At any time, and from time to time, within twenty (20) days after the Lessor shall request the same, the Government will execute, acknowledge and deliver to the Lessor and to such mortgagee or other party as may be designated by the Lessor, a certificate, in the exact format of the Government's pre-approved Estoppel Certificate and, or Subordination, Non-Disturbance and Attornment Agreement, copies of which are attached as EXHIBITS “D” & “E” respectively, containing such matters relating to this Lease or the status of performing of obligations of the parties hereunder as may be reasonably requested by the Lessor. If the Government fails to provide such agreements within twenty (20) days after request by the Lessor, the Government shall be deemed to have approved the contents of any such requested certificate.

45. PROMPT PAYMENT

The Government will make payments under the terms and conditions specified in this clause. Payment shall be considered as being made on the day a check is dated or an electronic funds transfer is made. All days referred to in this clause are calendar days, unless otherwise specified.

a. Payment due date.

(1) Rental payments. Rent shall be paid monthly in arrears and will be due NLT the 10th day of each month, and only as provided for by the lease.

(i) When the date for commencement of rent falls on the 15th day of the month or earlier, the initial monthly rental payment under this contract shall become due on the first workday of the month following the month in which the commencement of the rent is effective.

(ii) When the date for commencement of rent falls after the 15th day of the month, the initial monthly rental payment under this contract shall become due on the first workday of the second month following the month in which the commencement of the rent is effective.

(2) Other payments. The due date for making payments other than rent shall be the later of the following two events:

(i) The 30th day after the designated billing office has received a proper invoice from the Lessor.

(ii) The 30th day after the Government acceptance of the work or service. However, if the designated billing office fails to annotate the invoice with the actual date of receipt, the invoice payment due date shall be deemed to be the 30th day after the Contractor's invoice is dated, provided a proper invoice is received and there is no disagreement over quantity, quality or Lessor compliance with contract requirements.

b. Invoice and inspection requirements for payments other than rent.

(1) The Lessor shall prepare and submit an invoice to the designated billing office after completion of the work. A proper invoice shall include the following items:

(i) Name and address of the Lessor.

(ii) Invoice date.

(iii) Lease Number.

(iv) Government order number - or other authorization.

(v) Description, price, and quantity of work or services delivered.

(vi) Name and address of Lessor official to whom payment…