RLP Exhibit B - Sample Lease 24.pdf

LEASE NO. DACX675XXXXXXXXX

CENWS LEASE FORM 4000 (10/24) Page 1 of 25

U. S. GOVERNMENT LEASE NO. DACXXXXXXXXXXXXX

Prior Lease No. DACXXXXXXXXXXXXX (Note: Delete if not applicable)

SAM UEI:

FOR GOVERNMENT PURPOSES ONLY:

GREX No.

Child Lease No. DACXXXXXXXXXXXXX (Note: Delete if not applicable)

A. This Lease is made and entered into between

[Insert Lessor’s Full Legal Name] (Note: Exactly as registered in the System for Award Management (SAM))

(“Lessor”), whose principal place of business is [Insert Lessor’s Physical Address Per SAM Including Zip Code+4], and whose interest in the Property described herein is that of Fee Owner, and

The United States of America

(“Government”), acting by and through the designated representative of the U.S. Army Corps of Engineers (USACE), upon the terms and conditions set forth herein.

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 the date of execution by the Government.

LESSOR:

Signature:

Name (please print):

Title:

Date:

GOVERNMENT:

Name (please print): Thomas J. Seymour

Title: Chief, Real Estate Division, Real Estate Contracting Officer

Execution Date:

WITNESSED FOR THE LESSOR BY:

Name (please print):

Title:

Date:

CENWS LEASE FORM 4000 (10/24) Page 2 of 25

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

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

[Insert Address of Property to be Leased] and more fully described in Section 1.01, The Premises, and Exhibit A, Floor Plan, together with rights to the use of parking (Note:

Delete reference to parking if not applicable) and other areas as set forth herein, to be used for such purposes as determined by

USACE.

C. LEASE TERM

(Option 1: 10 U.S.C. § 2661 (Space) or § 2663 (Land) Authority for a New Lease)

To Have and to Hold the said Premises with its appurtenances for the term beginning upon acceptance of the Premises as required by this Lease and continuing for a period of One (1) Year (Note: Initial term, not including renewal options), subject to termination and renewal rights as may be hereinafter set forth and subject to adequate appropriation of funds by Congress from year to year for the payment of rental. The commencement date of this Lease, estimated to be [Insert Month Day, Year in Mmmm D, YYYY format], shall be more specifically set forth in a Supplemental Agreement to be executed when construction of the build-out of the Space conforming to this Lease and the Construction and Security Specifications attached to this Lease, are substantially complete and a Certificate of Occupancy (C of O) has been issued as provided in Section 4.04. It is understood and agreed that no rental shall accrue until the actual delivery date and acceptance of the Space by the Government. Right of entry for the Government shall commence on the execution date of this Lease by the Government.

(Option 2: 10 U.S.C. § 2661 (Space) or § 2663 (Land) Authority for a Succeeding Lease)

To Have and to Hold the said Premises with its appurtenances for the term beginning on [Insert Month Day, Year in Mmmm D, YYYY format] and continuing for a period of One (1) Year (Note: Initial term, not including renewal options), subject to termination and renewal rights as may be hereinafter set forth and subject to adequate appropriation of funds by Congress from year to year for the payment of rental. Right of entry for the Government shall commence on the execution date of this Lease by the Government.

THIS LEASE IS NOT SUBJECT TO TITLE 10, UNITED STATES CODE, SECTION 2662. (Note: Delete if lease did require reporting under 10 U.S.C. 2662, i.e. Delete this clause if Congress was notified)

CENWS LEASE FORM 4000 (10/24) Page 3 of 25

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES

The Lessor hereby Leases to the Government the following described Premises: Exclusive use of approximately [Insert Number of Square Feet] rentable square feet (“RSF”) of space located at [Insert Address] as more particularly shown on Exhibit A, Floor Plan, attached hereto and made a part hereof, to be used for Government purposes. The Government shall have unrestricted access to the Premises 24 hours per day, 7 days per week.

1.02 EXPRESS APPURTENANT RIGHTS (Note: Delete subparagraph A if parking not included and revise subparagraph

B to A. If deleting A and B, also delete the last sentence of the first paragraph.)

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

A. Parking: [Insert Number] parking spaces as depicted on Exhibit B, Site/Parking Plan, reserved for the exclusive use of the Government, both during the day and overnight. In addition, the Lessor shall provide such additional parking spaces as may be required by the applicable code of the local government entity having jurisdiction over the Property. (Note: Delete reference to parking if not applicable)

B. Antennas, Satellite Dishes and Related Transmission Devices: (1) Space located on the roof of the Building sufficient in size for the installation and placement of telecommunications equipment, (2) the right to access the roof of the Building, and (3) use of all Building areas (e.g. chases, plenums, etc.) necessary for the use, operation, and maintenance of such telecommunications equipment at all times during the term of this Lease. (Note: Delete this paragraph if not applicable, e.g. 2663 land lease)

1.03 RENT AND OTHER CONSIDERATION

The Government shall pay the Lessor annual rent of $[Insert Amount] (Note: Also state amount in words) at the rate of $[Insert Amount] (Note: Also state amount in words) per calendar month in arrears. If the Government leases the Premises for less than a full calendar month, then rent shall be prorated based on the actual number of days leased for that month. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses, GSA Form 3517B, attached hereto and made a part hereof as Exhibit C. Rent shall be payable using the EFT information contained in the System for Award Management (SAM). In the event the EFT information changes, the Lessor shall be responsible for providing the updated information to SAM then notifying USACE. Failure by the Lessor to maintain an active registration in SAM may result in delay of rental payments until such time as SAM registration is activated. If the payee is different from the Lessor, both payee and Lessor must be registered and active in SAM.

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

A. The leasehold interest in the Property described herein in Section 1.01, The Premises.

B. Tenantable premises that comply with applicable building codes and standards, including fire alarm and safety equipment (as provided in this Lease and its Exhibits). Performance and/or satisfaction of all other obligations set forth in this Lease, and all services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accordance with the terms of the Lease, including, but not limited to, labor; materials; equipment; professional, contractor, subcontractor or attorney services; permits; or other fees, all inspections, modifications, repairs, replacements, and improvements required to be made thereto to meet the requirements of this Lease. In the event of a reduction in Space leased by the Government, a reduction in Rent will be made based on the corresponding reduction of RSF. Such reduction in Rent shall include any and all associated operating costs or expenses, to include services, utilities, and maintenance.

(Option 1: The following subparagraph C must be used unless Lessor is unwilling to provide separate meters for utilities.)

C. The Lessor, at its sole cost, shall provide and install separate meters for utilities. Sub-meters are not acceptable. The Lessor shall furnish in writing to the Real Estate Contracting Officer (RECO), prior to occupancy by the Government, a record of the meter numbers and verification that the meters measure Government usage only. Proration is not permissible. The Lessor is to provide

CENWS LEASE FORM 4000 (10/24) Page 4 of 25 utilities and communications connections to demarcation points within the Premises. In addition, an automatic control system shall be provided to assure compliance with heating and air conditioning requirements. The Lessor shall certify that the mechanical equipment, Building systems, and the utilities are in good serviceable and operating condition. The Lessor is responsible for providing, maintaining, and repairing all systems, equipment, fixtures, and appurtenances necessary for the provision and use of the below services: (Note: Check all that apply)

(Option 2: The following subparagraph C may be used if separate meters for utilities cannot be negotiated and Lessor will install at its expense.)

C. The Lessor, at its sole cost, shall provide and install separate meters for utilities. If separate meters are not possible, sub-meters are to be provided and installed by the lessor. The Lessor shall furnish in writing to the Real Estate Contracting Officer (RECO), prior to occupancy by the Government, a record of the meter (or sub-meter) numbers and verification that the meters (or sub-meters) measure Government usage only. Proration is not permissible. The Lessor is to provide utilities and communications connections to demarcation points within the Premises. In addition, an automatic control system shall be provided to assure compliance with heating and air conditioning requirements. The Lessor shall certify that the mechanical equipment, Building systems, and the utilities are in good serviceable and operating condition. The Lessor is responsible for providing, maintaining, and repairing all systems, equipment, fixtures, and appurtenances necessary for the provision and use of the below services: (Note: Check all that apply)

(Option 3: The following subparagraph C may be used if Lessor will not provide separate meters or sub-meters for utilities.

This is a LAST RESORT option. Districts shall require the Lessor to provide a written bid from the installer (local utility company and/or a licensed 3rd party installer.)

C. The Lessor shall provide and install separate meters for utilities. Sub-meters are not acceptable. The Lessor shall furnish in writing to the Real Estate Contracting Officer (RECO), prior to occupancy by the Government, a record of the meter numbers and verification that the meters measure Government usage only. Proration is not permissible. The Lessor is to provide utilities and communications connections to demarcation points within the Premises. In addition, an automatic control system shall be provided to assure compliance with heating and air conditioning requirements. The Lessor shall certify that the mechanical equipment, Building systems, and the utilities are in good serviceable and operating condition. Lessor is required to provide a written bid from the installer (local utility company and/or licensed 3rd part installer) for the meters and installation costs. Upon Bid approval and completion of work, Government will reimburse Lessor for the installation, meter and other costs, and the meters will immediately become the responsibility of the Lessor to maintain. The Lessor is responsible for providing, maintaining, and repairing all systems, equipment, fixtures, and appurtenances necessary for the provision and use of the below services: (Note: Check all that apply)

☐ Electricity ☐ Gas ☐ Water ☐ Sanitary sewer ☐ Trash removal

☐ High-speed internet ☐ Phone service ☐ Other

Payment by Lessor for the following utilities or services (to be provided 24 hours per day, 7 days per week, including holidays):

(Note: Check all that apply)

☐ Electricity ☐ Gas ☐ Water ☐ Sanitary sewer ☐ Trash removal

☐ Janitorial ☐ Other [Insert Utility or Service]

D. Maintenance of the Premises and common areas and all related insurance, including:

Common area maintenance, including but not limited to, private streets and driveways, curbs, parking areas, service alleys, loading areas, retaining walls, sidewalks, landscaping, lighting, hallways, restrooms, stairwells, lobbies, and elevators; (Note: Delete if not applicable, e.g. 2663 land lease)

Replace stained/damaged ceiling tiles during the term of the Lease, as necessary; (Note: Delete if not applicable, e.g. 2663 land lease)

Replacement of all light bulbs, L.E.D.’s, fluorescent tubes, starters, and ballasts to provide a minimum 50-foot candles of illumination at working surface height in all office spaces. All other non-working areas will have a minimum of 30-foot candles of illumination at floor level; (Note: Delete if not applicable, e.g. 2663 land lease)

Maintenance of exit signs; emergency lighting; portable fire extinguishers; and, fire protection networks, such as sprinkler systems and alarms, which meet fire protection standards established by applicable state statutes, fire regulations, building codes and local ordinances. This includes, but is not limited to, the inspection, recharging, annual backflow testing and, if necessary, replacement of fire extinguishers. Replacement with long-life lithium batteries in smoke detectors. Equipment, services, or utilities furnished, and activities of other occupants, shall be free of safety, health, and fire hazards.

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E. The Lessor is responsible for providing, maintaining (including the replacement of air filters as needed), and repairing the heating, ventilation and air conditioning (HVAC) systems, equipment, fixtures, and appurtenances capable of maintaining a minimum temperature of 72 degrees Fahrenheit during the heating season and a maximum temperature of 75 degrees Fahrenheit during the cooling season. The Lessor shall conduct HVAC system balancing after any HVAC system alterations during the term of the Lease and as requested by the Government. Normal maintenance of the HVAC systems shall not disrupt Government operations. (Note:

Delete if not applicable, e.g. 2663 land lease)

F. During working hours in periods of heating and cooling, ventilation shall be provided in accordance with the latest edition of the American National Standards Institute, American Society of Heating, Refrigeration and Air-Conditioning Engineers (ANSI/ASHRAE) Standard 62.1, Ventilation for Acceptable Indoor Air Quality. (Note: Delete if not applicable, e.g. 2663 land lease)

G. Heating and air-conditioning air distribution systems (air handling units, VAV boxes, fan coil units, etc.) for the Space shall be equipped with particulate matter air filters that meet the Minimum Efficiency Reporting Value (MERV) specified in the current edition of ANSI/ASHRAE Standard 62.1. Locations that do not meet the EPA National Ambient Air Quality Standards (NAAQS) for particulates (PM 10 or PM 2.5) must be equipped with additional filtration on outdoor air intakes as required in ANSI/ASHRAE Standard 62.1. NAAQS information can be found at HTTPS://WWW.EPA.GOV/GREEN-BOOK. (Note: Delete if not applicable, e.g. 2663 land lease)

H. Provide means for mail delivery (e.g. cluster box within the center’s property). An individual box is required for each Military Service Branch, if more than one Military Service Branch is located at the Premises. Mail slots are not acceptable. (Note: Delete if not applicable, e.g. 2663 land lease)

I. Provide pest and rodent control measures and pesticides that conform to local health department regulations to keep the Premises free from pests and in a tenantable condition, including emergency treatment as necessary.

J. Service and maintain any interior and exterior signs. Service and maintenance shall include but shall not be limited to: washing and cleaning of all sign surfaces, as needed; repainting the sides of each letter, as required; replacing all electrical and neon components, as required; and repair or replacement of broken or damaged plastic, as required. Remove any Government signs, perforated window graphics, and lettering within thirty (30) days after the space is vacated by the Government. (Note: Delete if not applicable)

K. Lessor shall provide snow removal services for the Government on all days for which this Lease has designated normal hours.

Lessor shall clear parking lots if the accumulation of snow exceeds two (2) inches. Lessor shall clear sidewalks, walkways, and other entrances before accumulation exceeds 1.5 inches. The snow removal shall take place no later than 5:00 A.M., without exception. Should accumulation continue throughout the day, the Lessor shall provide such additional snow removal services to prevent accumulation greater than the maximum specified in this subparagraph K. In addition to snow removal, the Lessor shall keep the walkways, sidewalks, and parking lots free of ice during normal business hours. The Lessor shall remove excess buildup of sand and/or ice melt to minimizes slipping hazards. If the Building entrance(s) has a northern exposure, then Lessor shall take additional measures (e.g. more frequent snow removal or application of ice-melting agents, warning signs, etc.) to protect the safety of pedestrians. (Note: Revise as needed)

L. Lawn care as required. Landscape maintenance shall be performed during the growing season at not less than a weekly cycle and shall consist of watering, weeding, mowing, and policing the area to keep it free of debris. Pruning and fertilization shall be done on an as-needed basis. In addition, dead, dying, or damaged plants shall be replaced promptly. The Lessor agrees to provide necessary landscape maintenance, including, but not limited to, tree removal, so that it does not reasonably interfere with Government’s use and enjoyment of the Premises.

M. Provide janitorial services and supplies as more particularly described in Exhibit D, Janitorial Specifications, attached hereto and made a part hereof. (Note: Delete if not applicable)

1.04 TERMINATION RIGHTS

The Government may terminate this Lease, in whole or in parts, at any time, by providing not less than ninety (90) days’ (Note: A period of less than ninety (90) days may be negotiated) 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.

If the Lease is terminated in whole, no rental shall accrue after the effective date of termination. If the Lease is terminated in part, the rental due after the effective date of termination shall be adjusted and a Supplemental Agreement executed.

1.05 RENEWAL RIGHTS (Note: Delete if Lease will not include renewal rights.)

A. This Lease may be renewed at the option of the Government for [Insert Number] additional one-year terms, and the Government shall pay the Lessor annual rental of $[Insert Amount] (Note: Also state amount in words) at the rate of $[Insert Amount] (Note:

https://www.epa.gov/green-book

CENWS LEASE FORM 4000 (10/24) Page 6 of 25

Also state amount in words) per calendar month in arrears; provided, written notice is provided to the Lessor at least [Insert Number] days before the end of the original Lease term or any extension thereof. In no event shall the Lease term be extended beyond [Insert Day, Month, Year]. 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.

B. Termination rights outlined above in Section 1.04, Termination Rights, apply to all renewal terms.

1.06 CONDITION REPORT

(Option 1: To be used if a new lease)

A joint physical inspection of the Premises shall be made as of the delivery date of said Premises, reflecting the then present condition, and will be documented on behalf of the parties hereto. Upon expiration or termination of this Lease, a final inspection shall be conducted by representatives of both the Lessor and the Government.

(Option 2: To be used if a succeeding lease)

A joint physical inspection of the Premises was made as of the delivery date of said Premises, reflecting the then present condition, and documented on behalf of the parties hereto. Upon expiration or termination of this Lease, a final inspection shall be conducted by representatives of both the Lessor and the Government.

1.07 DOCUMENTS INCORPORATED IN THE LEASE

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

DOCUMENT NAME EXHIBIT

Floor Plan A Site/Parking Plan(s) B General Clauses, GSA Template 3517B C Janitorial Specifications (Note: Delete if janitorial not included) D Construction and Security Specifications E Agency Agreement / Authorization for Property Manager to act on behalf of Owner (Note: Delete if not applicable) F Seismic Form E – Certificate of Seismic Compliance – Retrofitted Building (Note: Delete if not applicable) G Other

1.08 NOTICES

A. Any notice under this Lease is to be given in writing and delivered by “Certified Mail, Return Receipt Requested” or registered mail, Express Mail or comparable service, or delivered by hand and delivery, whether accepted or refused, attempted delivery, or marked undeliverable, shall be deemed notice under the terms of this Lease. Any notice given by the Lessor to the Government shall be addressed to: U.S. Army Corps of Engineers, Seattle District, ATTN: CENWS-RES, 4735 East Marginal Way South, Building 1202, Seattle, Washington 98134-2388. Any notice given by the Government to the Lessor or his/her agent shall be addressed to: [Insert Address] and e-mail [Insert E-Mail], or as may from time to time otherwise be directed in writing by the parties. Both Lessor and Government have an obligation to ensure that the other party has their accurate address. Any such notice and correspondence shall include the lease number.

B. The Lessor shall provide an onsite Building superintendent or a locally designated representative available to promptly respond to deficiencies and immediately address all emergency situations. In the event of an emergency, Government may contact: [Insert Name and Phone Number of Lessor Point of Contact]. For maintenance purposes, the Government’s notice to the Lessor shall be addressed to: [Insert Name, E-Mail, and Phone].

1.09 INITIAL ALTERATIONS (Note: Delete if executing a succeeding lease where initial alterations are complete)

It is agreed that the Lessor shall complete alterations in accordance with Exhibit “A”, Floor Plan, and Exhibit “E”, Construction and Security Specifications, attached hereto and made a part hereof. Said alterations for any demolition, permits, and A&E drawings shall commence after Government execution of this Lease and Government has issued a Notice to Proceed (NTP). The start of construction shall commence after A&E drawings have been reviewed and concurred in by the Government and a second NTP has been issued.

CENWS LEASE FORM 4000 (10/24) Page 7 of 25

It is agreed by and between the parties hereto that upon the Government accepting the Space, ownership of all alterations to the property, both real and personal that are placed upon or added to the Premises by reason of this provision, shall be and will immediately become the property of the Government and may be removed from the Premises or abandoned in place by the Government.

The total cost of alterations is in the amount of $[Insert Amount]. (Note: Also state lump sum amount in words)

The Lessor has agreed to pay all of / a portion of [Select as appropriate] the cost of alterations in the amount of $[Insert Amount].

(Note: Also state lump sum amount in words) (Note: Include the following sentence where Lessor is paying for all of the cost of alterations.) The parties hereby agree that if the cost of alterations exceeds the total amount listed herein, the Lessor shall promptly pay [the Government or the third party owed] for such additional amounts to avoid any delay in the alterations being completed or the Government accepting the Space.

(If the Lessor is paying for all alterations, delete the following.)

The Government shall reimburse the Lessor by a lump sum payment the cost of alterations completed at Government expense, in an amount not to exceed $[Insert Amount]. (Note: Also state lump sum amount in words) Such payment shall be made upon completion of the alterations and acceptance by the Government.

1.10 LESSOR’S UNIQUE ENTITY IDENTIFIER

Lessor’s SAM Unique Entity Identifier (UEI): [Insert Number]

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SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS

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. General Contract Terms.

1. Contract. “Contract” means this Lease.

2. Contractor. “Contractor” means Lessor.

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

4. Delivery Date. “Delivery Date” shall mean the date specified in or determined pursuant to the provisions of this Lease for delivery of the Premises to the Government, improved in accordance with the provisions of this Lease and substantially complete, as such date may be modified in accordance with the provisions of this Lease.

5. Excusable Delays. “Excusable Delays” mean delays arising without the fault or negligence of Lessor and Lessor’s subcontractors and suppliers at any tier, and shall include, without limitation:

a. Acts of God or of the public enemy,

b. Acts of the United States of America in either its sovereign or contractual capacity,

c. Acts of another contractor in the performance of a contract with the Government,

d. Fires,

e. Floods,

f. Epidemics,

g. Quarantine restrictions,

h. Strikes,

i. Freight embargoes,

j. Unusually severe weather, or

k. Delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without fault or negligence of both the lessor and any such subcontractor or supplier.

6. FAR. All references to the FAR shall be understood to mean the Federal Acquisition Regulation, codified at 48 CFR Chapter 1.

7. GSAR. All references to the GSAR shall be understood to mean the GSA supplement to the FAR, codified at 48 CFR Chapter 5.

8. Government Officials. Any reference to GSA is interchangeable with USACE, and any reference to LCO, Contracting Officer, or Government representative are interchangeable with Real Estate Contracting Officer or RECO.

9. Lease Award Date. The date the RECO executes the Lease and mails or otherwise furnishes written notification of the executed Lease to the successful Offeror (date on which the parties’ obligations under the Lease begin).

10. Lease Term Commencement Date. The date on which the Government’s obligation to pay rent commences after it has accepted the Space/Premises.

11. Substantially Complete or Substantial Completion. “Substantially Complete” or “Substantial Completion” means that the work, the common and other areas of the building, and all other things necessary for the Government’s access to the Premises and occupancy, possession, use and enjoyment thereof, as provided in this Lease, have been completed or obtained, excepting only such minor matters as do not interfere with or materially diminish such access, occupancy, possession, use or enjoyment. The Space shall be considered substantially complete only if the Space may be used for its intended purpose and all physical security features have been installed correctly.

B. Real Property Terms.

1. 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.

2. Building. “Building(s)” means building(s) situated on the Property in which the Premises are located.

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3. Firm Term. “Firm Term” means the part of the Lease term that is not subject to termination rights.

4. Non-Firm Term. The “Non-Firm Term” is that part of the Lease term following the end of the Firm Term, which is subject to termination rights.

5. Premises. “ Premises” means the total occupant area or other type of Space, together with all associated common areas described in the Lease. Appurtenant areas (e.g. parking areas) to which the Government has rights under this Lease are not included in the Premises.

6. Property. “ Property” means 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.

7. Space. “Space” means that part of the Premises to which the Government has exclusive use, such as occupant area, or other type of Space. Appurtenant areas (e.g. parking areas) to which the Government has rights under this Lease are not included in the Space.

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

2.02 AUTHORIZED REPRESENTATIVES

Signatories to this Lease shall have full authority to bind their respective principals with regard to all matters relating to this Lease.

No other persons shall be understood to have any authority to bind their respective principals, except to the extent that such authority may be explicitly delegated by notice to the other party, or to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its RECO by notice, without an express delegation by the prior RECO.

Lessor is hereby notified that Government tenant occupants are not authorized to negotiate, modify, or contract with the Lessor on any matters related to this Lease or its terms and conditions, Construction and Security Specifications, or to obligate the Government for expenditure of funds.

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT

A. The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Supplemental Agreement. The General Services Administration Acquisition Manual (“GSAM”) clause, 552.270-31, Prompt Payment, including its invoice requirements, shall apply to orders for alterations. All orders are subject to the terms and conditions of this Lease and may be placed by the RECO or an authorized USACE representative.

B. The Government shall have the right during the existence of this Lease to make alterations, attach fixtures, and erect additions, structures or signs in or upon the Premises hereby leased. Upon Government request, the Lessor shall be required to promptly obtain bids for the said work and to provide the bids to the Government. All work shall be performed through the Lessor and will be implemented by Supplemental Agreement. The Government’s portion of the expense will be paid on a reimbursable basis. Such fixtures, additions, or structures shall be and remain the property of the Government and may be removed prior to the expiration or termination of this Lease or abandoned in place.

2.04 FIRE AND CASUALTY DAMAGE

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, or not usable for their intended purpose, 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 one hundred and eighty (180) days (Note: Length can be negotiated if concurred in by the RECO.) 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 thirty (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 one hundred and eighty (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 cannot reasonably be utilized for its intended use, rent shall be abated. Termination of the Lease by either party under this clause shall not give rise to liability for either party. This clause shall not apply if the event of destruction or damage is caused by the Lessor’s negligence or willful misconduct.

2.05 DEFAULT BY LESSOR

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

(1) Prior to the Government accepting the Space. Failure by the Lessor to diligently perform all obligations required for the Government’s 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 on account of the Lessor’s default.

(2) After the Government accepts the Space. 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.

(3) Grounds for Termination. The Government may terminate the Lease if:

(i) The Lessor’s default persists not withstanding provision of notice and reasonable opportunity to cure by the Government, or

(ii) The Lessor fails to take such actions as are necessary to prevent the recurrence of default conditions, and such conditions substantially impair the safe and healthful occupancy of the Premises or render the Space unusable for its intended purposes.

(4) 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:

(i) Circumstances within the Lessor’s control,

(ii) Circumstances about which the Lessor had actual or constructive knowledge prior to award of the Lease that could reasonably be expected to affect the Lessor’s capability to perform, regardless of the Government’s knowledge of such matters,

(iii) The condition of the Property,

(iv) The acts or omissions of the Lessor, its employees, agents or contractors, or

(v) The Lessor’s inability to obtain sufficient financial resources to perform its obligations.

(5) The rights and remedies specified in this Section 2.05 are in addition to any and all remedies to which the Government may be entitled as a matter of law.

2.06 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT

The Lessor shall maintain the Property, including the building, building systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition. Upon request of the RECO, the Lessor shall provide written documentation that Building systems have been property maintained, tested, and are operational within manufacturer’s warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards, including, but not limited to, standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc. The Government shall have the right, at any time after the Lease is signed and during the term of the Lease, to inspect all areas of the Property to which access is necessary for the purpose of determining the Lessor’s compliance with this Section 2.06.

2.07 INTEGRATED AGREEMENT

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 attached to and made a part of the Lease, neither the request for proposals nor any pre-award communications by either party shall be incorporated in the Lease.

2.08 MUTUALITY OF OBLIGATION

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.

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2.09 COMPLIANCE WITH APPLICABLE LAW

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

2.10 WAIVER OF RESTORATION

Lessor shall have no right to require the Government to restore the Premises upon expiration or earlier termination (full or partial) 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 or earlier termination (full or partial) 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.

2.11 CHANGE OF OWNERSHIP / NOVATION

A. If during the term of the Lease, including any renewals or extensions, 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 (5) days of the transfer of title.

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

C. If title to the Property is transferred, or the Lease is assigned, the Government, the original Lessor (“Transferor”), and the new owner or assignee (“Transferee”) shall execute a Novation Agreement providing for the transfer of Transferor's rights and obligations under the Lease to the Transferee. When executed on behalf of the Government, a Novation Agreement will be made a part of the Lease via a Supplemental Agreement.

D. In addition to all documents required by FAR 42.1204, the RECO 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 RECO determines that recognizing the Transferee as the Lessor will not be in the Government's interest, the Transferor shall remain fully liable to the Government for the Transferee's performance of obligations under the Lease, notwithstanding the transfer. Under no condition shall the Government be obligated to release the Transferor of obligations prior to (a) the rent commencement date; and (b) any amounts due and owing to the Government under the Lease have been paid in full or completely set off against the rental payments due under the Lease.

F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award Management (SAM) for purposes of “All Awards” (See FAR 52.232-33), and complete all required representations and certifications within SAM.

G. If title to the Property is transferred, or the Lease is assigned, rent shall continue to be paid to the original Lessor, subject to the Government's rights as provided for in this Lease. The Government's obligation to pay rent to the Transferee shall commence on the effective date of the Supplemental Agreement incorporating the Novation Agreement. The Supplemental Agreement will not be issued until the Government has received all information reasonably required by the RECO, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in sub-paragraph F of this Section 2.11. The original Lessor must maintain an active registration in SAM until the novation process is complete.

2.12 EMERGENCY MAINTENANCE AND REPAIRS

A. The Government will notify the Lessor of any emergency and request the Lessor to perform all necessary repairs and remediation. All emergency repair and remediation performed by the Lessor will be completed within forty-eight (48) hours from the time notification is sent by the Government. Emergency repairs include, but are not limited to the following:

Failure of heating/cooling system to maintain specific temperature

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Failure of water system, including hot water, or colored, odorous, or contaminated water Inadequate or no water pressure Leaking water pipes Blocked or leaking drains Electrical failure Sewage system malfunction Failure of security or fire protection systems, including alarms and sprinklers Repair/replace exterior windows and doors including plate glass, if applicable Roof repairs, temporary or permanent Repair or replace locking mechanisms on exterior doors Security systems (access control, CCTV, or any other security systems)

2.13 GRATUITIES TO GOVERNMENT EMPLOYEES

A. The Government may, by written notice to the Lessor, terminate this Lease if it is found, after notice and hearing by the Secretary of the Army, or his/her duly authorized representative, that gratuities in the form of entertainment, gifts, or otherwise, were offered or given by the Lessor, or any agent or representative of the Lessor, to any officer or employee of the Government with a view toward securing a Lease or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performing of such Lease; provided, that the existence of facts upon which the Secretary of the Army or his/her duly authorized representative makes such finding, shall be in issue and may be reviewed in any competent court.

B. In the event this Lease is so terminated as provided in paragraph A hereof, the Government shall be entitled to pursue the same remedies against the Lessor as it could pursue in the event of a breach of the Lease by the Lessor, and as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages (in an amount as determined by the Secretary of the Army or his/her duly authorized representative) which shall be not less than three (3), nor more than ten (10), times the cost incurred by the Lessor in providing any such gratuities to any such Government officer or employee.

C. The rights and remedies provided to the Government in this Section 2.13 shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Lease.

2.14 COVENANT AGAINST CONTINGENT FEES

The Lessor warrants that no person or agency has been employed or retained to solicit or secure this Lease upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial agencies maintained by the Lessor for the purpose of securing business. For breach or violation of this warranty, the Government shall have the right to annul this Lease without liability, or, in its discretion, to require the Lessor to pay, in addition to the lease rent or consideration, the full amount of such commission, percentage, brokerage, or contingent fee.

2.15 OFFICIAL(S) NOT TO BENEFIT

No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this Lease or to any benefit that may arise therefrom. However, nothing herein contained shall be construed to extend to any incorporated company if this Lease is for the general benefit of such corporation or company.

2.16 DAMAGES

The Government shall be liable only for damages resulting from negligence or misconduct of Government personnel. The Government shall not be liable for any loss, destruction, or damages to the Premises beyond the control and without the fault or negligence of the Government. This includes, but is not restricted to, acts of nature, such as fire, lightning, earthquakes, floods, or severe weather and acts of war or terrorism. The parties agree that settlement of damages by the Government, if any, shall be done when the Lease is terminated. The Government’s liability under this clause may not exceed appropriations available for such payment and nothing contained in this Lease may be considered as implying that Congress will at a later date appropriate funds sufficient to meet deficiencies. The provisions of this Section 2.16 are without prejudice to any rights the Lessor may have to make a claim under applicable laws for any other damages than provided herein.

2.17 LESSOR INSURANCE

Lessor shall maintain public liability and property damage insurance with a single combined liability limit of not less than $1,000,000, and property damage limits of not less than $500,000 insuring against all liability of Lessor and its authorized representatives arising out of or in connection with the Premises or the real property in which the Premises is located. Lessor shall maintain on the building and other improvements in which the Premises are located, a policy of standard fire and extended coverage insurance (with vandalism and malicious mischief endorsements) to the extent of full replacement value.

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SECTION 3 CONSTRUCTION SPECIFICATIONS / ALTERATIONS

3.01 WORK PERFORMANCE

All work in performance of this Lease shall be done by skilled workers or mechanics and shall be acceptable to the RECO. The RECO may 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.

3.02 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL

A. Items and materials existing in the Premises, or to be removed from the 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. Unless waived by the RECO, the Lessor shall submit a reuse plan for leases 10,000 RSF or greater. The Government will not pay for existing fixtures and other improvements accepted in place. However, the Government will reimburse the Lessor the costs to repair or improve such fixtures or improvements if identified on the reuse plan and approved by the RECO. (Note: May omit if lease is less than 10,000 RSF)

3.03 WOOD PRODUCTS (Note: Mandatory for all lease actions except for succeeding or superseding leases with minimal…