LEASE 57-6526-12-804 HOLDRGE.pdf

LEASE NO. 57-6526-12-804, PAGE 1 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/2011)

LEASE NO. 57-6526-12-804 Simplified Lease GSA FORM L201A (September 2011)

INSTRUCTIONS TO OFFERORS: Fill in this form with the required information where appropriate, initial each page, sign on this page (type in name and title), and have a witness to your signature sign also. Upon selection for award, RPLO will countersign the Lease document.

This Lease is made and entered into between

Lessor’s Name _________________________________

("the Lessor"), whose principal place of business is _______________________, and whose interest in the Property described herein is that of Fee Owner, and The United States of America

("the Government"), acting by and through the designated representative of the Government, 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 herein, being all or a portion of the Property located at and more fully described in Section 1 and attached Exhibits, together with rights to the use of parking and other areas as set forth herein.

LEASE TERM

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

5 Years, 5 Years Option, subject to termination and renewal rights as may be hereinafter set forth, to be used for such purposes as determined by the Goverrnment. The commencement date of this Lease, February 1, 2012 along with any applicable termination and renewal rights, shall more specifically be set forth in a Lease Amendment upon substantial completion and acceptance of the Space by the Government.

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

FOR THE LESSOR:

Name:

Title:

Date: ______________________________________________

FOR THE GOVERNMENT:

[LCO’S NAME]

Lease Contracting Officer

WITNESSED BY:

Name:

Title:

[Type text]

LEASE NO. 57-6526-804, PAGE 2 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11)

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (SIMPLIFIED) (AUG 2011)

1.02 EXPRESS APPURTENANT RIGHTS (SIMPLIFIED) (SEPT 2011)

1.03 RENTAL CONSIDERATION (SIMPLIFIED) (SEPT 2011)

1.04 BROKER COMMISSION AND COMMISSION CREDIT (SIMPLIFIED) (APR 2011)

1.05 TERMINATION RIGHTS (SIMPLIFIED) (SEPT 2011)

1.06 RENEWAL RIGHTS (SIMPLIFIED) (APR 2011)

1.07 DOCUMENTS INCLUDED WITH LEASE (SIMPLIFIED) (AUG 2011)

1.08 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (SIMPLIFIED) (SEPT 2011)

1.09 OPERATING COST BASE (SIMPLIFIED) (AUG 2011)

1.10 ADDITIONAL BUILDING IMPROVEMENTS (AUG 2011)

SECTION 2 GENERAL TERMS, CONDITIONS AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (AUG 2011)

2.02 AUTHORIZED REPRESENTATIVES (AUG 2011)

2.03 WAIVER OF RESTORATION (APR 2011)

2.04 PAYMENT OF BROKER (SIMPLIFIED) (AUG 2011)

2.05 CHANGE OF OWNERSHIP (APR 2011)

2.06 REAL ESTATE TAX ADJUSTMENT (AUG 2011)

2.07 ADJUSTMENT FOR VACANT PREMISES (SIMPLIFIED) (SEPT 2011)

2.08 OPERATING COSTS ADJUSTMENT (APR 2011)

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

2.10 DEFAULT BY LESSOR (SIMPLIFIED) (APR 2011)

2.11 INTEGRATED AGREEMENT (SIMPLIFIED) (APR 2011)

2.12 MUTUALITY OF OBLIGATION (SIMPLIFIED) (APR 2011)

2.13 CHANGES (SIMPLIFIED) (SEPT 2011)

2.14 COMPLIANCE WITH APPLICABLE LAW (SIMPLIFIED) (APR 2011)

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 WORK PERFORMANCE (AUG 2011)

3.02 RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES) (SEP 2000)

3.03 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (DEC 2010)

3.04 WOOD PRODUCTS (AUG 2008)

3.05 ADHESIVES AND SEALANTS (AUG 2008)

3.06 BUILDING SHELL REQUIREMENTS (APR 2011)

3.07 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (SIMPLIFIED) (SEPT 2011)

3.08 QUALITY AND APPEARANCE OF BUILDING (APR 2011)

3.09 VESTIBULES (APR 2011)

3.10 MEANS OF EGRESS (AUG 2011)

3.11 AUTOMATIC FIRE SPRINKLER SYSTEM (AUG 2011)

3.12 FIRE ALARM SYSTEM (AUG 2011)

3.13 ENERGY INDEPENDENCE AND SECURITY ACT (MAY 2011)

3.14 ELEVATORS (SIMPLIFIED) (AUG 2011)

3.15 DEMOLITION (SIMPLIFIED) (AUG 2011)

3.16 ACCESSIBILITY (FEB 2007)

3.17 CEILINGS (SIMPLIFIED) (AUG 2011)

3.18 EXTERIOR AND COMMON AREA DOORS AND HARDWARE (AUG 2011)

3.19 WINDOWS (SIMPLIFIED) (AUG 2011)

3.20 PARTITIONS: PERMANENT (APR 2011)

3.21 INSULATION: THERMAL, ACOUSTIC, AND HVAC (APR 2011)

3.22 PAINTING (AUG 2011)

3.23 FLOORS AND FLOOR LOAD (AUG 2011)

3.24 FLOOR COVERING AND PERIMETERS (SIMPLIFIED) (AUG 2011)

3.25 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011)

3.26 ELECTRICAL (SIMPLIFIED) ( SEPT 2011)

3.27 ADDITIONAL ELECTRICAL CONTROLS (APR 2011)

3.28 PLUMBING (APR 2011)

3.29 DRINKING FOUNTAINS (APR 2011)

3.30 TOILET ROOMS (SIMPLIFIED) (SEPT 2011)

3.31 HEATING, VENTILATION, AND AIR CONDITIONING (SIMPLIFIED) (APR 2011)

3.32 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SIMPLIFIED) (AUG 2011)

3.33 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (SIMPLIFIED) (SEPT 2011)

3.34 LIGHTING: INTERIOR AND PARKING (SIMPLIFIED) (SEPT 2011)

3.35 INDOOR AIR QUALITY DURING CONSTRUCTION (DEC 2007)

3.36 DETERRENCE TO UNAUTHORIZED ENTRY (NOV 2005)

LEASE NO. 57-6526-804, PAGE 3 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11)

3.37 ACCESS TO UTILITY AREAS (NOV 2005)

3.38 MECHANICAL AREAS AND BUILDING ROOFS (AUG 2011)

3.39 ACCESS TO BUILDING INFORMATION (NOV 2005)

3.40 IDENTITY VERIFICATION OF PERSONNEL (MAY 2007)

3.41 SECURE HVAC: AIRBORNE HAZARDS (NOV 2005)

3.42 EMERGENCY POWER TO CRITICAL SYSTEMS (NOV 2005)

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (SIMPLIFIED) (AUG 2011)

4.02 GREEN LEASE SUBMITTALS (SIMPLIFIED) (AUG 2011)

4.03 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (SIMPLIFIED) (SEPT 2011)

4.04 ACCESS PRIOR TO ACCEPTANCE OF SPACE (SIMPLIFIED) (APR 2011)

4.05 CONSTRUCTION INSPECTIONS (APR 2011)

4.06 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (SIMPLIFIED) (AUG 2011)

4.07 LEASE TERM COMMENCEMENT DATE AND RENT RECONCILIATION (SIMPLIFIED) (SEPT 2011)

4.08 AS-BUILT DRAWINGS (APR 2011)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT (TI) REQUIREMENTS (AUG 2011)

5.02 FINISH SELECTIONS (SIMPLIFIED) (SEPT 2011)

5.03 WINDOW COVERINGS (SIMPLIFIED) (AUG 2011)

5.04 DOORS: SUITE ENTRY (AUG 2011)

5.05 DOORS: INTERIOR (AUG 2011)

5.06 DOORS: HARDWARE (DEC 2007)

5.07 DOORS: IDENTIFICATION (SIMPLIFIED) (AUG 2011)

5.08 PARTITIONS: SUBDIVIDING (SIMPLIFIED) (AUG 2011)

5.09 WALL FINISHES (SIMPLIFIED) (AUG 2011)

5.10 PAINTING (APR 2011)

5.11 FLOOR COVERINGS AND PERIMETERS (AUG 2011)

5.12 HEATING AND AIR CONDITIONING (APR 2011)

5.13 ELECTRICAL: DISTRIBUTION (APR 2011)

5.14 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SIMPLIFIED) (AUG 2011)

5.15 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.16 DATA DISTRIBUTION (SIMPLIFIED) (SEPT 2011)

5.17 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (SIMPLIFIED) (SEPT 2011)

5.18 LIGHTING: INTERIOR AND PARKING (SEPT 2011)

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

6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (AUG 2011)

6.02 UTILITIES (APR 2011)

6.03 UTILITIES SEPATE FROM RENTAL (SIMPLIFIED) (SEP 2011)

6.04 HEATING AND AIR CONDITIONING (AUG 2011)

6.05 OVERTIME HVAC USAGE (SIMPLIFIED) (SEPT 2011)

6.06 JANITORIAL SERVICES (SEPT 2011)

6.07 SELECTION OF CLEANING PRODUCTS (APR 2011)

6.08 SELECTION OF PAPER PRODUCTS (APR 2011)

6.09 SNOW REMOVAL (APR 2011)

6.10 MAINTENANCE AND TESTING OF SYSTEMS (SIMPLIFIED) (APR 2011)

6.11 MAINTENANCE OF PROVIDED FINISHES (APR 2011)

6.12 ASBESTOS ABATEMENT (APR 2011)

6.13 ONSITE LESSOR MANAGEMENT (APR 2011)

6.14 SCHEDULE OF PERIODIC SERVICES (SIMPLIFIED) (APR 2011)

6.15 LANDSCAPE MAINTENANCE (APR 2011)

6.16 RECYCLING (SIMPLIFIED) (SEPT 2011)

6.17 INDOOR AIR QUALITY (DEC 2007)

6.18 RADON IN AIR (AUG 2008)

6.19 RADON IN WATER (AUG 2008)

6.20 HAZARDOUS MATERIALS (OCT 1996)

6.21 MOLD (SIMPLIFIED) (SEPT 2011)

6.22 OCCUPANT EMERGENCY PLANS (APR 2011)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

LEASE NO. 57-6526-804, PAGE 4 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11)

1.01 THE PREMISES (SIMPLIFIED) (AUG 2011)

The Premises are as described under Exhibit A, Proposal to Lease Space, GSA Form 1364A.

1.02 EXPRESS APPURTENANT RIGHTS (SIMPLIFIED) (SEPT 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.

Appurtenant to the Premises and included with the Lease are rights to use the following:

A. Parking: Parking shall be provided as described under Block _6__ of Exhibit A, Proposal to Lease Space, GSA Form 1364A. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property.

1.03 RENTAL CONSIDERATION (SIMPLIFIED) (SEPT 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 on Exhibit A, GSA Form 1364A and the actual ANSI/BOMA Office Area (ABOA) delivered for occupancy and use by the Government, not to exceed the maximum ABOA solicited by the Government. 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 on Exhibit A, GSA Form 1364A and the Agency Specific Requirements (ASR) attached hereto, all taxes of any kind, and all operating costs. Unless a separate rate is specified on Exhibit A, GSA Form 1364A, rights to parking areas will be deemed included in the rent.

Rent shall not be adjusted for changes in taxes or operating costs.

1.04 BROKER COMMISSION AND COMMISSION CREDIT (SIMPLIFIED) (APR 2011)

1.05 TERMINATION RIGHTS (SIMPLIFIED) (SEPT 2011)

The Government may terminate this Lease, in whole or in parts, effective after the firm 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.

1.06 RENEWAL RIGHTS (SIMPLIFIED) (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 on Form 1364A, provided notice is given to the Lessor at least 60 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 full force and effect during any renewal term.

1.07 DOCUMENTS INCLUDED WITH LEASE (SIMPLIFIED) (AUG 2011)

The following documents are included as part of the Lease:

DOCUMENT NAME

NO. OF

PAGES

EXHIBIT

Proposal to Lease Space (GSA Form 1364A) 13 A Agency Specific Requirements, Dated Nov 4, 2011 9 D Additional Security Requirements N/A Representations and Certifications (GSA Form 3518A) 4 C Floor Plan Delineating the Premises Amendments to RLP No.

1.08 PERCENTAGE OF OCCUPANCY FOR TAX ADJUSTMENT (SIMPLIFIED) (SEPT 2011)

As of the Lease Award Date, the Government’s Percentage of Occupancy, as defined in the Real Estate Tax Adjustment clause of this Lease is _____ percent.

1.09 OPERATING COST BASE (SIMPLIFIED) (AUG 2011)

The parties agree that for the purpose of applying the clause titled "Operating Costs Adjustment" that the Lessor's base rate for operating costs is $________ per rentable square foot.

1.10 ADDITIONAL BUILDING IMPROVEMENTS (AUG 2011)

In addition to construction of the Tenant Improvements as required in this Lease, the Lessor shall be required to complete the following additional building improvements (e.g., Fire Protection and Life Safety, Seismic, and Energy Efficiency) prior to acceptance of the Space:

LEASE NO. 57-6526-804, PAGE 5 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11)

A. _______________ B. _______________ C. _______________

SECTION 2 GENERAL TERMS, CONDITIONS AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (AUG 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 and Express Appurtenant Rights.

B. Broker. If GSA awarded this Lease using a contract real estate broker, Broker shall refer to GSA's Broker.

C. Commission Credit. If GSA awarded this Lease using a Broker, and the Broker agreed to forego a percentage of its commission to which it is entitled in connection with the award of this Lease, the amount of this credit is referred to as the Commission Credit.

D. Common area factor (CAF). The CAF is a conversion factor determined by the Building owner and applied by the owner to the ABOA SF to determine the RSF for the offered space.

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

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

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

H. Lease term commencement date. The Lease term commencement date means the date on which the Lease term commences.

I. Lease award date. The Lease Award Date means the date that the Lease is executed by the LCO (and on which the parties’ obligations under the Lease begin).

J. The Premises. The Premises are defined as the total OA or other type of Space, together with all associated Common Areas, described in Section I of this Lease, and delineated by plan in the attached Exhibit. Parking and other areas to which the Government has rights under this Lease are not included in the Premises.

K. 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 Premises are located shall be referred to herein as "the Building(s).”

L. Rentable square feet (RSF). Rentable space is the area for which a tenant is charged rent. It is determined by the Building owner and may vary by city or by building within the same city. The rentable space may include a share of Building support/common areas such as elevator lobbies, Building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The rentable space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts.

M. 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.

N. Standard for Measuring 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 ABOA.

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

2.02 AUTHORIZED REPRESENTATIVES (AUG 2011)

The signatories to this Lease shall have full authority to bind their respective principles with regard to all matters relating to this Lease. No other persons shall be understood to have any authority to bind their respective principles to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its Lease LCO (LCO) without notice or express delegation by the prior LCO.

2.03 WAIVER OF RESTORATION (APR 2011)

LEASE NO. 57-6526-804, PAGE 6 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11)

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.

2.04 PAYMENT OF BROKER (SIMPLIFIED) (AUG 2011)

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) and complete and sign GSA Form 3518A, Representations and Certifications (to substitute Exhibit X).

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 paragraph D, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in paragraph F. So long as any delays in effecting the recognition of Transferee as Lessor are not the responsibility of the Government, no interest shall accrue on suspended rent.

2.06 REAL ESTATE TAX ADJUSTMENT (AUG 2011)

A. Purpose: This paragraph provides for adjustment in the rent ("tax adjustment") to account for increases or decreases in real estate taxes for the Property after the establishment of the real estate tax base, as those terms are defined herein. Tax adjustments shall be calculated in accordance with this Clause.

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

1. “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).

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

3. "Taxing authority" is a state, commonwealth, territory, county, city, parish, or political subdivision thereof, authorized by law to levy, assess, and collect real estate taxes.

4. “Tax year” refers to the 12-month period adopted by a taxing authority as its fiscal year for assessing real estate taxes on an annual basis.

5. "Tax abatement" is an authorized reduction in the Lessor's liability for real estate taxes below that determined by applying the generally applicable real estate tax rate to the fully assessed (as hereinafter defined) valuation of the Property.

6. "Unadjusted real estate taxes" are the full amount of real estate taxes that would be assessed for the Property for one full tax year without regard to the Lessor's entitlement to any tax abatements (except if such tax abatement came into effect after the date of award of the Lease), and not including any late charges, interest or penalties. If a tax abatement comes into effect after the date of award of the Lease, "unadjusted real

LEASE NO. 57-6526-804, PAGE 7 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11) estate taxes" are the full amount of real estate taxes assessed for the Property for one full tax year, less the amount of such tax abatement, and not including any late charges, interest, or penalties.

7. "Real estate tax base" is the unadjusted real estate taxes for the first full tax year following the commencement of the Lease term.

If the real estate taxes for that tax year are not based upon a Full Assessment of the Property, then the real estate tax base shall be the unadjusted real estate taxes for the Property for the first full tax year for which the real estate taxes are based upon a Full Assessment. Such first full tax year may be hereinafter referred to as the "tax base year." Alternatively, the real estate tax base may be an amount negotiated by the parties that reflects an agreed upon base for a fully assessed value of the property.

8. The Property is deemed to be “fully assessed" (and real estate taxes are deemed to be based on a "Full Assessment") only when a taxing authority has, for the purpose of determining the Lessor's liability for real estate taxes, determined a value for the Property taking into account the value of all improvements contemplated for the Property pursuant to the Lease, and issued to the Lessor a tax bill or other notice of levy wherein the real estate taxes for the full tax year are based upon such Full Assessment. At no time prior to the issuance of such a bill or notice shall the Property be deemed fully assessed.

9. "Percentage of occupancy" refers to that portion of the Property exclusively occupied or used by the Government pursuant to the

Lease. For Buildings, the percentage of occupancy is determined by calculating the ratio of the RSF occupied by the Government pursuant to the Lease to the total RSF in the Building or Buildings so occupied, and shall not take into account the Government's ancillary rights including, but not limited to, parking or roof space for antennas (unless facilities for such ancillary rights are separately assessed). This percentage shall be subject to adjustment to take into account increases or decreases for Space leased by the Government or for rentable Space on the Property.

C. Adjustment for changes in real estate taxes. After the Property is fully assessed, the Government shall pay its share of any increases and shall receive its share of any decreases in the real estate taxes for the Property, such share of increases or decreases to be referred to herein as "tax adjustment." The amount of the tax adjustment shall be determined by multiplying the Government's percentage of occupancy by the difference between the current year unadjusted real estate taxes and the real estate tax base, less the portion of such difference not paid due to a tax abatement (except if a tax abatement comes into effect after the date of award of the Lease). If a tax abatement comes into effect after the date of award of the Lease, the amount of the tax adjustment shall be determined by multiplying the Government's percentage of occupancy by the difference between the current year unadjusted real estate taxes and the real estate tax base. The Government shall pay the tax adjustment in a single annual lump sum payment to the Lessor. In the event that this tax adjustment results in a credit owed to the Government, the Government may elect to receive payment in the form of a rental credit or lump sum payment.

1. If the Property contains more than one separately assessed parcel, then more than one tax adjustment shall be determined based upon the percentage of occupancy, real estate tax base, and real estate taxes for each respective parcel.

2. After commencement of the Lease term, the Lessor shall provide to the LCO copies of all real estate tax bills for the Property, all documentation of tax abatements, credits, or refunds, if any, and all notices which may affect the assessed valuation of the Property, for the tax year prior to the commencement of the Lease Term, and all such documentation for every year following. Lessor acknowledges that the LCO shall rely on the completeness and accuracy of these submissions in order to establish the real estate tax base and to determine tax adjustments. The LCO may memorialize the establishment of the real estate tax base by issuing a unilateral administrative supplemental Lease agreement indicating the base year, the amount of the real estate tax base, and the Government's percentage of occupancy.

3. The real estate tax base is subject to adjustment when increases or decreases to real estate taxes in any tax year are attributable to (a) improvements or renovations to the Property not required by this Lease, or (b) changes in net operating income for the Property not derived from this Lease. If either condition results in a change to the real estate taxes, the LCO may re-establish the real estate tax base as the unadjusted real estate taxes for the tax year the Property is reassessed under such condition, less the amount by which the unadjusted real estate taxes for the tax year prior to reassessment exceeds the prior real estate tax base.

4. If this Lease includes any options to renew the term of the Lease, or be otherwise extended, the real estate tax base for determining tax adjustments during the renewal term or extension shall be the last real estate tax base established during the base term of the Lease.

5. If any real estate taxes for the Property are retroactively reduced by a taxing authority during the term of the Lease, the

Government shall be entitled to a proportional share of any tax refunds to which the Lessor is entitled, calculated in accordance with this Clause.

Lessor acknowledges that it has an affirmative duty to disclose to the Government any decreases in the real estate taxes paid for the Property during the term of the Lease. Lessor shall annually provide to the LCO all relevant tax records for determining whether a tax adjustment is due, irrespective of whether it seeks an adjustment in any tax year.

6. If the Lease terminates before the end of a tax year, or if rent has been suspended, payment for the real estate tax increase due because of this section for the tax year will be prorated based on the number of days that the Lease and the rent were in effect. Any credit due the Government after the expiration or earlier termination of the Lease shall be made by a lump sum payment to the Government or as a rental credit to any succeeding Lease, as determined in the LCO's sole discretion. Lessor shall remit any lump sum payment to the Government within 15 calendar days of payment or credit by the taxing authority to Lessor or Lessor’s designee. If the credit due to the Government is not paid by the due date, interest shall accrue on the late payment at the rate established by the Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978, as amended (41 USC § 611), that is in effect on the day after the due date. The interest penalty shall accrue daily on the amount of the credit and shall be compounded in 30-day increments inclusive from the first day after the due date through the payment date. The Government shall have the right to pursue the outstanding balance of any tax credit using all such collection methods as are available to the United States to collect debts.

Such collection rights shall survive the expiration of this Lease.

7. In order to obtain a tax adjustment, the Lessor shall furnish the LCO with copies of all paid tax receipts, or other similar evidence of payment acceptable to the LCO, and a proper invoice (as described in GSA Form 3517, General Clauses, 552.232-75, Prompt Payment) for the requested tax adjustment, including the calculation thereof. All such documents must be received by the LCO within 60 calendar days after the last date the real estate tax payment is due from the Lessor to the taxing authority without payment of penalty or interest. FAILURE TO SUBMIT THE

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PROPER INVOICE AND EVIDENCE OF PAYMENT WITHIN SUCH TIME FRAME SHALL CONSTITUTE A WAIVER OF THE LESSOR’S RIGHT TO

RECEIVE A TAX ADJUSTMENT PURSUANT TO THIS CLAUSE FOR THE TAX YEAR AFFECTED.

8. Tax appeals. If the Government occupies more than 50 percent of the Building by virtue of this and any other Government

Lease(s), the Government may, upon reasonable notice, direct the Lessor to initiate a tax appeal, or the Government may elect to contest the assessed valuation on its own behalf or jointly on behalf of Government and the Lessor. If the Government elects to contest the assessed valuation on its own behalf or on behalf of the Government and the Lessor, the Lessor shall cooperate fully with this effort, including, without limitation, furnishing to the Government information necessary to contest the assessed valuation in accordance with the filing requirements of the taxing authority, executing documents, providing documentary and testimonial evidence, and verifying the accuracy and completeness of records. If the Lessor initiates an appeal at the direction of the Government, the Government shall have the right to approve the selection of counsel who shall represent the Lessor with regard to such appeal, which approval shall not be unreasonably withheld, conditioned or delayed, and the Lessor shall be entitled to a credit in the amount of its reasonable expenses in pursuing the appeal.

2.07 ADJUSTMENT FOR VACANT PREMISES (SIMPLIFIED) (SEPT 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.

2.08 OPERATING COSTS ADJUSTMENT (APR 2011)

A. Beginning with the second year of the Lease and each year thereafter, the Government shall pay annual incremental adjusted rent for changes in costs for cleaning services, supplies, materials, maintenance, trash removal, landscaping, water, sewer charges, heating, electricity, and certain administrative expenses attributable to occupancy.

B. The amount of adjustment will be determined by multiplying the base rate by the annual percent of change in the Cost of Living Index. The percent change will be computed by comparing the index figure published for the month prior to the Lease commencement date with the index figure published for the month prior which begins each successive 12-month period. For example, a Lease which commences in June of 2005 would use the index published for May of 2005, and that figure would be compared with the index published for May of 2006, May of 2007, and so on, to determine the percent change. The Cost of Living Index will be measured by the Department of Labor revised Consumer Price Index for urban wage earners and clerical workers, U.S. city average, all items figure, (1982 to 1984 = 100) published by the Bureau of Labor Statistics. Payment will be made with the monthly installment of fixed rent. Rental adjustments will be effective on the anniversary date of the Lease; however, payment of the adjusted rental rate will become due on the first workday of the second month following the publication of the Cost of Living Index for the month prior to the commencement of each 12-month period.

C. In the event of any decreases in the Cost of Living Index occurring during the term of the occupancy under the Lease, the rental amount will be reduced accordingly. The amount of such reductions will be determined in the same manner as increases in rent provided under this paragraph.

D. If the Government exercises an option to extend the Lease term at the same rate as that of the original term, the option price will be based on the adjustment during the original term. Annual adjustments will continue.

2.09 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 is 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.

2.10 DEFAULT BY LESSOR (SIMPLIFIED) (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

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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

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.

2.11 INTEGRATED AGREEMENT (SIMPLIFIED) (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.

2.12 MUTUALITY OF OBLIGATION (SIMPLIFIED) (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.

2.13 CHANGES (SIMPLIFIED) (SEPT 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. The Lessor’s failure to assert its right for adjustment within the time frame specified herein shall be a waiver of the Lessor’s right to an adjustment under this paragraph

2.14 COMPLIANCE WITH APPLICABLE LAW (SIMPLIFIED) (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.

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 WORK PERFORMANCE (AUG 2011)

All work in performance of this Lease shall be done by skilled workers or mechanics and shall be acceptable to the LCO. The LCO retains the right to reject the Lessor’s workers (1) if such are unlicensed, unskilled, or otherwise incompetent, or (2) if such have demonstrated a history of either untimely

LEASE NO. 57-6526-804, PAGE 10 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11) or otherwise unacceptable performance in connection with work carried out in conjunction with either this contract or other government or private contracts.

3.02 RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES) (SEP 2000)

A. The Lessor shall comply to the extent feasible with the Resource Conservation and Recovery Act (RCRA), Section 6002, 1976. The Lessor shall use recycled content products as indicated in this RLP and as designated by the U.S. Environmental Protection Agency (EPA) in the Comprehensive Procurement Guidelines (CPG), 40 CFR Part 247, and its accompanying Recovered Materials Advisory Notice (RMAN). The CPG lists the designated recycled content products. EPA also provides recommended levels of recycled content for these products. The list of designated products, EPA’s recommendations, and lists of manufacturers and suppliers of the products can be found at http:/www.epa.gov//.

B. The Lessor, if unable to comply with both the CPG and RMAN lists, shall submit a Request for Waiver for each material to the LCO with the TI pricing submittal. The request for waiver shall be based on the following criteria:

1. The cost of the recommended product is unreasonable.

2. Inadequate competition exists.

3. Items are not available within a reasonable period.

4. Items do not meet the RLP's performance standards.

3.03 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (DEC 2010)

A. Items and materials existing in the leased Premises, or to be removed from the leased Premises during the demolition phase, are eligible for reuse in the construction phase of the project. The reuse of items and materials is preferable to recycling them; however, items considered for reuse shall be in re-furbished condition and shall meet the quality standards set forth by the Government in this Lease. In the absence of definitive quality standards, the Lessor is responsible to confirm that the quality of the item(s) in question shall meet or exceed accepted industry or trade standards for first quality commercial grade applications.

B. The Lessor shall submit a reuse plan to the LCO. The Government will not pay for existing fixtures and other Tenant Improvements accepted in place. However, the Government will reimburse the Lessor, as part of the Tenant Improvement Allowance, the costs to repair or improve such fixtures or improvements identified on the reuse plan and approved by the LCO.

3.04 WOOD PRODUCTS (AUG 2008)

A. For all new installations of wood products, the Lessor is encouraged to use independently certified forest products. For information on certification and certified wood products, refer to the Forest Certification Resource Center (www.certifiedwood.org), the Forest Stewardship Council United States (www.fscus.org), or the Sustainable Forestry Initiative (www.aboutsfi.org).

B. New installations of wood products used under this contract shall not contain wood from endangered wood species, as listed by the Convention on International Trade in Endangered Species. The list of species can be found at www.cites.org/eng/resources/species.html.

C. Particle board, strawboard, and plywood materials shall comply with Department of Housing and Urban Development (HUD) standards for formaldehyde emission controls. Plywood materials shall not emit formaldehyde in excess of 0.2 parts per million (ppm), and particleboard materials shall not emit formaldehyde in excess of 0.3 ppm.

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

3.05 ADHESIVES AND SEALANTS (AUG 2008)

All adhesives employed on this project (including, but not limited to, adhesives for carpet, carpet tile, plastic laminate, wall coverings, adhesives for wood, or sealants) shall be those with the lowest possible VOC content below 20 grams per liter and which meet the requirements of the manufacturer of the products adhered or involved. The Lessor shall use adhesives and sealants with no formaldehyde or heavy metals. Adhesives and other materials used for the installation of carpets shall be limited to those having a flash point of 140 degrees F or higher.

3.06 BUILDING SHELL REQUIREMENTS (APR 2011)

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

B. Base structure and Building enclosure components shall be complete. All common areas accessible by the Government, such as lobbies, fire egress corridors and stairwells, elevators, garages, and 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 fire egress corridor necessary to meet code is provided as part of the shell.

3.07 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (SIMPLIFIED) (SEPT 2011)

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

LEASE NO. 57-6526-804, PAGE 11 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (11/4/11) its designs, drawings, specifications, or other services. THE LESSOR REMAINS SOLELY RESPONSIBLE FOR DESIGNING, CONSTRUCTING, OPERATING, AND MAINTAINING THE LEASED PREMISES IN FULL ACCORDANCE WITH THE REQUIREMENTS OF THE LEASE. The Government retains the right to review and approve aspects of the Lessor’s design. 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.

3.08 QUALITY AND APPEARANCE OF BUILDING (APR 2011)

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