SIMPLIFIED LEASE CONTRACT FORM L201A REV9_30_11.DOCX

LEASE NO. 57-3D47-13-001

Simplified Lease GSA FORM L201A (September 2011)

INSTRUCTIONS TO LEASING SPECIALISTS: DELETE RED TEXT BELOW (instructions to offerors) PRIOR TO FINALIZING LEASE DOCUMENT. The red XX throughout the document indicate information that needs to be input by the Leasing specialist – change red text to black TEXT after input is complete.

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, GSA will countersign the Lease document.

This Lease is made and entered into between

Lessor’s Name _________________________________[INSERT LESSOR'S FULL LEGAL NAME EXACTLY AS PROVIDED BY LESSOR.]

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

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

The United States of America

("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 Exhibits, together with rights to the use of parking and other areas as set forth herein.

LEASING SPECIALIST TO INPUT THE REQUIRED LEASE TERM and the estimated lease commencement date. insertion of an estimated lease commencement date is optional at the discretion of the lco. if specific dates are known prior to the issuance of the rlp, enter the dates during rlp development.

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 Firm, subject to termination and renewal rights as may be hereinafter set forth, to be used for such purposes as determined by the Government. The commencement date of this Lease, estimated to be January 1, 2013 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.

[TYPE IN NAME LCO NAME]

FOR THE LESSOR:

Name:

Title:

Date: ______________________________________________

FOR THE GOVERNMENT:

Jeffery Lewis

Lease Contracting Officer

WITNESSED BY:

Name:

Title:

INSTRUCTIONS FOR CREATING LEASE AND RLP DOCUMENTS

ALL INSTRUCTIONS FOR CREATING THESE DOCUMENTS ARE TYPED IN BLUE “HIDDEN” TEXT. YOU SHOULD WORK WITH THE HIDDEN TEXT SHOWING (TURNED ON), EXCEPT WHEN THE FINISHED DOCUMENT IS BEING PRINTED.

THIS TEMPLATE WAS UPDATED AS OF THE DATE SHOWN IN THE HEADER. THE DATE WILL NOT PRINT IF YOU TURN OFF THE HIDDEN TEXT PER THE INSTRUCTIONS BELOW. THE MOST UP-TO-DATE LEASE REFORM TEMPLATES ARE LOCATED ON THE LEASE REFORM QUICKR WEB SITE. THE WEB SITE ALSO SUMMARIZES REVISIONS FROM PREVIOUS TEMPLATE EDITIONS.

HOW TO REVEAL HIDDEN TEXT IN THE DOCUMENT—

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

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

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

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

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

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

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

HOW TO DELETE AND MODIFY CLAUSES, PARAGRAPHS, AND SUBPARAGRAPHS*

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

TO DELETE A CLAUSE—

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

2. CLICK ON THE DELETE KEY TO DELETETHE TEXT.

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

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

EXAMPLE: 2.05 OPERATING COST ADJUSTMENT INTENTIONALLY DELETED

5. ALTERNATELY, YOU MAY DELETE THE TITLE ALTOGETHER. USING YOUR CURSOR, CAREFULLY SELECT (DRAG YOUR CURSOR OVER) THE CLAUSE TITLE. OVERTYPE WITH THE WORDS “INTENTIONALLY DELETED”

EXAMPLE: 2.05 INTENTIONALLY DELETED

TO DELETE A PARAGRAPH—

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

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

ALL PARAGRAPHS ARE STANDARDIZED AND MANDATORY UNLESS OTHERWISE NOTED IN THE HEADING “ACTION REQUIRED.” IF IT IS DETERMINED TO MODIFY A CLAUSE, TAKE THE FOLLOWING STEPS:

TO MODIFY ALL OR PART OF A CLAUSE, INCLUDING PARAGRAPHS—

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

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

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

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

5. PASTE (CTRL+V) THE TITLE YOU JUST COPIED.

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

7. SAVE YOUR CHANGES.

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

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

2. RIGHT CLICK TO VIEW DROP-DOWN WINDOW.

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

4. CLICK ON “UPDATE ENTIRE TABLE.” NOTE: TABLE WILL UPDATE ANY HEADINGS THAT WERE CHANGED DURING THE REVIEW. NOTE: YOU SHOULD VERIFY ONE OR TWO CHANGES TO CONFIRM THE TOC WAS UPDATED PROPERLY THE ABOVE PRACTICES WILL INCREASE STANDARDIZATION AND FAMILIARITY OF THE DOCUMENT FOR THE PRACTITIONER BY ALLOWING CONSISTENT NUMBERING THROUGHOUT THE DOCUMENT.

ADDITIONAL SECURITY REQUIREMENTS

· REQUIREMENTS BASED ON ISC SECURITY CRITERIA, SHELL-RELATED REQUIREMENTS ARE LOCATED IN THE SECTION FOR SHELL COMPONENTS.

ATTACH THE APPROPRIATE DOCUMENT TITLED “ADDITIONAL SECURITY REQUIREMENTS” AFTER CONSULTING WITH THE AGENCY TO DETERMINE THEIR SPECIFIC REQUIREMENTS USING THE APPROPRIATE ISC SECURITY LEVEL (II, III, OR IV).

THE FOLLOWING INSTRUCTIONS APPLY TO SIMPLIFIED MODEL ONLY:

· NOTE THAT THIS IS A TURNKEY MODEL; ALL REQUIRED IMPROVEMENTS MUST BE INCLUDED BY THE LCO AS PART OF THE LEASE (ASRP, PROTOTYPE LAYOUT, ETC.). THERE IS NO STATED TI ALLOWANCE.

· ALL APPROPRIATE GENERAL CLAUSES ARE ALREADY INCORPORATED INTO THE LEASE DOCUMENT (L201A). DO NOT ATTACH A SEPARATE GSA FORM 3517, 3517A, 3517B, OR 3517C.

Template revised 9-30-11

(This template revised 9/30/11)

LEASE NO. 57-3D47-13-001, PAGE 1 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (September 2011)

LEASE NO. 57-3D47-13-001, PAGE 12 LESSOR: ______ GOVERNMENT: ________ GSA FORM L201A (September 2011)

THE PREMISES, RENT, AND OTHER TERMS

THE PREMISES (Simplified) (AUG 2011)

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

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:

ACTION REQUIRED: INSERT APPROPRIATE BLOCK NUMBER FROM GSA FORM 1364A. .

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.

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.

ACTION REQUIRED: MODEL RECOMMENDS LEASES THAT DO NOT INCLUDE TAX OR OPERATING COST ESCALATIONS. IF MARKET CONDITIONS DICTATE THE NEED TO PROVIDE ESCALATIONS, DELETE THE PARAGRAPH BELOW Rent shall not be adjusted for changes in taxes or operating costs.

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

BROKER COMMISSION AND COMMISSION CREDIT (simplified) (Apr 2011)

ACTION REQUIRED: THIS MODEL PRESUMES A LIMITED TERMINATION WINDOW. IF A LONGER NON-FIRM TERM IS REQUIRED (TRADITIONAL APPROACH) THIS MAY BE RE-WRITTEN AT THE DISCRETION OF THE LCO. IF NO TERMINATION RIGHTS ARE REQUIRED, DELETE PARAGRAPH ALTOGETHER.

TERMINATION RIGHTS (Simplified) (SEPT 2011)

The Government may terminate this Lease, in whole or in parts, effective after the firm term of this Lease by providing not less than 90 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. The right of termination shall expire 120 days after the last day of the firm term.

ACTION REQUIRED: IF A RENEWAL OPTION IS OFFERED, WHETHER OR NOT IT WAS SOLICITED OR EVALUATED (SEE LEASING DESK GUIDE REGARDING INCLUDING UNEVALUATED OPTIONS), ENTER THE COMPLETE TERMS BELOW. ANY UNSOLICITED AND UNEVALUATED RENEWAL OPTION MUST BE EVALUATED PRIOR TO EXERCISING SUCH OPTION.

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.

Action Required: The list of attachments is not comprehensive. Adjust the list as appropriate for the specific transaction. Note: EXHIBITS SHOULD BE labeled with sequential letters.

DOCUMENTS INCluded with lease (simplified) (AUG 2011)

The following documents are included as part of the Lease:

DOCUMENT NAME

NO. OF PAGES

EXHIBIT

Floor Plan Delineating the Premises

D

Percentage of Occupancy for tax adjustment (simplified) (Sep 2011)

Operting cost base (Simplified) (Sep 2011)

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:

A. _______________ B. _______________ C. _______________

General Terms, conditions and Standards

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.

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.

WAIVER OF RESTORATION (APR 2011)

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

ACTION REQUIRED: THE FOLLOWING IS AN OPTIONS CLAUSE. If nbc bROKER IS NOT USED, delete.

Payment of Broker (simplified) (aug 2011)

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.

ACTION REQUIRED: ENTER PROPER EXHIBIT LETTER HERE

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 C).

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.

action required: THE FOLLOWING CLAUSE is optional. do not use if the rent is fixed and there are no adjustments for taxes during the term (preferred method). Only use if market conditions require adjustments. otherwise delete THE CLAUSE

REAL ESTATE TAX ADJUSTMENT (AUG 2011)

NOTE: ADJUSTMENT FOR VACANT PREMISES - GSAR 552.27016. ALWAYS ATTEMPT TO NEGOTIATE SOME KIND OF ADJUSTMENT FOR VACANT PREMISES PRIOR TO LEASE AWARD. IDEALLY, NEGOTIATE OUT ALL NON-REQUIRED SERVICES AND UTILITIES IN THE VACANT SPACE.

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.

ACTION REQUIRED: THE FOLLOWING CLAUSE IS OPTIONAL. DO NOT USE IF THE RENT IS FIXED AND THERE ARE NO ADJUSTMENTS FOR OPERATING COSTS DURING THE TERM (PREFERRED METHOD). ONLY USE IF MARKET CONDITIONS REQUIRE ADJUSTMENTS. OTHERWISE, DELETE THE CLAUSE.

OPERATING COSTS ADJUSTMENT (APR 2011)

NOTE: SECTION 2’S REMAINING CLAUSES (BELOW) are GENERAL CLAUSES AND CANNOT BE MODIFIED WITHOUT LEGAL CONCURRENCE.

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.

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 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.

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.

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.

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:

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

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.

Construction Standards and Shell Components 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 or otherwise unacceptable performance in connection with work carried out in conjunction with either this contract or other government or private contracts.

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.

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.

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.

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.

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.

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 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.

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. If not new or recent construction, the Building shall have undergone by occupancy, modernization, or adaptive reuse for office space with modern conveniences. The Building shall be compatible with its surroundings. Overall, the Building shall project a professional and aesthetically pleasing appearance including an attractive front and entrance way.

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.

ACTION REQUIRED: THE FOLLOWING IS AN OPTIONAL PARAGRAPH. USE ONLY IF GOVERNMENT OCCUPIES ENTIRE BUILDING OR PORTION(S) OF THE BUILDING THAT INCLUDES EXTERIOR ENTRANCE(S).

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.

MEANS OF EGRESS (AUG 2011)

A. Space shall meet the applicable egress requirements in the National Fire Protection Association, Life Safety Code (NFPA 101) or the International Code Council, International Building Code (IBC), (both current as of the award date of this Lease).

B. The Space shall have unrestrictive access to a minimum of two remote exits on each floor of Government occupancy.

C. Interlocking or scissor stairs located on the floor(s) where Space is located shall only count as one exit stair.

D. A fire escape located on the floor(s) where Space is located shall not be counted as an approved exit stair.

E. Doors shall not be locked in the direction of egress unless equipped with special locking hardware in accordance with requirements of NFPA 101 or the IBC.

AUTOMATIC FIRE SPRINKLER SYSTEM (AUG 2011)

A. Space located below-grade, including parking garage areas, and all areas in a Building referred to as "hazardous areas" (defined in Fire Protection Association (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 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 space is on or above the sixth floor, and Lease of the Space will result, either individually or in combination with other Government Leases in the Building, in the Government leasing 35,000 SF or more ABOA SF of Space in the Building, then the entire Building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety.

D. Automatic fire sprinkler system(s) shall be installed in accordance with either NFPA 13, Standard for the Installation of Sprinkler Systems; or the applicable local codes and ordinances adopted by the jurisdiction.

E. Automatic fire sprinkler system(s) shall be maintained in accordance with the requirements in 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 and ordinances adopted by the jurisdiction.

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

FIRE ALARM SYSTEM (AUG 2011)

A. A building-wide fire alarm system shall be installed in the entire Building in which any portion of the Space is located on the 3rd floor or higher.

B. The fire alarm system shall be installed and maintained in accordance with NFPA 72, National Fire Alarm and Signaling Code (current as the award of the Lease), or the applicable local codes and ordinances adopted by the jurisdiction.

C. The fire alarm system shall automatically notify the local fire department, remote station, or UL listed central station.

D. If a Building’s fire alarm control unit is over 25 years old as of the date of award of this Lease, 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 and ordinances adopted by the jurisdiction, prior to Government acceptance and occupancy of the Space.

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 Section 435 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 energy efficiency and conservation improvements if any, agreed to by Lessor in lieu of earning 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).

ELEVATORS (simplified) (AUG 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 normal hours of operation specified in the 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.