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Exhibit A

 

Depiction of Premises

 

 

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Exhibit B

 

Legal Description of Land

 

 

The portion of Lot 0812 in Square 5044 generally as shown as “Lot A” on “Schedule 1” attached hereto, and generally as described on “Schedule 2” attached hereto, with the final description of the A&T Lot to be confirmed in the Declaration of Delivery after Landlord creates the A&T Lot for the land on which the Building will be located as set forth herein.

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Schedule 1

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Schedule 2

 

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Exhibit C

 

Work Exhibit for Base Building Work and Tenant Improvements

 

1.Definitions.  Any capitalized term used but not defined in this Work Exhibit shall have the meaning given to such term in the remainder of this Lease.  The definition for each of the following terms is set forth in this Work Exhibit as follows:

 

“Base Building” is defined in Section 3(a) hereof.

 

“Base Building Plans and Requirements” is defined in Section 3(b) hereof.

 

“Base Building Project Architect” is defined in Section 3(b) hereof.

 

“Base Building Work” is defined in Section 3(a) hereof.

 

“Budget Costs” is defined in Section 10 hereof.

 

“Change Order” is defined in Section 13 hereof.

 

“Change Order Cost(s)” is defined in Section 12(a) hereof.

 

“Complete Plans and Specifications” is defined in Section 6 hereof.

 

“Contractor” is defined in Section 8 hereof.

 

“Cost Ceiling” is defined in Section 10 hereof.

 

“Design Phase” is defined in Section 5 hereof.

 

“DGS-PSD” is defined in Section 4 hereof.

 

“District Delay” is defined in Section 18 hereof.

 

“District PM” means the project manager engaged by Landlord, subject to the District’s approval, to provide the PM Services.

 

“District Requirements” is defined in Section 4 hereof.

 

“District’s Acceptance” is defined in Section 12(a) hereof.

 

“District’s Response Period” is defined in Section 10 hereof.

 

“District’s Value Engineering” is defined in Section 10 hereof.

 

“Excess Cost” is defined in Section 10 hereof.

 

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“Excess Cost Approval Notice” is defined in Section 10 hereof.

 

“Excluded IT Equipment” is defined in Section 4 hereof.

 

“Exterior Elevation Drawing” is defined in Section 3(b) hereof.

 

“Final Accounting” is defined in Section 16 hereof.

 

“Final Plans and Specifications” is defined in Section 6 hereof.

 

“Final Response Period” is defined in Section 6 hereof.

 

“Hard Costs” is defined in Section 9 hereof.

 

“IT” is defined in Section 4 hereof.

 

“Landlord Change Order” is defined in Section 12(b) hereof.

 

“Landlord Delay” is defined in Section 17 hereof.

 

“Landlord’s Notice” is defined in Section 12(a) hereof.

 

“Latent Defect” is defined in Section 19 hereof.

 

“Lump Sum Excess Cost Payment” is defined in Section 10 hereof.

 

“OCTO/DC-Net” means the District of Columbia’s Office of the Chief Technology Officer.

 

“Plans and Specifications” is defined in Section 5 hereof.

 

“PM Services” means the project management services to be provided to the District in accordance with the terms set forth on “Schedule 5”, attached hereto and made a part hereof.

 

“Project Architect” is defined in Section 4 hereof.

 

“Project Schedule” is defined in Section 11 hereof.

 

“Proposed Change” is defined in Section 12(a) hereof.

 

“Punch List” is defined in Section 19 hereof.

 

“Response Period” is defined in Section 6 hereof.

 

“Subcontractor” is defined in Section 8 hereof.

 

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“Substantially Complete”, “Substantially Completed” and “Substantial Completion” are defined in Section 19 hereof.

 

“Tenant Improvement” and “Tenant Improvements” are defined in Section 4 hereof.

 

“TI Construction Contract” is defined in Section 8 hereof.

 

“TI Construction Costs” is defined in Section 9 hereof.

 

“Turnkey Budget” is defined in Section 10 hereof.

 

2.Scope. This Work Exhibit sets forth the agreements by and between Landlord and the District with respect to the design and construction by Landlord of the Base Building and Tenant Improvements.  In the event of any inconsistency between the terms of this Work Exhibit and the terms of the remainder of this Lease, the terms of this Work Exhibit shall control.

 

3.Base Building.

 

(a)Landlord shall, at Landlord’s sole cost and expense, be responsible for designing and constructing the Base Building, and performing, in a first class, good and workmanlike manner, and in accordance with the terms of this Work Exhibit, the Base Building Work.  The “Base Building Work” shall mean Landlord’s design, construction and completion of a building with RSF sufficient to include the Premises and pursuant to the Base Building Plans and Requirements (such completed building being the “Base Building”).  For the avoidance of doubt, finishes for all restrooms in the Building (including floors fully occupied by the District) shall constitute Base Building Work.  

 

(b)The Parties acknowledge that Landlord has selected Perkins Eastman DC, PLLC, or such other architect as reasonably selected by Landlord to be the architect for the Base Building Work (“Base Building Project Architect”). Unless otherwise set forth herein, Landlord shall cause the Base Building to be constructed in accordance with the base building specifications set forth in “Schedule 2”, attached hereto and made a part hereof, and the construction stage plans for the Base Building approved by the District pursuant to this Section 3(b) (collectively, including any District-approved changes thereto, the “Base Building Plans and Requirements”).  Prior to the Lease Commencement Date, Landlord shall have delivered to the District schematic design plans for the Base Building (“Schematic Plans”). The District shall have the right to review and approve the Schematic Plans provided it delivers to Landlord its written approval or disapproval within ten (10) Business Days after the Lease Commencement Date.  The District’s approval shall not be unreasonably withheld or conditioned provided that the Schematic Plans (i) conform with the Base Building Plans and Requirements, (ii) do not have an anticipated material adverse effect on the District’s plans for the Tenant Improvements as set forth in the District Requirements, and (iii) are not materially inconsistent with the Exterior Elevation Drawing.  Any disapproval

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by the District pursuant to the foregoing shall be accompanied by a detailed explanation therefor.  If the District does not timely approve or disapprove the Schematic Plans, it shall be deemed to have approved the same.  If the District disapproves the Schematic Plans, it shall approve or disapprove any resubmission thereof within seven (7) Business Days after receipt thereof pursuant to the same standard described above.  Landlord shall cause the exterior street façade of the Building to look substantially similar to the exemplar exterior elevation drawing forth in “Schedule 3” attached hereto and made a part hereof (the “Exterior Elevation Drawing”). The remainder of the Building elevations shall be designed by the Base Building Project Architect and reviewed by the District (which may provide comments that Landlord may consider).  The Base Building, and the performance of the Base Building Work, shall be in compliance with all existing applicable Laws.  Landlord shall submit to the District design stage and construction stage plans for the Base Building for the review and approval of the District as set forth below. The District shall have a right to notify Landlord that it disapproves any such plans only to the extent the plans: (i) will have a material adverse effect on the District’s plans for the Tenant Improvements as set forth in the District Requirements (defined in Section 4 below); (ii) are materially inconsistent with the Schematic Plans; or (iii) are materially inconsistent with the Exterior Elevation Drawing. Any such disapproval must be delivered by the District to Landlord no later than seven (7) Business Days after receipt thereof.  If the District does not timely deliver a disapproval which identifies in detail the reason for such disapproval, the District shall be deemed to have approved such plans. If the District timely delivers a disapproval notice with the details required herein, Landlord shall work with the District to address the District’s concerns and, if applicable, shall revise the plans and resubmit the same to the District, and the District shall have another opportunity to disapprove the same pursuant to the provisions of this paragraph.  In no event shall the District have any right to deliver a notice of disapproval to Landlord with respect to any set of plans for a design phase which do not reflect a material change from the plans for the design phase previously submitted the District (it being agreed that additional detail provided in subsequent plans shall not constitute a change).

 

(c)Landlord shall, at its sole cost and expense, cause the Building to be designed and constructed to achieve, at minimum, the Leadership in Energy and Environmental Design (LEED) Silver rating for Core and Shell. Landlord shall register such design and construction project, and apply for certification, with the U.S. Green Building Council (USGBC) for LEED.  Landlord shall pay all fees associated with registering, applying for, appealing, and otherwise obtaining LEED certification(s). The project shall be listed as “non-confidential”.

 

(d)Landlord, at its sole cost and expense, shall furnish all labor and materials to construct, furnish and complete all of the work necessary to finish and ready the Base Building for further improvement by the Tenant Improvements, and otherwise make the Base Building suitable for use and occupancy by the District in accordance with Laws, subject to completion of the Tenant Improvements. The costs of the Base Building and the Base Building Work shall not constitute TI Construction Costs. All of the Base Building Work shall be performed by Landlord: (a) promptly and in a good workmanlike manner; (b) by duly qualified, licensed and, unless the Contractor has

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reasonably sufficient financial solvency and is reasonably creditworthy as reasonably determined by the District, bonded; (c) in accordance with all applicable Laws and the Base Building Plans and Requirements; and (d) once commenced, diligently pursued to a state of readiness for further improvement by the Tenant Improvements. Landlord shall ensure that the Base Building is constructed in accordance with the Base Building Plans and Requirements, this Work Exhibit, and Laws.

 

(e)The Base Building shall be built to industry standard specifications for a Class A office building.

 

4.Tenant Improvements.  The Parties acknowledge that Landlord has selected Perkins Eastman DC, PLLC or such other architect as reasonably selected by Landlord to be the “Project Architect” for the Tenant Improvements. Landlord shall, at its sole cost and expense up to the Cost Ceiling (a) cause the Tenant Improvements to be in a state of Substantial Completion, and (b) furnish all labor and materials to design, construct, furnish, install and complete all of the items, equipment and work necessary to bring the Tenant Improvements to a state of Substantial Completion, each for the District’s use and occupancy of the Premises, in a turnkey manner, generally in accordance with the Project Schedule (subject to delay caused by Force Majeure Events and District Delay) pursuant and subject to the terms of this Work Exhibit, the remainder of this Lease, and in accordance with Laws.  Landlord acknowledges that Landlord has previously received the District’s specifications and requirements for the build out of the Tenant Improvements consisting of the following documents: (a) “Basis of Design, Furniture & Finishes”; (b) “Workplace Design Guidelines”; (c) “Signage Specifications and Standards”; (d) “Information Technology (“IT”) Infrastructure Specifications and Standards”; and (e) “Department of General Services, Protective Services Division’s (“DGS-PSD”) Security Infrastructure Specifications and Standards” ((a) through (e) each and collectively are, the “District Requirements”). “Tenant Improvements” (and each, a “Tenant Improvement”) shall mean the turnkey build-out of the Premises and the MDF Room, and the District’s relocation thereto (if applicable), including, but not limited to the PM Services costs (not to exceed 3% of Hard Costs), lactation room, the District’s relocation costs (if any), the purchase and installation of the construction elements, furniture, fixtures, equipment (including security, server room, network and power equipment), fit-out, signs, HVAC related distribution ductwork, cabling and wiring for both power and low voltage requirements, security infrastructure, information technology (“IT”) server room equipment, telephones and any other IT infrastructure requirements, but specifically not IT equipment such as computers, televisions and printers (collectively, the “Excluded IT Equipment”). Landlord agrees and acknowledges that (i) a vendor approved by DGS-PSD shall be the required Subcontractor for the District’s security requirements associated with the Tenant Improvements, and (ii) OCTO/DC-Net or its approved vendor may, at Landlord’s election, be the Subcontractor for the IT requirements associated with the Tenant Improvements; provided that, in all events, OCTO/DC-Net and DGS-PSD will provide the IT infrastructure and security standards and specifications, respectively, for the Tenant Improvements.  Landlord and the District acknowledge and agree that, notwithstanding the foregoing definition of Tenant Improvements, the District shall not be limited in the application of the Tenant Improvement Allowance to such items, but shall have the right to apply the Tenant Improvement Allowance to other costs relating to the

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build-out of the Premises pursuant to this Work Exhibit and the remainder of this Lease.  Landlord shall Substantially Complete the Tenant Improvements in accordance with the District Requirements, each approved Design Phase, and the Final Plans and Specifications.  In addition, all of the Tenant Improvements shall be performed by or on behalf of Landlord: (i) promptly and in a good workmanlike manner; (ii) by duly qualified, licensed and bonded persons; (iii) in accordance with Laws and the provisions of this Lease; and (iv) once commenced, diligently pursued to Substantial Completion.

 

5.Plans and Specifications. Landlord will cause the Project Architect to prepare plans and specifications for the Tenant Improvements for each of the following design phases: (a) test fit/space plan phase; (b) schematics phase; (c) design development phase; (d) design construction documents phase; and (e) furniture, fixture and equipment phase (each of the foregoing (a) through (e) being a “Design Phase”); provided, however, Landlord shall provide up to fifteen cents ($0.15) per rentable square foot of the Premises for the purpose of the test fit/space plan Design Phase, which amount shall be at Landlord’s sole cost and expense and which amount shall not accrue against the TI Construction Costs.  Landlord shall cause the Project Architect to prepare and deliver to the District, for the District’s review and comment, two (2) printed sets of plans (and their related electronic files) containing the construction drawings, construction notes, plans and specifications for each Design Phase of the Tenant Improvements as generally set forth on, and in the order indicated on, the Project Schedule (each set of construction drawings, construction notes, plans and specifications for each Design Phase being the “Plans and Specifications” for such Design Phase). Landlord shall deliver the Plans and Specifications for the “schematics” Design Phase for the Tenant Improvements to the District in accordance with the Project Schedule.  Landlord shall ensure that the Plans and Specifications for each Design Phase of the Tenant Improvements shall be based upon, and shall incorporate and be consistent with, the District Requirements, the approved preceding Design Phases and the Base Building Plans and Requirements, as applicable.  Landlord shall cause the Project Architect to provide in each appropriate Design Phase’s Plans and Specifications specifications for all power (including low voltage power), voice/data, audio-visual, and security systems, together with the infrastructure and attendant equipment and devices therefor, based on the District Requirements and the District’s program needs.  Landlord shall also cause the Project Architect to develop a signage plan and package with the District that is based on the District Requirements and the District’s program needs and consistent with the remainder of this Lease.  

 

6.Approval of Plans and Specifications. Within seven (7) Business Days after the District’s receipt of any initial (or resubmitted, if applicable) set of Plans and Specifications for each Design Phase of the Tenant Improvements (the “Response Period”), the District shall notify Landlord of the District’s approval thereof or the reasons why such approval was withheld or is not granted (with any denial specifying the District’s reasons in reasonable detail).  Landlord shall cause Project Architect to make any revisions necessary to address the District’s comments on each Design Phase’s Plans and Specifications, and resubmit the same for the District’s approval. The revisions and resubmissions shall continue until District gives its final approval, or is deemed to have given final approval (as provided in Section 7 below) of each Design Phase’s Plans and Specifications.  Following the District’s approval or deemed approval of the Plans and Specifications for

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the final Design Phase, Landlord shall cause the Project Architect to submit complete and unified Plans and Specifications for all Design Phases of the Tenant Improvements which incorporate the revised and approved Plans and Specifications for each Design Phase (the “Complete Plans and Specifications”), and Landlord shall deliver to the District therewith the then current budget based on such Complete Plans and Specifications. Within five (5) Business Days after Landlord’s delivery to the District of the Complete Plans and Specifications (the “Final Response Period”), the District shall notify Landlord of the District’s approval thereof or the reasons why such approval was withheld or is not granted (with any denial specifying the District’s reasons in reasonable detail).  Landlord shall cause Project Architect to make any revisions necessary to address the District’s comments on each Design Phase’s Plans and Specifications or the Complete Plans and Specifications (as applicable), and resubmit the same for the District’s approval. The revisions and resubmissions shall continue until the District gives its final approval, or is deemed to have given final approval (as provided in Section 7 below) of each Design Phase’s Plans and Specifications or of the Complete Plans and Specifications.  The process of revising, resubmitting and reviewing the resubmission shall be as provided above in this Section 6.  Such final approved (or deemed approved) Complete Plans and Specifications shall be the “Final Plans and Specifications”. The District will not unreasonably withhold, condition or delay its approval of any aspects of any Design Phase’s Plans and Specifications (or of the Complete Plans and Specifications) for the Tenant Improvements which are consistent with, and in accordance with, the District Requirements and shall not disapprove any aspects of any Design Phase’s Plans and Specifications that do not reflect a material change from the Plans and Specifications for the immediately preceding Design Phases that the District had approved or which had been deemed approved (it being agreed that additional detail provided in subsequent plans shall not constitute a change).

 

7.Deemed Approval of Plans and Specifications. In the event that the District has not responded to Landlord within a Response Period or the Final Response Period, as applicable, then Landlord shall have the right to deliver a notice to the District containing the following language in at least 16 point, bold font and capital letters: “THIS NOTICE IS being DELIVERED PURSUANT TO that certain In-Lease AGREEMENT with A Lease Commencement date of _________ ___, 20___ pertaining to YOUR LEASE FOR PREMISES AT _________________________ in Washington, DC.  IF The DISTRICT FAILS TO PROVIDE TO LANDLORD WRITTEN APPROVAL OR REASONABLE DETAILS FOR ITS OBJECTIONS TO THE [PLANS AND SPECIFICATIONS/Complete Plans and Specifications] DELIVERED TO THE DISTRICT ON _____________, 20 __, FOR WORK TO BE DONE AT _________________________ in Washington, DC, WASHINGTON, DC WITHIN FIVE (5) BUSINESS DAYS OF THE DISTRICT’S RECEIPT OF THIS NOTICE, THE DISTRICT WILL BE DEEMED TO HAVE APPROVED SUCH PLANS AND SPECIFICATIONS(/Complete Plans and Specifications).”  If the District fails to respond within such five (5) Business Day period after receipt of such notice from Landlord, then the District shall be deemed to have approved such applicable Plans and Specifications or the Complete Plans and Specifications.  In the case of the Complete Plans and Specifications, they shall be deemed to be the Final Plans and Specifications.

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8.Contractors. Landlord shall include the Project Schedule within any competitive request for proposal, bid or similar issuance. Landlord shall solicit competitive general contractor bids for the Tenant Improvement work from at least three (3) general contractors.  The general contractor, and each additional contractor or vendor with whom Landlord has contracted to perform the Tenant Improvements or to furnish materials or services related thereto being a “Contractor” (it being agreed that any reference herein to “Contractor” or “the Contractor” shall refer to each Contractor).  Landlord shall select the Contractor within ten (10) Business Days after its receipt of the last bid. Landlord shall deliver to the District all of the general contractor bid information received together with Landlord’s proposed selection for the District’s review. The general contractor recommended by Landlord shall be the most responsive in terms of price and performance from among those general contractors that submitted accurate and complete bid responses in accordance with all bid requirements and instructions by Landlord. The District shall have 3 Business Days to review such information and either accept Landlord’s recommendation without comment or present the District’s questions and comments to Landlord.  If the District presents questions and comments to Landlord, Landlord and the District shall discuss the same for one (1) Business Day, provided that Landlord’s selection, after Landlord has acted in good faith in reviewing and considering the District’s questions and comments, shall be final.  Landlord shall then notify such Contractor by the next Business Day of its selection.  The Tenant Improvement Allowance shall be subject to the requirements of D.C. Code Section 2-218.46, as may be amended from time to time, regarding the use of Small Business Enterprises and Certified Business Enterprises (as such are defined under D.C. Code Section 2-218.02); provided, however, that 50% SBE/CBE dollar volume participation shall be required (rather than the 35% dollar volume participation set forth in D.C. Code Section 2-218.46). Landlord shall provide such evidence of its compliance with the foregoing requirement as the District may reasonably require.  Landlord shall include the Small Business Enterprises and Certified Business Enterprises requirement within any competitive request for proposal, bid or similar issuance for the Contractor. Landlord shall cause Contractor to submit to Landlord (and to the District, upon request), actual costs for any and all work associated with the Tenant Improvements. The District shall have the right to review any and all pricing for work associated with the Tenant Improvements and may elect to remove, modify or add to the Tenant Improvements.  Any contractor engaged by Landlord or Contractor to (a) perform Tenant Improvement work not to be self-performed by the Contractor (including but not limited to providing non-construction element goods and services); or (b) provide any other goods and services that Landlord is obligated to provide under this Work Exhibit shall be referred to herein as a “Subcontractor”.  Such work that Landlord and Contractor shall bid out to Subcontractors shall include, but not be limited to: (i) work associated with the installation of HVAC, mechanical, electrical, and plumbing (and all other work performed by the trades); (ii) non-construction related hard-costs (including but not limited to furnishings, fixtures, and equipment); (iii) information technology and security cabling and equipment; (iv) signage (if applicable); and (v) other non-construction element goods and services.  Such work that Landlord and Contractor shall bid out shall exclude any and all work to be performed by, and equipment to be provided by, OCTO/DC-Net, if Landlord and Contractor elect for OCTO/DC-Net to be the Subcontractor for the District’s information technology requirements. The Subcontractor(s) selected by Contractor shall be the most responsive in terms of price and performance from among those Subcontractors that submitted accurate and complete bid responses in accordance with all bid requirements and instructions from Contractor.  Landlord shall include the Project Schedule (as it has been modified by such date) within any competitive request for proposal, bid or similar issuance. Landlord shall ensure that the construction contract with the general contractor for the Tenant Improvements (the “TI Construction Contract”) will be a guaranteed maximum price construction contract or a fixed price construction contract.  Landlord shall ensure that the Contractor(s) and any Subcontractors will construct the Tenant Improvements, and otherwise perform all work associated with the Tenant Improvements and this Work Exhibit, in compliance with the TI Construction Contract, the Final Plans and Specifications for the Tenant Improvements, this Work Exhibit, and Laws.  

 

9.Tenant Improvement Construction Costs. All costs of: (a) the construction of the Tenant Improvements, including the soft costs of all space planning, architectural, and engineering work related thereto including, without limitation, the costs of the PM Services; (b) all governmental authority approvals and permits required to construct or use the Tenant Improvements including any temporary or permanent certificate(s) of occupancy; (c) all labor and materials and other hard costs, including the Contractor’s fee and customary work related insurance for construction of the Tenant Improvements, and bond costs relating to the Tenant Improvements; and (d) the purchase and installation of the Tenant Improvement requirements (including OCTO/DC-Net specified equipment, cabling, wiring and security equipment that is based on DGS-PSD provided specifications) and the costs of relocation are referred to herein as the “TI Construction Costs” (it being agreed that TI Construction Costs may include such other costs as Landlord and District may agree). The TI Construction Costs shall include, as a component thereof, a project management fee to Landlord equal to 3% of the total TI Construction Costs constituting “hard costs” excluding any TI Construction Costs related to design, space planning, architectural work, engineering work and other soft costs (“Hard Costs”) and no more for Landlord’s management and coordination of the construction of the Tenant Improvements (i.e., no cost which is included in the “hard costs” shall be counted more than once for purposes of calculating the project management fee).  Landlord agrees and acknowledges that if OCTO/DC-Net is the Subcontractor for the IT requirements of the Tenant Improvements, Landlord shall be responsible for ordering any OCTO/DC-Net specified equipment, and acknowledges that OCTO/DC-Net requires an “upfront” payment for OCTO/DC-Net’s purchase and installation of such equipment. The TI Construction Costs expressly exclude any costs associated with the Base Building or the Base Building Work.

 

10.Cost Ceiling; Budget. The “Cost Ceiling” means the Tenant Improvement Allowance. Within forty-five (45) days after the District’s approval or deemed approval of the Complete Plans and Specifications for the Tenant Improvements, Landlord shall provide the District with a budget (the “Turnkey Budget”) reflecting the cost of the Tenant Improvements (the “Budget Costs”) (along with reasonable supporting documentation), including, if applicable, a calculation of the amount by which the total Budget Costs exceeds the Cost Ceiling (any such excess amount, an “Excess Cost”). If the Turnkey Budget reflects an Excess Cost, the District shall within 10 Business Days after receipt of the Turnkey Budget (the “District’s Response Period”) either (a) deliver a written notice signed by the Director agreeing to pay for the Excess Cost, which payment may be through the application of the Landlord Credit (such notice, an “Excess Cost Approval Notice”),

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the delivery of which Excess Cost Approval Notice shall require the certification of the availability of appropriated funds in the case of a payment other than through the application of the Landlord Credit (such payment, a “Lump Sum Excess Cost Payment”), or (b) submit to Landlord value engineering of the Tenant Improvements that, if implemented, the District anticipates would result in a Turnkey Budget with no Excess Cost or less Excess Cost (the “District’s Value Engineering”).  The District may elect to use a combination of the foregoing options to apply against any Excess Costs, or reduce the Budget Costs to eliminate any potential Excess Costs.  A Lump Sum Excess Cost Payment shall be payable as Additional Rent in accordance with Section 16 below.  Within 10 Business Days of Landlord’s receipt of the District’s Value Engineering, Landlord shall prepare a revised Turnkey Budget and submit the same, including the revised Budget Costs, to the District.  If applicable, Landlord shall direct the Project Architect to promptly revise the Complete Plans and Specifications in accordance with the District’s Value Engineering, which revised Complete Plans and Specifications shall be subject to the District’s approval. The revisions to the Turnkey Budget pursuant to the foregoing shall continue until the earlier of there being (i) a revised Turnkey Budget reflecting no Excess Cost, or (ii) the District agreeing to pay the Excess Cost pursuant to Section 10(a) above, at which time the applicable Turnkey Budget shall be the approved Turnkey Budget, and Landlord shall proceed with the work in accordance with this Work Exhibit.  Any Excess Cost Approval Notice must be signed by the Director.  Any such Excess Cost Approval Notice not so signed shall be of no force or effect, the District shall have no obligation to pay any costs related thereto, and Landlord shall be under no obligation to proceed with any redesign or construction work that is the subject thereof.  Landlord acknowledges that if it proceeds with any such work prior to receipt of a properly executed Excess Cost Approval Notice, Landlord does so at its sole and complete risk.  

 

11.Project Schedule. Subject to Force Majeure Events and District Delay, Landlord shall design and construct the Base Building and Tenant Improvements in accordance with the project schedule contained in “Schedule 4” attached hereto and made a part hereof (the “Project Schedule”). Further, within 10 Business Days after Landlord’s receipt of the construction permit(s), Landlord shall deliver to the District a revised construction schedule pertaining to the Tenant Improvements to update and replace the Project Schedule.

 

12.Proposed Changes to the Final Plans and Specifications.

 

(a)Any changes to the Final Plans and Specifications desired by the District subsequent to the approval of such plans by both Parties shall be requested in writing (a “Proposed Change”) and shall be subject to Landlord’s reasonable approval, which approval, subject to the last sentence of this paragraph, shall not be unreasonably withheld, conditioned or delayed, except as otherwise provided below. Within 10 Business Days of Landlord’s receipt of the District’s Proposed Change, Landlord shall notify the District in writing (“Landlord’s Notice”) of Landlord’s approval or disapproval of the Proposed Change (with any denial specifying Landlord’s objections in reasonable detail).  The Landlord’s Notice shall include the fixed amount of any cost increase (including, without limitation, increases in general conditions, insurance, overhead and profit under the TI Construction Contract) resulting from such request

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(the “Change Order Cost”) and whether the Change Order Cost will create an Excess Cost and/or any delay in Substantial Completion of the Tenant Improvements that will result from the District’s requested changes to the Final Plans and Specifications. Within 15 Business Days after the District’s receipt of Landlord’s Notice confirming such approval (if Landlord approves the Proposed Change), the District shall confirm to Landlord in a written notice signed by the Director or a designee of the Director of the District’s acceptance of the changes (“District’s Acceptance”), which acceptance shall constitute the District’s agreement (a) to reimburse Landlord for the Change Order Cost, if such amount exceeds the Cost Ceiling (which reimbursement may be by means of the application of the Landlord Credit and/or a Lump Sum Excess Cost Payment) which amounts shall be stated in the District’s Acceptance, subject to the terms of, and the procedures contained in this Work Exhibit, and (b) that if such change will cause a delay in Substantial Completion, the Outside Delivery Date will be extended day-for-day for any delay caused by such changes, such delay being deemed to be a District Delay.  In the event a District’s Acceptance is signed by a designee of the Director, (x) such District’s Acceptance shall be delivered together with a copy of the written delegation of authority from the Director to such designee, and (y) Landlord may rely upon such District’s Acceptance as if it had been signed by the Director.  If the Change Order Cost causes the TI Construction Costs to exceed the Cost Ceiling, the District’s Acceptance must be delivered after the District has certified the availability of appropriated funds for such purpose.  If the District fails to provide such District’s Acceptance (and, if applicable the Excess Cost Approval Notice, which may be the same document) before the end of said 15 Business Day period, the District shall be deemed to have withdrawn its request for the Proposed Change to the Final Plans and Specifications. Notwithstanding the foregoing or anything to the contrary contained elsewhere herein, a Proposed Change shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, if the work requested in the Proposed Change would: (i) change the rentable area of the Premises, (ii) materially affect the Base Building, or (iii) involve the exterior of the Building.  

 

(b)Any changes to the Final Plans and Specifications for the Tenant Improvements requested by Landlord subsequent to the approval of such plans by both Parties (a “Landlord Change Order”) shall be requested in writing and subject to the District’s written approval, in its sole and absolute discretion.  Any delay in the date of Substantial Completion of the Tenant Improvements as a result of such requested change by Landlord shall be deemed to be a Landlord Delay (provided if the same results from a change in Laws, a Proposed Change by the District or other matters outside of the control of Landlord, the same shall constitute a Force Majeure Event and not Landlord Delay). Any costs related to or resulting from any proposed change by Landlord in the Final Plans and Specifications shall be at the sole cost and expense of Landlord.

 

13.Change Orders. Upon Landlord’s receipt of the District’s Acceptance, or the District’s approval of any requested change by Landlord to the Final Plans and Specifications, such Proposed Change shall be deemed a “Change Order” and, if applicable, Landlord shall direct the Project Architect to promptly revise the Final Plans

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and Specifications in accordance with the Change Order and such revised Final Plans and Specifications shall be subject to the District’s approval as provided above in Section 6.  

 

14.Unapproved Change Order Costs. Notwithstanding anything to the contrary in this Work Exhibit, including Sections 12 and 13, if a Proposed Change would result in a Change Order Cost, Landlord shall be under no obligation to proceed with any redesign or construction work required by the Proposed Change until Landlord has received a District’s Acceptance. Landlord acknowledges that if it proceeds with a Proposed Change prior to receipt of a District’s Acceptance, it does so at its sole and complete risk.

 

15.Finalized Change Orders. Upon approval by the District and Landlord of such revised Final Plans and Specifications based on any Change Order, Landlord shall direct Contractor to promptly proceed with the work contemplated by said Change Order.  

 

16.Final Accounting. Within forty-five (45) days after Substantial Completion of the Tenant Improvements, Landlord shall deliver to the District the Declaration of Final Accounting which shall include a final accounting of the TI Construction Costs (on an open book basis) that sets forth a description of the Tenant Improvement work covered by all Change Orders, the actual final amount of Change Order Costs, the final TI Construction Costs, any Excess Costs and any amount of the Landlord Credit that the District elected to apply towards Excess Costs or Change Order Costs pursuant to an Excess Cost Approval Notice or District’s Acceptance (the “Final Accounting”), and provide the same to the District. Any Excess Cost, including any Change Order Cost that constitutes an Excess Cost, which is not paid pursuant to the application of the Landlord Credit shall be paid as Additional Rent in a lump sum by the District to Landlord no later than thirty (30) days after execution of the Declaration of Final Accounting.  If the TI Construction Costs have exceeded the Cost Ceiling but were not reflected as exceeding the Cost Ceiling on any Turnkey Budget, revised Turnkey Budget or Landlord’s Notice, or if Landlord incurred alleged Excess Costs without an Excess Cost Approval Notice or District’s Acceptance, then such costs shall not accrue against the Cost Ceiling, and the District shall have no obligation to pay any such costs if above the Cost Ceiling.  If pursuant to the Final Accounting it is determined that the Cost Ceiling exceeds the TI Construction Costs, then Landlord shall grant to the District such excess amount (consisting of the difference between the Cost Ceiling and the TI Construction Costs) as a rental abatement of Annual Rental payable under this Lease, to be applied to the next successive payment(s) of Annual Rental due and payable by the District under this Lease (the “Additional Landlord Credit”).  The Additional Landlord Credit, if any, shall be set forth on the Declaration of Final Accounting, and shall be applied following the exhaustion of the Landlord Credit.  The Parties acknowledge that the District intends that the Excess Cost Approval Notice and the District’s Acceptance, as applicable, to be an express representation to Landlord upon which Landlord may reasonably rely.

 

17.Landlord Delay. A “Landlord Delay” shall mean: (a) Landlord’s failure to respond, notify or take any action otherwise required under this Work Exhibit within the time periods set forth herein, or (b) any delay beyond the Outside Delivery Date in the Substantial Completion of the Tenant Improvements directly resulting or arising from or in connection with any (i) Landlord Change Order (other than a Landlord Change order

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resulting from the act or omission of the District) or (ii) any negligence or willful misconduct by Landlord or any of its Agents. To the extent any additional TI Construction Costs are incurred in connection with any delay in Substantial Completion of the Tenant Improvements resulting from a Landlord Delay, such costs shall be Landlord’s sole responsibility and paid for by Landlord.

 

18.District Delay. A “District Delay” shall mean: (a) the District’s failure to respond, notify or take any action otherwise required under this Work Exhibit within the time periods set forth herein, (b) any delay beyond the Outside Delivery Date in the Substantial Completion of the Tenant Improvements directly resulting or arising from or in connection with any District Negligence, (c) any material delay beyond the Outside Delivery Date in the Substantial Completion of the Tenant Improvements directly resulting or arising from or in connection with delay relating to a Change Order requested by the District, or (d) any deemed District Delay under this Work Exhibit (including, but not limited to, any delay in connection with Change Order Costs).  To the extent any additional costs are incurred in connection with any delay in Substantial Completion of the Tenant Improvements resulting from a District Delay, such costs shall be the District’s sole responsibility and shall be deemed a Change Order Cost to be paid for by the District to Landlord, so long as, and only if, such additional costs have been previously approved by the District in a District’s Acceptance, pursuant to the terms of this Work Exhibit.  In the event that the Tenant Improvements are not Substantially Complete by, on, or before the Outside Delivery Date as a result of a District Delay, then the Outside Delivery Date shall be extended by one day for each day that the Substantial Completion of the Tenant Improvements is delayed beyond the Outside Delivery Date as a result of such District Delay.

 

19.Substantial Completion. The Tenant Improvements and the Base Building Work shall be deemed “Substantially Complete”, “Substantially Completed” or in a state of “Substantial Completion” when both: (a) Contractor and/or Landlord have obtained all sign-offs, inspections and approvals required by the District of Columbia (as a sovereign entity, and not as a tenant under this Lease) and any other applicable governmental authorities for the issuance of certificate(s) of occupancy (which may, for purposes of achieving Substantial Completion be a temporary certificate of occupancy provided that Landlord obtains a permanent certificate of occupancy within 90 days thereafter and such temporary certificate(s) of occupancy allow for the District’s unrestricted and uninterrupted occupancy of the Premises) covering the Premises and have delivered such certificate of occupancy to the District (issuance of such a temporary certificate of occupancy shall be deemed to be conclusive evidence that Landlord and Contractor have obtained all required sign-offs, inspections and approvals for achieving substantial completion provided that Landlord obtains permanent certificates of occupancy within 90 days thereafter); (b) the Project Architect and the Base Building Project Architect (if different) have certified (on a standard AIA Form) that the Tenant Improvements and the Base Building Work, respectively, have been completed substantially in accordance with the Final Plans and Specifications (as modified by the terms of this Work Exhibit), including the placement of furniture and equipment; and (c) the Parking Facility and all applicable Additional Parking Areas necessary to satisfy the parking requirements in this Lease as of the Rent Commencement Date, are complete, secured and Landlord has obtained all sign-offs, inspections and approvals required by the District of Columbia (as

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a sovereign entity, and not as a tenant under this Lease) and any other applicable governmental authorities to allow the District to use the Parking Spaces, and the Base Building Project Architect or other applicable architect or engineer engaged by Landlord has certified (on a standard AIA Form) that all site work undertaken by Landlord on the Land, including without limitation sidewalks, landscaping and exterior lighting have been completed, the foregoing (a), (b) and (c) subject to completion of punch list items that do not materially impair the ability of the District to occupy or utilize the Premises, the Parking Facility or the Additional Parking Areas for the Permitted Use under this Lease (the “Punch List”).  Within seven (7) Business Days after Landlord notifies the District that it has or will shortly achieve Substantial Completion, the District together with Landlord (if it elects) and Contractor shall make a final inspection of the Premises to ensure that the Tenant Improvements are Substantially Complete.  At such time, Landlord shall cause to be prepared a Punch List by the District, Landlord (if it elects), the Base Building Architect or the Project Architect, as applicable, and Contractor, and Landlord shall cause such Punch List to be delivered by the Project Architect to Landlord and the District.  Landlord’s contract with Contractor shall: (i) provide that the Contractor shall complete all Punch List items within 30 Business Days of its receipt thereof provided that Landlord shall have up to 120 days to complete items identified on the Punch List as “long lead time” items provided that the Punch List includes an explanation as to why additional time is required for such items, and (ii) contain a warranty as to Latent Defects, which shall provide in substance that the Contractor shall promptly commence and diligently proceed to correct any Latent Defects in the Tenant Improvements or the Base Building Work upon receipt of the District’s written notice to Landlord of a Latent Defect, provided such notice is delivered to Landlord within 12 months after the date of Substantial Completion of the Tenant Improvements.  As used herein, the term “Latent Defect”, shall mean a defect in the construction of the Tenant Improvements or the Base Building Work that could not have reasonably been discovered prior to the District taking possession of the Premises by a commercially reasonable inspection of the Premises performed by a reasonably prudent architect or engineer exercising a professionally reasonable level of due diligence in such inspection. No later than 30 calendar days following Substantial Completion of the Tenant Improvements, Landlord shall deliver to the District (x) any and all manuals, booklets, specification sheets, and manufacturer’s warranty information that accompanied any and all non-construction element items that are a part of the Tenant Improvements, and (y) as-built plans for any buildings or other structures, including for parking or vehicle maintenance, that constitute Base Building Work or Tenant Improvements in “Revit”.  In the event any Punch List item remains incomplete or outstanding after 30 Business Days or 120 days, as applicable pursuant to the foregoing, then for each day following such applicable period that any Punch List item remains incomplete or outstanding, the District shall be entitled to an abatement of Annual Rental in an amount equal to $2,000 per day.

 

20.Director. The Parties acknowledge that the Director is the exclusive agent for the District to provide written approvals to Landlord as to any Change Order Costs or any other costs that constitute Excess Costs, including the signing of any District’s Acceptance or Excess Cost Approval Notice.  

 

 

 

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List of Schedules:

 

Schedule 1:[Intentionally Deleted]

Schedule 2:Base Building Plans and Requirements

Schedule 3:Exterior Elevation Drawing

Schedule 4:Project Schedule

Schedule 5:PM Services

 

 

 

 

 

 

 

 

 

 

 

[Schedules to follow]

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Schedule 1

 

Intentionally Deleted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[remaining schedules to follow]

 

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Schedule 2

 

Base Building Plans and Requirements

 

The Base Building shall be shall be in compliance with applicable building codes, life-fire safety codes, physical disability codes, and other applicable laws as of the Base Building date of delivery (collectively, “Codes”) to the extent that such compliance is required (or will be required) to comply with Codes in effect (and as enforced) as of the Base Building date of delivery.

 

Requirements:

 

Class A Office Building designed with a minimum LEED Silver Core and Shell designation and an Energy Star maintenance score card of 75. Amenities include:

 

Structure

 

Cast-in-Place Concrete Structure

 

Frame

Poured in place concrete slabs above 1^st level and concrete slabs below grade level, columns, and shear walls from basement garage levels up to the top floor slab. The roof level is the same as the floors below and is supported on concrete columns.

 

Wall System

Shear walls – poured in place concrete. Exterior wall – precast, stone cladding, punch windows, aluminum and glass curtain wall and window wall systems and pre-finished metal panels.

 

Roof

Roof deck –concrete slab; insulation and waterproof membrane with a minimum 15-year warranty.  Roof terrace/deck with a minimum size of 5000 square feet.

 

Column spacing

Typically, 30 feet by 30 feet and 30 feet by 20 feet bays

 

Floor system and loads (live and dead)

Poured in place concrete.

 

The structure is designed for the following loads:

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Building Exterior

 

Skin – type and insulation

The skin of the Building, in general, architectural precast concrete panels, stone cladding, punched windows, aluminum and glass curtain/window wall systems. The building skin will be insulated to meet energy code requirements (and a minimum of 3 ½” of insulation). Exterior walls (including perimeter and interior columns) will have gypsum wallboard on the interior taped and ready for paint.

 

Windows – type, size, and percentage of exterior wall

The total percentage of windows to solid wall shall be minimum of 50% of the overall façade.  The building glazing consists of high-performance insulated glass units and specifications that readily enhance attaining sustainability and LEED Certification requirements.  The product used in meeting these requirements must not adversely affect in building wireless signals.

 

Windowsills shall be at the floor or 30” above the floor and the window head is at 8’-6” typically above the floor.

 

Building Interior

 

Main Building Lobby

The main Building’s lobby shall be approximately 3,000 sf.  Lobby features and finishes shall include the following:

 

Tenant Floors

Building core walls shall be drywall with level 4 ready for paint.  All doors to be hollow metal frames with standard paint finish, prime and two finish coats and solid core doors with quality finish to be selected.

 

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Restrooms

Two (2) sets of fully furnished women’s and men’s restrooms, confirming with current codes per the District’s design and occupancy, will be provided by Landlord in the Base Buildings specifications on each floor of the Building.  

 

Typical Base Building restrooms include the following

 

Window Treatment

Landlord will provide Premises interiors with new 1” slat venetian blinds at all perimeter windows, color to match window frames.  The District may elect to replace such blinds with mecho shade blinds, with the increased cost to be paid by the District from the Tenant Improvement Allowance.

 

Ceiling Height

The finished ceiling height outside the building core areas will be eight feet, six inches (8’-6”) clear minimum. Ground Floor should be 9’-6” clear minimum for archival storage and space/gym.

Base Building Common Areas

The Base Building includes the Building’s fitness center and locker rooms.  The fitness center shall be a minimum of 4,000 sf, shall include locker room and showers, all costs for the space and equipment shall be provided by Landlord.  Landlord shall manage and service the fitness center and locker rooms as a part of its janitorial and property management contract.

 

The Base Building will also include Janitorial Closets, at Landlord’s expense, on each floor, each Janitorial Closet shall be finished and painted.

 

Parking

 

One (1) level of underground parking is provided, with finished elevator lobbies. Elevator design provides access from the garage level to the building’s lobby level, requiring transfer to elevators serving the office levels that enhances office area security.

 

Parking areas to provide for light levels that provide a safe and well-lit atmosphere.  

Security intercoms to be provided in locations readily accessible to users.

Card readers to be located at the elevator lobby doors.

 

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Electrical Capacity

 

The main electrical service entrance is from an underground network vault outside of the building. The main electrical service utilizes two (2) switchboards, 277/480-volt, 3 phase, each rated for 4,000 amps.

 

In the building, the two (2) electrical closets are provided on each tenant floor. The bus riser is a 480 V plug-in type bus duct with a step-down dry type transformer to provide 120/208 V power for tenant power distribution at each floor to accommodate receptacle and miscellaneous power loads. Each closet is equipped with two (2) 400-amp, 277/480-volt, 3 phase, 4-wire high voltage panelboards serving HVAC and lighting loads. Each closet is also equipped with two (2) 225-amp, main breaker, 120/208-volt, 3 phase, 4-wire 84 pole panels, with space provided for additional equipment.

 

Capacity available for Tenant Use:

Lighting:2.0 watt per usable square foot (“SF”)

Power:5.0 watts per usable SF

 

The building shall comply with lighting power densities at or below ASHRAE 90.1-2016.  Daylight dimming controls shall be installed in atriums or within 15 feet of windows and skylights where daylight can contribute to energy savings.  Daylight dimming controls shall be either integral to the fixtures or ceiling mounted.  Lighting controls shall be provided for all lighting equipment.

 

Emergency Power:

A base-building emergency generator will be installed to provide back-up power for all building life safety equipment and alarms as required by code. Emergency power will be distributed vertically to each floor within each base-building core electric closet. High and low voltage junction boxes will be provided on each floor for connection by the District for required egress lighting and life safety devices. The Base Building will have the space available for an additional emergency generator should the District require at a future date.

 

Submetering:

Landlord shall install an electric meter (at Landlord’s cost) and a submeter(s) for the retail tenants on floor to service the leased premises and to measure the consumption of energy (both electricity and natural gas) broken out by each major energy end use by the District and the non-District retail tenants.  Actual or estimated breakdowns may be used, depending on the granularity of the data provided.  Energy end uses shall include, at a minimum, heating, cooling, lighting, fans, pumps, plug loads, domestic hot water and elevators.

 

Communications

 

Telecommunication service will be provided by the telephone company to the main telephone room on the P-1 garage level upon request by the District., Main

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telephone risers and additional distribution are by the District through a system of two (2) banks of six (6) 4” diameter conduits run from the main telephone room at the ground floor to two locations where a like number of sleeves are provided through the floor slabs at all office level floors. The conduits and sleeves accommodate tenant communications risers that connect the telephone backboards on each floor to the main telephone equipment room.

 

Heating, Ventilating and Air-Conditioning (HVAC) System

 

The system(s) serving the Premises will be designed to ASHREA 0.4% design criteria, which equates to cooling design criteria of 94.7 F db / 75.5 F wb and Evaporation Design Criteria of 78.4 F wb:

 

Design Capacity:

People Density:1 person per 143 SF Air Conditioning

Allowance for Power:HVAC capacity will be provided for a combined

sustained power and lighting load of 5 watts per SF.

 

Ventilation:0.15 cfm per SF

 

Solar Load:Design capacity will be calculated assuming light

colored blinds, down and set at 45 degrees.

 

 

System Description:

The base-building HVAC system shall be a central, chilled water system with the chilled water plant located in the penthouse and two (2) chilled water variable-air-volume (VAV) air handling units located on each floor (or similar). Outside ventilation air will be pre-treated as required and provided to each mechanical room from a central riser and fan.  The outdoor air intake rate provided by Landlord will be at least 10% above ASHRAE Standard 62.1 – 2016.

 

All central HVAC units shall be ENERGY STAR certified.  Further, Landlord shall reduce plug loads by specifying equipment and appliances that meet or exceed ENERGY STAR requirements.

 

Base building core-and-shell build-out (at Landlord’s cost) will include medium pressure duct distribution to series fan-powered terminal units. DDC thermostats

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will be coiled and attached to the VAV box for installation by the District. Low pressure duct distribution from the VAV boxes up to and including all air devices shall be installed by the District.

 

VAV zones are designed for a maximum size of 600 SF for the perimeter zones and a maximum size of 1000 SF for the interior zones. Heating for the perimeter spaces will be provided by integral electric resistance heating coils in the series fan-powered terminal units. All terminal units will have ECM motors and electric DDC controls.

The Building will have a BAS/BMS system with an automated Energy Management System (EMS) overlay with a centralized graphic terminal and the ability for trending and diagnostics.  BMS system shall be native BACNet compliant.

 

Winter:Outdoor Design Conditions: 10 deg F DB

Indoor Design Temperature: 70 deg F DB +/- 4 deg F

Indoor Relative Humidity: No humidification provided

 

Summer:Outdoor Design Conditions: 94.7 deg F DB / 76 deg F WB

Indoor Design Temperature: 75 deg F DB +/- 4 deg F

Indoor Relative Humidity: 50% RH +/- 10%

 

The District may elect to contract directly with electric utility and direct pay all power charges.  The District shall receive prior approval of electrical design and coordinate installation with Landlord or Base Building engineer.  The District’s electrical distribution system shall be designed to accommodate a separate tenant meter.

 

Landlord shall perform commissioning of energy systems within the building (including, without limitation, lighting, HVAC, electrical plumbing pumps, emergency power gensets, plumbing hot water and plug loads) to ensure design optimizes performance and systems are constructed and function per efficient design.  A retro-commission study of base building systems that consume energy or water shall be conducted by Landlord, at cost, every 5 years.

 

PLUMBING

 

Wetstacks

Sanitary, vent and domestic cold water and condensate drain piping will be provided in (4) wetstacks per floor for tenant plumbing connections that are in addition to the Landlord provided restrooms and plumbing fixtures.

 

Restrooms

The building has 16 core restrooms, with one men’s and one women’s multi-occupancy restroom on each floor. Each core available to the District has from 4 to 7 water closets / urinals and 4 sinks per bathroom.  Eight (8) showers and two additional bathrooms are located in the building’s fitness center. Typically, each will have floor drains.

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Landlord to provide one gender neutral bathroom on each floor.

 

Janitor Closets

Janitor Closets shall meet all local codes and ordinances. Janitor closets will have utility sink/basin and appropriate containment/disposal for chemical wastes.

 

Drinking Fountains

Minimum 2 bowls per floor. Compliant with ADA accessibility requirements. Refer to referenced floor plans for locations.

 

Life Safety Systems

 

Fire Alarm:

The building will be equipped with a high rise compliant, addressable fire alarm system compliant with all local codes.  Capacity will be available at each floor for tenant area audible and visual alarm devices.

 

Sprinkler System:

The sprinkler system will be installed in accordance with NFPA 13. A grid consisting of a main loop, branch piping and up-right, extended coverage sprinkler heads will be provided by the base-building contract. The grid will be permitted to be spaced at a maximum coverage area of 400 SF per head but the loop, branch piping and drop connections will be designed and installed to support a sprinkler head density of 135 SF per head under tenant fit-out. Sprinkler head replacement/additions and drop/swing piping required by the tenant fit-out will be provided by the District.

 

Data/Telecommunications:

Data and telecommunications services from local providers will have access to the utility service rooms. Base-building telephone closet located in the core will be provided with riser sleeves and plywood backboards to provide a path for the District to the main base building telephone room.

 

Landlord to provide a dedicated and secured room with plywood termination field for the telecommunications demarcation point per ANSI/TIA requirements.

 

Vertical Transportation

 

Main elevator lobby - three (3) 4,000-pound elevators, and one (1) 4,000 pound service/passenger elevator, serving all levels (maximize wait time 20 seconds and use of Destination Dispatch Controls).  Elevator Speed will be 350 feet per minute (FPM) and designed as MRL (Machine Room Less). Main passenger elevator finishes will match main entrance lobby finish materials.

 

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Parking elevator lobby – two (2) 3,500-pound elevator(s) serving levels P1, each 200 feet FPM. Main passenger elevator finishes will match main entrance lobby finish materials.

 

All fire stairs to allow for use as communicating stairs.  Any additional or enhanced lighting and carpeting will be done by the District at the District’s cost.  

 

Base Building shall include a Monumental stair between ground floor and floor 2.

 

Monumental stairs between floors two (2) and five (5) shall be at the District’s cost.  Landlord shall prepare the Base Building slabs, at Landlord’s cost, to accommodate the District’s stairs.

 

 

 

 

 

 

 

[remaining schedules to follow]

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Schedule 3

 

Exterior Elevation Drawing

 

 

 

Note: Landlord shall reduce the depth of the pre-cast façade panels shown above.

 

 

 

 

 

 

 

 

 

 

 

[remaining schedule to follow]

 

 

 

 

 

 

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Schedule 4

 

Project Schedule

 

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Schedule 5

 

PM Services

 

 

Landlord shall engage the District PM to provide project management services (“PM Services”) to and for the District in connection with the performance and completion of the Tenant Improvements work pursuant and subject to the Work Exhibit.  The contract between Landlord and the District PM shall include the following provisions:

 

Scope of Work

 

 

 

 

 

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[remaining Exhibits to follow]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit D

 

Form of Declaration of Delivery

 

 

DECLARATION OF DELIVERY OF PREMISES

This Declaration of Delivery of Premises (this “Declaration”) is: (i) attached to and made a part of that certain In-Lease Agreement with a Lease Commencement Date (as defined therein) of __________  ___, 2020 (the “Lease”); (ii) made effective as of __________  ___, 202__ (the “Declaration Effective Date”); and (iii) entered into by and between Cedar-Senator Square, LLC, a Delaware limited liability company (“Landlord”), and the District of Columbia, a municipal corporation, acting by and through its Department of General Services (the “District”).

Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Lease.  Landlord and the District do hereby agree and confirm that:

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Landlord hereby represents and warrants to the District that Landlord has obtained and delivered to the District any and all [permanent certificates of occupancy] [or] [temporary certificates of occupancy as set forth above] for the Premises permitting the District to occupy the Premises during the Lease Term.

 

 

 

 

 

 

 

 

 

 

[TWO SIGNATURE PAGES AND SCHEDULES to FOLLOW]

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IN WITNESS WHEREOF, Landlord and the District have caused their respective duly authorized representative to execute and deliver this Declaration to be effective as of the Declaration Effective Date.

 

 

LANDLORD:

 

_______________________,

a(n) _______________ __________________

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

[DISTRICT’S SIGNATURE PAGE and Schedules to FOLLOW]

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District:

 

DISTRICT OF COLUMBIA,

a municipal corporation, acting by and though its Department of General Services

 

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

 

Approved as to Legal Sufficiency for the District of Columbia by:

The Office of the General Counsel for the Department of General Services

 

By:______________________________

       [Senior/Assistant] General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

[Schedules to Follow]

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Schedule 1

(To Declaration of Delivery)

 

Rent Schedule of Net Rental

 

[Attach]

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Schedule 2

(To Declaration of Delivery)

 

Punch List Items

 

[Attach, if any (separately paginated); or, state “N/A”]

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Schedule 3

(To Declaration of Delivery)

 

Legal Description of Land

 

[Attach]

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Exhibit E

 

Rent Schedule of Net Rental

 

 

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Exhibit F

 

Form of SNDA

 

Subordination, Non-Disturbance and

Attornment Agreement

 

THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made and entered into as of _________________, ___, 20__ (the “Effective Date”), by and between ______________________, a(n) _______________  ______________ (“Landlord”), _________________________, a(n) ___________________  __________________, which has executed this Agreement as Landlord’s lender (together with its successors and assigns, “Lender”), and the District of Columbia, a municipal corporation, acting by and through its Department of General Services (the “District”).  Landlord, Lender and the District are each referred to herein as a “Party” and collectively as the “Parties”.

 

W I T N E S S E T H:

 

WHEREAS, Lender intends to fund a commercial mortgage loan (the “Loan”) to Landlord, which loan will be secured by either a mortgage or a deed of trust, among other instruments (each and collectively, the “Mortgage”) on the Property described on “Schedule 1”, together with present or future improvements (the “Property”);

 

WHEREAS, Landlord has demised to the District a leasehold interest under that certain In-Lease Agreement, by and between ______________ and the District, with a Lease Commencement Date (as defined therein) of ________________ (together with all amendments, options, extensions, and renewals thereof, being hereinafter the “Lease” ”; any capitalized term used but not defined herein shall have the meaning given to such term in the Lease);

 

WHEREAS, as a condition of the Loan’s funding, Landlord has assigned or will assign its interest in the Lease to Lender as part of Lender’s security for the Loan; and

 

WHEREAS, the District agrees to enter into this Agreement in order to benefit from the promises by Lender that are set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1.Subordination.  In accordance with Section 19 of the Lease, the District acknowledges that the Lease is subordinate to the lien of the Mortgage on the Property. Lender hereby acknowledges and agrees that such subordination shall not operate in any way whatsoever to adversely affect any right of the District under the Lease.

 

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2.Attornment.  If Lender forecloses the Mortgage or acquires title to the Property by deed-in-lieu of foreclosure, or in any other manner succeeds to the interest of Landlord under the Lease, or if Lender shall otherwise take possession of the Property, then upon receipt of written notice from Lender, the District shall attorn to Lender as its landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining (and of any extensions thereof that may be effected in accordance with any option therefor), as set forth in the Lease, with the same force and effect as if Lender were Landlord under the Lease.  Such attornment shall be effective and self-operative immediately upon receipt of written notice from Lender that Lender has succeeded to the interest of Landlord, whereupon the District shall recognize Lender, or any person claiming by through or under Lender, as the landlord under the Lease without the execution of any further instruments on the part of any of the Parties.  Provided no default by the District has occurred and is continuing, which default under the terms of the Lease would give Landlord (or Lender as successor in interest to Landlord) the right to terminate the Lease, the Lease shall at all times continue in full force and effect, and the respective rights and obligations of the District and Lender upon such attornment shall be governed by the Lease.  If Lender requests, the District agrees to execute, acknowledge, and deliver to Lender any certificate or other instrument that Lender reasonably requests (in the District’s determination) to confirm such attornment at no cost or expense to the District.  If the District requests, Lender covenants and agrees to execute a novation agreement in the form reasonably acceptable to the District that requests that the District recognize a name change or a successor in interest to the Lease.  In connection with any attornment pertaining to an asset transfer, at the District’s request, Lender shall deliver to the District, as applicable, each of the following:

 

a.A document describing the proposed transaction giving rise to such transfer;  

 

b.the effective date of the transfer;

 

c.an authenticated copy of the instrument effecting the transfer (including without limitation a bill of sale, certificate of merger, contract, deed, or court decree);

 

d.an authenticated copy of the transferee’s certificate and articles of incorporation if an entity was formed to receive the transferor’s assets (however, if the entity was formed for a purpose other than to receive the transferor’s assets, include a statement to that effect); and

 

e.a certified copy of applicable entity authorizing resolutions (for both the transferee and the transferor) authorizing such transfer of assets.

 

3.Non-Disturbance.  So long as no default by the District has occurred and is continuing, which default under the terms of the Lease would give Landlord (or Lender as successor in interest to Landlord) the right to terminate the Lease, Lender shall not disturb the District’s quiet enjoyment, possession or use of the Premises and the Property, as applicable under the Lease.

 

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4.Advanced payments.  No prepayment of rent or additional rent due under the Lease of more than one month in advance shall be made by the District.

 

5.Modification; Waiver; Successors and Assigns.  No provision of this Agreement may be modified, waived or terminated except in accordance with a written instrument executed by the party against whom enforcement of such modification, waiver, or termination is sought.  This Agreement shall be binding upon, and shall inure to the benefit of, the Parties’ respective successors and permitted assigns.

 

6.Recordation.  This Agreement may be recorded by any Party, at its respective sole cost and expense, in the Land Records of the District of Columbia.

 

7.Counterparts.  This Agreement may be executed in several counterparts each of which shall constitute an original, but both of which together shall constitute one and the same instrument.  Execution and delivery of this Agreement by facsimile or electronic signature (including without limitation by an e-mailed PDF document) shall be sufficient for all purposes, and shall be binding on the Parties hereto.

 

8.Binding; Choice of Law.  This Agreement shall be (a) binding upon and inure to the benefit of the Parties hereto and their respective representatives, transferees, successors and permitted assigns, and (b) governed by, and construed in accordance with, the laws of the District of Columbia, without regard to conflicts of law provisions.

 

9.Severability.  Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.  If any provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed to be replaced by the valid and enforceable provision most substantively similar to such invalid or unenforceable provision, and the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby.  

 

10.No Partnership; No Third Party Beneficiaries.  Nothing contained in this Agreement shall be deemed or construed to create a partnership or joint venture of, between, or amongst the Parties, or to create any other relationship between the Parties hereto other than those contemplated herein.  Nothing contained in this Agreement shall be deemed or construed to create any third party beneficiaries.  The only entities that the Parties intend to be benefitted by this Agreement are the Parties, and their respective successors and permitted assigns.

 

11.Authority of Landlord.  By executing this Agreement, Landlord represents to the District that: (i) it is authorized to enter into, execute and deliver this Agreement and perform its obligations hereunder; (ii) this Agreement is effective and enforceable against Landlord in accordance with its terms; (iii) the person signing on behalf of Landlord is duly authorized to execute this Agreement; (iv) no other signatures or approvals are necessary in order to make all of the representations of Landlord contained in this Section true and correct in all material respects; (v) Landlord is in good standing in the District of Columbia and shall remain so for the term of the Lease; and (vi) Landlord is in compliance with all

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District of Columbia laws and regulations applicable to Landlord and shall remain so for the term of the Lease.

 

12.Authority of Lender.  By executing this Agreement, Lender represents to the District that: (i) it is authorized to enter into, execute and deliver this Agreement and perform its obligations hereunder; (ii) this Agreement is effective and enforceable against Lender in accordance with its terms; (iii) the person signing on behalf of Lender is duly authorized to execute this Agreement; (iv) no other signatures or approvals are necessary in order to make all of the representations of Lender contained in this Section true and correct in all material respects; (v) Lender is in good standing in the District of Columbia and shall remain so for the duration of this Agreement; and (vi) Lender is in compliance with all District of Columbia laws and regulations applicable to Lender.

 

13.Anti-Deficiency Limitations.  

 

(a)Whether expressly or impliedly qualified or limited in any Section of the Lease, the obligations of the District to fulfill any financial obligation pursuant to the Lease or any subsequent agreement entered into pursuant to the Lease to which the District is a party (an “Other Agreement”; and together with the Lease, any “Applicable Agreement”), or referenced in any Applicable Agreement, are and shall remain subject to the provisions of (a) the federal Anti-Deficiency Act, 31 U.S.C. §§ 1341-1351 and 1511-1519 (2004), and D.C. Official Code §§ 1-206.03(e) and 47-105 (2012 Repl.); (b) the District of Columbia Anti-Deficiency Act, D.C. Official Code §§ 47-355.01 et seq. (2012 Repl. and 2014 Supp.) ((a) and (b) collectively, the “Anti-Deficiency Acts”); and (c) § 446 of the District of Columbia Home Rule Act, D.C. Official Code § 1-204.46 (2012 Repl.), as each may be amended from time to time and each to the extent applicable to any Applicable Agreement.  Pursuant to the Anti-Deficiency Acts, nothing in the Lease shall create an obligation of the District in anticipation of an appropriation by the United States Congress (“Congress”) for such purpose, and the District’s legal liability for the payment of any financial obligation, including but not limited to any Annual Rental or Additional Rent, under any Applicable Agreement shall not arise or obtain in advance of the lawful availability of appropriated funds for the applicable fiscal year as approved by Congress and the District of Columbia (references in this Section to “District of Columbia” shall mean the District of Columbia as a sovereign entity, and not as a tenant under the Lease).  During the term of the Lease, the District of Columbia agency authorized and delegated by the Mayor of the District of Columbia to administer the Lease shall, for each corresponding District of Columbia fiscal period, include in the then-current services funding level package a request sufficient to fund the District’s known financial obligations under the Lease for such fiscal period.  Landlord confirms that it has read and familiarized itself with the Anti-Deficiency Acts and has full knowledge of such laws and the impact on the District’s financial obligations hereunder.

 

(b)If no appropriation is made by the District of Columbia or Congress to pay any financial obligation, including, but not limited to any Annual Rental or Additional Rent, under any Applicable Agreement for any period after the District of Columbia fiscal year for which appropriations have been made, and in the event appropriated funds for such purposes are not otherwise lawfully available, the District shall not be liable to make any

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payment under such Applicable Agreement upon the expiration of any then-existing appropriation. 

            

(c)Notwithstanding the foregoing, no officer, employee, director, member or other natural person or agent of the District or the District of Columbia shall have any personal liability in connection with a breach of the provisions of this Section or in the event of a default by the District under any Applicable Agreement.

 

(d)No Applicable Agreement shall constitute an indebtedness of the District of Columbia nor shall it constitute an obligation for which the District of Columbia is obligated to levy or pledge any form of taxation or for which the District of Columbia has levied or pledged any form of taxation.  No agent, employee, contractor or officer of the District is authorized to obligate or expend any amount under any Applicable Agreement unless such amount has been appropriated by Act of Congress and is lawfully available.

 

 

 

 

 

 

 

 

 

 

[THREE SIGNATURE PAGES and schedule to FOLLOW]

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IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has caused this instrument to be executed and delivered on its behalf as of the date written below to be effective as of the Effective Date.  

 

LENDER:

 

______________________, a(n) ______________  _____________

 

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

STATE OF ______________)

) ss

COUNTY OF ____________)

 

On the ____ day of _______________, 20___, before me, a notary public in and for the State and County aforesaid, personally appeared ____________________________, who acknowledged himself/herself to be the ____________________________ of ______________________, a(n) ______________  _____________, being authorized to do, executed the foregoing instrument for the purposes therein in the name and on behalf of ______________________, a(n) ______________  _____________.

 

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

 

____________________________________

Notary Public

My Commission Expires: ______________

 

 

 

 

[Two SIGNATURE PAGES and schedule to FOLLOW]

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IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has caused this instrument to be executed and delivered on its behalf as of the date written below to be effective as of the Effective Date.

 

 

LANDLORD:

 

________________________, a(n) _________________  _______________

 

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

STATE OF ______________)

) ss

COUNTY OF ____________)

 

On the ____ day of _______________, 20___, before me, a notary public in and for the State and County aforesaid, personally appeared ____________________________, who acknowledged himself/herself to be the _____________________________ of ________________________, a(n) _________________  _______________, being authorized to do, executed the foregoing instrument for the purposes therein in the name and on behalf of ________________________, a(n) _________________  _______________.

 

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

 

____________________________________

Notary Public

My Commission Expires: ______________

 

 

 

[Last SIGNATURE PAGES and schedule to FOLLOW]

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IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has caused this instrument to be executed and delivered on its behalf as of the date written below to be effective as of the Effective Date.  

 

 

District:

 

DISTRICT OF COLUMBIA, a municipal corporation, acting by and through its Department of General Services

 

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

 

District of Columbia) ss

 

On the ____ day of _______________, 20___, before me, a notary public in and for the District of Columbia, personally appeared _______________________________, who acknowledged himself/herself to be the _____________________________ of the District of Columbia Department of General Services, and that he/she as such officer, being authorized to do, executed the foregoing instrument for the purposes therein contained by signing the name of the authorized agent of the District of Columbia by himself/herself as such _______________________________.

 

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

 

__________________________

Notary Public

My Commission Expires:________

 

 

 

Approved as to legal sufficiency for the District of Columbia by:

The Office of the General Counsel for the Department of General Services

 

By:______________________________

       [Senior / Assistant] General Counsel

 

[schedule to FOLLOW]

 

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Schedule 1

(To SNDA)

 

Legal Description of Property

 

[Attach – please provide certified legal description used for contemplated loan documents]

 

 

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Exhibit G

 

Form of Tenant Estoppel Certificate

 

Tenant Estoppel Certificate

 

 

_________________________

_________________________

_________________________

 

 

 

Ladies and Gentlemen:

 

Landlord has requested that the District execute an estoppel certificate (“Estoppel Certificate”) pursuant to Section 20 of that certain In-Lease Agreement, by and between Landlord and the District, with a Lease Commencement Date of _________________ [, as amended by that certain ______________] ([collectively, ]the “Lease”).  As the [Director] of the District of Columbia Department of General Services, I am the authorized representative of the District under the Lease, and hereby certify to Landlord the following as of the date of this Estoppel Certificate, pursuant to the Lease:

 

1.The Lease [(including the amendment(s) thereto)] attached to this Estoppel Certificate as “Schedule 1” is accurate and complete;  

 

2.The Lease is unmodified and in full effect;  

 

3.No Annual Rental or other charges have been paid by the District in advance;

 

4.To the District’s actual knowledge, the District has no claims or demands against Landlord; and

 

5.To the District’s actual knowledge, there is no uncured District Default.

 

The statements contained herein are based solely upon a reasonably diligent review of the District’s Lease file as of the date of the issuance of this Estoppel Certificate.  

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Landlord and any prospective purchaser(s) or lender(s) are deemed to have constructive notice of such facts as would be reasonably ascertainable by an inspection of the Premises or by reasonable inquiry to appropriate officials of the District of Columbia.  This Estoppel Certificate shall not be deemed to be a representation or warranty by the District that the Premises comply with any Laws or of the condition of, or the absence of, any defects in the Premises (or any portion thereof).

 

I hereby certify that I am authorized to execute and deliver the Estoppel Certificate on behalf of the District.  

 

 

 

 

 

 

 

 

 

 

[Signature Page and schedule to Follow]

 

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IN WITNESS WHEREOF, the undersigned has caused this certificate to be executed this ____ day of _____________, 20___.

 

 

DISTRICT OF COLUMBIA, a municipal corporation, acting by and through its Department of General Services

 

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

Approved as to Legal Sufficiency for the District of Columbia by:

The Office of the General Counsel for the Department of General Services

 

By: _______________________________

         [Senior / Assistant] General Counsel

 

 

 

 

 

 

 

 

[Schedule to Follow]

 

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Schedule 1

(To Tenant Estoppel)

 

Lease [, as Amended]

 

[To follow (separately paginated)]

 

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Exhibit H

 

Form of Declaration of Final Accounting

 

DECLARATION OF Final Accounting

This Declaration of Final Accounting (this “Declaration”) is: (i) attached to and made a part of that certain In-Lease Agreement with a Lease Commencement Date (as defined therein) of __________ ___, 20__ (the “Lease”); (ii) made effective as of __________  ___, 20__ (the “Declaration Effective Date”); and (iii) entered into by and between _______________________, a(n) __________________  __________________ (“Landlord”), and the District of Columbia, a municipal corporation, acting by and through its Department of General Services (the “District”).

Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Lease.  Landlord and the District do hereby agree and confirm that:

[SELECT FROM FOLLOWING AS APPLICABLE:]

 

 

 

 

[TWO SIGNATURE PAGES AND SCHEDULES to FOLLOW]

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IN WITNESS WHEREOF, Landlord and the District have caused their respective duly authorized representative to execute and deliver this Declaration to be effective as of the Declaration Effective Date.

 

 

LANDLORD:

 

_______________________,

a(n) _______________ __________________

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

 

 

 

 

 

 

 

 

 

 

[DISTRICT’S SIGNATURE PAGE and Schedules to FOLLOW]

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District:

 

DISTRICT OF COLUMBIA,

a municipal corporation, acting by and though its Department of General Services

 

 

By:_____________________________

Name:_____________________________

Title:_____________________________

 

 

 

 

Approved as to Legal Sufficiency for the District of Columbia by:

The Office of the General Counsel for the Department of General Services

 

By:______________________________

       [Senior/Assistant] General Counsel

 

 

 

 

 

 

 

 

 

 

 

 

[Schedules to Follow]

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Schedule 1

(To Declaration of Final Accounting)

 

Final Accounting

 

[Attach]

 

 

 

 

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Exhibit I

 

Janitorial Specifications

 

Landlord shall, at a minimum, perform the following cleaning tasks daily:

 

 

 

 

 

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Landlord shall comply with any special cleaning requirements for designated areas of the Premises requested by the District and agreed to by Landlord.

 

Landlord shall provide the following related services on an as-needed basis:

 

 

Landlord shall provide the following related services on a quarterly basis:

 

 

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Landlord shall provide the following related services on a semi-annual basis:

 

 

 

 

Landlord shall provide the following related services on an annual basis:

 

 

 

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Exhibit J

 

Depiction of Additional Parking Areas

 

 

 

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[continued]

 

 

 

 

 

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Exhibit K

 

Development Area

 

 

 

 

 

 

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Exhibit L

 

Form of Sublease Recognition Agreement

SUblease Recognition Agreement

 

THIS Sublease Recognition AGREEMENT (this “Agreement”) made as of ______________, 20__ among CELIA PROPERTIES LIMITED PARTNERSHIP, a District of Columbia limited partnership, having an office at c/o Delbe Management Co., 5309 N. 8th Road, Arlington, Virginia 22205 (“Fee Owner”), CEDAR-SENATOR SQUARE, LLC, a Delaware limited liability company, having an address at 44 S. Bayles Avenue, Suite 304, Port Washington, New York 11050 (“Landlord”), and the District of Columbia, acting by and through its Department of General Services, having an office at 2000 14^th Street NW, Washington, DC 20009 (“Tenant” or the “District”).

W I T N E S S E T H:

WHEREAS, Fee Owner, as landlord, and Landlord, as tenant, have entered into that certain Ground Lease dated as of August __, 2018 (as amended from time to time, the “Ground Lease”), which Ground Lease premises located at 3900-3962 Minnesota Avenue, N.E., Washington, DC 20019, described on “Schedule 1”, attached hereto and made a part hereof (the “Property”) and the improvements located thereon (the “Improvements”); and

WHEREAS, Landlord, as landlord, and Tenant, as tenant, have entered into that certain In-Lease Agreement dated ______________, 20__ (as amended, extended and renewed from time to time, the “Lease”) covering certain premises in the Improvements (the “Premises”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Subordination.  Subject to the terms and conditions of this Agreement, the Lease and the Tenant's rights thereunder shall be subject and subordinate to the Ground Lease.  

2.Non-Disturbance.  So long as Tenant is not in default under any of the terms, covenants or conditions of the Lease (after notice, if any, required by the Lease, and the expiration of any applicable cure period) which default has continued to exist for such period of time (after notice, if any, required by the Lease, and the expiration of any applicable cure period) as would entitle Landlord to terminate the Lease or would cause, without any further action of Landlord, the termination of the Lease or would entitle Landlord to dispossess Tenant thereunder, (i) all of Landlord’s interests as landlord under the Lease shall be deemed automatically assigned, transferred, and conveyed to Fee Owner, and the Lease and all terms therein and rights of Tenant thereunder shall continue in full force and effect as a direct lease between Fee Owner and Tenant and shall not be altered, terminated, disaffirmed or disturbed (ii) the Fee Owner (or its successor) will not name or join Tenant as a party defendant or otherwise in any suit, action or proceeding, nor terminate the Lease and, Fee Owner agrees for itself and its successors in interest that

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Tenant's possession of the Leased Premises as described in the Lease and Tenant's other rights under the Lease will not be disturbed during the term of the Lease, including any extensions thereof exercised pursuant to the terms of the Lease (iii) Fee Owner (or its successor) will recognize and abide by the provisions of the Lease and Tenant's rights thereunder, notwithstanding any other provisions in the Ground Lease, and (iv) any action by Fee Owner to enforce the Ground Lease by reason of a default thereunder will not terminate the Lease or invalidate or constitute a breach of any of the terms thereof.

3.Attornment.  Subject to (i) Fee Owner’s (or its successor’s) full compliance with the conditions relating to non-disturbance as set forth in paragraph 2 above and (ii) the performance by Fee Owner (or its successor) of all obligations of the landlord under the Lease with respect to obligations arising and accruing from and after the date that either the Fee Owner succeeds to the interest of Landlord as landlord under the Lease or the Ground Lease is terminated (collectively, the “Ground Lease Termination”),  Tenant agrees to attorn to, accept and recognize Fee Owner (or its successor) as the landlord under the Lease for the then-remaining balance of the term of the Lease, and any extensions thereof as made pursuant to the Lease. Such attornment shall become effective and self-operative immediately upon Ground Lease Termination, and shall not require the execution of any additional instruments by the parties to this Agreement.  Notwithstanding the foregoing, Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Fee Owner (or its successor), any reasonable instrument which may be necessary or appropriate to evidence such attornment.  It is agreed, however, that Fee Owner (or its successor) shall not in any way or to any extent be liable to Tenant (or any party claiming by, through or under Tenant) for, or as the case may be, bound by:

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4.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia.  Neither this Agreement nor any provision hereof shall be construed against the party causing this Agreement or such provision to be drafted.

5.No Amendment.  This Agreement shall not be amended, modified or terminated nor may any of its provisions be waived, except by a writing signed by the party against whom such amendment, modification, termination or waiver is sought to be enforced.

6.Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.Entire Agreement.  This Agreement constitutes the entire agreement between Fee Owner, Landlord and Tenant regarding the subordination of the Lease to the

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Ground Lease and the rights and obligations of Fee Owner, Landlord and Tenant as to the matters of non-disturbance and attornment under this Agreement.  If this Agreement conflicts with the Ground Lease or the Lease, then this Agreement shall govern as between the parties and any successor Fee Owner, including upon any attornment pursuant to this Agreement.

8.Waiver of Jury Trial.  TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.

9.Recordation.  Any party to this Agreement may, at its cost, record this Agreement.  The other parties shall reasonably cooperate with the recording party in connection therewith.

10.Anti-Deficiency Limitations.  

 

 

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IN WITNESS WHEREOF, the parties have executed this Agreement under seal as of the date first above written.

 

 

 

 

 

Approved as to legal sufficiency for the District of Columbia by:

The Office of the General Counsel for the Department of General Services

 

By: ______________________________

       (Senior / Assistant) General Counsel

 

 

[INSERT APPROPRIATE NOTARY BLOCKS]

 

 

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Schedule 1

(To Sublease Recognition Agreement)

 

Legal Description of Property

 

[Attach – please provide certified legal description used in Ground Lease]

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Exhibit 31.1

CERTIFICATION

I, Bruce J. Schanzer, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cedar Realty Trust, Inc. (the “Company” or “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Exhibit 31.2

CERTIFICATION

I, Philip R. Mays, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Cedar Realty Trust, Inc. (the “Company” or “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))  for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

 

Exhibit 32.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Bruce J. Schanzer, Chief Executive Officer of Cedar Realty Trust, Inc. (the “Company”), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, do hereby certify, to the best of my knowledge, as follows:

1.The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, I have executed this Certification this 29^th day of October, 2020.

 

 

Exhibit 32.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Philip R. Mays, Chief Financial Officer of Cedar Realty Trust, Inc. (the “Company”), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, do hereby certify, to the best of my knowledge, as follows:

1.The Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2020, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, I have executed this Certification this 29^th day of October, 2020