Fort_Worth_(XDB)_2010-02-26.pdf

Building:

Landlord:

Northrop Grumman Technical Services. Inc.

Fort Worth. Texas 76135

FULL OFFICE LEASE - MUL Tl-TENANT

XDB

5932 Quebec Street, Suite 140, Fort Worth, TX 76135

Landmark Loop 820, Ltd.

Landlord's Address: C/O Wilson & Stonaker, LLC Mail: PO Box 93898, Southlake, TX 76092 Physical: 2112 Kimball Hill Court, Southlake, TX 76092 Attn: William E. Stonaker

Wire Instructions and/or Address for Rent Payment: electronic deposit, monthly rent Ban.le:

BANK NAME: Branch Banking & Trust BANK ADDRESS: 270 N Kimball Avenue CITY ST A TE ZIP CODE: Southlake, TX 76092

BANK TELE NUMBER: 817-310-4800

OWNER NAME: Landmark Loop 820, Ltd.

ADDRESS: P.O. Box 93898 CITY ST A TE ZIP CODE: Southlake, TX 76092 Routing Number 062001319 Account Number 8041781116 Type of Account Checking

Lease Date: February M_ , 2010 (the latest date the Lease is executed by both the Tenant and Landlord)

Tenant: Northrop Grumman Technical Services, Inc.

An Oklahoma Corporation

Tenant's Notice Address:

12900 Federal Systems Park Drive MS: FPl/5177 Fairfax, VA 22033-4411 Attention: PMO Senior Facilities Manager

With Copies to: Northrop Grumman Corporation 1840 Century Park East Los Angeles, CA 90067-2199 Attn: Real Estate Department, Legal Notices

Premises: 5932 Quebec Street, Suite 140, Fort Worth, TX 76135

Premises Rentable Area:

5,000 square feet as may be adjusted by the final measurement of the Premises.

Rent Commencement Date: ___ _, 2010 (the day after the Certificate of Occupancy (the "CO") is issued.)

Lease Commencement Date: ___ ___, 2010 (the day after the Certificate of Occupancy is issued.)

Effective Date: TBD Page 1 of 44 XDBI Fort Worth CIS lease AL I 20 !Ox FINAL.doc Revision I

Lease Term: Five (5) years with two five-year options at stated rents.

Lease Expiration Date: 20 l 5for the initial term which is five years after the Rent/Lease Commencement Date unless Section I.OS Early Termination is engaged.

A IR d M hi I II fR nnua entan ont 1y nsta ment o ent:

Rentable Annual Rent Annual Rent

Period Square Per Monthly Rent New Base Year Foota2e Square Foot

Initial 5-years 5,000 $16.65 $6,937.50 $83,250.00 151 Option

1st Renewal 5,000 $19.15 $7,979.17 $95,750.00 Option Term

2llCI Ootion 2nc1 Renewal 5,000 $22.00 $9,166.67 $110,000.00 Option Term

Tenant's Pro Rata Share for Additional Rent: (Taxes+ Utilities+ Common Area Maintenance+ Insurance): 29.76% (5,000 SF / 16,800 SF)

Tenant's estimated charges for base year lease after applying Tenant's Pro Rata Share of29.76 % Annual $ 22,750.00 Monthly$ 1,895.83

NOTE: CAM charges include potable water supply and rubbish removal unless noted here differently.

Parking Spaces: common parking

Effective Date: TBD Page 2 of 44 XDBI Fort Worth CIS lease AL I 20 I Ox FINAL.doc Revision 1

Northrop Grumman Technical Services Inc (NGTSI) Office Lease

OFFICE LEASE - MULTI TENANT

SECTION I-BASIC LEASE PROVISIONS

1.01. Date and parties. This lease ("Lease") is made between

LANDMARK LOOP 820, LTD. ("Landlord") and NORTHROP GRUMMAN TECHNICAL SERVICES, INC. an Oklahoma Corporation ("Tenant"). Landlord is a Limited Partnership, organized under the laws of Texas, with principal offices at 325 Miron, Suite 110, Southlake, TX 76092. Tenant is a corporation, organized under the laws of the state of Oklahoma, with principal offices at c/o Northrop Grumman Corporation, 1840 Century Park East, Los Angeles, California 90067-2199 Attn: Real Estate Department - Legal Notices.

1.02. Premises. Landlord leases to Tenant the Premises and

improvements depicted on Exhibit A, located at 5932 Quebec Street, Suite 140, Fort Worth, TX 76135, ("Premises"). The Premises contain the fixtures, improvements, and other property now installed. Landlord warrants that the Premises contain 5,000 rentable square feet and the Building in which the Premises are located as part of a complex containing 16.SOO rentable square feet, each measured in accordance with the methods specified in the SOMA publication ANSI 265.1-1980 (as reaffirmed in 1989). Tenant and its agents, employees, and invitees, shall have the nonexclusive right with others designated by Landlord to the free use of the common areas in the Building and of the Land ("Land") on which the Building is located for the common areas' intended and normal purpose.

1.03. Use. Tenant shall use the Premises for a United States

Citizenship and Immigration Services (USCIS) Application Support Center (ASC) and/or general office use for purposes incidental thereto and/or any legally permitted use. Utilization of the Premises for this purpose may require security, including the utilization of armed guards, and/or security devices such as x-ray equipment or magnetometers which are expressly permitted under this lease.

Landlord warrants that applicable laws, ordinances, regulations, and restrictive covenants permit the Premises to be occupied for general office use.

1.04. Term.

l.04(a). Term. The term of the Lease shall begin on the date Landlord delivers access to the Premises. The term of the Lease shall end ("Lease Expiration Date") at midnight on the day before the fifth (5th) anniversary of the Rent Commencement Date, as hereafter defined, unless ended earlier or extended as provided for in this Lease. This Lease provides for two (2) each optional continuation periods of five (5) years each, as described in Section 10 below.

Within thirty days after the Rent Commencement Date the parties shall confirm in writing the Lease Commencement Date, Rent Commencement Date and Lease Expiration Date, which defines the Lease's term ("Term").

If the Rent Commencement Date is any day other than the first day of the month, the rent shall be prorated and the Lease Expiration Date shall be the last day of the month that is a full sixty (60) calendar months following the Rent Commencement Date.

J.04(b). Delivery of Possession. Delivery of possession shall be the date, after signing of this Lease by both parties, upon which Landlord delivers to Tenant keys to the Premises and exclusive possession of the entire unoccupied Premises.

l.04(c) Premises Condition. Landlord shall demolish all existing improvements as required by Tenant and deliver the space in broom clean condition. The Premises shall contain a separate and independent HV AC system. Landlord shall assure that the HV AC system shall be serviced and in operable condition prior to the Rent Commencement Date and include a six (6) month warranty for the repair and/or replacement of any equipment associated with the HV AC system to the Premises.

1.05 Early Termination. Notwithstanding the Expiration Date as set forth herein, Tenant shall have the right exercisable at any time after

(i) the thirty six (36) month anniversary of the Commencement Date to terminate the remainder of the Term of this Lease, upon giving at least six (6) months' notice to Landlord or (ii) the first anniversary if

(A) Tenant's contract(s) with the U.S. Government requiring Tenant's presence in the Premises are terminated, not renewed or funding is cut or re-programmed by fifty percent (50%) or more; or

(B) the U.S. Government directs an assignment or tennination of contract(s) which equals or exceeds fifty percent (50%) of the contract price, upon giving at least ninety (90) days notice. In such event, Tenant shall pay to Landlord, the balance of the remaining unamortized cost of any Improvements paid by Landlord and the brokerage commission (each amortized over the Term using the straight-line method, without interest). The Tenant shall continue making monthly lease payments throughout the normal term of the interrupted lease tenn year but not less than sixty (60) days payments.

The Landlord shall use his full resources to locate another tenant during this period. The Landlord and Tenant may substitute this obligation with a lump sum cash settlement provided by the Tenant.

1.06 improvements. Landlord shall make the improvements to the Premises identified in Exhibit B (the "Improvements"). The Improvements shall be completed in a good and workmanlike manner and comply with all applicable laws, ordinances, rules, and regulations of governmental authorities, including all Applicable Laws.

SECTION 2-RENT AND SECURITY

2.01. Rent.

2.0/(a). Base Rent. Commencing with the Rent Commencement Date, Tenant shall pay to Landlord a monthly rent ("Rent") of $6,937.50 for each month of the first five (5) year Term. Each monthly installment of the Rent shall be paid without advance notice, demand, offset, or deduction unless the offset or deduction is made by Tenant as pennitted herein on or before the first day of each month during the Term at the address specified in Section I.OJ hereof.

The Rent Commencement Date shall be the date after completing the Improvements and obtaining necessary permits including the Certificate of Occupancy.

2.02. Additional Rent.

2.02(a) Additional Rent. In addition to paying the Rent specified in Section 2.01 hereof, Tenant shall also pay as Additional Rent the amounts determined in accordance with this Section 2.02. Tenant shall pay Tenant's Pro Rata Share (Taxes + Utilities + CAM + Insurance) as (1) Real Estate Taxes, (2) utilities costs for services to common areas of the Building, (3) maintenance costs and expenses associated with maintenance of common areas of the Building and

Effective Date: TBD Page 3 of 44 XDB I Fort Worth CIS lease AL I 20 IOx FINAL.doc Revision I exterior in a manner comparable to Buildings of a similar class in the metropolitan area where the Building is located, and (4) Landlord's cost of carrying adequate insurance on the Property, Building and improvements thereto. For purposes hereof, "Tenant's pro rata share" means 29.76% (percent), calculated by dividing the rentable square footage of the Premises (numerator) by the rentable square footage of the Building (denominator). "Real Estate Taxes" means

(1) real property taxes and currently due installments of assessments, special or otherwise, imposed upon the Property, (2) reasonable legal fees, costs, and disbursements incurred for proceedings to contest, determine, or reduce Real Estate Taxes, but only to the extent the Real Estate Taxes are reduced, and (3) taxes which are imposed in lieu of real property taxes on the Building and/or the Land. The following shall be excluded from Real Estate Taxes: ( 1) federal, state, or local income taxes, (2) franchise, gift, transfer, excise, capital stock, estate, succession, or inheritance taxes, (3) penalties or interest for late payment of Real Estate Taxes, (4) the portion of Real Estate Taxes that is allocable to any Building capital improvements made after the Lease was signed, except to the extent the additional improvements directly benefit all tenants or at least directly benefit Tenant.

2.03. Personal Property Tax. Before delinquency Tenant shall pay taxes assessed during the Term against trade fixtures or personal property placed by Tenant in the Premises. If these taxes are assessed against the Building, Tenant shall pay its share of the taxes to Landlord on the later of (i) ten (10) business days after receiving Landlord's written statement setting forth the amount of taxes applicable to Tenant's property and the basis for the charge to Tenant, or (ii) the date the taxes are due. Tenant's failure to pay within such period shall entitle Landlord to the same remedies it has upon Tenant's failure to pay Rent subject to the cure period in paragraph 7.0l(a) (i).

2. 04. Security Deposit. No security deposit shall be required in connection with this Lease.

SECTION 3-AFFIRMA TIVE OBLIGATIONS

3.01. Compliance with Laws.

3.0l(a). Landlord's Compliance. Landlord warrants that on the Lease Commencement Date, the Building wilt comply with all applicable laws, ordinances, rules, codes, and regulations of governmental authorities including the Americans with Disabilities Act (the "ADA") ("Applicable Laws"). During the Term, Landlord shall comply with all Applicable Laws, regarding the Premises and Building except to the extent Tenant must comply under paragraph 3.0l(b) hereof

3.0l(b). Tenant's Compliance. Tenant shall comply with all Applicable Laws: (i) regarding the physical condition of the Premises, but only to the extent the Applicable Laws pertain to the particular manner in which Tenant uses the Premises; or (ii) that do not relate to the physical condition of the Premises but relate to the lawful use of the Premises and with which only the occupant can comply, such as laws governing maximum occupancy, workplace smoking, and illegal business operations.

3.0/(c). Compliance Limits. If Tenant's compliance requires alterations, changes, or additions to the Premises that exceed one month's Base Rent, then Tenant, instead of complying with Applicable Laws as required in the preceding paragraph, may terminate the Lease by giving prompt notice to Landlord. If Tenant terminates the Lease, Landlord may within ten ( 10) days of receiving Tenant's notice of termination, agree to comply with the Applicable Laws at Landlord's expense by giving Tenant notice and this Lease shall continue in effect If it is to expire, the Tenant shall continue making monthly lease payments throughout the normal term of the interrupted lease term until the Landlord, using his full resources, locates another tenant. The Landlord and Tenant may substitute this obligation with a lump sum cash settlement provided by the Tenant.

3.02. Environmental Mailers.

3.02(a). Definitions.

(i) The term "Hazardous Substance" means any substance that is at any pertinent time defined or listed in, or otherwise classified, designated, or regulated pursuant to, any Environmental Law as a hazardous substance, hazardous material, extremely hazardous substance, hazardous waste, hazardous chemical, infectious waste, toxic substance, toxic pollutant or solid waste, or any other legislative or regulatory formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, react1V1ty, carcinogen1c1ty, toxicity, reproductive toxicity or EP toxicity, including, without limitation, friable asbestos mold (including, without limitation, fungi, fungal spores, fragments, metabolites, mycotoxins and volatile organic compounds), lead and polychlorinated biphenyls and also including oil and petroleum, petroleum products, by-products and wastes, and by-products associated with the extraction, refining, or use of petroleum or petroleum products, whether or not so defined, listed, classified, designated or regulated pursuant to "Environmental Laws."

(ii) The term "Environmental Law" means any statute, law, act, ordinance, rule, regulation, order, decree, or ruling of any federal, state and/or local governmental, quasi-governmental, administrative or judicial body, agency, board, commission or other authority relating to the protection of health and/or the environment or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling, release, and/or transportation of Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the Federal Water Pollution Control Act, the Clean Air Act, the Clean Water Act, the Haz.ardous Materials Transportation Act, the Toxic Substances Control Act, the Emergency Planning and Community Right To Know Act, and the environmental control laws of the state in which the Premises are located, each as now existing or hereafter amended, and all regulations and interpretive guidelines and publications respectively promulgated there under.

3.02(b). Environmental Representations and Warranties.

(i) Landlord's Representations and Warranties. As a material inducement to Tenant to enter into this Lease, Landlord represents and warrants to Tenant, its officers, directors, shareholders, members, partners, agents and employees, that: (a) none of the Building, the Land or the Premises is or has been used by Landlord or any person for the handling, generation, manufacture, production, storage, discharge, treatment, removal, transport or disposal of Hazardous Substances, except in strict compliance with all Environmental Laws or such that would not require notification to any governmental authority, or any removal or remedial action under

Effective Date: TBD Page4 of44 XDBI Fort Worth CIS lease AL I 20 IOx FINAL.doc Revision I any Environmental Law, (b) no release of any Hazardous Substance has occurred at, on, under, or from the Premises, the Building or the Land, (c) no underground storage tanks have existed or been installed at or under the Premises, the Building or the Land, and (d) there have been no actual or threatened orders, investigations, proceedings or inquiries by any governmental, quasi-governmental, administrative or judicial body, agency, board, commission or other authority relating to the existence of Hazardous Substances at, on or under, or migrating, flowing or leaking to or from the Premises, the Building or the Land. Landlord represents and warrants that there is no asbestos or lead-based paint in the Building, that radon gas is not present in the Building at levels exceeding 2 pico curies per liter of air, and that the HV AC (as defined below) system(s) serving the Premises and the Building has been constructed, maintained and operated in accordance with applicable laws and best practices and guidelines and that the HV AC system and indoor air are reasonably free of mold, fungi, fungaJ spores, fragments and metabolites, mycotoxins and volatile organic compounds.

(ii) Tenant's Representations and Warranties. Tenant represents and warrants to Landlord, its officers, directors, shareholders, members, partners, agents and employees, that the conduct of Tenant's business at the Premises does not involve and will not involve the use, handling, generation, manufacture, production, storage, discharge, treatment, removal, transport, or disposal of any Hazardous Substance except for such quantities necessary for or incidental to the conduct of Tenant's business at the Premises.

3.02(c). Environmental Covenants.

(i) Tenant will not use, handle, generate, manufacture, produce, store, discharge, treat, remove, transport, or dispose of Hazardous Substances at, in, upon, under, to or from the Premises except for such quantities necessary for or incidental to the conduct of Tenant's business at the Premises. Tenant shall, at its sole cost and expense, observe, perform, and comply with all Environmental Laws applicable to the activities of Tenant at the Premises and all enforcement, cleanup, removal, and mitigation orders or other governmental, regulatory, or judicial acts or orders instituted pursuant to any Environmental Law affecting the Premises, which relate to or arise out of acts or failures to act on the part of Tenant during the tenn of this Lease, and shall make all repairs and restorations to the Premises required following the completion thereof.

(ii) Landlord will immediately deliver to Tenant complete copies of all notices, demands, or other communications received by Landlord from any governmental or quasi-governmental authority, or any insurance company or board of fire underwriters or like or similar entities, regarding in any way (a) alleged violations or potential violations of any Environmental Law or otherwise asserting the existence or potential existence of any condition or activity on the Premises that is or could be dangerous to life, limb, property, or the environment (including without limitation water or air quality), or (b) releases or threatened releases of Hazardous Substances upon, under, at, in, or from the Premises, the Building or the Land. The Landlord shall immediately, upon Landlord receiving actual notice thereof, advise Tenant in writing (and orally in the event of a release or other emergency) of (a) any and all enforcement, cleanup, removal, mitigation, or other governmental, regulatory, or judicial acts or orders instituted, contemplated, or threatened pursuant to any Environmental Law affecting the Premises, the Building or the Land or any tenant or occupant thereof; (b) all claims made or threatened by any third party against the Premises, the Building or the Land or any tenant or occupant thereof relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any actual, proposed, or threatened use, handling, generation, manufacture, production, storage, release, discharge, treatment, removal, transportation, decontamination, cleanup, disposal, and.for presence of any Hazardous Substance on, under, from, to, or about the Premises, the Building or the Land; (c) the discovery by Landlord of any occurrence or condition at the Premises, the Building or the Land that could cause the Premises or any of Landlord's Properties to be the subject of a claim, order, or action under any Environmental Law or that is or could be dangerous to life, limb, property or the environment (including, without limitation, water or air quality), and/or ( d) the discovery by the Landlord of any occurrence or condition at the Premises, the Building or the Land that could subject the Landlord or Tenant to any material adverse effect on ownership, occupancy, transferability, marketability, or use of the Premises, the Building or the Land under or as a consequence of any Environmental Law. Landlord shall, at its sole cost and expense, promptly observe, perform, and comply with all Environmental Laws applicable to the activities of Landlord and any other occupant at the Premises, the Building and the Land and shall assume full responsibility for all enforcement, clean-up, removal, and mitigation orders or other governmental, regulatory, or judicial acts or orders instituted pursuant to or required for compliance with any Environmental Law affecting the Premises, Landlord or Tenant that relate to or arise out of acts or failures that are not directly caused by Tenant, and shall make all repairs and restorations to the Premises required following the completion thereof. Prior to the mutual execution of this Lease, Landlord shall, at Landlord's sole cost and expense, engage a qualified environmental testing company to analyze and provide a detailed report to Tenant regarding the existence and corresponding levels of the following Hazardous Materials: (a) radon, (b) asbestos, (c) lead, (d) petroleum products, and (e) mold, fungi, fungal spores, fragments, metabolites, mycotoxins and volatile organic compounds, at, in, on, under or about the Premises, Building or the Land.

3.02(d). Environmental Indemnifications.

(i) Tenant hereby agrees to indemnify and protect, defend, and hold harmless, Landlord and its officers, directors, shareholders, partners, members, successors, and assigns (collectively "Landlord' s Indemnified Group") from and against any and all claims, demands, losses, damages, costs, expenses, liabilities, assessments, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, causes of action, defects in title, remedial action requirements and.for enforcement actions of any kind (including, without limitation, attorneys' fees and costs) directly or indirectly arising out of or attributable to, in whole or in part (a) a material inaccuracy or omission with respect to any of the representations or a material breach of the warranties of Tenant contained in paragraph 3.02(bXii) above, (b) a material breach of any of the covenants of Tenant contained in paragraph 3.02(cXi) above, (c) the use, handling, generation, manufacture, production, storage, release, threatened release, discharge, treatment, removal, transport, decontamination, cleanup, disposal, migration, flow, and/or presence of a Hazardous Substance on, under, from, to, or about the Premises caused by Tenant or any employees, agents, invitees, contractors or subcontractors of Tenant, or (d) any other condition caused by Tenant or any activity carried on or undertaken on or off the Premises during the term of this Lease by Tenant or any employees, agents, invitees, Effective Date: TBD Page 5 of44 XDBl Fort Worth CIS lease AL 1 20 IOx FINAL.doc Revision 1 contractors or subcontractors of Tenant, related to the use, handling, generation, manufacture, production, storage, release, discharge, treatment, removal, transport, decontamination, cleanup, disposal and/or presence of any Hazardous Substance at any time during the term of this Lease located, transported, migrated, flowed or present on, under, from, to, or about the Premises.

(ii) Landlord hereby agrees to indemnify and protect, defend, and hold harmless, Tenant, and its officers, directors, shareholders, partners, members, employees, agents, parent, subsidiary and affiliated entities, successors and assigns (collectively "Tenant Indemnified Group") from and against any and all claims, demands, losses, damages, costs, expenses, liabilities, assessments, fines, penalties. charges, administrative and judicial proceedings and orders, judgments, causes of action, defects in title, remedial action requirements and/or enforcement actions of any kind (including, without limitation, attorneys' fees and costs) directly or indirectly arising out of or attributable to, in whole or in part (a) a material inaccuracy or omission with respect to any of the representations or a material breach of any of the warranties of Landlord contained in paragraph 3.02(b )(i) above, or (b) a breach of any of the covenants of Landlord contained in paragraph 3.02(c)(ii) above, or (c) any other condition caused by Landlord or any activity carried on or undertaken on or off the Premises, the Building or the Land, by Landlord related to the use, handling, generation, manufacture, production. storage, release, threatened release, discharge, treatment, removal, transport, decontamination, cleanup, disposal and/or presence of any Hazardous Substance at any time located, transported, or present on, under, from, to, or about the Premises, the Building or the Land.

(iii) The provisions of this paragraph 3.02(d) shall survive the expiration or termination of this Lease and/or any transfer of title to the Premises for a period ofone (I) year, and following such transfer of title to the Premises, the transferor shall continue to be entitled to the benefit of and to enforce the provisions of this paragraph 3.02(d) independently or jointly with such transferor's direct or indirect transferees or transferors.

3.03. Services and Utilities.

3.03(a). Premises. Landlord shall provide at its expense, subject to reimbursement under paragraph 2.02:

(i) Services to support Tenant's heating, ventilation, and air conditioning ("HY AC") for the Premises during business hours to maintain temperatures for comfortable use and occupancy in light of the Improvements and to support computer equipment, scanners, digital photographic equipment between 68-74°F with 50% relative humidity;

(ii) Water service to the Premises sufficient for drinking, lavatory, toilet, and ordinary cleaning purposes to be drawn from approved fixtures in the Premises;

(iii) Tenant shall be responsible for its own operational expenses for those directly needed within the Premises for: (a) heating, ventilating, and air conditioning; (b) electricity within the Premises; (c) security within the Premises; and (d) telephone and other data, security or desired services within the Premises by Tenant.

Tenant shal~ at its sole expense, enter into a regularly scheduled preventive maintenance/service contract with a maintenance contractor for servicing all hot water, heating, ventilation and air conditioning systems and other equipment within the Leased Premises. Landlord reserves the right to approve or disapprove of any maintenance contract and the contractor(s) performing work on equipment serving the Leased Premises. The service contract must include all services recommended by the equipment manufacturer and must become effective and a copy thereof delivered to Landlord without demand within thirty (30) days of the date of this Lease. If agreeable to the Tenant, the Landlord may reserve the right at Landlord's expense to enter into a preventative maintenance agreement directly with a service contractor selected by Landlord and agreeable to the Tenant for the heating, ventilation and air conditioning systems and equipment serving the Leased Premises and, if Landlord exercises such right, Tenant agrees that (a) Tenant shall pay Landlord, at least once quarterly, the fees and other charges payable by Landlord under such agreement; and (b) Landlord will not be deemed to have warranted such systems and equipment nor otherwise agreed to replace same, it being understood that Tenant will remain ~ble for the entire cost to repair, replace and otherwise maintain such systems and equipment in excess of the costs, if any, covered by or payable under any such agreement (e.g., if the service provider recommends that the condenser unit be replaced, Tenant will be liable for the cost of such replacement, as the preventative maintenance agreement covers only maintenance, not equipment replacement).

3.03(b) Common Areas. Landlord shall provide at Tenant's expense within CAM charges, the following: (i) potable water for consumption and HY AC purposes as needed; (ii) Electricity to the common areas for site lighting and other common area needs (the cost of electricity used within the Premises shall be directly paid by Tenant as described in section 3.03(a)) ; (iii) natural gas to the Building if locally available, (iv) extermination and pest control in the common areas when necessary; and (v) maintenance of common areas in a manner comparable to other buildings of similar class in the metropolitan area where the Building is located. The maintenance shall include cleaning, HY AC, illumination, snow shoveling, deicing, repairs, replacements, lawn care and landscaping.

3.03(c). Business Hours. "Business hours" means Monday through Saturday, 7:00 am. through 7:00 p.m., excluding federally designated holidays.

3.03(d). 24 Hour Access. Tenant, its employees, agents, and invitees shall have access to the Premises twenty-four (24) hours a day, seven

(7) days a week without any additional charge or costs. Rent and Additional Rent shall abate during any closing of the Building or cessation of services that lasts more than three (3) consecutive business days, or exceeds 4 days total during the Term.

3.03(e). Extra Services. Whenever Landlord knows that any tenant (including Tenant) is using extra services because of either non~ Business Hours use or high electricity consumption installations, Landlord will directly charge that tenant for the extra use and exclude those charges from Operating Expenses. Extra services include use of HY AC at times other than Business Hours, and excess utility use.

3.03(j). Interruption of Services. If any essential services (such as HV AC, passenger elevators if necessary for reasonable access, electricity, water) supplied by Landlord are interrupted, and the interruption does not result from the negligence or willful misconduct of Tenant, its employees, invitees, or agents, Tenant shall be entitled to an abatement of Rent and Additional Rent. The abatement shall begin on the fourth consecutive business day of the interruption or when Tenant stops using the Premises because of the interruption, whichever is later. Tenant's entry into the Premises to remove

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Tenant's personal property during an interruption of essential services shall not be deemed a use of the Premises and such entry shall not affect any abatement of Rent. The abatement shall end when the services are restored and Tenant has been given sufficient time to reconstruct its Improvements, install and test its furniture, fixtures and equipment and move back in the Premises. Tenant shall have the option to tenninate the Lease if the interruption unreasonably and materially interferes with Tenant's use of or access to the Premises for at least thirty (30) consecutive days or exceeds a total of 30 days during the Term. To exercise this option Tenant must give Landlord notice of the termination within ten (10) days from the end of the thirty (30) day period. During any such interruption, Landlord shall use commercially reasonable efforts to restore the services as promptly as is possible. Notwithstanding the foregoing, in the event that the interruption of services is due to Landlord 's or Landlord' s agent's or employee's negligence or willful misconduct, then Rent and Additional Rent shall abate from the first day of such interruption, and the remaining provisions of this paragraph 3.03(/) shall apply. In the event the interruption of services is caused by some other entity other than the Landlord, such as the utility company or the city, the abatement of rent shall not apply.

3.03(g). Right to Repair. Notwithstanding any provision set forth in this Lease to the contraly, if Tenant provides written notice (or oral notice in the event of an emergency such as damage or destruction to or of any portion of the Building and/or the Building systems and/or anything that could cause material disruption to Tenant's business) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in no event later than seven (7) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional three (3) business days' notice to Landlord specifying that Tenant is taking such required action (provided; however, that neither of the notices shall be required in the event of an emergency which threatens life or where there is imminent danger to property or a possibility that a failure to take immediate action could cause a material disruption in Tenant's normal and customary business activities), and if such action was required under the terms of the Lease to be taken by Landlord and was not taken by Landlord within such ten (10) day period (unless such notice was not required as provided above), then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action plus rent abatement to the extent Tenant would have otherwise been entitled to rent abatement under paragraph 3.03(e) of this Lease. Landlord agrees that Tenant will have access to the Building, Building systems and Building structure to the extent necessary to perform the work contemplated by this provision. In the event Tenant takes such action, and such work will affect the Building structure and/or the Building systems, Tenant shall use only those contractors used or approved by Landlord in the Building for work on such Building structure or Building systems unless such contractors are unwilling (and are able to immediately perform) or unable to perform, or timely and competitively perform, such work, in which event Tenant may utilize the services of any other qualified contractor which nonnally and regularly performs similar work in comparable buildings. Furthermore, if Landlord does not deliver a detailed written objection to Tenant within thirty (30) days after receipt of an invoice by Tenant of its costs of taking action which Tenant claims should have been taken by Landlord, and if such invoice from Tenant sets forth a reasonably particularized breakdown of its costs and expenses in connection with taking such action on behalf of Landlord, then Tenant shall be entitled to deduct from Rent and Additional Rent payable by Tenant under the Lease, the amount set forth in such invoice. lf, however, Landlord delivers to Tenant, within thirty (30) days after receipt of Tenant's invoice, a written objection to the payment of such invoice, setting forth with reasonable particularity Landlord's reasons for its claim that such action did not have to be taken by Landlord pursuant to the terms of the Lease or that the charges are excessive (in which case Landlord shall pay the amount it contends would not have been excessive), then Tenant shall not then be entitled to such deduction from Rent and Tenant may proceed to claim a default by Landlord. If Tenant prevails in any action brought, the amount of the award shall include interest at the rate often percent (IOOA>) per annum (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset and attorneys' fees and related costs) may be deducted by Tenant from the rents next due and owing under the Lease.

3.04. Repairs, Maintenance, and Surrender.

3.04(a). Tenant 's Care of Premises. Tenant shall (i) keep the interior of the Premises and the fixtures and equipment which serve and are contained within the Premises, including mechanical, HV AC, plumbing, and electrical within the premises, exclusively in good order; (ii) make repairs and replacements to the interior of the Premises and pay Landlord for the repairs or replacements to the Building if any such repairs or replacements are needed because of Tenant' s misuse or primary negligence, except to the extent that a claim for such repairs or replacements is waived under paragraph 5.0l(d); (iii) repair and replace special equipment or decorative treatments above Building Standard installed by or at Tenant's request and that serve the Premises only, except (A) to the extent the repairs or replacements are needed because of Landlord's or a third party's misuse or primary negligence and the claim is not waived under paragraph 5.0l(d); or (B) if the Lease is ended under paragraphs 6.01 (Damages), 6.02 (Condemnation), or 7.03 (Landlord' s Default); and (iv) not commit waste.

3.04(b). Landlord 's Repairs. Except for repairs and replacements that Tenant must make under paragraph 3.04(a), Landlord shall pay for and make all other repairs and replacements to the Premises, common areas and Building (including Building fixtures and equipment). Landlord shall make the repairs and replacements to maintain the Building in a similar condition to comparable buildings of similar class in the metropolitan area where the Building is located. This maintenance shall include the roof, foundation, exterior walls, interior structural walls, all structural components, and all systems such as mechanical, electrical, life-safety and plumbing to the Premises.

3.04(c). Time for Repairs. Repairs or replacements required under paragraphs 3.04(a) or 3.04(b) shall be made within a reasonable time (depending on the nature of the repair or replacement needed) after receiving notice or having actual knowledge of the need for a repair or replacement

3.04(d). Surrendering the Premises. Upon the Expiration Date or the date of the last extension Term, if any, ends, whichever is later, Tenant shall surrender the Premises to Landlord in broom clean condition similar to the condition that the Premises were in on the Commencement Date except for ordinary wear and tear and damage by the elements, fire, or other casualty or condemnation. Upon

Effective Date: TBD Page 7 of44 surrender, Tenant shall remove from the Premises its personal property and trade fixtures and repair any damage to the Premises caused by the removal unless Landlord is demolishing the remaining improvements for the subsequent occupant of the Premises. Any items not removed by Tenant as required above shall be considered abandoned. Landlord may dispose of abandoned items as Landlord chooses and bill Tenant for the cost of their TIMELY REMOVAL and disposal, minus any revenues received by Landlord for their disposal.

SECTION 4-NEGATIVE OBLIGATIONS

4.01. Alterations.

4.0l(a). Definitions. "Alterations" means alterations, additions, substitutions, installations, changes, and improvements, but excludes minor decorations (such as painting) and the Improvements Landlord or Tenant is to make to the Floor Plan presented on Exhibit A and described under Exhibit B.

4.0l(b). Consent. Tenant shall not make Alterations without Landlord's advance written consent. Landlord's consent shall not be unreasonably withheld, conditioned, or delayed for nonstructural interior Alterations to the Premises that do not adversely affect the Building's appearance, value, Building systems, or structural strength. Tenant shall undertake any Alteration in compliance with Applicable Laws and shall make all Alterations in a good and workmanlike manner, and shall be lien free.

4.0l(c). Payment and Ownership of the Alterations. Alterations, excluding the Improvements Landlord or Tenant is to make under Exhibit B. shall be made at Tenant's expense. The Alterations shall belong to Landlord when this Lease and the last extension Term, if any, ends. Nevertheless, Tenant may remove its trade fixtures, furniture, equipment, and other personal property if Tenant promptly repairs any damage caused by their removal.

4.02 Assignment and Sublease.

4.02(a). Consent Required. Tenant shall not transfer, mortgage, encumber, assign, or sublease all or part of the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Tenant shall have the right: (i) to transfer its interest in this Lease to any firm that is awarded a contract with USCIS to operate Application Support Centers; (ii) to permit the use of the Premises by Tenant's customers, vendors, licensees, partners or affiliates; or (iii) to assign or to sublet any portion of the Premises to any related entity, subsidiary, parent company, affiliate of parent company or affiliate of Tenant, any company in which Tenant has a controlling interest, or to any successor corporation, whether by merger, consolidation or otherwise or to any person who purchases all or substantially all of Tenant's or its parent's assets, without first obtaining the consent of the Landlord, but providing notice within a reasonable time thereof, provided, in each instance that any assignee assumes in full the obligations of Tenant under the Lease.

4.02(b). Procedure. For those transfers for which Landlord's consent is required, Tenant must provide Landlord in writing: (A) the name and address of the proposed subtenant or assignee; (B) the nature of the proposed subtenant's or assignee's business it will operate in the Premises; (C) the terms of the proposed sublease or assignment;

and (D) reasonable financial information. Landlord shall, within ten

(10) business days after receiving the information, give written notice to Tenant to permit or deny the proposed sublease or assignment. If Landlord denies consent, it must explain the reasons for the denial. If Landlord does not give notice within the ten (10) business-day period, then Landlord shall be deemed to have consented to the assignment or sublease on the terms as provided to Landlord.

SECTION 5- INSURANCE

5.01. Insurance.

5.0/(a). Landlord's Building Insurance. At aJI times during the term hereof, Landlord shall keep the Building, including the Improvements insured against damage and destruction by fire, vandalism, and other perils so called "All Risks" perils. The "All Risks" perils shall also include the perils of Earth Movement (if available), Flood, and Boiler and Machinery. The amount of the insurance shall be equal to the full replacement value of the Building, as the value may exist from time to time. The insurance shall include a replacement cost endorsement subject to no co-insurance.

5.0l(b). Property Insurance. Each party shall keep its personal property and trade fixtures in the Premises insured against damage and destruction by fire, vandalism, and other perils so called "All Risks" perils, provided however, that Tenant shall not be required to reimburse Landlord or provide earthquake insurance for any property or improvements. The amount of the insurance shall be in an amount to cover one hundred (I 00) percent of the replacement value of the property and fixtures, as that value may exist from time to time.

Tenant shall also keep any non-Building-standard improvements made to the Premises, or the building, as applicable, at Tenant's request insured to the same degree as Tenant's personal property.

5.0l(c). Liability Insurance. Each party shall maintain Commercial General Liability insurance for damages because of bodily injury to or personal injury to or death of any person(s) or property damage occurring in or about the Building and Premises in the following minimum amounts: three million ($3,000,000.00) dollars each occurrence; three million ($3,000,000.00) dollars general aggregate.

5.0/(d). Release of Claims and Waiver of Subrogation. Each party waives any right of recovery against the other party and releases all claims arising in any manner in its ("Injured Party's") favor and against the other party for any loss or damage to the Injured Party's property (real or personal) located within or constituting a part of or all of the Building. The parties further agree to have their respective insurers waive any rights of subrogation that such insurers may have against the other party. This waiver and release apply to the extent the loss or damage is covered by the Injured Party's insurance or the insurance the Injured Party is required to carry under this Section 5, whichever is greater. The waiver and release also apply to each party's directors, officers, employees, shareholders, and agents.

5.0/(e). Insurance Criteria. Insurance policies required by this Lease shall:

(i) name the non-procuring party as an additional insured as its interest may appear on the procuring party's Commercial General Liability policy;

(ii) provide that the insurance not be terminated or materially changed in the scope or amount of coverage unless thirty (30) days' advance notice is given to the non-procuring party;

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(iii) be primary policies not as contributing with, or in excess of, the coverage that the other party may carry;

(iv)

(v) Terms.

be written on an "occurrence" basis; and be maintained during the entire Term and any extension

5.0l(j}. Evidence of Insurance. By the Lease Commencement Date and upon each renewal of its insurance policies, each party shall give certificates of insurance to the other party in the form of an Accord 28 or its equivalent. Each certificate shall specify amounts, types of coverage, the waiver of subrogation, and the insurance criteria listed in paragraph 5.0l(e). The policies shall be renewed or replaced and maintained by the party responsible for that policy. If either party fails to give the required certificate within thirty (30) days after notice of demand for it, the other party may obtain and pay for that insurance and receive reimbursement from the party required to have the insurance.

5.02. Indemnification ofThird Party Claims.

5.02(a). Tenant's Indemnity. Tenant hereby agrees to indemnify, defend, and hold Landlord harmless from third party claims: (i) for personal injury, bodily injury, death, or property damage occurring in the Premises; (ii) for incidents occurring in or about the Premises;

and (iii) caused by the negligence or willful misconduct of Tenant, its agents, employees, or invitees. When the claim is caused by the joint negligence or willful misconduct of Tenant and Landlord, except Tenant's agents, employees, or invitees, Tenant's duty to defend, indemnify, and hold Landlord harmless shall be in proportion to Tenant's allocable share of the joint negligence or willful misconduct.

5.02(b). landlord's Indemnity. Landlord hereby agrees to indemnify, defend, and hold Tenant harmless from third party claims: (i) for personal injury, bodily injury, death, or property damage in areas outside the Premises, unless caused by Tenant, or its agents, employees or invitees; (ii) for incidents occurring in or about the Premises or Building; and (iii) caused by the negligence or willful misconduct of Landlord, its agents, employees, or invitees. When the claim is caused by the joint negligence or willful misconduct of Landlord and Tenant, except Landlord's agents, employees, or invitees, Landlord's duty to defend, indemnify, and hold Tenant harmless shall be in proportion to Landlord's allocable share of the joint negligence or willful misconduct.

5. 03. Limitation of landlord's liability.

5.03(a). Transfer of Premises. If the Building is sold or transferred, voluntarily or involuntarily, Landlord's Lease obligations and liabilities accruing after the transfer shall be the sole responsibility of the new owner provided that the new owner has assumed Landlord's obligations.

5.03(b). Liability for Money Judgment. If Landlord, its employees, officers, or partners are ordered to pay Tenant a money judgment because of Landlord's default, then Tenant's sole remedy to satisfy the judgment shall be based on Landlord's interest in the Building and Land including the rental income and proceeds from sale and any insurance or condemnation proceeds received because of damage or condemnation to, or of, the Building or Land that are available for use by Landlord. In the event that Landlord finances the Building and the Land to an extent above 80o/o of its appraised value, then Tenant's recovery shall not be limited to Landlord's interest in the building for any amounts due Tenant, for such amounts up to 200/o of the appraised value of the Building and the Land at the time such recovery is sought.