LEASE CONTRACT L201A SPALDING.pdf

LEASE NO. 57-6526-12-0803, NRCS-NE-12-0045

GSA FORM L201A (07/11)

(For Security Level I and II Leases Not Exceeding the

Simplified Lease Acquisition Threshold and Not Lease Construction

THIS LEASE is made and entered into between

("the Lessor") and

THE UNITED STATES OF AMERICA

("the Government"), acting by and through the designated representative of the Government Philip D. Reimnitz, LCO upon the terms and conditions set forth herein.

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

The Lessor hereby leases to the Government the premises described in Sections I and II of the GSA Form 1364A, Simplified Lease Proposal, attached hereto as Exhibit A, as further described on the floor plan attached hereto as Exhibit B ("the Premises"), together with the right to the use of the parking spaces and other areas described in said Section II of said Exhibit A, to have and to hold for a term of

10 YEARS (5 YEARS WITH ONE FIVE YEAR OPTION)

commencing on the date of acceptance of the Premises (as such date shall be established in accordance with Section 3 herein), subject to the terms and conditions set forth below.

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.

The following persons are designated by each party as having full authority to bind their respective principles with regard to all matters relating to this Lease: No person other than those designated below shall be understood to have any authority to bind their respective principles, 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 LCO.

FOR THE LESSOR:

(See Exhibit A, Box 18B)

Name:

Title:

Date: ______________________________________________

FOR THE GOVERNMENT:

PHILIP D. REIMNITZ

Lease Contracting Officer 100 Centennial Mall North RM152 Lincoln, Nebraska 68508-3866 402-437-4047 - Office

402-437-5327 - FAX

PHILIP.REIMNITZ@NE.USDA.GOV – Email Address

WITNESSED BY:

Name:

Title:

INITIALS: LESSOR_______ GOV______

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TABLE OF CONTENTS

SECTION 1 RENT AND OTHER TERMS 6

1.01 RENTAL CONSIDERATION (SIMPLIFIED LEASE) (APR 2011) 6

1.02 EARLY TERMINATION RIGHT (SIMPLIFIED LEASE) (APR 2011) 6

1.03 RENEWAL OPTIONS (SIMPLIFIED LEASE) (APR 2011) 6

1.04 DOCUMENTS INCORPORATED BY REFERENCE (SIMPLIFIED LEASE) (APR 2011) 6

SECTION 2 GENERAL TERMS AND CONDITIONS 7

2.01 DEFINITIONS, STANDARDS, AND FORMULAS (SIMPLIFIED LEASE) (APR 2011) 7

2.02 NOTICES (SIMPLIFIED LEASE) (APR 2011) 7

2.03 USE OF APPURTENANT AREAS (APR 2011) 8

2.04 ROOFTOP ANTENNAS (APR 2011) 8

2.05 CHANGE OF OWNERSHIP (APR 2011) 8

2.06 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (SIMPLIFIED LEASE) (APR 2011) 9

2.07 FIRE AND CASUALTY DAMAGE (SIMPLIFIED LEASE) (APR 2011) 9

2.08 DEFAULT BY LESSOR (APR 2011) 9

2.09 INTEGRATED AGREEMENT (APR 2011) 10

2.10 MUTUALITY OF OBLIGATION (SIMPLIFIED LEASE) (APR 2011) 10

2.11 CHANGES (SIMPLIFIED LEASE) (APR 2011) 10

2.12 COMPLIANCE WITH APPLICABLE LAW (apr 2011) 10

2.13 ADJUSTMENT FOR VACANT PREMISES (SIMPLIFIED LEASE) (APR 2011) 10

2.14 WAIVER OF RESTORATION (APR 2011) 10

2.15 CLAUSES INCORPORATED BY REFERENCE (SIMPLIFIED LEASE) (APR 2011) 10

SECTION 3 CONDITIONS FOR ACCEPTANCE, COMMENCEMENT OF TERM, AND PAYMENT OF RENT 12

3.01 COMPLETION OF BUILDING AND TENANT IMPROVEMENTS (SIMPLIFIED LEASE) (APR 2011) 12

3.02 GOVERNMENT ACCESS PRIOR TO ACCEPTANCE OF SPACE (SIMPLIFIED LEASE) (APR 2011) 12

3.03 ACCEPTANCE (SIMPLIFIED LEASE) (APR 2011) 12

3.04 ESTABLISHMENT OF LEASE TERM COMMENCEMENT DATE, ANNUAL RENT (SIMPLIFIED LEASE) (APR 2011)

3.05 PAYMENT OF BROKER (SIMPLIFIED LEASE) (July 2011) 12

3.06 AS‐BUILT DRAWINGS (SIMPLIFIED LEASE) (APR 2011) 12

SECTION 4 DESIGN AND CONSTRUCTION STANDARDS FOR BUILDING AND TENANT IMPROVEMENTS 13

4.01 DESIGN, CONSTRUCTION, AND MAINTENANCE OF THE BUILDING AND TENANT IMPROVEMENTS (APR 2011) 13

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4.02 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (APR 2011) 13

4.03 BUILDING SHELL REQUIREMENTS (simplified) (APR 2011) 13

4.04 VESTIBULES (APR 2011) 13

4.05 MEANS OF EGRESS (APR 2011) 13

4.06 AUTOMATIC FIRE SPRINKLER SYSTEM (APR 2011) 13

4.07 FIRE ALARM SYSTEM (APR 2011) 14

4.08 ENERGY INDEPENDENCE AND SECURITY ACT (May 2011) 14

4.09 ELEVATORS (apr 2011) 14

4.10 Accessibility (APR 2011) 15

4.11 FLOORS AND FLOOR LOAD (APR 2011) 15

4.12 Ceilings (APR 2011) 15

4.13 DOORS: EXTERIOR (APR 2011) 15

4.14 DOORS: HARDWARE (APR 2011) 16

4.15 PARTITIONS: PERMANENT (APR 2011) 16

4.16 PARTITIONS: SUBDIVIDING (APR 2011) 16

4.17 INSULATION: THERMAL, ACOUSTIC, AND HVAC (APR 2011) 16

4.18 FINISH SELECTIONS (APR 2011) 16

4.19 CARPET SPECIFICATIONS (APR 2011) 17

4.20 PAINTING (may 2011) 17

4.21 WINDOW COVERINGS (APR 2011) 17

4.22 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011) 18

4.23 ELECTRICAL: DISTRIBUTION (APR 2011) 18

4.24 DATA DISTRIBUTION (AUG 2008) 18

4.25 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (APR 2011) 18

4.26 ELECTRICAL: outlets (APR 2011) 19

4.27 PLUMBING (APR 2011) 19

4.28 DRINKING FOUNTAINS (APR 2011) 19

4.29 TOILET ROOMS (APR 2011) 19

4.30 HEATING VENTILATION AND AIR CONDITIONING (APR 2011) 20

4.31 INDOOR AIR QUALITY (DEC 2007) 20

4.32 INDOOR AIR QUALITY DURING CONSTRUCTION (DEC 2007) 20

4.33 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (APR 2011) 21

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4.34 LIGHTING: INTERIOR AND PARKING (APR 2011) 21

4.35 ACOUSTICAL REQUIREMENTS (simplified lease) (APR 2011) 22

4.36 GREEN LEASE SUBMITTALS (May 2011) 22

4.37 EXISTING FIT‐OUT, SALVAGED, OR RE‐USED BUILDING MATERIAL (may 2011) 23

4.38 DOORS: SUITE ENTRY (APR 2011) 23

4.39 WOOD PRODUCTS (AUG 2008) 24

4.40 ADHESIVES AND SEALANTS (aug 2008) 24

4.41 WALL FINISHES (AUG 2008) 24

4.42 RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES) (SEP 2000) 24

4.43 DOORS: INTERIOR (APR 2011) 24

SECTION 5 LEASE SECURITY REQUIREMENTS 25

5.01 POSTING OF GOVERNMENT RULES AND REGULATIONS (PERMISSION–ALLOW THE Installation of Government supplied equipment/Building specific) (APR 2011) 25

5.02 ADDITIONAL SECURITY MEASURES AS DETERMINED BY THE GOVERNMENT PERMISSION–ALLOW THE Installation of Government‐supplied equipment/Building specific) (APR 2011) 25

5.03 Deterrence to Unauthorized Entry (APR 2011) 25

5.04 Temporary Security Measures Due to Immediate Threat (APR 2011) 25

5.05 Access to Utility Areas (APR 2011) 25

5.06 Access to Building Information (APR 2011) 25

5.07 Development, Implementation, and Periodic Review of Occupant Emergency Plans (APR 2011) 25

5.08 Shutdown of HVAC (APR 2011) 25

5.09 Identity Verification of Personnel (APR 2011) 25

5.10 Mechanical Areas and Building ROOFS (APR 2011) 26

5.11 Emergency Power to Critical Systems (APR 2011) 26

5.12 Shatter‐Resistant Window Protection (APR 2011) 26

5.13 ENTRY SECURITY: INTRUSION DETECTION SYSTEM (APR 2011) 26

5.14 CCTV Security Monitoring (APR 2011) 26

5.15 Entry Security: Security Guards (APR 2011) 27

5.16 Entry Security: Entry Control with CCTV and Door Strikes (APR 2011) 27

5.17 Entry Security: Intercom (APR 2011) 27

5.18 Entry Security: Peepholes (APR 2011) 27

SECTION 6 UTILITIES, SERVICES, AND PERFORMANCE OBLIGATIONS DURING THE LEASE TERM 28

6.01 PROVISION OF SERVICES, ACCESS, AND ROUTINE HOURS (APR 2011) 28

6.02 UTILITIES (APR 2011) 28

6.03 HEATING AND AIR CONDITIONING (APR 2011) 28

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6.04 OVERTIME HVAC USAGE (SIMPLIFIED LEASE) (APR 2011) 28

6.05 JANITORIAL SERVICES (APR 2011) 28

6.06 SNOW REMOVAL (APR 2011) 29

6.07 MAINTENANCE OF PROVIDED FINISHES (May 2011) 29

6.08 ASBESTOS ABATEMENT (APR 2011) 30

6.09 RECYCLING (DEC 2007) 30

6.10 MOLD (AUG 2008) 30

6.11 LANDSCAPING (2000) 30

SECTION 7 ADDITIONAL TERMS AND CONDITIONS 31

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SECTION 1 RENT AND OTHER TERMS

1.01 RENTAL CONSIDERATION (SIMPLIFIED LEASE) (APR 2011)

In consideration for the Lease, the grant of all associated rights, express or implied, and the performance or satisfaction of all of the Lessor's other obligations set forth herein, the Government shall pay the Lessor annual rent to be computed using the rental rate(s) specified in Line 10, Boxes 10D and 10F (and, if applicable, the corresponding boxes in Line 11) on Exhibit A, Section II, and the actual Rentable Area delivered for occupancy and use by the Government, subject to the limitations set forth in Section 3 of this Lease. Payment shall be made monthly in arrears. Rent for a lesser period shall be prorated. Rent shall be paid by Electronic Funds Transfer to an account to be designated by Lessor. Rent shall be inclusive of all costs incurred by the Lessor for the construction of building shell and Tenant Improvements (TIs) specified in the Lease, including those described in Exhibit A and the Agency-Specific Requirements Package ("ASRP") attached hereto as Exhibit C, all taxes of any kind, and all operating costs.

Unless a separate rate is specified in Line 16 of Exhibit A, rights to parking areas will be deemed included in the rent. Rent shall not be adjusted for changes in taxes or operating costs.

1.02 EARLY TERMINATION RIGHT (SIMPLIFIED LEASE) (APR 2011)

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

1.03 RENEWAL OPTIONS (SIMPLIFIED LEASE) (APR 2011)

This Lease may be renewed at the option of the Government for a term of 5 YEARS at the rental rate(s) set forth in Exhibit A, Section II, Line 10, Box 10H (and, if applicable, Box 11H), provided notice is given to the Lessor at least 90 days before the end of the original lease term; all other terms and conditions of this Lease, as same may have been amended, shall remain in force and effect during any renewal term.

1.04 DOCUMENTS INCORPORATED BY REFERENCE (SIMPLIFIED LEASE) (APR 2011)

The following documents are incorporated by reference, as though fully set forth herein:

Exhibit A, GSA Form 1364A, Simplified Lease Proposal in Response to RLP No. NRCS-NE-12-0045.

Exhibit B, Floor Plan Delineating the Premises Exhibit C, Agency Specific Requirements Package (ASRP) for _DR3901-001 ITS Space Standards, Dated: 10/28/2011.

Exhibit D, GSA Form 3518A, Representations and Certifications (Rev. 1/07) Exhibit E, Amendments to RLP No. NRCS-NE-12-0045.

SECTION 2 GENERAL TERMS AND CONDITIONS

2.01 DEFINITIONS, STANDARDS, AND FORMULAS (SIMPLIFIED LEASE) (APR 2011)

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.

B. Days. All references to days in this Lease shall be understood to mean calendar days, unless specified otherwise.

C. 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.

D. Base Term. The Base Term is term of the Lease term.

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

F. Lease Award Date. The Lease Award Date means the date that the Lease is signed by the LCO (and on which the Lessor's obligations under the Lease commence).

G. The Premises. The Premises are defined as the total Office Area or other type of space, together with all associated Common Areas, described in Section II, Line 9, of Exhibit A, and delineated by plan on Exhibit B. If Exhibit A and B are inconsistent with respect to the description of the space, Exhibit A shall be controlling. Parking and other areas to which the Government has rights under this Lease are not included in the Premises.

H. The Property and the Building. 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). The building(s) situated on the Property in which the Leased Premises are located shall be referred to herein as "the Building(s).”

I. The 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.

J. Standard for Measuring Office Area and Other Space. For the purposes of this Lease, space shall be measured in accordance with the standard provided by American National Standards Institute/Building Owners and Managers Association (ANSI/ BOMA) for Office Area. ANSI/BOMA Z65.1-1996 shall be used. References to ABOA mean ANSI/BOMA Office Area.

K. Standard for Determining Common Area Factor. The Common Area Factor (“CAF”) is the conversion factor expressed as the percentage of space in the Premises that constitutes Common Area. 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.

L. Formula for Calculation of Rentable Area. Rentable Area is calculated using the following formula for each type of space (e.g., Office, Warehouse, etc.) included in the Premises: ANSI/BOMA Square Feet of space x (1 + CAF) = Rentable Square Feet.

The CAF set forth in Exhibit A shall be applied, but is subject to adjustment at the Government's option to comply with the standard set forth herein.

M. Formula for Calculation of Rent. The rental consideration shall be calculated by multiplying the Rentable Square Feet in the Premises for each type of space delivered for occupancy and use by the applicable rental rate set forth in Exhibit A. The annual rent shall be established in accordance with Section 3 of this Lease.

2.02 NOTICES (SIMPLIFIED LEASE) (APR 2011)

All required notices under any clause of this Lease shall be in writing and sent to the signatories or to the following representatives:

LEASE NO. 57-6526-12-0803, PAGE 8 GSA FORM L201A (07/22/11)

For the Government:

Philip D. Reimnitz 100 Centennial Mall North, RM 152 Lincoln, Nebraska 685-3866

402-437-5327 - FAX

PHILIP.REIMNITZ@NE.USDA.GOV - Email

For the Lessor: (See Exhibit A, Box 18B.)

B. Either party may change the designation of its representative for the receipt of notices by providing notice of such change in accordance with this clause.

C. Unless otherwise specified, all notices sent by United States Mail will be deemed effective as of the date of mailing;

however, only a receipt or postmark issued by the United States Postal Service shall be valid for establishing date of mailing. For all means of notice other than the United States Mail, notice shall be effective upon receipt.

D. Designation of other representatives by either party for various other purposes, such as property management matters or emergency contacts, shall not be understood to designate a representative for the receipt of notices under this Lease.

2.03 USE OF APPURTENANT AREAS (APR 2011)

The Government shall have the non-exclusive right to the use of Appurtenant Areas, and shall have the right to post Government Rules and Regulations within such areas. The Government will coordinate with the Lessor to ensure signage is consistent with the Lessor’s standards.

2.04 ROOFTOP ANTENNAS (APR 2011)

If the rights granted under this Lease include the use of rooftop areas for the installation of antennas (to include dish antennas and all related equipment), the Government shall have the non-exclusive right of access to, and use of, all building areas (e.g., chases, plenums) necessary for the use and operation of such equipment.

2.05 CHANGE OF OWNERSHIP (APR 2011)

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 only changing 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 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 recognize the Transferee as its Lessor until (a) the payment of rent has commenced; 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 complete a Central Contractor Registration ("CCR") (See FAR 52.232-33), provide the information to be substituted in Exhibit A, Section III, and complete and sign GSA Form 3518A, Representations and Certifications (to substitute Exhibit D).

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 subparagraph 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 subparagraph 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.

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2.06 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (SIMPLIFIED LEASE) (APR 2011)

The Lessor shall maintain the Property, including the building, building systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition. Such maintenance and repairs include the site and private access roads. All equipment and systems shall be maintained to provide reliable, energy-efficient service without unusual interruption, disturbing noises, exposure to fire or safety hazards, uncomfortable drafts, excessive air velocities, or unusual emissions of dirt. The Lessor’s maintenance responsibility includes initial supply and replacement of all supplies, materials, and equipment necessary for such maintenance. Upon request of the LCO, the Lessor shall provide written documentation that building systems and equipment have been properly maintained, tested, and inspected in accordance with applicable codes and are operational within manufacturer's warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards, including standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc. The Government shall have the right, at any time after the Lease is signed and during the term of the Lease, to inspect all areas of the Property to which access is necessary for determining the Lessor’s compliance with this clause. Without any additional charge, the Government reserves the right to require documentation of inspection, testing, and maintenance records of fire protection systems, such as, but not limited to: fire alarm, fire sprinkler, fire pumps, emergency lighting, emergency generator, etc. prior to occupancy and throughout the term of the lease.

2.07 FIRE AND CASUALTY DAMAGE (SIMPLIFIED LEASE) (APR 2011)

If the building in which the Premises are located is totally destroyed or damaged by fire or other casualty, this Lease shall immediately terminate. If the building in which the Premises are located are only partially destroyed or damaged, so as to render the Premises untenantable, the Lessor shall have the option to elect to repair and restore the Premises or terminate the Lease. The Lessor shall be permitted a reasonable amount of time, not to exceed 180 days from the event of destruction or damage, to repair or restore the Premises, if the Lessor submits to the Government a reasonable schedule for repair of the Premises within 30 days of the event of destruction or damage. If the Lessor fails to timely submit a reasonable schedule for completing the work, the Government may elect to terminate the Lease effective as of the date of the event of destruction or damage. If the Lessor elects to repair or restore the Premises, but fails to repair or restore the Premises within 180 days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage. During the time that the Premises are untenantable, rent shall be abated. Termination of the Lease by either party under this clause shall not give rise to liability for either party.

2.08 DEFAULT BY LESSOR (APR 2011)

The following conditions shall constitute default by the Lessor, and shall give rise to the following rights and remedies for the Government:

A. Prior to Acceptance of the Premises. Failure by the Lessor to perform diligently all obligations required for Acceptance of the space within the times specified, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may terminate the Lease because of the Lessor's default.

B. After Acceptance of the Premises. Failure by the Lessor to perform any service, to provide any item, or satisfy any requirement of this Lease, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may perform the service, provide the item, or obtain satisfaction of the requirement by its own employees or contractors. If the Government elects to take such action, the Government may deduct from rental payments its costs incurred in connection with taking the action. Alternatively, the Government may reduce the rent by an amount reasonably calculated to approximate the cost or value of the service not performed, item not provided, or requirement not satisfied, such reduction effective as of the date of the commencement of the default condition. If the Lessor's default persists notwithstanding provision of notice and reasonable opportunity to cure by the Government, or the Lessor fails to take such actions as are necessary to prevent the recurrence of default conditions, such that the tenantability or safe and healthful occupancy of the Premises is substantially impaired, the Government may terminate the Lease on account of the Lessor's default.

C. Excuse. Failure by the Lessor to timely deliver the space or perform any service, provide any item, or satisfy any requirement of this Lease shall not be excused if its failure in performance arises from:

1. Circumstances within the Lessor's control;

2. Circumstances about which the Lessor had actual or constructive knowledge prior to the Lease Award Date that could reasonably be expected to affect the Lessor's capability to perform, regardless of the Government's knowledge of such matters (including weather conditions that are not unusual or severe);

3. The condition of the Property (save for Fire and Casualty Damage, in which case the Fire and Casualty Damage clause shall apply);

4. The acts or omissions of the Lessor, its employees, agents or contractors; or

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5. The Lessor's inability to obtain sufficient financial resources to perform its obligations.

D. The rights and remedies specified in this clause are in addition to all remedies to which the Government may be entitled as a matter of law.

2.09 INTEGRATED AGREEMENT (APR 2011)

This Lease, upon execution, contains the entire agreement of the parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions of the Lease. Except as expressly incorporated by reference in Section 1 of the Lease, neither the Request for Lease Proposals nor any pre-award communications by either party shall be incorporated in the Lease.

2.10 MUTUALITY OF OBLIGATION (SIMPLIFIED LEASE) (APR 2011)

The obligations and covenants of the Lessor, and the Government's obligation to pay rent and perform such other obligations as may be specified herein, are interdependent.

2.11 CHANGES (SIMPLIFIED LEASE) (APR 2011)

A. The LCO may at any time, by written order, direct changes to the TIs within the space, Building Security Requirements, or the services required under the Lease.

B. If any such change causes an increase or decrease in Lessor's costs or time required for performance of its obligations under this Lease, whether or not changed by the order, the Lessor shall be entitled to an amendment to the Lease providing for one or more of the following:

1. An adjustment of the delivery date;

2. An equitable adjustment in the rental rate; or

3. A lump sum equitable adjustment.

C. The Lessor shall assert its right to an amendment 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, the pendency of an adjustment or existence of a dispute shall not excuse the Lessor from proceeding with the change, except the Lessor shall not be obligated to comply with such order or direction if the adjustment to which it is entitled causes the annual rent (net of operating costs) to exceed the Simplified Lease Acquisition Threshold established under GSAR 570.102.

D Absent a written change order from the LCO, or from a Government official to whom the LCO has explicitly delegated in writing the authority to direct changes, the Government shall not be liable to Lessor under this clause.

2.12 COMPLIANCE WITH APPLICABLE LAW (APR 2011)

Lessor shall comply with all Federal, state and local laws applicable to its ownership of the Property, including, without limitation, laws applicable to the construction, demolition, ownership, alteration or operation of all buildings, structures, and facilities located thereon, and obtain all necessary permits, licenses and similar items at its own expense. The Government will comply with all Federal, State and local laws applicable to and enforceable against it as a tenant under this lease, provided that nothing in this Lease shall be construed as a waiver of the sovereign immunity of the Government. This Lease shall be governed by Federal law.

2.13 ADJUSTMENT FOR VACANT PREMISES (SIMPLIFIED LEASE) (APR 2011)

If the Government elects to vacate the premises in whole or in part during the term of the Lease, the rent shall be reduced by subtracting from the rental rate the amount specified for in Line 14 of Exhibit A, GSA Form 1364A. The Government shall be entitled to reduce the rent 30 days after providing notice of vacating the Premises.

2.14 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.

2.15 CLAUSES INCORPORATED BY REFERENCE (SIMPLIFIED LEASE) (APR 2011)

This Lease incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the LCO will make the full text available, or the full text may be found in GSA Form 3517C at http://www.gsa.gov/leasingform. All dollar thresholds set forth below refer to Total Contract Value, or the total of all gross rental payments to be made during the initial term of the Lease plus any options. All citations to the FAR are provided for convenience of

LEASE NO. 57-6526-12-0803, PAGE 11 GSA FORM L201A (07/22/11)

reference, and shall not be understood as subjecting this Lease to any provision of the FAR except to the extent that clauses prescribed by the FAR are expressly incorporated into this Lease.

A. FAR 52.204-7, CENTRAL CONTRACTOR REGISTRATION (APR 2008) (VARIATION)

B. FAR 52.209-6, PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006) (Applicable to leases over $30,000.)

C. FAR 52.215-10, PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) (Applicable when cost or pricing data are required for work or services over $650,000.)

D. FAR 52.215-12, SUBCONTRACTOR COST OR PRICING DATA (OCT 1997) (Applicable when the clause at FAR 52.215-10 is applicable.)

E. FAR 52.219-1, SMALL BUSINESS REPRESENTATIONS (MAY 2004) (Applicable to leases exceeding the micro-purchase threshold)

F. FAR 52.219-9, SMALL BUSINESS SUBCONTRACTING PLAN (JUL 2010) (Applicable to leases over $550,000.)

G. FAR 52.219-16, LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (JAN 1999) (Applicable to leases over $550,000.)

H. FAR 52.219-25, SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM—DISADVANTAGED STATUS AND REPORTING (APR 2008) (Applicable to leases exceeding $550,000)

I. FAR 52.219-28, POST AWARD SMALL BUSINESS PROGRAM REPRESENTATION (APR 2009) (Applicable if lease exceeds five years and the micro-purchase threshold)

J. FAR 52.222-21, PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) (Applicable to leases over $10,000.)

K. FAR 52.222-26, EQUAL OPPORTUNITY (MAR 2007) (Applicable to leases over $10,000.)

L. FAR 52.222-35, EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006) (Applicable to leases over $100,000.)

M. FAR 52.222-36, AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998) (Applicable to leases over $10,000.)

N. FAR 52.222-37, EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006) (Applicable to leases over $100,000.)

O. FAR 52.223-6, DRUG FREE WORKPLACE (MAY 2001)

P. FAR 52.232-23, ASSIGNMENT OF CLAIMS (SEP 1999) (Applicable to leases exceeding the micro-purchase threshold.)

Q. FAR 52.232-33, ELECTRONIC FUNDS TRANSFER- CENTRAL CONTRACT REGISTRATION (OCT 2003)

R. FAR 52.233-1, DISPUTES (JUL 2002)

S. GSAR 552.232.25, PROMPT PAYMENT (NOV 2009)

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SECTION 3 CONDITIONS FOR ACCEPTANCE, COMMENCEMENT OF TERM, AND PAYMENT OF RENT

3.01 COMPLETION OF BUILDING AND TENANT IMPROVEMENTS (SIMPLIFIED LEASE) (APR 2011)

A. Design Intent Drawings. The Lessor shall prepare and deliver to the Government Design Intent Drawings ("DIDs") meeting all requirements set forth in the Agency-Specific Requirements Package (ASRP) within 10 working days of the Lease Award Date.

The Government shall respond within 10 working days of receipt of the DIDs by either issuing a Notice to Proceed or providing notice indicating the manner in which the DIDs do not meet all requirements of the ASRP. If the DIDs do not conform to the ASRP, the Lessor shall revise and resubmit the DIDs promptly. The Lessor shall be responsible for delays to Acceptance of the Premises attributable to the Lessor's failure to prepare DIDs conforming to the ASRP.

B. Notice to Proceed. If the DIDs conform to the ASRP, the Government shall issue Notice to Proceed; however, the Government shall not be obligated to issue a Notice to Proceed less than 10 working days from receipt of DIDs, as originally submitted or revised. Issuance of Notice to Proceed shall not be construed as a waiver of any requirement set forth in this Lease.

C. Construction Schedule. The Lessor shall complete all required building and TIs conforming to the Lease and approved DIDs within 45 working days of issuance of Notice to Proceed.

3.02 GOVERNMENT ACCESS PRIOR TO ACCEPTANCE OF SPACE (SIMPLIFIED LEASE) (APR 2011)

Subject to the Lessor's permission, which shall not be unreasonably withheld, the Government or its contractors shall have access to the Premises prior to acceptance of the space for preparing the space for occupancy. If work to be completed by the Government is a prerequisite for the issuance of a Certificate of Occupancy, or its equivalent, the Government shall be entitled to at least 10 working days to complete work by its own contractors.

3.03 ACCEPTANCE (SIMPLIFIED LEASE) (APR 2011)

The Government shall accept the space only if the construction of building shell and TIs conforming to this Lease and the approved DIDs is substantially complete and a certificate of occupancy (or its equivalent) has been issued. The space shall be considered substantially complete if the space may be used for its intended purpose and completion of remaining work will not unreasonably interfere with the Government's enjoyment of the space. Acceptance shall be final and binding upon the Government with respect to conformance of the completed TIs to the approved DIDs, with the exception of latent defects or fraud, but shall not relieve the Lessor of any other Lease requirements.

3.04 ESTABLISHMENT OF LEASE TERM COMMENCEMENT DATE, ANNUAL RENT (SIMPLIFIED LEASE) (APR 2011)

At acceptance, the space shall be measured in accordance with the standards set forth in this Lease to determine the Rentable Area of the Premises for determining the annual rent. If the ANSI/BOMA Area of the space exceeds the amount stated in Line 10 of Exhibit A (and, if applicable, Line 11), the annual rent shall be calculated on the basis of the ANSI/BOMA Area(s) stated in Section II of Exhibit A. At acceptance, the Lease term shall commence. The Lease Term Commencement Date, final measurement of the Premises, establishment of the annual rent shall be memorialized by Lease Amendment.

3.05 PAYMENT OF BROKER (SIMPLIFIED LEASE) (JULY 2011) INTENTIONALLY DELETED

3.06 AS-BUILT DRAWINGS (SIMPLIFIED LEASE) (APR 2011)

Not later than 60 days after the acceptance of the space, the Lessor shall furnish to the Government a complete set Computer Aided Design (CAD) files of as-built floor plans showing the space under lease, as well as corridors, stairways, and core areas. The plans shall have been generated by a CAD program which is compatible with the latest release of AutoCAD. The required file extension is .DWG. Clean and purged files shall be submitted on CD-ROM. They shall be labeled with the building name, address, list of drawings, dates of drawings, and Lessor's architect’s name and phone number. The Lessor’s operator shall demonstrate the submission on Government equipment, if requested by the LCO.

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SECTION 4 DESIGN AND CONSTRUCTION STANDARDS FOR BUILDING AND TENANT IMPROVEMENTS

4.01 DESIGN, CONSTRUCTION, AND MAINTENANCE OF THE BUILDING AND TENANT IMPROVEMENTS (APR 2011)

The Building Shell and TIs shall be designed, constructed, and maintained in accordance with the standards set forth herein and any applicable manufacturers’ manuals and warranties. For pricing, fulfillment of all requirements not specifically designated as Tenant Improvement items shall be deemed included in the Shell Rent or other rent components as appropriate.

4.02 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (APR 2011)

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

B. THE LESSOR REMAINS SOLELY RESPONSIBLE FOR DESIGNING, CONSTRUCTING, OPERATING, AND MAINTAINING THE LEASED PREMISES IN FULL ACCORDANCE WITH THE LEASE REQUIREMENTS. The Government retains the right to review and approve many aspects of the Lessor’s design, including without limitation, review of the Lessor’s design and construction drawings, shop drawings, product data, finish samples, and completed Base Building and Tenant Improvement construction. The Government shall work closely with the Lessor, in an integrated manner, to identify potential design flaws, to minimize costly misdirection of effort, and to assist the Lessor in its effort to monitor whether such design and construction comply with applicable laws and satisfy all Lease requirements.

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

D. Design and construction and performance information is contained throughout several of the documents which comprise this Lease. The Lessor shall provide to space planners, architects, engineers, construction contractors, etc., all information required whether it is found in this lease, Special Requirements and Attachments, Price Lists or Design Intent Drawings. Reliance upon one of these documents to the exclusion of any other may result in an incomplete understanding of the scope of the work to be performed and/or services to be provided.

4.03 BUILDING SHELL REQUIREMENTS (SIMPLIFIED) (APR 2011)

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

4.04 VESTIBULES (APR 2011)

A. Vestibules shall be provided at public entrances and exits wherever weather conditions and heat loss are important factors for consideration. In the event of negative air pressure conditions, provisions shall be made for equalizing air pressure.

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

4.05 MEANS OF EGRESS (APR 2011)

A. Offered space shall meet or be upgraded to meet prior to occupancy, the applicable egress requirements in the National Fire Protection Association (NFPA) 101, Life Safety Code (current as of the award date of this Lease), or an alternative approach or method for achieving a level of safety deemed equivalent and acceptable by the Government.

B. Offered space shall provide unrestricted access to a minimum of two remote exits on each floor of Government occupancy.

Interlocking or scissor stairs shall only be counted as one approved exit stair. Open air fire escapes shall not be counted as an approved exit stair. In addition, the requirements for door hardware, exit remoteness and discharge from exits shall meet the requirements in NFPA 101, Life Safety Code (current as of the award date of this Lease), or an alternative approach or method for achieving a level of safety deemed equivalent and acceptable to the Government.

4.06 AUTOMATIC FIRE SPRINKLER SYSTEM (APR 2011)

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A. Offered space located below-grade, including parking garage areas, and all areas in a building referred to as "hazardous areas" (defined in NFPA 101) that are located within the entire building (including non-Government areas) shall be protected by an automatic fire sprinkler system or an equivalent level of safety.

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

C. For buildings in which any portion of the offered space is on or above the sixth floor and Lease of the offered space will result, either individually or in combination with other Government leases in the offered building, in the Government leasing 35,000

sq. ft. or more ABOA sq. ft. of space in the offered building, then the entire building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety.

D. Automatic sprinkler system(s) shall be maintained in accordance with the requirements NFPA 25, Standard for the Inspection, Testing, and Maintenance of Water-based Fire Protection Systems (current as of the award date of this Lease), or the applicable local codes.

E. Definitions:

1. “Automatic sprinkler system” means an electronically supervised, integrated system of underground and overhead piping, designed in accordance with National Fire Protection Association (NFPA) 13, Installation of Sprinkler Systems. The system is usually activated by heat from fire and discharges water over the fire area. The system includes an adequate water supply.

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

4.07 FIRE ALARM SYSTEM (APR 2011)

A. A building-wide fire alarm system shall be installed in buildings in which any portion of the offered space is located on the third floor or higher, with two or more stories in height above the lowest level of exit discharge. The fire alarm system shall meet the installation and operational requirements of the applicable local codes and ordinances adopted by the jurisdiction in which the building is located.

B. The fire alarm system shall be maintained in accordance with the requirements of the applicable local codes or NFPA 72, national fire alarm and signaling code (current as of the award of the lease). The fire alarm system wiring and equipment shall be electrically-supervised and shall automatically notify the local fire department, remote station, or ul listed central station.

C. If a building’s fire alarm control unit is over 25 years old, the lessor shall install a new fire alarm system in accordance with the requirements of NFPA 72, national fire alarm and signaling code (current as of the award of the lease) or applicable local codes prior to government acceptance and occupancy of the offered space.

4.08 ENERGY INDEPENDENCE AND SECURITY ACT (MAY 2011)

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

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

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

2. Complete those energy efficiency and conservation improvements, if any, agreed to by Lessor in lieu of earning the

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

C. The Offeror is encouraged to purchase at least 50 percent of the Government agency’s electricity from renewable sources.

4.09 ELEVATORS (APR 2011)

A. The Lessor shall provide suitable passenger and, when required by the Government, freight elevator service to any Government demised area not having ground level access. Service shall be available during the hours specified in the “Normal Hours” paragraph in this Lease. However, one passenger and, when required by the Government, one freight elevator shall be available at all times for Government use. When a freight elevator is required by the Government, it shall be accessible to the loading areas. When possible, the Government shall be given 24-hour advance notice if the service is to be interrupted for more

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than 1-1/2 hours. Normal service interruption shall be scheduled outside of the Government’s normal working hours. The Lessor shall also use best efforts to minimize the frequency and duration of unscheduled interruptions.

B. Code: Elevators shall conform to the current requirements of the American Society of Mechanical Engineers ASME A17.1, Safety Code for Elevators and Escalators (current as of the award date of this Lease). Where provided, elevator-lobby and elevator-machine-room smoke detectors shall activate the building fire alarm system, provide Phase 1 automatic recall of the elevator(s), and automatically notify either the local fire department, remote station, or UL listed central station. The elevator shall be inspected and maintained in accordance with the current edition of the ASME A17.2, Inspectors' Manual for Elevators. Except for the reference to ASME A17.1 in ABAAS Section F105.2.2, all elevators must meet ABAAS requirements for accessibility in Sections 407, 408, and 409 of ABAAS.

C. Safety Systems: Elevators shall be equipped with telephones or other two-way emergency communication systems. The system used shall be marked and shall reach an emergency communication location staffed 24 hours per day, 7 days per week.

4.10 ACCESSIBILITY (APR 2011)

The building, leased space, and areas serving the leased space shall be accessible to persons with disabilities in accordance with the Architectural Barriers Act Accessibility Standard (ABAAS), Appendices C and D to 36 CFR Part 1191 (ABA Chapters 1 and 2, and Chapters 3 through 10). To the extent the standard referenced in the preceding sentence conflicts with local accessibility requirements, the more stringent shall apply.

4.11 FLOORS AND FLOOR LOAD (APR 2011)

A. All adjoining floor areas shall be of a common level, not varying more than 1/4 inch over a 10-foot horizontal run in accordance with the American Concrete Institute standards, and non-slip.

B. Under-floor surfaces shall be smooth and level. Office areas shall have a minimum live load capacity of 50 pounds per sq.

ft. plus 20 pounds per sq. ft. for moveable partitions. Storage areas shall have a minimum live load capacity of 100 pounds per ABOA sq. ft., including moveable partitions. A report showing the floor load capacity, at no cost to the Government, by a registered professional engineer may be required. Calculations and structural drawings may also be required.

4.12 CEILINGS (APR 2011)

A. A complete acoustical ceiling system (which includes grid and lay-in tiles or other building standard ceiling system as approved by the Lease Contracting Officer) throughout the Government demised area…