SLAT_Lease_Template_57-28117-22-FA.pdf

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

FOR THE LESSOR:

Name: ____________________________________________

Title: ____________________________________________

Entity: ____________________________________________

Date: ____________________________________________

FOR THE GOVERNMENT:

Title: Lease Contracting Officer

United States Department of Agriculture

WITNESSED FOR THE LESSOR BY:

Title: ____________________________________________

The information collection requirements contained in this Solicitation/Contract, that are not required by regulation, have been approved by the Office of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163.

LEASE NO. 57-XXXXX-XX-XX, PAGE 1 GSA TEMPLATE L100A

REV (10/21)

LEASE NO. 57-28117-22-FA SLAT Lease

GSA TEMPLATE L100A (10/2021)

INSTRUCTIONS TO OFFEROR: Do not attempt to complete this lease template (GSA Lease Template L100A, hereinafter Lease Template).

GSA will transcribe the apparent lowest Offeror's final offered rent and other price data included on Offeror’s submitted GSA Lease Proposal Form 1364, (hereinafter Lease Proposal Form) into a Lease Template, and transmit the completed Lease Template, together with appropriate attachments, to the Offeror for execution.

A. This Lease is made and entered into between

Lessor’s Name

(Lessor), whose principal place of business is [ADDRESS], 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 United States Department of Agriculture (USDA), upon the terms and conditions set forth herein.

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

[Address] and more fully described in Section 1 and Exhibit A, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by USDA.

C. LEASE TERM

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

X Years, X Years Firm, subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, along with any applicable termination and renewal rights, shall be more specifically set forth in a Lease Amendment upon substantial completion and acceptance of the Space by the Government.

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TABLE OF CONTENTS

SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2016)

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

1.03 RENT AND OTHER CONSIDERATION (OCT 2021)

1.04 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

1.05 INTENTIONALLY DELETED

1.06 INTENTIONALLY DELETED

1.07 INTENTIONALLY DELETED

1.08 INTENTIONALLY DELETED

1.09 TERMINATION RIGHTS (OCT 2016)

1.10 RENEWAL RIGHTS (OCT 2016)

1.11 DOCUMENTS INCORPORATED IN THE LEASE (SLAT) (OCT 2020)

1.12 INTENTIONALLY DELETED

1.13 INTENTIONALLY DELETED

1.14 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (SEP 2013)

1.15 INTENTIONALLY DELETED

1.16 INTENTIONALLY DELETED

1.17 BUILDING IMPROVEMENTS (MAR 2016)

1.18 HUBZONE SMALL BUSINESS CONCERNS ADDITIONAL PERFORMANCE REQUIREMENTS (SMALL) (OCT 2020)

1.19 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2021)

SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016)

2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2018)

2.04 WAIVER OF RESTORATION (OCT 2021)

2.05 INTENTIONALLY DELETED

2.06 NOVATION AND CHANGE OF OWNERSHIP (SMALL) (OCT 2016)

2.07 INTENTIONALLY DELETED

2.08 ADJUSTMENT FOR VACANT PREMISES (OCT 2017)

2.09 INTENTIONALLY DELETED

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 WORK PERFORMANCE (SMALL) (SEP 2015)

3.02 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (SLAT) (OCT 2020)

3.03 WOOD PRODUCTS (SMALL) (OCT 2020)

3.04 ADHESIVES AND SEALANTS (SMALL) (OCT 2020)

3.05 BUILDING SHELL REQUIREMENTS (SLAT) (OCT 2020)

3.06 RESPONSIBILITY OF THE LESSOR AND LESSOR’S ARCHITECT/ENGINEER (JUN 2012)

3.07 QUALITY AND APPEARANCE OF BUILDING (JUN 2012)

3.08 VESTIBULES (OCT 2020)

3.09 MEANS OF EGRESS (MAY 2015)

3.10 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 2013)

3.11 FIRE ALARM SYSTEM (SEP 2013)

3.12 ENERGY INDEPENDENCE AND SECURITY ACT (SLAT) (OCT 2020)

3.13 ELEVATORS (OCT 2020)

3.14 DEMOLITION (JUN 2012)

3.15 ACCESSIBILITY (FEB 2007)

3.16 CEILINGS (SLAT) (OCT 2020)

3.17 EXTERIOR AND COMMON AREA DOORS AND HARDWARE (SEP 2013)

3.18 WINDOWS (SMALL) (SEP 2015)

3.19 PARTITIONS: PERMANENT (SLAT) (OCT 2020)

3.20 INSULATION: THERMAL, ACOUSTIC, AND HVAC (SMALL) (OCT 2020)

3.21 PAINTING – SHELL (SMALL) (OCT 2020)

3.22 FLOORS AND FLOOR LOAD (OCT 2019)

3.23 FLOOR COVERING AND PERIMETERS – SHELL (SLAT) (OCT 2020)

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

3.25 ELECTRICAL (SLAT) (OCT 2020)

3.26 INTENTIONALLY DELETED

3.27 PLUMBING (JUN 2012)

3.28 DRINKING FOUNTAINS (OCT 2018)

3.29 RESTROOMS (SMALL) (OCT 2020)

3.30 HEATING, VENTILATION, AND AIR CONDITIONING – SHELL (SLAT) (OCT 2021)

3.31 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SLAT) (OCT 2020)

3.32 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (SMALL) (OCT 2020)

3.33 LIGHTING: INTERIOR AND PARKING – SHELL (SLAT) (OCT 2020)

3.34 INDOOR AIR QUALITY DURING CONSTRUCTION (SLAT) (OCT 2021)

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3.35 DUE DILIGENCE AND NATIONAL ENVIRONMENTAL POLICY ACT REQUIREMENTS – LEASE (SEP 2014)

3.36 NATIONAL HISTORIC PRESERVATION ACT REQUIREMENTS - LEASE (SMALL) (SEP 2015)

3.37 BUILDING DIRECTORY (OCT 2021)

3.38 FLAGPOLE (SEP 2013)

SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES

4.01 SCHEDULE FOR COMPLETION OF SPACE (SLAT) (OCT 2021)

4.02 CONSTRUCTION DOCUMENTS (SEP 2012)

4.03 GREEN LEASE SUBMITTALS (SLAT) (OCT 2021)

4.04 CONSTRUCTION SCHEDULE AND INITIAL CONSTRUCTION MEETING (SLAT) (OCT 2020)

4.05 ACCESS BY THE GOVERNMENT PRIOR TO ACCEPTANCE (SEP 2013)

4.06 CONSTRUCTION INSPECTIONS (SEP 2015)

4.07 INTENTIONALLY DELETED

4.08 INTENTIONALLY DELETED

4.09 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (OCT 2021)

4.10 LEASE TERM COMMENCEMENT DATE AND RENT RECONCILIATION (OCT 2021)

4.11 AS-BUILT DRAWINGS (OCT 2021)

4.12 SEISMIC RETROFIT (OCT 2020)

4.13 LESSOR’S PROJECT MANAGEMENT RESPONSIBILITIES (OCT 2020)

4.14 GOVERNMENT PROJECT MANAGEMENT SYSTEM (OCT 2021)

SECTION 5 TENANT IMPROVEMENT COMPONENTS

5.01 TENANT IMPROVEMENT REQUIREMENTS (OCT 2016)

5.02 FINISH SELECTIONS (SMALL) (SEP 2015)

5.03 WINDOW COVERINGS (SMALL) (OCT 2020)

5.04 DOORS: SUITE ENTRY (SMALL) (OCT 2020)

5.05 DOORS: INTERIOR (SLAT) (OCT 2020)

5.06 DOORS: HARDWARE (SEP 2013)

5.07 DOORS: IDENTIFICATION (JUN 2012)

5.08 PARTITIONS: SUBDIVIDING (SLAT) (OCT 2020)

5.09 PAINTING – TI (SMALL) (OCT 2020)

5.10 FLOOR COVERINGS AND PERIMETERS (SMALL) (OCT 2019)

5.11 HEATING AND AIR CONDITIONING (JUN 2012)

5.12 ELECTRICAL: DISTRIBUTION (SMALL) (SEP 2015)

5.13 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (JUN 2012)

5.14 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (AUG 2008)

5.15 DATA DISTRIBUTION (OCT 2020)

5.16 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (OCT 2020)

5.17 LIGHTING: INTERIOR AND PARKING – TI (SLAT) (OCT 2020)

5.18 AUTOMATIC FIRE SPRINKLER SYSTEM - TI (OCT 2016)

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

6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (SMALL) (OCT 2020)

6.02 UTILITIES (APR 2011)

6.03 INTENTIONALLY DELETED

6.04 HEATING AND AIR CONDITIONING (OCT 2020)

6.05 OVERTIME HVAC USAGE (OCT 2020)

6.06 JANITORIAL SERVICES (OCT 2021)

6.07 SNOW REMOVAL (OCT 2020)

6.08 MAINTENANCE OF PROVIDED FINISHES (SMALL) (SEP 2015)

6.09 ASBESTOS (SMALL) (OCT 2021)

6.10 ONSITE LESSOR MANAGEMENT (APR 2011)

6.11 IDENTITY VERIFICATION OF PERSONNEL (OCT 2021)

6.12 SCHEDULE OF PERIODIC SERVICES (OCT 2020)

6.13 LANDSCAPE MAINTENANCE (APR 2011)

6.14 INTENTIONALLY DELETED

6.15 RANDOLPH-SHEPPARD COMPLIANCE (SMALL) (SEP 2015)

6.16 INDOOR AIR QUALITY (OCT 2019)

6.17 RADON IN AIR (SLAT) (OCT 2020)

6.18 RADON IN WATER (JUN 2012)

6.19 HAZARDOUS MATERIALS (SEP 2013)

6.20 MOLD (SMALL) (OCT 2021)

6.21 OCCUPANT EMERGENCY PLANS (OCT 2020)

6.22 FLAG DISPLAY (OCT 2016)

SECTION 7 ADDITIONAL TERMS AND CONDITIONS

7.01 SECURITY REQUIREMENTS (OCT 2021)

7.02 MODIFIED LEASE PARAGRAPHS (OCT 2016)

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7.03 PROVISIONAL ACCEPTANCE (FEB 2021)

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SECTION 1 THE PREMISES, RENT, AND OTHER TERMS

1.01 THE PREMISES (OCT 2016)

The Premises are described as follows:

A. Office and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Office Area (ABOA) square feet (SF) of office and related Space located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit A.

A. Office and Related Space: XX rentable square feet (RSF), yielding XX ANSI/BOMA Office Area (ABOA) square feet (SF) of office and related Space and an additional XX RSF, yielding XX ABOA SF of free space (for which the Government will not be charged rent, including real estate taxes and operating cost escalations) in excess of the total XX RSF/XX ABOA SF indicated above, for a total of XX RSF (yielding XX ABOA SF), located on the XX floor(s) and known as Suite(s) XX, of the Building, as depicted on the floor plan(s) attached hereto as Exhibit XX. All rights, responsibilities, and obligations that bind the Lessor and Government under this lease agreement, including the General Clauses, and any other attachments hereto, shall pertain to the entire space under lease, including the free space.

B. Common Area Factor: The Common Area Factor (CAF), defined under Section 2 of the Lease, is established as XX percent. This factor, rounded to the nearest whole percentage, shall be used for purposes of rental adjustments in accordance with the Payment Clause of the General Clauses.

C. INTENTIONALLY DELETED

1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013)

The Government shall have the non-exclusive right to the use of 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 Lessor to ensure signage is consistent with Lessor’s standards. Appurtenant to the Premises and included in the Lease are rights to use the following:

A. Parking: XX parking spaces as depicted on the plan attached hereto as Exhibit XX, reserved for the exclusive use of the Government, of which XX shall be gated parking spaces, and XX shall be surface/outside parking spaces. In addition, the Lessor shall provide XX additional non-reserved spaces, either on-site or no more than a one-quarter (1/4) mile from the Leased Premiss. Lesor shall not include the cost of this non-reserved parking as part of the rental consideration.

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.

1.03 RENT AND OTHER CONSIDERATION (OCT 2021)

A. The Government shall pay the Lessor annual rent, payable in monthly installments in arrears, at the following rates:

FIRM TERM NON FIRM TERM

ANNUAL RENT ANNUAL RENT

SHELL RENT1 $XXX,XXX.XX $XXX,XXX.XX

OPERATING COSTS2 $ XXX,XXX.XX $ XXX,XXX.XX

TENANT IMPROVEMENTS RENT3 $ XXX,XXX.XX $0.00

TOTAL ANNUAL RENT7 $XXX,XXX.XX $XXX,XXX.XX

1Shell rent calculation:

(Firm Term) $XX per RSF multiplied by the RSF stated under Paragraph 1.01 (Non Firm Term) $XX per RSF multiplied by the RSF stated under Paragraph 1.01

2Operating Costs rent calculation: $XX per RSF multiplied by the RSF stated under Paragraph 1.01 3Tenant Improvements (TI) of $XX are amortized at a rate of X percent per annum over XX years. TI Rent will commence upon issuance of a Lease Amendment after completion of TIs and a final inspection is performed by the Government for approval to accept the space 4Total Annual Rent does not reflect reduction for free rent (if applicable). See subparagraph C below.

B. INTENTIONALLY DELETED

C. The Lessor has offered free rent for the first XX (X) months of the Lease (free rent includes shell, operating, TI, and parking rent). Therefore, the first XX (X) months of the Lease shall be provided at no cost to the Government.

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D. In instances where the Lessor amortizes either the TI for a period exceeding the Firm Term of the Lease, should the Government terminate the Lease after the Firm Term or does not otherwise renew or extend the term beyond the Firm Term, the Government shall not be liable for any costs, including unamortized costs beyond the Firm Term.

E. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not to exceed XX ABOA SF based upon the methodology outlined under the “Payment” clause of GSA Form 3517.

F. Rent is subject to adjustment upon reconciliation from quantities in the Lease to the approved DIDs and post-DID change orders, based on unit prices negotiated and agreed upon prior to Lease award.

G. Intentionally deleted

H. 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.

I. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses. 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. Failure by the Lessor to maintain an active registration in SAM may result in delay of rental payments until such time as the SAM registration is activated.

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

1. The leasehold interest in the Property described herein in the paragraph entitled “The Premises.”

2. All costs, expenses and fees to perform the work required for acceptance of the Premises in accordance with this Lease, including all costs for labor, materials, and equipment, professional fees, contractor fees, attorney fees, permit fees, inspection fees, and similar such fees, and all related expenses.

3. Performance 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, all inspections, modifications, repairs, replacements, and improvements required to be made thereto to meet the requirements of this Lease.

VERSION 2: USE

K. INTENTIONALLY DELETED

1.04 TENANT IMPROVEMENT RENTAL ADJUSTMENT (OCT 2016)

A. The Lessor has agreed to total TI pricing of $XX,XXX based on the Agency’s Requirements and design schematic included in Exhibit X. This amount is amortized in the rent over the Firm Term of this Lease at an interest rate of X percent per year.

B. The TI Unit Prices listed in Exhibit X will be used to make the adjustment for variances between TI turnkey pricing based on the Agency’s Requirements and the approved design intent drawings. The prices quoted will also be used to order alterations during the first year of the Lease. The prices quoted shall be the cost to furnish, install, and maintain each item, unless otherwise specified. These prices may be indexed or renegotiated to apply to subsequent years of the Lease upon mutual agreement of the Lessor and the Government. Final rent calculations will be reconciled and the Lease will be amended after acceptance of the Space.

C. The Government may elect to make lump sum payments for any or all work covered by the TI scope. That part of the TI amortized in the rent shall be reduced accordingly. At any time after occupancy and during the Firm Term of the Lease, the Government, at its sole discretion, may elect to pay lump sum for any part or all of the remaining unpaid amortized balance of the TI. If the Government elects to make a lump sum payment for the TI after occupancy, the payment of the TI by the Government will result in a decrease in the rent according to the amortization rate over the Firm Term of the Lease.

1.05 INTENTIONALLY DELETED

1.06 INTENTIONALLY DELETED

1.07 INTENTIONALLY DELETED

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1.08 INTENTIONALLY DELETED

1.09 TERMINATION RIGHTS (OCT 2016)

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

1.10 RENEWAL RIGHTS (OCT 2016)

A. This Lease may be renewed at the option of the Government for a term of XX YEARS at the following rental rate(s):

provided notice is given to the Lessor at least XX days before the end of the original Lease term or any extension thereof; 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 in the “Termination Rights” paragraph apply to all renewal terms.

1.11 DOCUMENTS INCORPORATED IN THE LEASE (SLAT) (OCT 2020)

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

DOCUMENT NAME

NO. OF

PAGES

EXHIBIT

FLOOR PLAN(S)

PARKING PLAN(S)

AGENCY REQUIREMENTS

USDA OFFICE OF THE CHIEF INFORMATION OFFICER

TECHNICAL REQUIREMENTS

USDA SIGNAGE REQUIREMENTS

TENANT IMPROVEMENT COST SUMMARY (TICS) AND SHELL

VS. TI WORKSHEET

SECURITY REQUIREMENTS LEVEL I

GSA FORM 3517A GENERAL CLAUSES

SEISMIC FORM C, BUILDING RETROFIT OR NEW

CONSTRUCTION PREAWARD COMMITMENT

SMALL BUSINESS SUBCONTRACTING PLAN

1.12 INTENTIONALLY DELETED

1.13 INTENTIONALLY DELETED

1.14 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (SEP 2013)

In accordance with the paragraph entitled “Adjustment for Vacant Premises,” if the Government fails to occupy or vacates the entire or any portion of the Premises prior to expiration of the term of the Lease, the operating costs paid by the Government as part of the rent shall be reduced by $XX.XX per ABOA SF of Space vacated by the Government.

OPTION TERM, YEARS XX - XX

ANNUAL RENT ANNUAL RATE / RSF

SHELL RENTAL RATE $XX $XX

OPERATING COSTS

OPERATING COST BASE SHALL CONTINUE

FROM THE EFFECTIVE YEAR OF THE LEASE.

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1.15 INTENTIONALLY DELETED

1.16 INTENTIONALLY DELETED

1.17 BUILDING IMPROVEMENTS (MAR 2016)

Before the Government accepts the Space, the Lessor shall complete the following additional Building improvements:

A. _______________ B. _______________ C. _______________

1.18 HUBZONE SMALL BUSINESS CONCERNS ADDITIONAL PERFORMANCE REQUIREMENTS (SMALL) (OCT 2020)

If the Lessor is a qualified HUBZone small business concern (SBC) that did not waive the price evaluation preference then as required by 13 C.F.R.

126.700, the HUBZone SBC must spend at least 50% of the cost of the contract incurred for personnel on its own employees or employees of other qualified HUBZone SBC’s and must meet the performance of the work requirements for subcontracting in 13 C.F.R. § 125.6(c). If the Lessor is a HUBZone joint venture, the aggregate of the qualified HUBZone SBC’s to the joint venture, not each concern separately, must perform the applicable percentage of work required by this clause.

If the Lessor is a HUBZone small business concern (SBC) that did not waive the price evaluation preference, the Lessor shall provide a certification within 10 days after Lease award to the LCO (or representative designated by the LCO) that the Lessor was an eligible HUBZone SBC on the date of award. If it is determined within 20 days after award that a HUBZone SBC Offeror that has been awarded the Lease was not an eligible HUBZone SBC at the time of award, and the HUBZone SBC Lessor failed to provide the LCO with information regarding a change to its HUBZone eligibility prior to award, then the Lease shall be subject, at the LCO's discretion, to termination, and the Government will be relieved of all obligations to the Lessor in such an event and not be liable to the Lessor for any costs, claims or damages of any nature whatsoever.

1.19 LESSOR’S UNIQUE ENTITY IDENTIFIER (OCT 2021)

Lessor’s Unique Entity Identifier (UE):

UEI-DUNS: XXXXXXXXX

UEI-SAM: XXXXXXXXXXXX

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SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS

2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016)

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

C. Building. Building(s) situated on the Property in which the Premises are located.

D. Commission Credit. If USDA 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.”

E. Common Area Factor. The “Common Area Factor” (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 leased Space. The CAF is expressed as a percentage of the difference between the amount of rentable SF and ABOA SF, divided by the ABOA SF. For example 11,500 RSF and 10,000 ABOA SF will have a CAF of 15% [(11,500 RSF-10,000 ABOA SF)/10,000 ABOA SF]. For the purposes of this Lease, the CAF shall be determined in accordance with the applicable ANSI/BOMA standard for the type of space to which the CAF shall apply.

F. Contract. “Contract” shall mean this Lease.

G. Contractor. “Contractor” shall mean Lessor.

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

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

J. 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.

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

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

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

N. Premises. The Premises are defined as the total Office Area or other type of Space, together with all associated common areas, described in Section 1 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.

O. Property. 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.

P. Rentable Space or 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. Rentable Square Feet is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.)

included in the Premises: ABOA SF of Space x (1 + CAF) = RSF.

Q. 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.

R. Office Area. For the purposes of this Lease, Space shall be measured in accordance with the standard (Z65.1-1996) provided by American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) for Office Area, which means “the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed.” References to ABOA mean ANSI/BOMA Office Area.

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

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2.02 AUTHORIZED REPRESENTATIVES (OCT 2016)

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 Lease Contracting Officer (LCO) by notice without an express delegation by the prior LCO.

2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (OCT 2018)

A. The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Lease Amendment, GSA Form 300, Order for Supplies or Services, or a tenant agency-approved form when specifically authorized to do so by the LCO.

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 LCO or a warranted contracting officer’s representative (COR) in USDA or the tenant agency when specifically authorized to do so by the LCO, subject to the threshold limitation below.

B. Orders for alterations issued by an authorized COR are limited to no more than $250,000 (LCOs are not subject to this threshold). This threshold will change according to future adjustments of the simplified acquisition threshold (see FAR 2.101). The LCO will provide the Lessor with a list of tenant agency officials authorized to place orders and will specify any limitations on the authority delegated to tenant agency officials. The tenant agency officials are not authorized to deal with the Lessor on any other matters.

C. INTENTIONALLY DELETED

2.04 WAIVER OF RESTORATION (OCT 2021)

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:

a) waste, or,

b) damages or restoration arising from or related to:

(1) the Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as

(2) 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.

2.05 INTENTIONALLY DELETED

2.06 NOVATION AND CHANGE OF OWNERSHIP (SMALL) (OCT 2016)

Consistent with GSAM 570.115, in the event of a transfer of ownership of the leased premises or a change in the Lessor’s legal name, FAR 42.12 applies.

2.07 INTENTIONALLY DELETED

2.08 ADJUSTMENT FOR VACANT PREMISES (OCT 2017)

A. If the Government fails to occupy any portion of the leased Premises or vacates the Premises in whole or in part prior to expiration of the term of the Lease, the rental rate and the base for operating cost will be reduced using the figure specified in the “Rate for Adjustment for Vacant Leased Premises” paragraph of this Lease.

B. If no rate reduction has been established in this Lease, the rate will be reduced by that portion of the costs per ABOA SF of operating expenses not required to maintain the Space.

C. Said reduction shall occur after the Government gives 30 calendar days’ prior notice to the Lessor and shall continue in effect until the Government occupies the Premises or the Lease expires or is terminated.

2.09 INTENTIONALLY DELETED

LEASE NO.57-28117-22-FA, PAGE 11 LESSOR: ________ GOVERNMENT: ________ GSA TEMPLATE L100A

SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS

3.01 WORK PERFORMANCE (SMALL) (SEP 2015)

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

3.02 EXISTING FIT-OUT, SALVAGED, OR REUSED BUILDING MATERIAL (SLAT) (OCT 2020)

The Lessor shall reuse items or materials in the construction phase of the project, as long as such meet the quality standards set forth by the Government in this Lease. The Government will not pay for existing fix