Exibit-A_HHSNNICHD6600_NIH_-_Standard_Lease_Form_L201C_NICHD6089.docx

LEASE NO. HHSN2922017000XXL

Global Lease

GSA FORM L201C (09/2015)

INSTRUCTIONS TO LEASING SPECIALIST: delete red text below (instructions to offerors) prior to finalizing lease document. additional red Xs or blanks throughout the document indicate required information to be input by the Leasing specialist – change red text to black text after input is complete.

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease form (GSA Lease Form L201C, hereinafter Lease Form). Upon selection for award, NIH will transcribe the successful Offeror’s final offered rent and other price data included on the lease proposal form (GSA Lease Proposal Form 1364C, hereinafter Lease Proposal Form) into a Lease Form, and transmit the completed Lease Form, together with appropriate attachments, to you for execution.

This Lease is made and entered into between

Lessor’s Name [INSERT LESSOR'S FULL LEGAL NAME EXACTLY AS PROVIDED BY LESSOR AND REGISTERED IN THE SYSTEM FOR AWARD MANAGEMENT (SAM).]

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

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

The United States of America

(Government), acting by and through the designated representative of the National Institutes of Health (NIH), upon the terms and conditions set forth herein.

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

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

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

action required: LEASING SPECIALIST TO INPUT THE REQUIRED LEASE TERM

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

15 Years, 15 Years Firm, 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.

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

[TYPE IN NAME OF LESSOR SIGNATORY AND TITLE, ENTITY NAME AND LEASE CONTRACTING OFFICER (LCO) NAME]

FOR THE LESSOR:

Name: ____________________________________________

Title: ____________________________________________

Entity Name: ____________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Name: Samuel Odilatu

Title: Lease Contracting Officer

National Institutes of Health

Date: ______________________________________________

WITNESSED FOR THE LESSOR BY:

Name: ____________________________________________

Title: ____________________________________________

Date: ____________________________________________ The information collection requirements contained in this Solicitation/Contract, that are not required by the regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163.

Template revised 09/13/2013

Template revised 09/30/2014

LEASE NO. GS-XXP-LXXXXXXX LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (09/13)

LEASE NO. HHSN2922017000XXL LESSOR: ______ GOVERNMENT: ________ GSA FORM L201C (09/14)

INSTRUCTIONS FOR CREATING LEASE AND REQUEST FOR LEASE PROPOSALS (RLP) DOCUMENTS

ALL INSTRUCTIONS FOR CREATING THESE DOCUMENTS ARE TYPED IN BLUE HIDDEN TEXT. YOU SHOULD WORK WITH THE HIDDEN TEXT SHOWING, EXCEPT WHEN PRINTING THE FINISHED DOCUMENT.

THIS TEMPLATE WAS UPDATED AS OF THE DATE SHOWN IN THE HEADER. THE DATE WILL NOT PRINT IF YOU TURN OFF THE HIDDEN TEXT PER THE INSTRUCTIONS BELOW. THE MOST UP-TO-DATE LEASE REFORM TEMPLATES ARE LOCATED ON THE NATIONAL OFFICE OF LEASING GOOGLE SITE.

TO REVEAL HIDDEN TEXT IN THE DOCUMENT—

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

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

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

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

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

TO TURN OFF HIDDEN TEXT: FOLLOW INSTRUCTIONS (1) THRU (5), ABOVE. WHEN YOU CLICK ON THE “HIDDEN TEXT” BOX, THE CHECKMARK WILL DISAPPEAR AND THE HIDDEN TEXT WILL NOT SHOW ON SCREEN OR IN PRINTED VERSIONS OF THE LEASE.

TO INPUT DATA: IF A PARAGRAPH HAS BOLD RED Xs, A DOLLAR SIGN ($) FOLLOWED BY UNDERSCORING, OR EMPTY UNDERSCORING (_______), INPUT THE REQUIRED INFORMATION.

TO DELETE AND MODIFY PARAGRAPHS—*

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

TO DELETE A PARAGRAPH (FOR EXAMPLE, 1.02)—

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

2. CLICK ON THE DELETE KEY TO DELETE THE TEXT

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

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

EXAMPLE: 2.05 OPERATING COST ADJUSTMENT INTENTIONALLY DELETED

5. ALTERNATELY, YOU MAY DELETE THE TITLE ALTOGETHER. USING YOUR CURSOR, CAREFULLY SELECT THE PARAGRAPH TITLE. OVERTYPE WITH THE WORDS “INTENTIONALLY DELETED.”

EXAMPLE: 2.05 INTENTIONALLY DELETED

TO DELETE A SUB-PARAGRAPH—

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

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

TO MODIFY ALL OR PART OF A PARAGRAPH

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

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

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

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

5. PASTE THE TITLE YOU JUST COPIED.

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

7. SAVE YOUR CHANGES.

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

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

2. RIGHT CLICK TO VIEW DROP-DOWN WINDOW.

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

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

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

TO ADD SECURITY REQUIREMENTS

ATTACH THE APPROPRIATE DOCUMENT TITLED “SECURITY REQUIREMENTS” AFTER CONSULTING WITH FPS AND THE AGENCY TO DETERMINE THEIR SPECIFIC REQUIREMENTS USING THE APPROPRIATE FACILITY SECURITY LEVEL (FSL) I, II, III, OR IV.

ALL PARAGRAPHS ARE STANDARDIZED FOR THIS MODEL AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING.

FOR THIS SECTION, DO NOT FILL IN ANY XX’S OR BLANKS PRIOR TO AWARD, EXCEPT AS FOLLOWS:

· FILL IN BROKER NAME UNDER PARAGRAPH 1.04, IF APPLICABLE

· FILL IN TERMINATION NOTICE UNDER PARAGRAPH 1.05

· ADJUST THE LIST OF ATTACHED DOCUMENTS UNDER PARAGRAPH 1.07

· FILL IN TIA AMOUNT UNDER PARAGRAPH 1.08 (NOTE: DO NOT FILL IN TIA AMOUNT IN 1.08 WHEN INSERTING TWO LEVELS OF TI ALLOWANCE UNDER RLP PARAGRAPH “TENANT IMPROVEMENTS INCLUDED IN OFFER” (USED ONLY WHEN AN EXISTING LESSOR COMPETES USING A LOWER TIA THAN OTHER OFFERORS)).

PRIOR TO AWARD, FILL IN REMAINING XX’S/BLANKS BASED ON SUCCESSFUL OFFEROR’S PROPOSAL

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (JUN 2015)

The Premises are described as follows:

ACTION REQUIRED:

INSERT AMOUNT OF SPACE STATED IN FINAL PROPOSAL REVISIONS, NOT THE RANGE REQUESTED IN THE RLP. IF FREE SPACE IS OFFERED, CONSULT THE LATEST EDITION OF THE PRICING DESK GUIDE. USE WHOLE NUMBERS FOR RSF AND ABOA SF; ROUND CAF TO NEAREST PERCENTAGE (E.G. 12 PERCENT). NOTE THAT THE OA TOOL WILL HAVE A SLIGHTLY DIFFERENT CAF, ROUNDING TO NINE DECIMAL PLACES.

EXHIBIT XX REFERS TO THE FLOOR PLANS PROVIDED BY THE SUCCESSFUL OFFEROR AND MUST DELINEATE THE SPACE UNDER LEASE.

FOR NEWLY CONSTRUCTED SPACE, SITE PLANS SHOULD ALSO BE ATTACHED.

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

B. Common Area Factor: The Common Area Factor (CAF) is established as XX percent. This factor, which represents the conversion from ABOA to rentable square feet, rounded to the nearest whole percentage, shall be used for purposes of rental adjustments in accordance with the Payment Clause of the General Clauses.

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

The Government shall have the non-exclusive right to the use of Appurtenant Areas, and shall have the right to post Rules and Regulations Governing Conduct on Federal Property, Title 41, CFR, Part 102-74, Subpart C within such areas. The Government will coordinate with Lessor to ensure signage is consistent with Lessor’s standards. Appurtenant to the Premises and included in the Lease are rights to use the following:

ACTION REQUIRED: INSERT TOTAL NUMBER OF PARKING SPACES AND SPECIFY WHETHER THEY ARE “STRUCTURED/INSIDE” OR “SURFACE/OUTSIDE.” IF PARKING SPACES ARE OFF-SITE, LESSOR MUST PROVIDE PROOF THAT IT OWNS THAT SITE OR HAS A LEASE FOR IT.

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

A. Parking: 25 parking spaces as depicted on the plan attached hereto as Exhibit XX, unreserved for the exclusive use of the Government, of which XX shall be structured/inside parking spaces, and XX shall be surface/outside parking spaces. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property. Lessor must provide parking to the Government and allow for in-out daily parking for visitors and patients at no additional charge to the Government.

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

B. Antennas, Satellite Dishes, and Related Transmission Devices: (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.

ACTION REQUIRED: aDJUST THE RENTAL RATES IN the TABLE TO REFLECT THE RENTAL RATES OF the LEASE AND ADJUST THE ti and BSac AMORTIZATION. add additional tables as necessary for multiple step rents.

Table defaults to TI and bsac rent dropping after firm term.

NOTE: THE INCLUSION OF THE AMORTIZED TI AND BSAC CANNOT CAUSE THE RENT TO EXCEED THE HIGH END OF THE MARKET, IN WHICH INSTANCE AN RWA IS NEEDED TO FUND THE EXCESS.

NOTE FOR TURNKEY MODELS: CONFIRM WHETHER THE TENANT IMPROVEMENT COSTS LISTED IN THE PROPOSAL EXCEED THE AGENCY’S AUTHORIZED TI TIER. IN ACCORDANCE WITH PRICING POLICY, TI COSTS IN EXCESS OF THE TIER CANNOT BE AMORTIZED INTO THE RENT UNLESS A DEVIATION IS GRANTED BY PORTFOLIO. IF THE TI COSTS EXCEED THE AUTHORIZED TIER, THE LEASING SPECIALIST MUST EITHER GAIN APPROVAL TO INCREASE THE TI ALLOWANCE, OR OBTAIN AN RWA FOR THE EXCESS TI COSTS. IN ADDITION, THE 1364 MUST BE REVISED TO REFLECT TO LOWER TI PRINCIPAL AND RENT RATE. INCLUDE LUMP SUM PAYMENT LANGUAGE UNDER SECTION 7.

1.03 RENT AND OTHER CONSIDERATION (SEP 2013)

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

FIRM TERM

ANNUAL RENT

1Shell rent calculation:

(Firm Term) $XX per RSF multiplied by XX RSF (Non Firm Term) $XX per RSF multiplied by XX RSF 2The Tenant Improvement Allowance of $XX is amortized at a rate of X percent per annum over XX years.

3Operating Costs rent calculation: $XX per RSF multiplied by XX RSF 4Building Specific Amortized Capital (BSAC) of $XX are amortized at a rate of X percent per annum over XX years 5Parking costs described under sub-paragraph H below

ACTION REQUIRED: insert this sub-paragraph only when amortizing ti or bsAC beyond the firm term of the lease. otherwise, delete.

ACTION REQUIRED:

· INPUT ABOA SF as stated under Lease paragraph 1.01

· delete B when using the succeeding/superseding lease model B. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not to exceed XX ABOA SF based upon the methodology outlined under the “Payment” clause of GSA Form 3517.

ACTION REQUIRED: delete C when using turnkey models (succeeding/superseding and streamlined options 1 and 3) C. Rent is subject to adjustment based upon the final Tenant Improvement (TI) cost to be amortized in the rental rate, as agreed upon by the parties subsequent to the Lease Award Date.

ACTION REQUIRED: INCLUDE SUB-PARAGRAPH D FOR FSL III AND IV (BSAC PRICING BASED ON PLACEHOLDER DOLLAR ESTIMATE; ACTUAL PRICING AFTER AWARD). OTHERWISE, DELETE FOR FSL I AND II.

D. INTENTIONALLY DELETED

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

1. The leasehold interest in the Property described in 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, contractor fees, attorney fees, permit fees, inspection fees, and similar such fees, and all related expenses.

ACTION REQUIRED: USE THE FIRST SUB-PARAGRAPH “3” BELOW FOR A “FULLY SERVICED” LEASE, AND DELETE THE SECOND SUB-PARAGRAPH. USE THE SECOND SUB-PARAGRAPH “3” BELOW FOR A “LEASE NET OF UTILITIES.” IDENTIFY WHICH UTILITIES (ELECTRIC AND/OR GAS) ARE NET, THEN DELETE THE FIRST SUB-PARAGRAPH “3.” ALSO DELETE ONE OF THE UTILITIES PARAGRAPHS IN THE “UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM” SECTION OF THIS LEASE ACCORDINGLY.

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.

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

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

I. In accordance with the Lease negotiations, the Lessor has offered free rent to the Government for the first XX (X) months of the Lease. Therefore, the first XX (X) months of the Lease shall be provided at no cost to the Government.

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

NOTE: Commissions and/or commission credits should be treated as confidential financial information and should not be disclosed to the public or used for any other purpose than that for which it was furnished, without consent of the LCO.

1.04 BROKER COMMISSION AND COMISSION CREDIT (SEPT 2015) – INTENTIONALLY DELETED

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

1.05 TERMINATION RIGHTS (AUG 2011) – INTENTIONALLY DELETED

ACTION REQUIRED: ENTER THE COMPLETE SET OF RENEWAL OPTION TERMS BELOW.

NOTE: IF A RENEWAL OPTION IS OFFERED THAT CAN BE EXERCISED WITHOUT FURTHER CONGRESSIONAL ACTION (PROSPECTUS), WHETHER OR NOT IT WAS SOLICITED OR EVALUATED, THE OPTION MUST BE INCLUDED IN THE ORIGINAL SCORING ANALYSIS (SEE LEASING DESK GUIDE CHAPTER 9 AND APPENDIX F).

NOTE: ANY UNEVALUATED RENEWAL OPTION MUST BE EVALUATED PRIOR TO EXERCISING SUCH OPTION (SEE LEASING DESK GUIDE CHAPTER 9).

1.06 RENEWAL RIGHTS (SEP 2013) – INTENTIONALLY DELETED

ACTION REQUIRED:

The list of attachments is not comprehensive. Adjust the list as appropriate for the specific transaction (FOR EXAMPLE, YOU MAY NEED TO ADD AN OFFEROR’S APPROVED ASBESTOS MANAGEMENT PLAN).

EXHIBITS SHOULD BE labeled with sequential letters.

Action required:

delete attachments that are not applicable (for example, SEISMIC PRE-AWARD RETROFIT COMMITMENT, small business subcontracting plan, lease amendments, etc.).

include dids obtained during negotiations, when using streamlined model option 3.

Note:

the LCO may decide it is more suitable to incorporate some extensive or sensitive documents by reference (for example, the courts design guide).

agency requirements refer to either specific requirements or special requirements, depending upon whether a turnkey approach is used.

1.07 DOCUMENTS INCORPORATED in the lease (SEP 2013)

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

DOCUMENT NAME

NO. OF PAGES

EXHIBIT

FLOOR PLAN(S)

PARKING PLAN(S)

AGENCY MINIMUM TECHNICAL REQUIREMENTS [USE “SPECIFIC” ONLY FOR TURNKEY MODELS. OTHERWISE USE “SPECIAL”]

SECURITY REQUIREMENTS

SECURITY UNIT PRICE LIST

GSA FORM 3517B GENERAL CLAUSES

GSA FORM 3518, SAM, ADDENDUM TO SYSTEM FOR AWARD MANAGEMENT (SAM) REPRESENTATIONS AND CERTIFICATIONS (ACQUISITIONS OF LEASEHOLD INTERESTS IN REAL PROPERTY)

SMALL BUSINESS SUBCONTRACTING PLAN

LEASE AMENDMENT(S) ISSUED UNDER RLP AMENDMENT NO. X

AGENCY PROGRAM OF REQUIREMENTS

ACTION REQUIRED: Leasing Specialist to enter TI Allowance prior to issuance of lease document with RLP, except when inserting two levels of TI allowance under RLP paragraph “tenant improvements included in offer.

1.08 TENANT IMPROVEMENT ALLOWANCE (AUG 2011)

The Tenant Improvement Allowance (TIA) for purposes of this Lease is $130.00 per ABOA SF. The TIA is the amount that the Lessor shall make available for the Government to be used for TIs. This amount is amortized in the rent over the Firm Term of this Lease at an annual interest rate of X percent.

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

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

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

ACTION REQUIRED: FOR MODELS USING A TENANT IMPROVEMENT ALLOWANCE (STANDARD OR STREAMLINED OPTION 2), ENTER THE DOLLAR AMOUNT, DOLLAR RATE, OR PERCENTAGE. DELETE FOR TURNKEY MODELS.

1.09 TENANT IMPROVEMENT FEE SCHEDULE (JUN 2012)

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

INITIAL

BUILD-OUT

*Applicable only of Tenant elects to pursue LEED CI

ACTION REQUIRED: MANDATORY FOR ACTIONS DESIGNATED AT FACILITY SECURITY LEVEL (FSL) III OR IV, WHICH REQUIRES OFFERORS TO DETERMINE BSAC RENT BASED UPON AN ESTIMATED DOLLAR AMOUNT SUPPLIED BY THE GOVERNMENT. OTHERWISE, DELETE FOR FSL I AND II.

ACTION REQUIRED. LEASING SPECIALIST MUST ENTER THE BSAC PRIOR TO ISSUING LEASE DOCUMENT WITH THE RLP. FOR FSL III, INSERT $25.00 PER ABOA SF. FOR FSL IV, INSERT $35.00 PER ABOA SF. THESE NUMBERS ARE ESTIMATED BASED ON THE FSL.

INSERT THE AMORTIZATION RATE AT LEASE AWARD.

1.010 building specific amortized capital (sep 2012) – INTENTIONALLY DELETED

ACTION REQUIRED: MANDATORY FOR ACTIONS DESIGNATED AT FACILITY SECURITY LEVEL (FSL) III OR IV, WHICH REQUIRES OFFERORS TO DETERMINE BSAC RENT BASED UPON AN ESTIMATED DOLLAR AMOUNT SUPPLIED BY THE GOVERNMENT. OTHERWISE, DELETE FOR FSL I AND II.

1.011 Building specific amortized capital rental adjustment (SEP 2013) – INTENTIONALLY DELETED

1.012 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (JUN 2012)

As of the Lease Award Date, the Government’s Percentage of Occupancy, as defined in the “Real Estate Tax Adjustment” paragraph of this Lease is XX percent. The Percentage of Occupancy is derived by dividing the total Government Space of XX RSF by the total Building space of XX RSF.

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

NOTE: A NEGOTIATED TAX BASE AMOUNT SHOULD ONLY BE ESTABLISHED AFTER CAREFUL RESEARCH TO CONFIRM THAT IT ACCURATELY REFLECTS THE ANTICIPATED TAX BASE FOR THE PROPERTY, FULLY ASSESSED, FOR THE FIRST YEAR OF OCCUPANCY. SETTING A TAX BASE THAT IS TOO LOW SHIFTS RISK TO THE GOVERNMENT.

1.013 Real estate tax base (SEP 2013) – INTENTIONALLY DELETED

1.014 OPERATING COST BASE (SEP 2013)

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

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

NOTE: ALWAYS ATTEMPT TO NEGOTIATE AN ADJUSTMENT FOR VACANT PREMISES PRIOR TO LEASE AWARD. IDEALLY, NEGOTIATE OUT ALL NON-REQUIRED SERVICES AND UTILITIES IN THE VACANT SPACE.

1.015 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.

ACTION REQUIRED: CHANGE THIS PARAGRAPH AS APPLICABLE TO INCLUDE RATES PER ZONE, NO. OF ZONES, RATE FOR ENTIRE SPACE; DELETE INAPPLICABLE BULLETS

1.016 HOURLY overtime HVAC RATES (AUG 2011)

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

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

NOTE: 24 HR HVAC MAY ONLY BE INCLUDED IN THE OPERATING RENT FOR LAN ROOMS 500 ABOA SF OR LESS IN SIZE.

ACTION REQUIRED: CONFIRM WHETHER CLIENT AGENCY REQUIRES DESIGNATED SERVER (LAN) ROOM WITH 24HR COOLING. IF THE AREA REQUIRING 24HR COOLING IS 500 ABOA SF OR LESS, DELETE THIS PARAGRAPH AND USE 6.05(G), WHICH ROLLS THIS HVAC COST INTO THE OPERATING RENT INSTEAD.

IF THE AREA REQUIRING 24HR COOLING EXCEEDS 500 ABOA SF, USE THIS PARAGRAPH WHICH REQUIRES SEPARATE MONTHLY INVOICING. PRIOR TO ISSUING RLP PACKAGE, INSERT SQUARE FOOTAGE AND BTU OUTPUT. ADJUST HUMIDITY LEVEL AS NEEDED. INSERT ADDRESS OF LCO OR DESIGNATED REPRESENTATIVE. THE NEGOTIATED OT RATE FOR 24/7 COOLING SHOULD BE A NOMINAL AMOUNT, SEPARATE FROM THE STANDARD OVERTIME RATE USED FOR HOURLY OVERTIME HVAC FOR THE ENTIRE PREMISES.

NOTE: FOR MULTI-TENANT LEASES, THE 500 ABOA SF THRESHOLD APPLIES TO EACH CLIENT AGENCY (AGENCY BUREAU CODE).

1.017 24-HOUR HVAC REQUIREMENT (SEP 2014)

A. Portions of the Space, as set forth in the attached POR (including but not limited to the MDF Room, LAN Rooms), shall receive cooling at all times (24 hrs a day, 365 days a year). The Lessor shall provide and install separate meters or submeters as necessary to track the actual electricity consumed to operate and cool such areas and the Government shall pay the actual cost of such electricity separate and apart from the rental payment set forth in Paragraph 1.03 above.

B. The Lessor shall submit monthly invoices, in arrears, for this cost to the LCO or the LCO’s designated representative at the address below:

Samuel Odilatu 9000 Rockville Pike, Bldg. 13, Room 2E47 Bethesda, Maryland 20892

C. Notwithstanding the foregoing, Lessor shall provide this service at no additional cost to the Government if the Lessor provides this service to other tenants in the Building at no additional charge.

ACTION REQUIRED: USE THE FOLLOWING PARAGRAPH IF THE OFFER INCLUDED COMMITMENTS TO PERFORM BUILDING UPGRADES IN ORDER TO BE ELIGIBLE FOR AWARD.

BE SPECIFIC IN DESCRIBING THE IMPROVEMENTS TO BE COMPLETED. IF NECESSARY, PROVIDE THE INFORMATION IN AN ATTACHMENT AS AN EXHIBIT, ADD THE STATEMENT “AS DESCRIBED IN THE ATTACHED EXHIBIT ‘X’” AND ATTACH THAT EXHIBIT TO THE LEASE.

ADD OR DELETE SUB-PARAGRAPHS AS APPROPRIATE.

LIST THE INFORMATION IN THE LETTERED SUB-PARAGRAPHS BELOW. EXAMPLES INCLUDE:

· FIRE PROTECTION AND LIFE SAFETY UPGRADES

· ABAAS UPGRADES

· SEISMIC RETROFIT: USE SUGGESTED LANGUAGE AS FOLLOWS: “THE LESSOR HAS COMMITTED ON SEISMIC FORM C (EXHIBIT _____ TO THIS LEASE) TO DO A SEISMIC RETROFIT, AND TO MEET ALL OF THE SEISMIC REQUIREMENTS IN THIS LEASE.”

· ENERGY EFFICIENCY UPGRADES FOR ACTIONS EXEMPTED FROM ENERGY STAR LABEL REQUIREMENTS IF THE OFFER DID NOT INCLUDE COMMITMENTS TO PERFORM BUILDING UPGRADES, DELETE THIS PARAGRAPH.

1.018 BUILDING IMPROVEMENTS (SEP 2012)

Before the Government accepts the Space, the Lessor shall complete the following additional Building improvements:

A. All building shell renovations and improvements necessary to meet the requirements of this GSA Form L100, including but not limited to the work identified in the Fire Protection and Life Safety Rider #1 attached hereto as Exhibit A.

ACTION REQUIRED: INSERTION OF THIS PARAGRAPH IS MANDATORY AS PART OF THE INITIAL RLP PACKAGE ISSUANCE. THE PARAGRAPH MAY BE DELETED AS PART OF THE FINAL LEASE AGREEMENT IF NOT APPLICABLE (WHEN THE LESSOR IS NOT A QUALIFIED HUBZONE SMALL BUSINESS CONCERN OR IS A QUALIFIED HUBZONE SMALL BUSINESS CONCERN THAT WAIVED PRICE EVALUATION PREFERENCE DURING THE PROCUREMENT).

1.019 HUBZONE SMALL BUSINESS CONCERNS ADDITIONAL PERFORMANCE REQUIREMENTS (MAR 2012)

If the Lessor is a qualified HUBZone small business concern (SBC) that did not waive the price evaluation preference then as required by 13 C.F.R. 126.700, the HUBZone SBC must spend at least 50% of the cost of the contract incurred for personnel on its own employees or employees of other qualified HUBZone SBC’s and must meet the performance of the work requirements for subcontracting in 13 C.F.R. § 125.6(c). If the Lessor is a HUBZone joint venture, the aggregate of the qualified HUBZone SBC’s to the joint venture, not each concern separately, must perform the applicable percentage of work required by this clause.

SECTION 2 General Terms, conditions, and Standards

2.01 DEFINITIONS AND General Terms (SEP 2013)

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

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

B. Building. The building(s) situated on the Property in which the Premises are located shall be referred to as the Building(s).

C. Common Area Factor (CAF). The Common Area Factor (CAF) is a conversion factor determined by the Building owner and applied by the owner to the ABOA SF to determine the RSF for the leased Space. The CAF is expressed as a percentage of the difference between the amount of rentable SF and ABOA SF, divided by the ABOA SF. For example 11,500 RSF and 10,000 ABOA SF will have a CAF of 15% [(11,500 RSF-10,000 ABOA SF)/10,000 ABOA SF]. For the purposes of this Lease, the CAF shall be determined in accordance with the applicable ANSI/BOMA standard for the type of space to which the CAF shall apply.

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

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

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

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

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

I. Lease Award Date. The Lease Award Date means the date of execution of the Lease by the LCO and the mailing or otherwise furnishing written notification of the executed Lease to the successful Offeror (and on which the parties’ obligations under the Lease begin).

J. Premises. The Premises are defined as the total Office Area or other type of Space, together with all associated common areas, described in Section 1 of this Lease, and delineated by plan in the attached exhibit. Parking and other areas to which the Government has rights under this Lease are not included in the Premises.

K. Property. The Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant Areas (e.g., parking areas) to which the Government is granted rights.

L. Rentable Space or Rentable Square Feet (RSF). Rentable Space is the area for which a tenant is charged rent. It is determined by the Building owner and may vary by city or by building within the same city. The Rentable Space may include a share of Building support/common areas such as elevator lobbies, Building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The Rentable Space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Rentable Square Feet is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.) included in the Premises: ABOA SF of Space x (1 + CAF) = RSF.

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

N. Office Area. For the purposes of this Lease, Space shall be measured in accordance with the standard (Z65.1-1996) provided by American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) for Office Area, which means “the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed.” References to ABOA mean ANSI/BOMA Office Area. Floor common area, including rest rooms, janitors closets, telephone and electrical closets, mechanical rooms, elevator lobbies, and public or fire safety egress corridors are not included.

O. Working Days. Working Days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays.

2.02 AUTHORIZED REPRESENTATIVES (JUN 2012)

The 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 (SEP 2013)

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, Modification of Contract – STANDARD FORM 30,, Order for Supplies or Services, or, when specifically authorized to do so by the LCO, a tenant agency-approved form. The GSAM clause, 552.270-31, Prompt Payment, including its invoice requirements, shall apply to orders for alterations. All orders are subject to the terms and conditions of this Lease and may be placed by the LCO or a warranted contracting officer’s representative (COR) in GSA or the tenant agency when specifically authorized to do so by the Lease Contracting Officer, subject to the threshold limitation below.

B. Orders for alterations issued by an authorized COR are limited to no more than $150,000 (LCOs are not subject to this threshold). This threshold will change according to future adjustments of the simplified acquisition threshold (see FAR 2.101). The LCO will provide the Lessor with a list of tenant agency officials authorized to place orders and will specify any limitations on the authority delegated to tenant agency officials. The tenant agency officials are not authorized to deal with the Lessor on any other matters.

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

2.04 WAIVER OF RESTORATION (APR 2011)

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

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

2.05 – INTENTIONALLY DELETED

2.06 CHANGE OF OWNERSHIP (SEP 2013)

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

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

C. If title to the Property is transferred, or the Lease is assigned, the Government, the original Lessor (Transferor), and the new owner or assignee (Transferee) shall execute a Novation Agreement providing for the transfer of Transferor's rights and obligations under the Lease to the Transferee. When executed on behalf of the Government, a Novation Agreement will be made part of the Lease via 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 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 Central Contractor Registration (CCR) database, now the System for Award Management (SAM) (See FAR 52.232-33), and complete and sign GSA Form 3518, Representations and Certifications.

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

action required: optional paragraph. may be deleted if tax adjustments are not contemplated for the procurement or if the successful offeror is not seeking future tax adjustments.

note: for some states (CALIFORNIA, for example) it will be necessary to modify this PARAGRAPH.

2.07 REAL ESTATE TAX ADJUSTMENT (JUN 2012)

A. Purpose: This paragraph provides for adjustment in the rent (tax adjustment) to account for increases or decreases in Real Estate Taxes for the Property after the establishment of the Real Estate Tax Base, as those terms are defined herein. Tax adjustments shall be calculated in accordance with this paragraph.

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

Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant Areas (e.g., parking areas to which the Government is granted rights).

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

Taxing Authority is a state, commonwealth, territory, county, city, parish, or political subdivision thereof, authorized by law to levy, assess, and collect Real Estate…