.
.
.
Exhibit 10.2

LEASE SUMMARY
- -------------------------------------------------------------------------------

BUILDINGS 601 & 701 South 12th Street
- --------- Arlington, Virginia 22202-4202

LANDLORD MCI Worldcom Network Services, Inc.
- --------

TENANT United States of America
- ------ 540,707 BOMA rentable square feet
OFFICE PREMISES 491,607 BOMA usable square feet
- --------------- (The United States of America
leases space based on the BOMA
usable method of measurement. Rider
#1 states the final rent shall be
based on an actual measurement of
the Premises in accordance with GSA
Form 3517.)

GARAGE PREMISES Entire two level garage containing
- --------------- 1,079 parking spaces

LEASE TERM Ten (10) years from the date of
- ---------- full lease commencement

PARTIAL LEASE The lease commences on the date
- ------------- Tenant accepts space in Phase I.
COMMENCEMENT However, the ten (10) year term
- ------------ does not begin until Phase II &
Phase III have been accepted by
Tenant

FULL LEASE The date that is the weighted
- ---------- composite of all incremental
COMMENCEMENT dates of Phase II and Phase III
- ------------ acceptance by the Tenant.

ANNUAL BASE RENT Office Premises - $17,083,343.25
- ---------------- annually, paid monthly in arrears
Garage premises -$1,230,060.00
annually, paid monthly in arrears

RENTAL ABATEMENT Rent shall be abated for 10
- ---------------- business days for Phases I, II &
III after acceptance by the Tenant.
Additionally, rent for Phase I
shall be reduced to $20.00 per BOMA
usable square foot prior to the
Lease Commencement (Phase I space
shall be accepted in increments of
50,000 square feet up to a total of
150,000 square feet

GARAGE RENT Rent shall commence on portions of
- ----------- the garage on a prorated basis
COMMENCEMENT based on the percentage of office
- ------------ space accepted by Tenant

TENANT IMPROVEMENTS Landlord must provide
- ------------------- $19,664,280.00 for Tenant's
improvements in the Premises. This
total is subject to revision based
on the actual square footage
measurement in accordance with
GSA Form 3517, contained in the
General Clauses of
SFO # DTSA20-03-R-00528

BASE RENT INCREASES None; see increases in operating
- ------------------- expenses and real estate taxes

BASE YEAR OPERATING Landlord shall, at its cost,
- ------------------- provide all supplies, services and
EXPENSES utilities to operate the building
- -------- pursuant to the Lease.
Landlord and Tenant have agreed on
a Base Year Operating Expense Base
of $2,670,408.00

BASE YEAR REAL ESTATE Landlord is responsible for the
- --------------------- annual payment of agreed upon Base
Year Real Estate Taxes in the
amount of $722,957.00

INCREASES IN OPERATING Tenant shall pay Landlord,
- ---------------------- annually, a CPI increase
above the agreed upon Base Year
Operating Expense Base

INCREASES IN REAL Tenant shall pay Landlord,
- ----------------- annually, an increase above the
ESTATE TAXES agreed upon Base Year Real Estate
- ------------ Taxes

CONSTRUCTION Landlord shall limit construction
- ------------ fees for initial improvements and
MARK-UPS change orders to:
- -------- General Conditions 8%
Overhead & Profit 4%
Landlord's Oversight Fee 3%

SECURITY DEPOSITS Tenant - None Required
- -----------------

- -------------------------------------------------------------------------------
STANDARD FORM 2
FEBRUARY 1965 EDITION
GENERAL SERVICES ADMINISTRATION U.S. GOVERNMENT
(FPR 41 CFR) 1D 16.601 LEASE FOR REAL PROPERTY
- --------------------------------------------------------------------------------
DATE OF LEASE: 12/17/02 LEASE # DTSA20-03-R-00528
- --------------------------------------------------------------------------------

THIS LEASE, made and entered into this date between
MCI Worldcom Network Services, Inc. ("WORLDCOM, INC." or "WORLDCOM")
Whose address is: c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, D.C. 20006

and whose interest in the property hereinafter described is that of OWNER,
hereinafter called the LESSOR, and the UNITED STATES OF AMERICA, hereinafter
called the Government.

*****

WITNESSETH: The parties hereto for the considerations hereinafter mentioned,
covenant and agree as follows:

1. The Lessor hereby leases to the Government the following described
premises:

A total of 540,707 BOMA rentable square feet (BRSF) equivalent to
491,607 BOMA Office Usable Square Feet (BUSF) of office and related space in
601/701 South 12th Street, Arlington, VA 22202-4202. The leased area is located
in the East and West Towers on 12 above grade full-floor stories, (see Attached
Floor Plans).

to be used for SUCH PURPOSES AS DETERMINED BY THE GOVERNMENT The
Government will also lease the parking garage in its entirety which amounts to
1079 structured parking spaces located on two parking levels

*****

2. TO HAVE AND TO HOLD the said premises with their appurtenances for the
TEN YEAR FIRM term beginning on SEE RIDER #1 and ending on SEE RIDER #1.

*****

3. The Government shall pay the Lessor annual rent of $SEE RIDER #1 at the
rate $SEE RIDER #1 per MONTH In arrears Rent for a lesser period shall be
prorated. Operating costs are subject to annual adjustments in accordance with
Paragraph 3.4 of the SFO. Rent payment shall be made payable to:
*****

4. [Deleted]

5. [Deleted]

6. The Lessor shall furnish to the Government as part of the rental
consideration, the following:

A. All services, utilities, alterations, repairs, maintenance and
utilities and other rights and privileges as defined by this lease.
- --------------------------------------------------------------------------------

-----------------------------------------------------------------------------
B. The annual rent set forth in paragraph 3 of this SF2 is
inclusive of the Lessor providing the Building Shell requirements, Fire
and Life Safety Requirements and handicapped accessibility requirements
specified In the SFO. The Lessor shall comply with all findings and
recommendations under the Fire and Life Safety report (Attachment 2)
within 60 days of lease execution.

C. The annual rent for Phase II and Phase Ill includes a tenant
improvement (TI) allowance in the amount of $40.00/BUSF. The TI
allowance shall be available in full immediately upon execution of this
Lease, but shall be held by the Lessor until directed by the Government
on how the disbursement of funds shall occur. The Government shall
direct the disbursement of funds in any manner associated with any
Government-expense connected with this Lease, including but not limited
to the funding of tenant improvements; additional Lessor-provided
services; services provided by third-party consultants or technical
advisors; and/or to offset the Government's rental obligation to the
Lessor.

D. In accordance with Paragraph 3.2 (Tax Adjustment) of the SFO,
the percentage of Government occupancy Is to be established at time of
acceptance of space. The percentage of occupancy is subject to revision
based on the actual measurement of the Government occupied space in
accordance with GSA Form 3517, GENERAL CLAUSES.

E. Upon acceptance of space, base year taxes will he established in
accordance with SFO 3.2.

F. Pursuant to Paragraph 3.5 of the SFO "Operating Costs Base", the
Operating Cost Base for the purpose of calculating operating cost
adjustments shall be $5.42 per BUSF.

G. Pursuant to Paragraph 7.3 of the SFO "Overtime Usage", the rate
for overtime HVAC service shall be mutually agreed to by the Lessor and
the Government. The agreed to overtime rate will be reflected In a
supplemental Lease Agreement.

G. In the case of conflict between this Standard Form 2 (SF2) and
its Rider and the remainder of the Lease, the terms specified In this
SF2 and its Rider shall govern.

7. The following are attached and made a part hereof:
TAB 1 - Rider #1 1, 2 Pages, Exhibit A, Security 3 Pages,
Exhibit B, Furniture, 2 Pages
TAB 2 - Floor plans - 3 Disks
TAB 3 - SFO Revision 1, 51 Pages
TAB 4 - GSA Form 1217, "Lessor's Annual Cost Statement" - 3
Pages
TAB 5 - SA Form 3517, General Clauses, 27 Pages, TSA Provisions
5 Pages
TAB 6 - GSA Form 3518, Representations and Certifications, 4
Pages
TAB 7 - Rate Structure, 1 Page TAB 8 - Fire Protection and Life
Safety Evaluation - 22 Pages

8. The following changes were made in this lease prior to its execution:

PARAGRAPH #4 AND #5 OF THIS STANDARD FORM 2 HAVE BEEN DELETED IN THEIR ENTIRETY.

IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as
of the date first above written.

- --------------------------------------------------------------------------------
LESSOR: WORLDCOM, INC.

BY
------------------------ ------------------------
Title
IN PRESENCE OF

------------------------ ------------------------
Name: Address
- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY
------------------------------ ----------------------------------
CONTRACTING OFFICER TSA, Contracting Officer

- --------------------------------------------------------------------------------

------------------------------------------------------------------------------
STANDARD FORM 2
FEBRUARY 1964 EDITION

RIDER #1

TSA LEASE NO. DTSA20-03-R-00528

The Government and the Lessor agree as fellows:

1. The fully serviced lease rate is as follows:

PHASE I

The fully serviced lease rate for Phase 1 (Temporary space) shall be
$20.00 per BOMA Office Area Square Foot. (BOSF) for space occupied by
the Government. Rent shall commence ten (10) working days after the
Government accepts Phase I space from the Lessor. Phase I space shall
be accepted in increments of up to 50,000 square feet for a total of up
to 150,000 square feet. The parking garage will be accepted in
increments which represent the percentage of office space which has
been accepted by the Government.

PHASE II & III

The fully serviced lease rate for Phase II and III is as follows:

-------------------------------------------------------------------------------------------------------
BOSF PER BOSF TOTAL MONTHLY
-------------------------------------------------------------------------------------------------------

Phase 2 & 3 491,607 $34.75 $17,083,343.25 $1,423,611.94
-------------------------------------------------------------------------------------------------------
Parking $2.50 1,230,060 $102,505.00
-------------------------------------------------------------------------------------------------------
$37.25 $18,313,403.25 $1,526,116.94
-------------------------------------------------------------------------------------------------------

Phase II and III space shall be accepted in increments. Rent for each
increment shall commence ten (10) working days after the Government
accepts space from the Lessor.

2. The commencement date for the Lease term shall be the weighted
composite of all incremental dates of Phase II and II acceptance. The
final rent will be based on the actual measurement of the Government
occupied space in accordance with GSA Form 3517. The parking garage
will be accepted in increments which represent the percentage of office
space which has been accepted by the Government.

3. Pursuant to Section 9.1 (B) (i) of the SFO, the construction fees for
initial improvements and change orders shall not exceed:

General Conditions 8%
Overhead & Profit 4%
Landlord's Oversight Fees 3%

Lessor________ Gov't_______ Rider #1, Page 1 of 2

4. The Lessor is to provide a bond secured by an irrevocable letter of
credit (ILC) in accordance with FAR 28.204-3 within fifteen (15) days
in an amount not less than $22 Million to serve as collateral security
if Lessor fails to pay any portion of the Tenant Improvement Allowance
after applicable notice and cure periods.

The ILC shall be irrevocable, require presentation of no document other
than a written demand and the ILC (and letter of confirmation, if any),
and is not to terminate until after the entire period during which the
Tenant Improvement Allowance is completely used and the Contracting
Officer provides the financial institution with a written statement
waiving the right to payment.

5. Notwithstanding anything to the contrary in the Lease, in the event an
assignment of this offer or the lease is made by WorldCom (in
connection with a sale of the property or otherwise) while, WorldCom's
Chapter 11 case is pending, WorldCom may determine to seek court
approval thereof and in such event, the Government shall not
unreasonably withhold its consent to such assignment in connection with
any right it may have under the Bankruptcy Code. If required, WorldCom
shall comply with the novation requirements of FAR 42.12.

6. Any cure of any default by any lender shall be accepted by the
Government in lieu of any cure by the Lessor.

7. SFO Section 6.11 (A)(l) stipulates copper buses in electrical
distribution circuitry. The building's existing buses are aluminum, not
copper, and are accepted as a suitable alternative to the stipulated
requirement.

8. Pursuant to SFO Section 6.15 (A), the building is currently equipped
with cable trays which the government may utilize. Any additional cable
trays that the Government requires to support its data requirements
will be paid out of the Tenant Improvement Allowance.

9. SFO Section 4.12 (B) - The Government accepts building's stairs in
their current condition. Existing stairs have treads of ten and
one-half (10 1/2) inches and risers measuring seven and three-quarter
(7 3/4) inches. The Lessor will not be required to alter either the
treads or risers to meet the requirements of ANSI A117.1 Section 504.

10. The Lessor will provide the security requirements provided in Exhibit A
of this Rider,

11. The furniture listed in Exhibit B is currently located in the building.
The TSA shall have the right to use any of the furniture in Exhibit B
or request that the furniture be removed from the building. The Lessor
shall be responsible for the cost of disassembling and removal of
existing and/or excess furniture.

Lessor __Gov't____ Rider #1, Page 2 of 2

12 This offer is for a single occupancy requirement of approximately
540,707 square feet in total, with the TSA being the single tenant
agency. However, approximately 3,370 square feet of a terminal room
(and related equipment) in the building is to be retained by Lessor
along with terminal room related riser access and garage space for
infrastructure

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 5 5/6/03

TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK SERVICES, INC.
Whose address is:

c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

Paragraph 1.10 of SFO #DTSA20-03-R-00528, attached to the lease dated December
17, 2002, is hereby deleted in its entirety and replaced by the following:

"1.10 TENANT IMPROVEMENT RENTAL ADJUSTMENT (SEP 2000) (TSA SEP 2002)

A. All Tenant Improvements shall be identified after award of the contract.

1. The Government, at its sole discretion, shall make all decisions as to
the usage of the Tenant Improvement Allowance. The Government may use
all or part of the Tenant Improvement Allowance. The Government may
return to the Lessor any unused portion of the Tenant Improvement
Allowance in exchange for an equivalent value of rental abatement to be
effective as of the last acceptance date of completed space at a 0%
amortization rate. For instance, should the Government decide not to
use $5.00 per BOMA Office Area square foot of its Tenant Improvement
Allowance, then the rent shall be abated by an equivalent per diem
dollar value beginning as of the last acceptance date of completed
space and ending on such date that the $5.00 per BOMA Office Area
square foot in value has been returned to the Government via this rent
abatement.

3. If the Government spends more on Tenant Improvements than $40.00 per
BOMA Office Area square foot, the Government reserves the right to: 1)
reduce the scope of the Tenant Improvement requirements such that the
fair and reasonable cost of such requirements is reduced to $40.00 per
BOMA Office Area square foot or less; 2) pay lump sum for the overage
upon completion and acceptance of the improvements; or 3) opt for an
increase in the rent according to the negotiated amortization rate over
the firm term of the lease."

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY /s/ Brian H. Trosper Vice President
-------------------------------- -------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

2400 North Glenville Dr.
/s/ Susan Baker Richardson, Tx. 75082
-------------------------------- -------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY /s/ (ILLEGIBLE) CONTRACTING OFFICER, TSA
-------------------------------- -------------------------------
(Signature) (Title)

GSA DC 68-1176 GSA FORM 276 JUL 67

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 1 3/4/03

--------------------------------------------
TO LEASE NO. DTSA20-03-R-00528
- --------------------------------------------------------------------------------
ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202
- --------------------------------------------------------------------------------
THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK SERVICES, INC.
Whose address is:
c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

The Government shall be responsible for paying the following annual rental
rates for Phase I space:

o $20.00 per BOMA Office Usable Square Feet ("BUSF") for the first
136,376 BUSF (such being 150,000 BOMA Rentable Square Feet ("BRSF"))
accepted by the Government.

o $25.42 per BUSF for all Phase I space accepted above the first 136,376
BUSF (such being 150,000 BOMA Rentable Square Feet ("BRSF")).

Rent shall be paid MONTHLY in arrears. Rent for a lesser period will be
pro-rated.

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

Vice President --
BY: /s/ Brian H. Trosper Corp. Real Estate & Facilities
------------------------------- -------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

/s/ Susan Baker 2400 North Glenville Dr.
- ---------------------------------- -------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY: /s/ (ILLEGIBLE) CONTRACTING OFFICER, TSA
------------------------------- -------------------------------
(Signature) (Title)

- --------------------------------------------------------------------------------
GSA DC 68-1176 GSA FORM 276 JUL
67

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 2 3/4/03

TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.
Whose address is:

c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

1. Acceptance of Space: In January 2003, the Government accepted 229,932
BOMA Rentable Square Feet ("BRSF") (such being 209,048 BOMA Office
Usable Square Feet ("BUSF")) of Phase I space in its "as-is" condition
per the schedule identified in Exhibit A of this SLA.

2. Office Rental: For this 229,932 BRSF (such being 209,048 BUSF), the
Government shall pay an annual rent of $4,574,842.24 ($20.00 per BUSF
for 136,376 BUSF; $25.42 per BUSF for 72,672 BUSF) at a rate of
$381,236.85 per MONTH in arrears. Total pro-rated rental for this space
for January 2003 shall be $226,824.87.

3. Parking Rental: Total annual rental for the garage, based upon the
percentage of total square footage accepted by the Government to date in
relation to total building square footage, shall be 42.52% of the annual
total garage rental rate or $523,021.51 at a rate of $43,585.13 per
MONTH in arrears. Total pro-rated garage rental for January 2003 shall
be $26,523.21.

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

Vice President -- Corp. Real
BY /s/ Brian H. Trosper Estate & Facilities
-------------------------------- -------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

/s/ Susan Baker 2400 North Glenville Dr.
-------------------------------- -------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY /s/ (ILLEGIBLE) CONTRACTING OFFICER, TSA
-------------------------------- -------------------------------
(Signature) (Title)

GSA DC 68-1176 GSA FORM 276 JUL

LEASE #DTSA20-03-R-00528
EXHIBIT A - SLA #
JANUARY 2003 ACCEPTANCE OF SPACE

JANUARY 4TH ACCEPTANCE OF SPACE
<Table>
<Caption>
BUILDING FLOOR % OF FLOOR FLOOR RSF RSF OCCUPIED FLOOR CAF USF OCCUPIED
- -------- ----- ---------- --------- ------------ --------- ------------

W701 4 100% 20,820 20,820 1.0999 18,929
W701 5 100% 20,820 20,820 1.0999 18,929
W701 6 100% 20,820 20,820 1.0999 18,929
W701 1 50% 13,990 6,995 1.0999 6,360
W701 7 50% 20,820 10,410 1.0999 9,464
---------------------------------------------------------
TOTAL 79,865 72,611
</Table>

JANUARY 18TH ACCEPTANCE OF SPACE
<Table>
<Caption>
BUILDING FLOOR % OF FLOOR FLOOR RSF RSF OCCUPIED BUILDING CAF USF OCCUPIED
- -------- ----- ---------- --------- ------------ ------------ ------------

E601 9 100% 25,732 25,732 1.0999 23,395
E601 10 100% 25,732 25,732 1.0999 23,395
E601 11 100% 25,732 25,732 1.0999 23,395
W701 7 50% 20,820 10,410 1.0999 9,464
W701 2 100% 20,823 20,823 1.0999 18,932
W701 9 100% 20,820 20,820 1.0999 18,929
W701 10 100% 20,820 20,820 1.0999 18,929
------------------------------------------------------------
TOTAL 150,068 136,437
</Table>

<Table>
<Caption>
RSF OCCUPIED USF OCCUPIED
------------ ------------

JANUARY SPACE ACCEPTANCE TOTALS 229,932 209,048
</Table>

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 3 3/4/03

TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.

Whose address is:

c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

Parking Garage: Effective May 1, 2003 the Government will be responsible
for paying rent on the entire garage at an initial annual parking rental of
$1,230,060 per annum, such being $102,505.00 per month in arrears. Rent for
lesser periods shall be pro-rated. The parking rental will escalate by
three percent (3%) per annum, effective on May 1, 2004 and May 1st of each
year thereafter, throughout the term of the lease.

Prior to May 1, 2003 the Government will pay rent (per month, in arrears)
for garage space which is a percentage of the annual parking rental rate of
$1,230,060 ($102,505 monthly), equivalent to the percentage of space
accepted by the Government within the building (the building's total square
footage being 540.707 BRSF).

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

Vice President --
BY /s/ Brian H. Trosper Corp Real Estate & Facilities
-------------------------------- -------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

/s/ Susan Baker 2400 North Glenville Dr.
-------------------------------- -------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY /s/ (ILLEGIBLE) CONTRACTING OFFICER, TSA
-------------------------------- -------------------------------
(Signature) (Title)

GSA DC 68-1176 GSA FORM 276 JUL 67

- --------------------------------------------------------------------------------

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 4 3/26/03

-----------------------------------------
TO LEASE NO. DTSA20-03-R-00528
- --------------------------------------------------------------------------------
ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202
- --------------------------------------------------------------------------------
THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK
SERVICES, INC.
Whose address is:
c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

1. Acceptance of Space: In February 2003, the Government accepted 84,799
BOMA Rentable Square Feet ("BRSF") (such being 77,097 BOMA Office Usable
Square Feet ("BUSF")) of Phase I space in its "as-is" condition per the
schedule identified in Exhibit A of this SLA.

AS OF FEBRUARY 28, 2003, THE GOVERNMENT HAS ACCEPTED A TOTAL OF 314,731
BRSF (SUCH BEING 288,145 BUSF) OF PHASE I SPACE.

2. Office Rental: For this 84,799 BRSF (such being 77,097 BUSF), the
Government shall pay an annual rent of $1,959,805.74 ($25.42 per BUSF) at
a rate of $163,317.15 per MONTH in arrears. Pro-rated rental for this
space for February 2003 shall be $73,753.77.

TOTAL ANNUAL RENTAL FOR ALL GOVERNMENT SPACE ACCEPTED TO DATE SHALL BE
$6,534,647.98 ($20.00 PER BUSF FOR 136,376 BUSF; $25.42 PER BUSF FOR
149,769 BUSF) AT A RATE OF $544,554.00 PER MONTH IN ARREARS. TOTAL
PRO-RATED RENTAL FOR FEBRUARY 2003 SHALL BE $454,991.02.

3. Parking Rental: Per the ratio of space the Government has accepted per
this SLA in relation to the total buildings' total square footage, the
Government shall pay for an additional 15.7% of the total garage, which
equates to an annual parking rental of $193,119.42 at a rate of
$16,093.28 per MONTH in arrears. Pro-rated rental for this portion of the
garage for February 2003 shall be $12,056.84.

TOTAL ANNUAL RENTAL FOR THE GARAGE, BASED UPON THE PERCENTAGE OF TOTAL
SQUARE FOOTAGE ACCEPTED BY THE GOVERNMENT TO DATE IN RELATION TO TOTAL
BUILDING SQUARE FOOTAGE, SHALL BE 58.21% OF THE ANNUAL TOTAL GARAGE
RENTAL RATE OR $718,017.93 AT A RATE OF $59,668.16 PER MONTH IN ARREARS.
TOTAL PRO-RATED GARAGE RENTAL FOR FEBRUARY 2003 SHALL BE $55,647.40.

(Continued on next page)

- --------------------------------------------------------------------------------
GSA DC 68-1176 GSA FORM 276 JUL 67

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY: /s/ Brian H. Trosper Vice President
-------------------------------- -------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

BY: /s/ (ILLEGIBLE)
-------------------------------- -------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY: /s/ (ILLEGIBLE) CONTRACTING OFFICER, TSA
-------------------------------- -------------------------------
(Signature) (Title)

CSA DC 68-1176 GSA FORM 276 JUL 67

LEASE # DTSA20-03-R-00528
EXHIBIT A - SLA #
FEBRUARY 2003 ACCEPTANCE OF SPACE

FEBRUARY 9TH ACCEPTANCE OF SPACE

<Table>
<Caption>
BUILDING FLOOR % OF FLOOR FLOOR RSF RSF OCCUPIED BUILDING CAF USF OCCUPIED
- -------- ----- ---------- --------- ------------ ------------ ------------

W701 3 100% 20,820 20,820 1.0999 18,929
W701 8 100% 20,823 20,823 1.0999 18,932
W701 11 50% 20,820 10,410 1.0999 9,464
W701 1 50% 13,990 6,995 1.0999 6,360
E601 12 100% 25,751 25,751 1.0999 23,412
---------------------------------------------------------
TOTAL 84,799 77,097
</Table>

<Table>
<Caption>
RSF OCCUPIED USF OCCUPIED
------------ ------------

February Space Acceptance Totals 84,799 77,097

</Table>

<Table>
<Caption>
RSF OCCUPIED USF OCCUPIED
------------ ------------

Total Space Accepted as of Feb 28, 2003 314,731 255,145

</Table>

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No.9 6/20/03

TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK SERVICES, INC.
Whose address is:
c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

1. Exhibit 1 attached to this SLA #9 contains Property Management
Modifications Log #2.

2. The Government hereby confirms that it will pay the total amount of
$418,293.82 identified in Exhibit 1 in accordance with invoicing and
payment procedures set forth in GSA Form 3517B (Rev 09/01), as attached
to the Lease dated December 17, 2002.

All other terms and conditions of the lease shall remain in force and effect.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY /s/ Brian H. Trosper Vice President
--------------------- -----------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:) 2400 North Glenville Dr.
Richardson, Tx. 75082
/s/ Susan E. Baker ------------------------
- -------------------- (Address)
(Signature)

UNITED STATES OF AMERICA

BY /s/ (ILLEGIBLE) CONTRACTING OFFICER
--------------------- ----------------------
(Signature) (Title)

SLA #9 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #2
LEASE NO. DTSA20-03-R-00528

- -----------------------------------------------------------------------------------------------------------------------------------
MODIFICATION MOD# OR MOD COST TO
OR TSR TSR# DATE DESCRIPTION VENDOR TSA
- -----------------------------------------------------------------------------------------------------------------------------------

MOD 2 Overtime from 6PM 12/23 to BTE $4,678.35
7AM 1/5/03 Excl. NY eve and
New Years.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 8 Provide 10 dumpsters for TSA ETW $ 992.15
use during move-in
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 16 Extended Supervision buildings BTE $ 774.21
601 and 701 7AM 1/20/03
through 6PM 1/24/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 16 Extended Supervision buildings BTE $8,941.05
601 and 701 7AM 1/20/03
through 6PM 1/24/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 16 Extended Supervision buildings Spaulding & Slye $1,210.00
601 and 701 7AM 1/20/03
through 6PM 1/24/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - Liberty $ 784.08
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - Liberty $ 588.05
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - Liberty $ 784.08
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - Liberty $ 628.72
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - Liberty $ 628.72
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - Liberty $ 345.19
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - Liberty $ 742.27
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 17 Daytime Clean from 1/01/03 - USSI $ 742.27
03/31/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 22 Extended Supervision buildings BTE $ 806.47
601 and 701 6PM 2/7/03 through
6PM 2/10/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 22 Extended Supervision buildings BTE $5,611.10
601 and 701 6PM 2/7/03 through
6PM 2/10/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 22 Extended Supervision buildings Spaulding & Slye $1,210.00
601 and 701 6PM 2/7/03 through
6PM 2/10/03.
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 23 Painting on the 12th floor. T.L. Evans $ 493.35
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 23 2nd floor outlet for copier. Truland Services $ 347.88
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 23 12th floor outlets. Truland Services $ 710.33
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 23 2 dedicated outlets on the Truland Services $ 665.50
5th floor
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 23 TSA Requested electrical work Truland Services $ 637.56
- -----------------------------------------------------------------------------------------------------------------------------------
MOD 25 6th floor electrical work at 701. Truland $2,656.95
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>

SLA #9 - EXHIBIT 1
PAGE 1

SLA #9 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #2
LEASE NO. DTSA20-03-R-00528

MODIFICATION MOD# OR MOD COST TO
OR TSR TSR# DATE DESCRIPTION VENDOR TSA
- ------------ ---------------- ----------------------------------------- -------------------- -----------

MOD 26 6th floor Liebert PM for 6 units at MECCO $ 5,662.80
701.
MOD 27 6th floor PDU maintenance at Power Protection $ 9,710.25
701.
MOD 29 Daytime cleaning from 4/1/03 - USSI $ 1,484.54
4/30/03.
MOD 30 Security from 3/1/03 through Burns International $ 64,588.98
3/30/03 at 601 & 701.
MOD 30 Security from 3/1/03 through Burns International $ 60,515.95
3/30/03 at 601 & 701.
MOD 30 Security from 3/1/03 through Burns International $ 60,135.63
3/30/03 at 601 & 701.
MOD 30 Security from 3/1/03 through Burns International $ 70,822.68
3/30/03 at 601 & 701.
MOD 30 Security from 3/1/03 through Burns International $ 77,858.00
3/30/03 at 601 & 701.
MOD 31 After hours HVAC for TSA from Spaulding & Slye $ 23,712.00
3/18/03 - 4/4/03.
MOD 28 Stairway emergency battery Trulan Services $ 8,463.95
lights
MOD 39 Temperature tools for TSA McMaster Carr $ 461.78
facilities.
TOTAL 418,293.82

SLA #9 - Exhibit 1
Page 2

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 6

TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.
Whose address is:

c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

Pursuant to the rights reserved by the Government in SFO Section 7.12(D)(3), the
Government has the right to install, at the Government's expense, crash barriers
around the perimeter of the leased premises. Such crash barriers may be concrete
bollards, planters, retractable gates or other architectural features, which
shall conform as much as practical to the existing building's features and
structures "to avoid an armed camp appearance."

As of March 29, 2003, Lessor has agreed to permit the installation of temporary
crash barriers (i.e., jersey walls) by the Government around the perimeter of
the leased premises, for a period not to exceed 120 days. Upon the expiration of
this 120 period (on July 27, 2003), the Government must remove the temporary
crash barriers. Installation and removal of the temporary crash barriers will be
at the Government's sole cost and expense. If the Government does not remove the
temporary crash barriers and begin the installation of a permanent crash barrier
solution (subject to the provisions below) on or before July 27, 2003, then for
each day after July 27, 2003 that the temporary crash barriers remain around the
perimeter of the leased premises, the Government shall pay to Lessor a daily
pro-rated penalty of $1.00 per ANSI/BOMA USF, per annum, as additional rent on
the 491,707 ANSI/BOMA USF of space leased at the premises ($1,347.14 per day).
Once the temporary crash barriers have been removed, no further penalty, will be
assessed related to such barriers.

During the 120-day period, the Government shall provide Lessor with plans and
specifications for a permanent crash barrier solution, as described in SFO
Section 7.12 (D)(3), for the Lessor's written approval, which approval shall not
be unreasonably withheld, conditioned or delayed.

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY: /s/ Brian H. Trosper Vice President
-------------------------------- -------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

2400 N. Glenville Dr.
BY: /s/ Susan E. Baker Richardson, Tx. 75082
-------------------------------- -------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY: /s/ (ILLEGIBLE) CONTRACTING OFFICER, TSA
-------------------------------- -------------------------------
(Signature) (Title)

CSA DC 68-1176 GSA FORM 276 JUL 67

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 7

TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between:
MCI WORLDCOM NETWORK SERVICES, INC.
Whose address is:

c/o Spaulding & Slye Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

1. Exhibit 1 attached to this SLA #7 contains Property Management
Modifications Log #1.

2. The Government hereby confirms that it will pay the total amount of
$535,750.12 identified in Exhibit 1 in accordance with invoicing and
payment procedures set forth in GSA Form 3517B (Rev 09/01), as attached
to the Lease dated December 17, 2002.

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY: /s/ Brian H. Trosper Vice President
-------------------------------- -------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

2400 North Glenville Dr.
/s/ Susan E. Baker Richardson, Tx. 75082
-------------------------------- -------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY /s/ (ILLEGIBLE) CONTRACTING OFFICER, TSA
-------------------------------- -------------------------------
(Signature) (Title)

GSA DC 68-1176 GSA FORM 276 JUL 67

LEASE NO. DTSA20-03-R-00528
SLA #7 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #1

MODIFICATION MOD# OR MOD COST TO
OR TSR TSR# DATE DESCR. VENDOR TSA
- ------------ --------------- ----------------------------------- ------------------- ----------

MOD 2 24 coverage for TSA contractor BTE $ 4,578.35
access

MOD 3 Installation of electrical services Power Solutions $22,131.83
in various areas at
701 South 12th Street.

MOD 4 24hrs engineer coverage over Building Technology $ 2,743.86
New Year's Holiday. Engineers, Inc.

MOD 5 Security Coverage for 1/3-1/6/03 Burns Int'l Security $ 9,939.95
Services

MOD 6 8hrs for Electricians for electrical Power Solutions $ 3,388.00
work

MOD 7 Provide 16 outlets in the 6th floor Power Solutions $16,732.23
CPU room at 701 South 12 the Street.

MOD 9 - Invoice #1 24 hr coverage for TSA service Building Technology $ 5,968.20
contractors. And property Engineers, Inc.
management coverage for the
move on 1/3/03 4hrs

MOD 9 - Invoice #2 24 hr coverage for TSA service Spaulding & Slye $ 605.00
contractors. And property
management coverage for the
move on 1/3/03 4hrs

MOD 10 Install two outlet in every LAN Power Solutions $24,232.11
closet 9-12 in 601 south 12th
Street.

MOD 11 - Invoice #1 Security Coverage for 1/9-1/18/03 Burns Int'l Security $ 4,620.00
Services

MOD 11 - Invoice #2 Security Coverage for 1/9-1/18/03 Burns Int'l Security $19,050.63
Services

MOD 11 - Invoice #3 Security Coverage for 1/9-1/18/03 Burns Int'l Security $39,854.65
Services

MOD 12 - Invoice #1 24 hr coverage for TSA service Building Technology $ 548.10
contractors. And property Engineers, Inc.
management coverage for the
move on 1/8-1/20/03 4hrs

MOD 12 - Invoice #2 24 hr coverage for TSA service Building Technology $ 3,452.81
contractors. And property Engineers, Inc.
management coverage for the
move on 1/8-1/20/03 4hrs

MOD 12 - Invoice #3 24 hr coverage for TSA service Building Technology $ 5,077.23
contractors. And property Engineers, Inc.
management coverage for the
move on 1/8-1/20/03 4hrs

SLA #7 - Exhibit 1
Page 1

LEASE NO. DTSA20-03-R-00528
SLA #7 - EXHIBIT 1
PROPERTY MANAGEMENT MODIFICATIONS LOG #1

<Table>
<Caption>
MODIFICATION MOD# OR MOD COST TO
OR TSR TSR# DATE DESCR. VENDOR TSA
- ------------ --------------- ------------------------------------ -------------------- ----------

MOD 12 - Invoice #4 24 hr coverage for TSA service Building Technology $ 17,712.06
contractors. And property Engineers, Inc.
management coverage for the
move on 1/3/03 4hrs

MOD 12 - Invoice #5 Property Management coverage Spaulding & Slye $ 1,210.00
for move on 1/18/03

MOD 13 Install two outlet in every LAN Power Solution $ 10,890.00
closet 7-8 in 601 south 12th Street.

MOD 14 Installation of electrical circuits Power Solution $ 732.76
in VIP room

MOD 18 Rekey of various locks in 701 Action Lock & Safe $ 914.19

MOD 20 - Invoice #1 Security Coverage for 1/19- Burns Int'l Security $ 53,283.87
1/31/03 Services

MOD 20 - Invoice #2 Security Coverage for 1/19- Burns Int'l Security $ 60,069.08
1/31/03 Services

MOD 21 - Invoice #1 Security Coverage for 2/1-2/28/03 Burns Int'l Security $ 53,537.00
Services

MOD 21 - Invoice #2 Security Coverage for 2/1-2/28/03 Burns Int'l Security $ 59,770.98
Services

MOD 21 - Invoice #3 Security Coverage for 2/1-2/28/03 Burns Int'l Security $ 58,384.70
Services

MOD 21 - Invoice #4 Security Coverage for 2/1-2/28/03 Burns Int'l Security $ 57,502.50
Services

TSR 1/17/2003 Rekey of various locks in 701 Action Lock & Safe $ 221.99

TSR 1/30/2003 Rekey of various locks in 701 Action Lock & Safe $ 179.20

TSR 1/30/2003 Rekey of various locks in 701 Action Lock & Safe $ 2,346.96

TSR 2/27/03 - Rekey of various locks in 701 Action Lock & Safe $ 407.22
Invoice #1

TSR 2/27/03 - Rekey of various locks in 701 Action Lock & Safe $ 243.01
Invoice #1

TOTAL $535,750.12
</Table>

SLA #7 - Exhibit 1
Page 2

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 8

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

1. Acceptance of Space: In March 2003, the Government accepted 31,230 BOMA
Rental Square Feet ("BRSF") (such being 28,393 BOMA Office Usable Square Feet
("BUSF")) of Phase I space in its "as-is" condition per the schedule
identified in Exhibit A of this SLA.

AS OF MARCH 31, 2003, THE GOVERNMENT HAS ACCEPTED A TOTAL OF 345,972 BRSF
(SUCH BEING 314,539 BUSF) OF PHASE I SPACE.

2. Office Rental: For this 31,230 BRSF (such being 28,393 BUSF), the Government
shall pay an annual rent of $721,750.06 ($25.42 per BUSF) at a rate of
$60,145.84 per MONTH in arrears. Pro-rated rental for this space for March
2003 shall be $60,145.84.

TOTAL ANNUAL RENTAL FOR ALL GOVERNMENT SPACE ACCEPTED TO DATE SHALL BE
$7,256,423.46 ($20.00 PER BUSF FOR 136,376 BUSF; $25.42 PER BUSF FOR 178,163
BUSF) AT A RATE OF $604,701.96 PER MONTH IN ARREARS. TOTAL PRO-RATED RENTAL
FOR MARCH 2003 SHALL BE $604,701.96.

3. Parking Rental: Per the ratio of space the Government has accepted per this
SLA in relation to the total buildings' total square footage, the Government
shall pay for an additional 5.8% of the total garage, which equates to an
annual parking rental of $71,343.48 at a rate of $5,945.29 per MONTH in
arrears. Pro-rated rental for this portion of the garage for March 2003 shall
be $5,945.29.

TOTAL ANNUAL RENTAL FOR THE GARAGE, BASED UPON THE PERCENTAGE OF TOTAL SQUARE
FOOTAGE ACCEPTED BY THE GOVERNMENT TO DATE IN RELATION TO TOTAL BUILDING
SQUARE FOOTAGE, SHALL BE 63.99% OF THE ANNUAL TOTAL GARAGE RENTAL RATE OR
$787,115.39 AT A RATE OF $65,592.95 PER MONTH IN ARREARS. TOTAL PRO-RATED
GARAGE RENTAL FOR MARCH 2003 SHALL BE $65,592.95.

(Continued on next page)

GSA DC 68-1176 GSA FORM 276 JUL
67

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY: /s/ Brian H. Trosper Vice President
------------------------------ ------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

2400 North Glenville Dr.
/s/ Susan E. Baker Richardson, Tx. 75082
- ---------------------------------- ------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY: ____________________________ _______________________________
(Signature) (Title)

- --------------------------------------------------------------------------------
GSA DC 68-1176 GSA FORM 276 JUL
67

LEASE # DTSA20-03-R-00528
EXHIBIT A - SLA #8
MARCH 2003 ACCEPTANCE OF SPACE

MARCH 1, 2003 ACCEPTANCE OF SPACE
<Table>
<Caption>
BUILDING FLOOR % OF FLOOR FLOOR RSF RSF OCCUPIED BUILDING CAF USF OCCUPIED
- -------- ----- ---------- --------- ------------ ------------ ------------

W701 11 50% 20,820 10,410 1.0999 9,464
W701 12 100% 20,820 20,820 1.0999 18,929
------ ------
TOTAL 31,230 28,393
====== ======
</Table>

<Table>
<Caption>
RSF OCCUPIED USF OCCUPIED
------------ ------------

FEBRUARY SPACE ACCEPTANCE TOTALS 31,230 28,393
</Table>

<Table>
<Caption>
RSF OCCUPIED USF OCCUPIED
------------ ------------

TOTAL SPACE ACCEPTED AS OF MARCH 1, 2003 345,972 314,539
</Table>

REPRESENTATIONS AND CERTIFICATIONS Solicitation Number Dated
(Acquisition of Leasehold DTSA20-03-R-00528
Interests In Real Property)

Complete appropriate boxes, sign the form, and attach to offer.

The Offeror makes the following Representations and Certifications. NOTE: The
"Offerer," as used on this form, is the owner of the property offered, not an
individual or agent representing the owner.

1. 52.219-1 - SMALL BUSINESS PROGRAM REPRESENTATIONS {NOV 1999)

(a) (1) The standard industrial classification (SIC) code for
this acquisition is 6515.

(2) The small business size standard applicable to this
acquisition is average annual gross revenues of $15
million or less for the preceding three fiscal years.

(3) The small business size standard for a concern which
submits an offer in its own name, other than on a
construction or service contract, but which proposes to
furnish a product which it did not itself manufacture,
is 500 employees.

(b) Representations.

(1) The Offeror represents as part of its offer that it [ ]
is, [X] is not a small business concern.

(2) (Complete only if offeror represented itself as a small
business concern paragraph (b)(1) of this provision.)
The Offeror represents, for general statistical
purposes that it [ ] is, [X] is not a small
disadvantaged business concern as defined in 13 CFR
124.1002.

(3) (Complete only if offerer represented itself as a small
business concern in paragraph (b)(1) of this section.)
The Offeror represents as part of its offer that it [ ]
is, [ ] is not a women-owned small business concern.

(4) [Complete only if offerer represented itself as a small
business concern in paragraph (b)(1) of this
provision.] The offeror represents, as part of its
offer, that it--

(i) [ ] is, [ ] is not a HUBZone small business concern
listed, on the date of this representation, on the List
of Qualified HUBZone Small Business Concerns maintained
by the Small Business Administration, and no material
change in ownership and control, principal office of
ownership, or HUBZone employee percentage has occurred
since it was certified by the Small Business
Administration in accordance with 13 CFR Part 126; and

(ii) It [ ] is, [ ] is not a joint venture that
complies with the requirements of 13 CFR Part 126, and
the representation in paragraph (b)(4){i) of this
provision is accurate for the HUBZone small business
concern or concerns that are participating in the joint
venture. [The offeror shall enter the name or names of
the HUBZone small business concern or concerns that,
are participating in the joint venture:______________.]
Each HUBZone small business concern participating in
the joint venture shall submit a separate signed copy
of the HUBZone representation.

(5) [Complete if offeror represented itself as
disadvantaged in paragraph (b)(2) of this provision).
The offeror shall check the category In which its
ownership falls:

____ Black American.

____ Hispanic American.

____ Native American (American Indians, Eskimos,
Aleuts, or Native Hawaiians).

____ Asian-Pacific American (persons with origins
from Burma, Thailand, Malaysia, Indonesia,
Singapore, Brunei, Japan, China, Taiwan, Laos,
Cambodia (Kampuchea), Vietnam, Korea,
The Philippines, U.S. Trust Territory of the
Pacific Islands (Republic of Palau), Republic of
the Marshall Islands, Federated States of
Micronesia, the Commonwealth of the Northern
Mariana Islands, Guam, Samoa, Macac, Hong Kong,
Fiji, Tonga, Kiribati, Tuvalu, or Nauru).

____ Subcontinent Asian (Asian-Indian) American
(persons with origins from India, Pakistan,
Bangladesh, Srt Lanka, Bhutan, the Maldives
Islands, or Nepal).

____ Individual/concern, other than one of the
preceding.

(c) Definitions. Small business concern, as use in this provision,
means a concern, including its affiliates, that is independently
owned and operated, not dominant in the field of operation in
which it is bidding on Government contracts, and qualified as a
small business under the criteria in 13 CFR Part 121 and the size
standard in paragraph (a) of this provision.

Women-owned small business concern, as use in this provision,
means a small business concern--

(1) Which is at least 51 percent owned by one or more women
or, in the case of any publicly owned business, at
least 51 percent of the stock of which is owned by one
or more women; and

(2) Whose management and daily business operations are
controlled by one or more women.

(d) Notice.

(1) If this solicitation is for supplies and has been set
aside, in whole or in part, for small business concerns,
then the clause in this solicitation providing notice of
the set-aside contains restrictions on the source of the
end items to be furnished.

(2) Under 15 U.S.C. 645(d), any person who misrepresents a
firm's status as a small, small disadvantaged, or
women-owned small business concern in order to obtain a
contract to be awarded under the preference

INITIALS /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
--------------- ---------------

GSA FORM 3518 PAGE 1 (REV 12/99)

programs established pursuant to sections 8(a), 8(d), 9,
or 15 of the Small Business Act or any other provision
of Federal law that specifically references section 8(d)
for a definition of program eligibility, shall-

(i) Be punished by imposition of fine, imprisonment,
or both;

(ii) Be subject to administrative remedies, including
suspension and debarment; and

(iii) Be ineligible for participation in programs
conducted under the authority of the Act.

2. 52:204-5 - WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (MAY 1999)

(a) Definition. "Women-owned business concern," as used in this
provision, means a concern which is at least 51 percent owned by
one or more women; or in the case of any publicly owned
business, at least 51 percent of its stock is owned by one or
more women; and whose management and daily business operations
are controlled by one or more women.

(b) Representation. [Complete only if the offeror is a women-owned
business concern and has not represented itself as a small
business concern in paragraph (b)(1) of FAR 52.219-1, Small
Business Program Representations, of this solicitation.] The
offeror represents that it [ ] is a women-owned business
concern.

3. 52.222-22 - PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The Offeror represents that-

(a) It [X] has, [ ] has not participated in a previous contract or
subcontract subject to the Equal Opportunity clause of this
solicitation;

(b) It [X] has, [ ] has not filed all required compliance reports;
and

(c) Representations indicating submission of required compliance
reports, signed by proposed subcontractors, will be obtained
before subcontract awards. (Approved by OMB under Control Number
1215-0072.)

4. 52.222-25 - AFFIRMATIVE ACTION COMPLIANCE (APR 1984)

The Offeror represents that-

(a) It [X] has developed and has on file, [ ] has not developed and
does not have on file, at each establishment affirmative action
programs required by the rules and regulations of the Secretary
of Labor (41 CFR 60-1 and 60-2), or

(b) It [ ] has not previously had contracts subject to the written
affirmative action programs requirement of the rules and
regulations of the Secretary of Labor. (Approved by OMB under
Control Number 1215-0072.)

5. 52.203-02 - CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985}

(Applies to leases which exceed $100,000 average net annual rental,
including option periods.)

(a) The Offeror certifies that-

(1) The prices in this offer have been arrived at
independently, without, for the purpose of restricting
competition, any consultation, communication, or agreement
with any other Offeror or competitor relating to (i) those
prices, (ii) the intention to submit an offer, or (iii)
the methods or factors used to calculate the prices
offered;

(2) The prices in this offer have not been and will not be
knowingly disclosed by the Offeror, directly or
indirectly, to any other Offeror or competitor before bid
opening (in the case of a sealed bid solicitation) or
contract award (in the case of a negotiated solicitation)
unless otherwise required by law; and

(3) No attempt has been made or will be made by the Offeror to
induce any other concern to submit or not to submit an
offer for the purpose of restricting competition.

(b) Each signature on the offer is considered to be a certification
by the signatory that the signatory-

(1) Is the person in the Offeror's organization responsible
for determining the prices being offered in this bid or
proposal, and that the signatory has not participated and
will not participate In any action contrary to
subparagraphs (a)(1) through (a)(3) above; or

(2) (i) Has been authorized, in writing, to act as agent
for the following principals in certifying that
those principals have not participated, and will
not participate in any action contrary to
subparagraphs (a)(1) through (a)(3) above John
Dubel, CFO. [insert full name of person(s) in
the Offeror's organization responsible for
determining the prices offered in this bid or
proposal, and the title of his or her position
in the Offeror's organization];

(ii) As an authorized agent, does certify that the
principals named in subdivision (b)(2)(i) above
have not participated, and will not participate,
in any action contrary to subparagraphs (a)(1)
through (a)(3) above; and

(iii) As an agent, has not personally participated,
and will not participate, in action contrary to
subparagraphs (a)(1) through (a)(3) above.

(c) If the Offeror deletes or modifies subparagraph (a)(2) above, the
Offeror must furnish with its offer a signed statement setting
forth in detail the circumstances of the disclosure,

6. 52.203-11 - CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO
INFLUENCE CERTAIN FEDERAL TRANSACTIONS (APR 1991) (DEVIATION)

INITIALS: /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
--------------- ---------------
LESSOR GOVERNMENT

GSA FORM 3518 PAGE 2 (REV 12/99)

(Applies to leases which exceed $100,000.)

(a) The definitions and prohibitions contained in the clause, at FAR
52.203-12, Limitation on Payments to Influence Certain Federal
Transactions, are hereby incorporated by reference in paragraph
(b) of this certification.

(b) The offeror, by signing its offer, hereby certifies to the best
of his or her knowledge and belief that on or after December 23,
1989,-

(1) No Federal appropriated funds have been paid or will be
paid to any person for influencing or attempting to
influence an officer or employee of any agency, a Member
of Congress, an officer or employee of Congress, or
an employee of a Member of Congress on his or her behalf
in connection with the awarding of a contract resulting
from this solicitation.

(2) If any funds other than Federal appropriated funds
(including profit or fee received under a covered
Federal transaction) have been paid, or will be paid, to
any person for influencing or attempting to influence an
officer or employee of any agency, a Member of Congress,
an officer or employee of Congress, or an employee of a
Member of Congress on his or her behalf in connection
with this solicitation, the offeror shall complete and
submit, with its offer, OMB standard form LLL,
Disclosure of Lobbying Activities, to the Contracting
Officer; and

(3) He or she will include the language of this
certification in all subcontract awards at any tier and
require that all recipients of subcontract awards in
excess of $100,000 shall certify and disclose
accordingly.

(c) Submission of this certification and disclosure is a prerequisite
for making or entering into this contract imposed by section
1352, title 31, United States Code. Any person who makes an
expenditure prohibited under this provision or who fails to file
or amend the disclosure form to be filed or amended by this
provision, shall be subject to a civil penalty of not less than
$10,000, and not more than $100,000, for each such failure.

7. 52.209-5 - CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED
DEBARMENT, AND OTHER RESPONSIBILITY MATTERS {MAR 1996)

(Applies to LEASES which EXCEED $100,000 AVERAGE net annual rental,
including option periods.)

(a) (1) The Offeror certifies, to the best of its knowledge and
belief, that-

(i) The Offeror and/or any of its Principals-

(A) Are [ ] are not [X] presently debarred,
suspended, proposed for debarment, or
declared ineligible for the award of
contracts by any Federal agency;

(B) Have [ ] have not [X] within a
three-year period preceding this offer,
been convicted of or had a civil
judgment rendered against them for:
commission of fraud or a criminal
offense in connection with obtaining,
attempting to obtain, or performing a
public (Federal, State, or local)
contract or subcontract; violation of
Federal or State antitrust statutes
relating to the submission of offers; or
commission of embezzlement, theft,
forgery, bribery, falsification or
destruction of records, making false
statements, tax evasion, or receiving
stolen property; and

(C) Are [ ] are not [ ] presently indicted
for, or otherwise criminally or civilly
charged by a governmental entity with,
commission of any of the offenses
enumerated in subdivision (a)(1)(l)(B)
of this provision. (See Note at end of
document)

(ii) The Offeror has [ ] has not [X], within a
three-year period preceding this offer had one
or more contracts terminated for default by an
Federal agency.

(2) "Principals," for the purposes of this certification,
means officers; directors; owners; partners; and,
persons having primary management or supervisory
responsibilities within a business entity (e.g., general
manager; plant manager; head of a subsidiary, division,
or business segment, and similar positions).

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY
OF THE UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT
CERTIFICATION MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER SECTION
1001, TITLE 18, UNITED STATES CODE.

(b) The Offeror shall provide immediate written notice to the
Contracting Officer if, at any time prior to contract award, the
Offeror learns that its certification was erroneous when
submitted or has become erroneous by reason of changed
circumstances.

(c) A certification that any of the items in paragraph (a) of this
provision exists will not necessarily result in withholding of an
award under this solicitation: However, the certification will be
considered in connection with a determination of the Offeror's
responsibility. Failure of the Offeror to furnish a certification
or provide such additional information as requested by the
Contracting Officer may render the Offeror nonresponsible.

(d) Nothing contained in the foregoing shall be construed to require
establishment of a system of records in order to render, in good
faith, the certification required by paragraph (a) of this
provision. The knowledge and information of an Offeror is not
required to exceed that which is normally possessed by a prudent
person in the ordinary course of business dealings.

(e) The certification in paragraph (a) of this provision is a
material representation of fact upon which reliance was placed
when making award. If it is later determined that the Offeror
knowingly rendered an erroneous certification, in addition to
other remedies available to the Government, the Contracting
Officer may terminate the contract resulting from this
solicitation for default.

8. 52.204-3 - TAXPAYER IDENTIFICATION (JUN 1997)

(a) Definitions.

INITIALS: /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
--------------- ---------------
LESSOR GOVERNMENT

GSA FORM 3518 PAGE 3 (REV 12/99)

"Common parent" as used in this solicitation provision, means
that corporate entity that owns or controls an affiliated group
of corporations that files its Federal income tax returns on a
consolidated basis, and of which the offeror is a member.

"Taxpayer Identification Number (TIN)," as used in this
solicitation provision, means the number required by the IRS to
be used by the offeror in reporting income tax and other returns.
The TIN maybe either a Social Security Number or an Employer
Identification Number.

(b) All offerors must submit the information required in paragraphs
(d) through (f) of this provision to comply with debt collection
requirements of 31 U.S.C. 7701(c) and 3325(3), reporting
requirements of 26 U.S.C. 6041, 6041A, and 6050M, and
implementing regulations issued by the IRS. If the resulting
contract is subject to the payment reporting requirements
described in Federal Acquisition Regulation (FAR) 4.904, the
failure or refusal by the offeror to furnish the information may
result in a 31 percent reduction of payments otherwise due under
the contract.

(c) The TIN may be used by the Government to collect and report on
any delinquent amounts arising out of the offeror's relationship
with the Government (31 U.S.C. 7701(c)(3)). If the resulting
contract is subject to the payment reporting requirements
described in FAR 4.904, the TIN provided hereunder may be matched
with IRS records to verify the accuracy of the offeror's TIN.

(d) Taxpayer Identification Number (TIN).

- TIN: 13-2745892

- TIN has been applied for.

- TIN is not required because:

- Offeror is a nonresident alien, foreign corporation, or
foreign partnership that does not have income effectively
connected with the conduct of a trade or business in the
United States and does not have an office or place of
business or a fiscal paying agent in the United States;

- Offeror is an agency or instrumentality of a foreign
government;

- Offeror is an agency or instrumentality of the Federal
government;

(e) Type of organization.

- Sole proprietorship;

- Partnership; Not a corporate entity:

- Corporate entity (not tax-exempt);

- Corporate entity (tax-exempt);

- Government entity (Federal, State, or local);

- Foreign government;

- International organization per 26 CFR 1.6049-4;

- Other _________________________.

(f) Common Parent.

- Offeror is not owned or controlled by a common parent as
defined in paragraph (a) of this provision.

- Name and TIN of common parent:

Name________________________________
TIN_________________________________

9. OFFEROR'S DUNS NUMBER (APR 1996)

Enter number, if known:________________________________

OFFEROR OR Name and Address (Including ZIP Code) Telephone Number
AUTHORIZED
REPRESENTATIVE 500 Clinton Center Drive (601)460-3470
Clinton, MS 39056.

/s/ [ILLEGIBLE] 12-11-02
---------------------------------- ----------------

Note: WorldCom, Inc., the Lessor's indirect parent, is subject to
a civil fraud complaint brought prior to the commencement of
WorldCom, Inc and its affiliates chapter 11 case by the
Securities and Exchange Commission currently pending in the
United States District Court for the Southern District of New
York (Rakoff, J.). In addition, certain former Principal(s) of
Lessor's are presently under indictment by the United States
Attorney's Office for the Southern District of New York for
conspiring to violate the federal securities laws and substantial
related offenses.

INITIALS /s/ [ILLEGIBLE] & /s/ [ILLEGIBLE]
--------------- ---------------
LESSOR GOVERNMENT

GSA FORM 3518 PAGE 4 (REV 12/99)

GENERAL SERVICES ADMINISTRATION 1. SOLICITATION FOR OFFERS 1. STATEMENT DATE
PUBLIC BUILDINGS SERVICE DTSA20-03-R-00528 11/26/02

LESSOR'S ANNUAL COST STATEMENT
IMPORTANT - Read attached "Instructions" 3A. RENTABLE 3B. ENTIRE BUILDING 3B. LEASED BY GOV'T
AREA (Sq. FT,) (BOMA OFFICE AREA)
540,707 491,607 491,607

BUILDING NAME AND ADDRESS (No., street, city, state, and zip code) 601/701 S, 12th Street
Arlington, VA 22202

SECTION I - ESTIMATED ANNUAL COST OF SERVICES AND UTILITIES
FURNISHED BY LESSOR AS PART OF RENTAL CONSIDERATION

SERVICES AND UTILITIES LESSOR'S ANNUAL COST FOR FOR GOVERNMENT
USE ONLY
(a) ENTIRE BUILDING (b) GOV'T-LEASED AREA (c)

A. CLEANING, JANITOR AND/OR CHAR SERVICE

5. SALARIES $ 511,566 $ 511,566
---------- ----------
6. SUPPLIES (Wax, cleansers, cloths, etc.) $ 16,221 $ 16,221
---------- ----------
7. CONTRACT SERVICES (Window washing, waste and snow removal) $ 72,478 $ 72,478
---------- ----------

B. HEATING

8. SALARIES $ 336,733 $ 336,733
---------- ----------
9. FUEL
("X" one) OIL GAS COAL X ELECTRIC $1,162,520 $1,162,520
---------- ----------
10. SYSTEM MAINTENANCE AND REPAIR: $ 81.035 $ 81,035
---------- ----------
C. ELECTRICAL

11. CURRENT FOR LIGHT AND POWER (Including elevators)
---------- ----------
12. REPLACEMENT OF BULBS, TUBES, STARTERS $ 7,500 $ 7,500
---------- ----------
13. POWER FOR SPECIAL EQUIPMENT
---------- ----------
14. SYSTEM MAINTENANCE AND REPAIR (Ballasts, fixtures, etc.)
---------- ----------
D. PLUMBING
15. WATER (for all purposes) (Include sewage charges) $ 81,106 $ 81,106
---------- ----------
16. SUPPLIES (Soap, towels, tissues not in 6 above) $ 16,221 $ 16,221
---------- ----------
17. SYSTEM MAINTENANCE AND REPAIR
---------- ----------
AIR CONDITIONING

18. UTILITIES (Include electricity, if not in C11)
---------- ----------
19. SYSTEM MAINTENANCE AND REPAIR
---------- ----------
F. ELEVATORS

20. SALARIES (Operators, starters, etc.)
---------- ----------
21. SYSTEM MAINTENANCE AND REPAIR $ 59,478 $ 59,478
---------- ----------
G. MISCELLANEOUS (To the extent not included above) $ 198,450 $ 198.450
22. BUILDING ENGINEER AND/OR MANAGER

23. SECURITY (Watchmen, guards, not janitors) $ 58,000 $ 58,000
---------- ----------
24. SOCIAL SECURITY TAX AND WORKMEN'S COMPENSATION INSURANCE
---------- ----------
25. LAWN AND LANDSCAPING MAINTENANCE $ 9,000 $ 9,000
---------- ----------
26. OTHER (Explain on separate sheet) $ 60,100 $ 60,100
---------- ----------
27. TOTAL $2,670,408 $2,670,408
---------- ----------

SECTION II - ESTIMATED ANNUAL COST OF OWNERSHIP EXCLUSIVE OF CAPITAL CHARGES

28. REAL ESTATE TAXES $ 722,957 $ 722,957
---------- ----------
29. INSURANCE (Hazard, liability, etc.) $ 135,177 $ 135,177
---------- ----------
30. BUILDING MAINTENANCE AND RESERVES FOR REPLACEMENT
---------- ----------
31. LEASE COMMISSION
---------- ----------
32. MANAGEMENT $ 331,071 $ 331,071
---------- ----------
33. TOTAL $1,189,205 $1,189,205
---------- ----------

LESSOR'S CERTIFICATION - The amounts entered In Columns (a) 34. SIGNATURE OF
and (b) represent my best estimate as to the annual costs OWNER LEGAL AGENT
of services, utilities and ownership.

TYPED NAME AND TITLE SIGNATURE DATE

34A. John Dubel, Chief Financial 34B. /s/ [ILLEGIBLE] 34C. 12-11-07
Officer
35A. 35B. 35C.

SFO NO. DTSA 20-03-R-00528 GSA FORM 1217
Use or disclosure of information on this page is subject to the restrictions set-forth on the cover page.

INSTRUCTIONS
FOR
LESSOR'S ANNUAL COST STATEMENT
GSA FORM 1217

acquiring space by lease, it is the established policy of GSA to enter into
leases only at rental charges which are consistent with prevailing scales in
community for comparable facilities.

ITEM NUMBER

1. Enter the Government lease or Solicitation for Offers number, if
available.

2. Enter the date that your statement was prepared and signed.

3. A. Enter in this block a computation of the rentable area (multiple
tenancy basis) for the entire building. The rentable area shall be
computed by measurement to the inside finish of permanent outer
building walls to the inside finish of corridor walls (actual or
proposed) or to other permanent partitions, or both. Rentable space is
the area for which a tenant is charged rent. It is determined by the
building owner and may vary by city or by building within the same
city. The rentable space may include a share of building support/common
areas such as elevator lobbies, building corridors, and floor service
areas. Floor service areas typically include restrooms, janitor rooms,
telephone closets, electrical closets, and mechanical rooms. The
rentable space generally does not include vertical building
penetrations and their enclosing walls, such as stairs, elevator
shafts, and vertical ducts.

B. Enter in this block a computation of the rentable area to be rented to
the Government. For this area, follow the procedure as outlined above,
except that measurements are to be made only to the center of the
partitions which separate the area to be rented by the Government from
adjoining rented or rentable areas.

4. Identify the property by name and address.

SECTION I
ESTIMATED ANNUAL COST
OF SERVICES AND UTILITIES

5.-26. The services and utilities listed in this section are required in most
of our rented space whether furnished by the Government or the Lessor.

Carefully review the Solicitation for Offers and/or the proposed lease
to identify those services and utilities to be furnished by you as part
of the rental consideration. Then enter your best cost estimate, or the
actual cost from the previous year, for each of these services and
utilities in column (a) for the entire building and in column (b) for
the area to be rented to the Government. If any service or utility
furnished for the space rented by the Government is not furnished
throughout the building, or the cost of a service or utility furnished
to the Government space exceeds the cost of the same service or utility
furnished to other rented space, explain on a separate sheet. For
convenience, each major category has been divided into separate items
such as salaries and supplies so that they may be entered when
applicable. However, in the event that your records are not maintained
for each item contained in Section I, 5 through 26, the total for a
major category (A through F) may be entered under the category heading
in columns (a) and (b) in lieu of the specific items. System
maintenance and repairs includes the annual cost of such items as
oiling, inspecting, cleaning, regulating, and routine replacement
costs.

SECTION II
ESTIMATED ANNUAL COST OF OWNERSHIP
EXCLUSIVE OF CAPITAL CHARGES

Items 28 through 32 will be useful in the Government's determination of the fair
market value of the space to be rented and shaft be completed irrespective of
whether Section I is applicable, as follows:

28. Include all applicable real estate taxes imposed upon the property.

29. Enter the annual cost of fire, liability, and other insurance carried
on the real estate.

30. Enter the annual cost of wages, materials, and outside services used in
repairs and maintenance of the building itself and all similar repairs
and maintenance costs not included in Section I above (Heating,
Electrical, Plumbing, Air Conditioning, and Elevators). This includes
major repairs and changes in the nature of a permanent improvement such
as annual cost to replace relatively short-lived items such as boilers,
compressors, elevators, and roof coverings.

31. Enter any lease commission which you may be responsible for due to the
Government leasing action.

32. Include administrative expenses such as agency fees, legal fees,
auditing, and advertising. Do not include financial charges such as
income or corporate taxes or organization expense.

34/35. Complete Lessor certification.

Attachment to GSA Form 1217 - Line 26

Energy Management $ 6,000
Fire & Life Safety $ 23,600
Tools $ 3,000
Road Maintenance $ 4,000
Door & Floor Maint/Rpr $ 6,500
Pest Control $ 4,000
Gas/Oil $ 1,000
Misc Building Repairs $ 12,000
-------------
TOTAL OTHER $ 60,100
=============

Use or disclosure of information on this page is subject to the restrictions
set forth on the cover page.

EXHIBIT A
SECURITY

GENERAL

Each tower of the building has a perimeter access security system with card
readers and two security guards (one at each entrance) in the lobbies with CCTV
monitoring capability. Employee identifications are scanned at the security
desk. Security cameras monitor each floor elevator lobby.

The main security control room is located in the East Tower and serves both
towers. Both towers are equipped with 24-hour intrusion detection systems,
supplemented by CCTV monitoring of the building and parking entrances.

WEST TOWER West Tower has 6 APC units located in the following telephone
closets: 11N, 7N, 4N, 3S, 2N, 1S.

FLOORS 2-12 HAVE THE FOLLOWING SECURITY:

- Electric magnetic locks secure each lobby double glass door
and HDD Proximity readers controlled by Sensormatic Advanced
Processing Control units

- North and South stairwell doors secured by electric mortise
locks

- Each double glass door is monitored by a CCTV camera

- Video is captured by Panasonic time lapse VCR and 16 camera
MUX processor housed in telephone closet on 1st floor, south
side.

LOBBY & 1ST FLOOR;

- Center stairwell access to 1st floor-electric strike and
proximity reader

- Handicap access door-electric magnetic lock and proximity
reader

- IN/OUT readers at each desk, front and rear

- Rear lobby doors are secured by electric magnetic locks o
Front and rear lobbies are covered by 1 camera each

- Handicap entrance is covered from the outside via 1 CCTV
camera

EAST TOWER: East Tower has 9 APC units located in the following telephone
closets 11S, 1OS, 9S, 7S, 5N, 3S, 2S, 145N, 1N Computer Room.

FLOORS 2, 7, & 12 HAVE THE FOLLOWING SECURITY:

Lessor /s/ [ILLEGIBLE] GOV'T /s/ [ILLEGIBLE]
--------------- ---------------

Exhibit A - Security
Page 1 of 3

- Delayed egress electric magnetic locks securing each lobby
double glass door and HDD Proximity readers

- Center stairwell entrances secured by electric strike locks
and proximity readers

- North and South stairwell doors secured by electric mortise
locks

- Each double glass door is monitored by a CCTV camera

FLOORS 6N & 5N:

- Two entrances secured with electric strikes and proximity
readers

FLOOR 4N

- Main entrance and two entrances to 4N computer room secured
with electric strikes and proximity readers

FLOOR 4S:

- Main entrance, secured with magnetic lock and proximity reader

- South stairwell entrance, electric strike and swipe card
reader

1ST FLOOR AND LOBBY AREA:

- Center stairwell access to 1st floor, electric strike and
proximity reader, handicap access door-electric magnetic lock
and proximity reader

- IN/OUT readers at each desk, front and rear

- Rear lobby doors are secured by electric magnetic locks

- Front and rear lobbies are covered by 3 cameras, and the
handicap entrance is covered from the outside via 1 CCTV
camera

- 1N computer room, 3 entrances, electric strike locks and
proximity readers. Two entrances and main area in room covered
by CCTV cameras

- 1S computer room, electric strike and proximity reader

CONTROL ROOM:

- Access control system, Computer using Ccure 800 software
integrated with Sensormatic Advanced Processing Control Units.
Model 30 on a Dell server

- Three time lapse Panasonic VCR's and three 16 camera MUX
processing units.

PARKING LEVELS:

- CCTV cameras in PI & PII elevator lobbies, 3 cameras covering
loading dock and shipping/receiving area.

- Parking levels covered by 13 cameras.

Lessor /s/ [ILLEGIBLE] GOV'T /s/ [ILLEGIBLE]
--------------- ---------------

Exhibit A - Security
Page 2 of 3

GARAGE:

- The garage has 2 entrances. Main controls are in the booths at
each entrance. They are key controlled Open/Closed and On/Off
switches. Entrance gates and arms are tied into security
system and can be opened via card reader located at each
entrance.

- Exit gates open automatically on vehicle approach via sensor
pads installed at each exit.

- There is a separate garage shuttle elevator serving each tower
accessing the lobby. The loading dock and service corridor are
equipped with security cameras. Additional security cameras
are mounted at the roof parapet.

Lessor /s/ [ILLEGIBLE] GOV'T /s/ [ILLEGIBLE]
--------------- ---------------

Exhibit A - Security
Page 3 of 3

EXHIBIT B

EAST AND WEST FURNITURE INVENTORY

Cubicles Office/Conf
------------------------------------------------ ------------------------------------------------------
Small Med Large
<than Conf Conf Conf
6x6 6x6 6x8 8x8 8x10 8x14 Total Desks Credenza Bookcase Table Table Table Total

West Tower
Floor 1 0 0 0 0 0 0 0 2 0 3 0 0 0 5
Floor 2 0 0 6 52 0 0 58 16 16 16 6 2 1 57
Floor 3 0 0 7 101 0 0 108 18 18 18 5 2 1 62
Floor 4 0 0 7 106 2 0 115 5 5 5 6 2 1 24
Floor 5 0 0 4 95 0 5 104 3 3 3 6 2 1 18
Floor 6 0 0 0 44 7 3 54 9 9 9 1 1 1 30
Floor 7 0 0 0 78 6 5 89 8 8 8 6 2 1 33
Floor 8 0 0 0 54 5 0 59 28 28 28 5 2 1 92
Floor 9 0 0 3 91 1 0 95 6 6 6 5 2 1 26
Floor 10 0 0 7 102 1 0 110 6 6 6 6 2 1 27
Floor 11 0 0 6 102 4 0 112 10 10 10 5 2 1 38
Floor 12 0 0 15 31 1 0 47 14 14 14 4 2 1 49
--- --- ---- --- --- --- --- --- --- --- -- -- -- ---
Total West 0 0 55 856 27 13 951 125 123 126 55 21 11 461
==== === ==== === === === === === === === === == == ===
East Tower
Floor 1 4 0 0 14 1 0 19 3 3 4 1 0 0 11
Floor 2 0 12 96 0 12 2 122 1 1 1 7 0 0 10
Floor 3 0 231 0 0 0 0 231 2 2 2 7 1 0 14
Floor 4 0 106 0 0 0 0 106 0 0 18 3 0 0 4
Floor 5 0 0 40 17 0 0 57 35 35 36 0 0 3 109
Floor 6 0 0 97 0 0 0 97 62 62 63 5 1 2 195
Floor 7 0 0 127 0 16 6 149 1 1 1 16 0 0 19
Floor 8 0 0 6 108 8 5 125 1 1 1 19 0 0 22
Floor 9 0 0 11 94 15 5 125 3 3 3 8 2 1 20
Floor 10 0 0 77 14 17 8 116 2 2 2 2 2 1 11
Floor 11 0 0 157 0 11 1 169 1 1 1 3 2 1 9
Floor 12 0 0 0 54 18 9 81 9 9 9 0 3 1 31
Total East 4 349 611 301 98 34 1,397 120 120 124 71 11 9 455
==== === ==== === === === === === === === === == == ===
East West Total 4 349 666 1,157 125 47 2,348 245 243 250 126 32 20 916
==== === ==== === === === === === === === === == == ===

Seating Other
-------------------------------------------------------- -------------------------------------------------
5-Drawer
Lat Computer Coffee/End Cafeteria
Cubicle Conference Office Side Reception Sofa Total Files Table Table Tables
West Tower
Floor 1 0 0 7 0 5 0 12 0 0 2 10
Floor 2 58 24 16 84 1 0 183 12 0 0 0
Floor 3 108 24 S 110 2 0 249 17 0 1 0
Floor 4 115 24 3 116 0 0 258 24 0 0 0
Floor 5 104 24 9 124 0 0 261 46 0 0 0
Floor 6 54 19 1 106 0 0 180 28 0 0 0
Floor 7 89 24 8 116 0 0 237 0 0 0 0
Floor 8 59 24 28 124 0 0 235 13 0 0 0
Floor 9 95 24 6 149 0 0 274 14 0 0 0
Floor 10 110 24 6 126 0 0 266 47 0 0 0
Floor 11 112 24 10 130 0 0 276 27 0 0 0
Floor 12 47 24 14 61 0 0 146 49 0 0 0
--- --- ---- --- --- --- --- -- --- -- ---
Total West 951 259 113 1,246 8 0 2,577 277 0 3 10
=== ==== === ===== === === === === === === ===
East Tower
Floor 1 19 0 3 6 0 1 29 14 0 2 0
Floor 2 122 26 1 30 0 0 179 0 0 0 0
Floor 3 353 16 2 0 4 0 375 0 0 0 5
Floor 4 109 0 0 0 0 0 109 22 0 0 7
Floor 5 57 36 35 87 2 0 217 37 5 0 0
Floor 6 97 40 62 116 0 0 315 81 5 0 0
Floor 7 149 48 1 46 6 0 250 46 0 3 0
Floor 8 125 54 7 132 0 0 318 36 0 0 0
Floor 9 125 19 3 140 0 0 287 126 0 0 0
Floor 10 116 6 2 66 0 0 190 40 0 0 0
Floor 11 169 9 1 26 0 0 205 63 0 0 0
Floor 12 81 10 9 126 0 0 226 70 0 0 0
Total East 1,522 264 126 775 12 1 2,700 535 10 5 12
===== ==== === ===== === === ===== === == === ===
East West Total 2,473 523 239 2,021 20 1 5,277 812 10 8 22
===== ==== === ===== === === ===== === == === ===

Other
----------------------------------
Cafeteria Conf Rm
Chairs Credenza Total

West Tower
Floor 1 50 0 62
Floor 2 0 1 13
Floor 3 0 1 19
Floor 4 0 1 25
Floor 5 0 1 47
Floor 6 0 1 29
Floor 7 0 1 1
Floor 8 0 1 14
Floor 9 0 1 15
Floor 10 0 1 48
Floor 11 0 1 28
Floor 12 0 1 50
-- -- ---
Total West 50 11 351
== == ===
East Tower
Floor 1 0 0 16
Floor 2 0 1 1
Floor 3 38 0 43
Floor 4 22 0 51
Floor 5 0 2 44
Floor 6 0 2 88
Floor 7 0 0 49
Floor 8 0 0 36
Floor 9 2 1 129
Floor 10 2 1 43
Floor 11 2 1 66
Floor 12 3 1 74
Total East 69 9 640
=== == ===
East West Total 119 20 991
=== == ===
</Table>

EXHIBIT B

iii) QUANTITY, QUALITY AND SUITABILITY OF FURNITURE, IF ANY.

Both the East and West Towers are furnished with a combination
of workstations, office and conference room furniture
including chairs and files.

The West Tower furniture is in good to excellent condition.
There is furniture for approximately 951 workstations, 90% of
which are 8' x 8', and 10% 6' x 8' and 8' x 10', and 115
private offices. The breakdown is 89% open workstations and
11% private office furniture. The 3rd and 12th floor systems
furniture is Knoll Morrison and the office furniture is Knoll
Reff wood product. The executive offices on the 12th floor
will not be furnished. The remaining floors have Kimball Cetra
wood workstations and office furniture. Knoll and Kimball are
leading manufacturers in the commercial office industry. The
Knoll Morrison and Reff and Kimball Cetra are the top of the
line products for each manufacturer.

The Knoll Morrison workstations have neutral fabric panels and
warm gray metal files and trim pieces and plastic laminate
work surfaces. The workstation configuration is typically a
u-shape work surface with overhead shelving and a personal
storage tower, which includes filing and coat storage. The
workstations are ergonomically designed with corner work
surfaces and above work surface power and data outlets. The
majority of panel heights are 54" H.

The Knoll Reff office furniture is modular in design with a
medium wood stain finish. The desk configuration is u-shape
with a "P-top" front work surface for easy conferencing. There
are overhead storage units and tack board above the work
surface.

The Kimball Cetra workstations are a wood furniture system
with neutral fabric panels, plastic laminate file/storage
units and work surfaces. The panels are detailed with medium
finish wood trim pieces. The workstations are ergonomically
designed with corner work surface and above work surface power
and data outlets. The majority of panel heights are 54" H.

The Kimball office furniture is also modular in design with a
light neutral plastic laminate u-shaped work surface and
files. All storage cabinets and files are lockable.

In the East Tower, the workstation and office furniture on the
renovated floors (2nd, 7, 8, 9, 10, 11, 12} is Kimball Cetra.
This furniture is in good to excellent condition. On these
floors, there is furniture for approximately 887 workstations
(53% are 6'x 8'; 30% are 8'x 8'; 17% are 6'x 6'and 8'x 14')
and 18 offices.

The workstation and office furniture is the Kimball Cetra
similar to the West Tower. The remaining floors have a
combination of older Herman Miller AO2 and Steelcase.

Use or disclosure of information on this page is subject to the restrictions
set-forth on the cover page.

SFO DTSA20-03-R-00528 ATTACHMENT #1

RATE STRUCTURE

Building: 601/701 S. 12th Street Term: 10 years firm
---------------------- ---------------

ANSI/BOMA OFFICE AREA SQUARE FEET OFFERED: ALL OFFERED SPACE

1. Base Rate:
$ 25.33
The INITIAL firm term base rate per ANSI/BOMA Officer Area square foot
(BOSF) for the Building Shell (excluding the cost of services and utilities
in line item #2 below).

THE BASE RATE SHALL BE FLAT OVER THE FIRM TERM.

2. The BASE YEAR operating costs per BOSF. This equals
the 27b of the GSA Form 1217 divided by the BOSF offered. $ 5.42
-------

3. Tenant Improvements:

(a) The annual cost to amortize the Tenant Improvements
allowance, such allowance being $40.00 per BOSF $ 4.00
for evaluation. Such amortization is to be
compounded monthly over the term of the lease.

(b) The annual percentage interest rate, compounded 0%
monthly, to be used by the Lessor to amortize the
cost of the Tenant Improvements UP TO $40.00 per
BOSF over the term of the lease.

(c) The annual percentage interest rate, compounded 11%
monthly, to be used by the Lessor to amortize the
cost of the Tenant Improvements above $40.00 per
BOSF over the term of the lease up to $60.00 per
BOSF.

4. The fully serviced lease rate per BOSF for the term $ 34.75* (ASSUMES THE
evaluated on a $40.00 per BOSF Tenant Improvement GOVERNMENT LEASES ENTIRE
allowance. This equals the sum of lines 1, 2, and 3(a) PARKING GARAGE)
above.
* SEE ADDENDUM FOR PHASE I RENT.

5. The number of months of free rent being months without
any payment of base rent, operating expenses, or a $40.00 0 mos.
per BOSF Tenant Improvement Allowance.

6. The lump sum cost per annum for"

(a) Each reserved parking contract in the building's garage $ 0
or surface parking lot.
$ 0
(b) Each non-reserved parking contract in the buildings
garage or surface parking lot. $ 1,230,060**
-------------

Page 1 of 1

Use or disclosure of information on this page is subject to the restrictions set
forth on the cover page.

SFO ATTACHMENT #2
FIRE PROTECTION & LIFE SAFETY EVALUATION

The results of this survey shall be based on an actual walk-through of the
subject premises and review of available construction documents. All building
systems associated with fire protection and/or life safety shall be evaluated
for conformance to the following codes, standards and/or criteria. Any deviance
from the applicable criteria shall be identified and supported by corrective
recommendation(s).

FUNDAMENTAL CODE REQUIREMENTS ARE AS FOLLOWS:

- - The offered building shall be evaluated for compliance with the most
recent edition of The Building Officials & Code Administrators (BOCA)
National Building Code; with the exception that chapter 10 of BOCA
shall be replaced by the entire contents of the most recent edition of
NFPA 101, Life Safety Code. All areas which do not meet the most recent
editions of these criteria shall be identified as to the extent which
they do comply.

AUTOMATIC SPRINKLER REQUIREMENTS ARE AS FOLLOWS:

- - Where at least 35,000 square feet, any portion of which is on or above
the 6th floor, is offered to the government for lease, the entire
building must be provided with automatic sprinkler protection or an
equivalent level of safety.

- - All floors on which the Government occupies below grade space,
regardless of the amount, must be sprinklered (including garage areas
offered for lease by the Government).

- - All hazardous areas, as defined by NFPA 101, Life Safety Code, shall be
protected throughout by automatic sprinklers.

- - Where acceptable to the local authority having jurisdiction, chained
and locked sprinkler control valves are an acceptable alternative to
electronic supervision.

- - All buildings utilizing Central Sprinkler Company's Omega line of
sprinkler heads shall be identified; including: model, location(s), #
of heads, approximate age, etc.

EGRESS REQUIREMENTS ARE AS FOLLOWS:

- - Scissor stairs are considered to be a single stair by GSA criteria.

- - Exits must be remotely located by 1/2 of the maximum diagonal dimension
of the building floor, or space; for non-sprinklered buildings. For
completely sprinklered buildings in Maryland, the exits are required to
be remotely located by 1/3 the maximum diagonal dimension (per NFPA
101). For completely sprinklered buildings in Washington, DC and
Virginia, the exits are required to be remotely located by 1/4 the
maximum diagonal dimension (per BOCA).

ALL OF THE FOLLOWING ITEMS MUST BE PROVIDED WITH THE BUILDING FIRE PROTECTION &
LIFE SAFETY EVALUATION BEFORE BEING ACCEPTABLE FOR REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE:

- - Completed SFO Attachment #4 with supplemental building information.

- - Findings, recommended corrective action and section-specific code
and/or criteria references. Reports for buildings in which no
deficiencies are identified shall state such in an explicit statement
located in the "findings & recommendations" portion of the report.
(Specific GSA criteria, noted above, does not require listing of a
section.)

- - "Statement of Fire Protection Engineer", with an affixed Professional
Engineering stamp or seal, signed and dated by the fire protection
engineer who conducted the survey and completed the report.

- - "Offeror Statement of Correction" signed and dated by the offerer or
designated representative.

- - Initial of fire protection engineer and offerer, or designated
representative on each page of the completed SFO attachment #4 and its
supplemental information.

This form (in Microsoft Word 6.0 format) can be obtained by bringing a 3-1/2"
pre-formatted (IBM) diskette to:

GENERAL SERVICES ADMINISTRATION
SAFETY AND ENVIRONMENT BRANCH (WPMOX)
NATIONAL CAPITAL REGION, ROOM 2080
7TH & D STREETS, SW
WASHINGTON, DC 20407

SFO ATTACHMENT #2
FIRE PROTECTION & LIFE SAFETY EVALUATION

The offerer represents and agrees, as part of its offer, that the proposed
space/building is as described below and contains the identified features and
devices. THIS EVALUATION WILL BE MADE BY BOTH THE OFFEROR AND A REGISTERED FIRE
PROTECTION ENGINEER. THE FIRE PROTECTION ENGINEER'S OFFICIAL STAMP (PROFESSIONAL
LICENSE) MUST BE PLACED ON THE EVALUATION. Should this form not provide
sufficient space to respond adequately to any question, additional pages should
be attached.

BUILDING NAME: Worldcom PCY 2

BUILDING ADDRESS: 601 South 12th Street, Arlington, VA 22202

HEIGHT and # of STORIES: -157 feet, 12 stories

(Model Building Code)

PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS: YES NO

The building electrical system appears to comply with the National Electrical X
Code in that there are no obvious deficiencies (e.g. temporary wiring, use of
extension cords, deteriorated equipment, missing equipment, etc.). If potential
problems are noted, describe on an attached sheet.

THE FOLLOWING ITEMS ARE LOCATED IN THE SUBJECT BUILDING:

Laboratories X
Firing Ranges X
Parking Garages (unsprinklered) X
Print Shops (unsprinklered) X

BUILDING EXITS HAVE THE FOLLOWING FEATURES:

There are at least two exits from each floor (scissor stairs count as only
one exit). X

Exits are remote in accordance with the requirements of NFPA 101. X

Travel distance to exits are in accordance with the requirements of NFPA 101. X

All exits discharge in accordance with the latest version of NFPA 101 or BOCA, National X
Building Code.

Exit access is at least 44 inches wide. X

Dead ends and common paths of travel are in accordance with the latest version
of NFPA 101. X

A FIRE ALARM IS REQUIRED FOR THIS OCCUPANCY TYPE BY NFPA 101 OR BOCA.

A fire alarm system is provided in accordance with NFPA 72. X

Manual evacuation alarm sounds in building. X

Alarm is transmitted to a listed central station or local fire department. X

Battery back-up power is provided for the fire alarm system in accordance
with NFPA 72. X

PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS: YES NO

THE BUILDING HAS THE FOLLOWING FIRE SUPPRESSION FEATURES:

The building is fully sprinklered. Note: If the answer to this question is "no" X
please identify areas of partial sprinkler protection, if any, on an attached
sheet. Note specifically if hazardous areas are sprinklered or not and whether
below grade space that is occupied is sprinklered or not.

Automatic sprinkler protection is provided throughout the occupied levels for X
space offered below grade.

Central Sprinkler Company's Omega line of sprinklers are installed in the X
building (describe location(s), model(s), no. of sprinklers, date installed,
etc. on additional sheet).

A standpipe system is required for this occupancy type by the Model
Building Code. X

A standpipe system is provided in the building in accordance with the Model
Building Code. X

Portable fire extinguishers are present in adequate size, spacing and location;
and have a current inspection certificate and maintenance contract in
accordance with NFPA 10. X

EXIT HARDWARE AND DOORS HAVE THE FOLLOWING FEATURES:

Exit doors swing in the direction of exit travel; where required by code. X

All fire doors are self-closing or automatic-closing; and self-latching. X

All fire doors are in proper working order. X

Exit doors require one action to open (e.g. no locks, locked during unoccupied
periods only). X
Note: Special locking arrangements may be permitted if allowed under local
jurisdiction.

EXIT AND EMERGENCY LIGHTING SYSTEMS HAVE THE FOLLOWING FEATURES:

Illuminated exit signs are provided in accordance with NFPA 101. X

Emergency lighting is provided along exit paths in accordance with NFPA 101. X

Emergency power is provided for emergency lights and exit signs. X

INTERIOR FINISHES HAVE THE FOLLOWING CHARACTERISTICS:

Interior finish for ceilings, walls, and floors, are installed without obvious X
deficiencies (e.g. no cork board, no carpet on walls, no cellular plastic
finishes, etc.). If potential problems are noted, describe on an attached
sheet.

ELEVATORS HAVE THE FOLLOWING FEATURES:

Elevators have a current certificate of elevator inspection from the local
jurisdiction. X

Elevators are equipped with telephones or other two-way emergency signaling X
systems connected to an emergency communication location manned during normal
working hours when the elevators are in service.

Elevators are automatically recalled by smoke detectors located in elevator
lobbies and machine rooms. X

Elevator recalls to an alternate level when activated by primary level smoke
detector.

Firemen's capture feature is provided. X

FOR SPACE OFFERED ON OR ABOVE THE 6TH FLOOR (GREATER THAN 75' ABOVE THE LOWEST LEVEL OF FIRE DEPARTMENT VEHICLE ACCESS):

Automatic sprinkler protection is provided for all floors of the building where
the government leases 35,000 square feet or more, in the building, in total.
See the cover page. X

GENERAL BUILDING INFORMATION

ON AN ATTACHED SHEET, PLEASE RESPOND TO EACH OF THE FOLLOWING BUILDING FEATURES;
AS THEY APPLY TO THE OFFERED BUILDING. IDENTIFY EACH RESPONSE BY A NUMBER
CORRESPONDING TO THE ITEMS BELOW. RESPOND "N/A" FOR ITEMS WHICH ARE NOT
APPLICABLE. RESPOND "NONE" FOR ITEMS WHICH DO NOT EXIST IN THE BUILDING.

1) # Stories above grade:

2) # Stories below grade:

3) Floors offered to government:

4) Height of highest offered floor above lowest level of fire department
vehicle access (in feet):

5) Types of occupancies on each floor. Indicate all of other than business
occupancy.

6) Approximate gross area of typical floor (identify atypical floors
individually):

7) Describe construction type (fire resistive, unprotected non-combustible,
ordinary, wood frame, heavy timber) & NFPA 220 classification for floors,
walls, columns, and roof.

8) Describe fire-rated subdivision of building floors (including stairs,
tenant separation, mechanical rooms, etc.)

9) Describe any smoke detectors with attention to the following:

a) locations.

b) appropriate type?

c) control equipment location.

d) control equipment manufacturer.

e) connection to building fire alarm system.

10) Describe any heat detectors with attention to the following:

a) locations.

b) appropriate type?

c) control equipment location.

d) control equipment manufacturer.

e) connection to building fire alarm.

11) Describe any other fire detectors with attention to the following:

a) locations.

b) appropriate type?

c) control equipment location.

d) control equipment manufacturer.

e) connection to building fire alarm system.

12) Describe emergency lighting:

a) type.

b) location.

c) secondary source(s) of power.

13) Describe exit signs:

a) type.

b) location.

c) secondary source(s) of power.

14) Describe emergency generator:

a) power source(s).

b) capacity.

c) location.

d) connected building systems.

15) Describe the fire suppression system(s) with attention to the following:

a) sprinkler-location(s).

b) waterflow alarm(s)-type and location.

c) control valves-type and typical location.

d) valve tamper switches-type and adequacy.

e) standpipe-riser size, location and number.

f) location(s) and manufacturer/model of fixed CO(2), dry chemical,
and/or clean-agent fire suppression systems.

g) water supply-type, size, arrangement, etc.

h) supply static pressure (psi),

i) fire pump data:

i. UL listed for fire pump service?

ii. separate controller for jockey pump?

iii. NFPA 20 compliant?

iv. rated capacity (gpm).

v. rated net pressure (psi).

vi. primary power supply.

vii. secondary power supply.

viii. manufacturer

j) compliance to testing & maintenance required by NFPA 25.

16) Describe the communications system with attention to the following:

a) type of fire alarm system:

i. hardwired, multiplex, analog, etc.

ii. location.

iii. manufacturer/model.

iv. operating voltage.

b) central station (company name).

c) emergency telephone system.

d) secondary power source.

e) control panel information.

f) manual station locations.

g) type of alarm indicating appliances (visual and/or audible) and
locations.

h) notification system (entire building, floor above & below, etc.).

i) type of devices that sound evacuation alarm (list all types).

j) system interfaces with? (elevators, smoke control, electric door
locks, HVAC, etc.).

k) compliance to testing & maintenance required by NFPA 72.

17) Describe the building's means of egress (NFPA 101):

a) number of exits per floor.

b) points of discharge for each exit.

c) capacity of each exit.

d) occupant load per floor.

e) remoteness of exits:

i. maximum diagonal dimension of typical floor (identify for others
if different than that of typical floors).

ii. exit door separation.

iii. how is distance measured (straight line or along rated exit
access corridor).

f) exit access-width, fire resistance rating, arrangement.

g) exit stair enclosure.

h) exit discharge protection.

i) exit dimensions - width, tread, riser.

j) handrails (presence, stability, height above tread, graspability,
etc.).

k) dead ends.

l) common paths of travel.

m) vertical openings (open stairs, atriums, escalators, etc.).

n) penetrations of exit enclosures not related to the function of the
exit.

o) exit stairway pressurization, if any.

STATEMENT OF FIRE PROTECTION ENGINEER (FPE)

I hereby attest that I have performed a full inspection of the subject premises;
and that the above information is complete and accurate to the best of my
knowledge. I have initialed at the bottom of each page in the space marked
"FPE". My official stamp, professional license information, and signature are
affixed below.

I HAVE INCLUDED FINDINGS, RECOMMENDED CORRECTIVE ACTION, AND MADE SPECIFIC
REFERENCES TO THE APPLICABLE CODE SECTIONS AS AN ATTACHMENT TO THIS REPORT. SUCH
FINDINGS SPECIFICALLY IDENTIFY INSTANCES WHERE THE BUILDING DOES NOT COMPLY WITH
THE SPECIFIED CRITERIA, AND RECOMMENDATIONS HAVE BEEN MADE IN ORDER TO RECTIFY
THE SITUATION AND ASSURE SUBSTANTIAL COMPLIANCE OF THE BUILDING TO ALL
APPLICABLE CRITERIA.

(IF NO DEFICIENCIES WERE IDENTIFIED, DURING THE SURVEY, PLEASE EXPLICITLY STATE
SO IN THE FINDINGS AND RECOMMENDATIONS PORTION OF THE REPORT]

Signature: /s/ Francis A. Hauf Date: 10/28/02
------------------------------------------ ---------------------

Printed Name: Francis A. Hauf, P.E.
--------------------------------------

Name of Firm: Hauf Consulting & Construction Phone #: (410) 686-7950
-------------------------------------- ----------------
Management, LLC
--------------------------------------

License Number: #036252
- -------------------------

Stamp Here: [COMMONWEALTH OF VIRGINIA PROFESSIONAL ENGINEER
SEAL OF FRANCIS ANDREW HAUF No. 036252]

OFFEROR'S STATEMENT OF CORRECTION

In the event any of the offered space does not meet the above criteria, the
offeror shall attach a sheet describing the exact nature of the deficiency, and
the offeror shall attest below that all work required to bring the offered space
into full compliance with all applicable criteria will be completed at the
offeror's sole cost and expense prior to the Government's acceptance of the
offered space under the terms of any prospective lease agreement.

NOTE: SURVEYS SUBMITTED WITHOUT THE FPE'S FINDINGS, RECOMMENDED CORRECTIVE
ACTIONS AND CODE REFERENCES WILL BE RETURNED WITHOUT REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE.

Signature: /s/ John S. Dubel Date: 12/11/02
------------------------------------------ ---------------------

Printed Name: John S. Dubel
---------------------------------------
Title: Chief Financial Officer
----------------------------------------------

Name of Firm: MCI WorldCom Network Services, Inc.
---------------------------------------

GENERAL BUILDING INFORMATION

1) # Stories above grade 13

2) # Stories below grade 2

3) Floors offered to the government ALL

4) Height of highest offered floor above lowest level of 80.5 feet
fire department vehicle access (in feet):

5) Types of occupancies on each floor. Indicate all of Storage S-2, Parking Levels
other than business occupancy.

6) Approximate gross area of typical floor (identify P1 & P2=103,650 ft(2) total, 1 thru 12 = 48,600 ft(2),
atypical floors individually): Penthouse 4,960 ft(2), Elevator Machine Room = 952 ft(2)

7) Describe construction type (fire resistive, Type 2A (Modified from Type 1B)
unprotected non-combustible, ordinary, wood frame, per BOCA table 403.3.3.1
heavy timber) & NFPA 220 classifications for floors, Construction Type II (222) per NFPA 220
walls, columns and roof. Reinforced concrete floors

8) Describe fire-rated subdivision of building floors Stairs are 2 hour rated walls with 1-1/2 hour rated doors.
(including stairs, tenant separation, mechanical room, No tenant separations are provided. Tenant separations are
etc.) required by code to be 1 hour rated with 20 min. doors or
equal. Mechanical rooms are separated with 1 hour
construction.
9) Smoke detectors

a) Locations Lobby, Freight Elevator Lobby, Mechanical Rooms,
Telephone Rooms, Control Rooms, LAN Communication
Rooms, Elevator Machine Room, with plenum smoke
detectors in return duct work.

b) Type New addressable ion

c) Control Equipment Location Main fire alarm control panel

d) Control Equipment Manufacturer Edwards (new), Gamewell (existing)

e) Connection to building fire alarm system This is the building fire alarm system

10) Heat detectors

a) Locations Generator rooms and old electric closets that have not
been renovated.

b) Type Fixed temperature

c) Control Equipment Location Main fire alarm control panel

d) Control Equipment Manufacturer Edwards (new), Gamewell (existing)

e) Connection to building's fire alarm system This is the building fire alarm system

11) Other fire detectors: None

12) Describe emergency lighting:

a) Type Battery backup in stairs and bathrooms. Every 3rd or 4th
light on a separate circuit.

b) Location Stairwells, Bathrooms, throughout floors

c) secondary source(s) of power Generator backup

13) Describe exit signs:

a) Type Standard internal back-lit consisting of red lettering,
properly sized, LED

b) Location Stairwells, elevator lobby, interior corridors of each wing

c) Secondary sources of power Emergency backup generator

14) Describe emergency generator:

a) Power sources 2 Diesel engines

b) Capacity Both 1000 KW

c) Location One on P1 level loading dock, second on north end P2 level
under loading dock

d) Connected building systems P1 level generator covers life safety and a few computer
rooms. P2 level generator covers computer rooms.

15) Describe the fire suppression system with attention to the following:

a) Sprinkler locations Incoming water supply from Hayes St. (south side) P1
level called P2 pump room. The building is entirely sprinklered.
Areas subject to freezing (garage) are protected by
separate dry pipe sprinkler systems (4 zones 4" sized).

All other portions of the building are protected by a wet
pipe sprinkler system.

b) Waterflow alarm - type and location Waterflow alarms consist of:
pressure type devices on each of the dry pipe risers located
in the fire pump room.

Paddle type devices on each floor zone fed by the wet system -
located in stairs 2 and 3.

Stair 1 on the elevator machine room level above 12th

c) Control valves - type and typical location Control valves in the fire pump room are O.S.&Y., except
for the jockey pump valves. The fire pump valves include: 1 on the
city supply and 2 on the fire pump piping. 1 on test header, 2 on
the jockey pump piping, 1 on each of the 4 dry pipe risers.
Additional control valves are provided for floor zones. All floor
zone assemblies are provided in stair 2 and 3, except for the
elevator machine room level above the 12th floor, which is served
by stair 1.

d) Valve tamper switches-type & adequacy Adequate valve tamper switches are provided on all control valves.
O.S.& Y. have external tamper switch and butterfly valves have
internal switches.

e) Standpipe riser size, location and number. Stair 1 has a 4" riser. Stairs 2 & 3 have 4" combined standpipe
risers.

f) Locations and manufacturers of fixed CO(2) dry None
chemical and/or clean-agent fire suppression
systems.

g) Water supply type, size and arrangement The water is supplied from the local water authorities system. An 8
inch incoming to 6 inch line in pump room.

h) Supply static pressure 85 psi

i) Fire pump data

i. UL Listed Yes

ii. Separate controller for jockey pump Yes

iii. NFPA 20 compliant Yes

iv. Rated Capacity (gpm) 1000

v. Rated net pressure (psi) 100

vi. Primary power supply Diesel

vii. Secondary power supply

viii. Manufacturer Patterson Pump

j) Compliance to testing & maintenance required by Yes
NFPA 25

16) Describe the communications system with attention to the following:

a) Type of fire alarm system

i. hardwired, multiplex, analog, etc Edwards (new) addressable; Gamewell (existing)
hardwired

ii. location First floor rear lobby

iii. manufacturer/model Edwards (new - protects renovated floors) Gamewell (existing -
monitors floors that were not renovated, sends to monitoring
system.) Both new and existing systems have voice and public
address notification. The new system is interconnected to the
existing system for alarm, trouble and supervisory conditions.

iv. operating voltage 120 volts to system, 24 volts device

b) Central Station (company Name) Wells Fargo Alarm (Borg-Warner Security)

c) Emergency telephone system Yes, located in elevators, elevator lobbies and stairs

d) Secondary power source Battery and generator (new), generator (existing)

e) Control panel information Edwards (new), Gamewell (existing)

f) Manual station locations Pull stations are located by stair entrances and by exterior exit
doors on all floors, including garage levels and loading dock area.

g) Type of alarm indicating appliances (visual Strobes are located in renovated areas. Speakers are
and/or audible) and locations located throughout the entire building.

h) Notification system (entire building, floor above & A high-rise package containing a pre-recorded message
below, etc.) sounds on the fire floor, floor above and floor below for
the 1st alarm. A 2nd alarm sounds for the entire building.

i) Type of devices that sound evacuation alarm Smoke detectors, heat detectors and pull stations.

j) System interfaces (elevators, smoke control, Elevator recall, no shunt trip. Stairwell pressurization on
electric door locks, HVAC, etc.) general building alarm. Electric door locks main lobby 1st
floor. Special locking arrangements on stairwell doors with
controlled tenant access locking arrangements (both code
compliant). HVAC shuts down on duct detector activation (old
floors) and general alarm per floor (new floors).

k) Compliance to testing and maintenance No. Needs to be scheduled.
required by NFPA 72

17) Describe building's means of egress (NFPA 101)

a) Number of exits per floor Three exit stairs are provided per floor (P1 and P2 levels, 1st
through 12th floors). Elevator Machine Room on 13th floor has
center stair access only.

b) Points of discharge for each exit North wing exits on 1st floor through hallway. Center exits to
lobby and then to 12th Street side. South wing exits on 1st floor
through hallway.

c) Capacity of each exit Center Stair: 44" clear stair width/0.2"/person = 220, 35-1/4" door
provides 33-1/4" clear width/0.15"/person = 221 [Since the stair's
capacity is less than the door's, the exit capacity of the Center
Stair is 220]

Stair 2: 44" clear stair width/0.2"/person = 220, 35-1/4" door
provides 33-1/4" clear width/0.15"/person = 221 [Since the stair's
capacity is less than the door's, the exit capacity of Stair 2 is
220]

Stair 3: 44" clear stair width/0.2"/person = 220, 35-1/4" door
provides 33-1/4" clear width/0.15"/person = 221 [Since the stair's
capacity is less than the door's, the exit capacity of Stair 3 is
220]

Main lobby to 12th Street has 2 double doors of 70" clear width
(2x70=140"/0.15"/person = 933 people). Rear lobby has a set of double
doors of 58" clear width/0.15"/person = 387 people

d) Occupant load per floor 193 people typical

e) Remoteness of exits

i. Maximum diagonal dimension of typical 280 feet
floor

ii. Exit door separation 140 feet

iii. How is distance measured? straight line

f) Exit access width, fire resistance rating, Stairs 2 and 3 are in open office areas, with 5 feet exit
arrangement access width. Stair 1 is served by a corridor.

g) Exit stair enclosure Stairs 2 and 3 are 2 hour rated. Center stair exits
through lobby.

h) Exit discharge protection Stairs 2 and 3 have 2 hour rated exit passageways. Center stair
exits through lobby.

i) Exit dimensions Center Stair: 44" width, 9" run, 8" rise
Stair 2: 44" width, 9-1/4" run, 7-3/4" rise
Stair 3: 44" width, 9-1/4" run, 7-3/4" rise

j) Handrails Handrails are provided on all stairs, mounted 32" above
tread with proper graspability. (~1-3/4" pipe)

k) Dead ends None

1) Common paths of travel None

m) Vertical openings (open stairs, atriums, No escalators. Atrium 1st floor to 12th floor outside front.
escalators, etc.)

n) Penetrations of exit enclosure not related to the None
function of the exit

o) Exit Stairway Pressurization Stairwell pressurization is provided on all stairs. The system
activates on any fire alarm signal or the control switches in the
Fire Alarm Control Room.

FINDINGS WITH RECOMMENDED CORRECTIVE ACTIONS WITH SPECIFIC CODE REFERENCES

BUILDING CONSTRUCTION TYPE AND REQUIRED FIRE RESISTANCE RATED CONSTRUCTION

1. None

FIRE ALARM SYSTEM

NOTED DEFICIENCIES

1. The fire alarm detection system on the unrenovated 3rd, 4th, 5th
and 6th floors must be modified under the next tenant fit-out.
All existing initiation devices on the old fire alarm panel are
to be replaced by new initiation devices on the new system.

2. No current annual inspection or test has been performed.

RECOMMENDED CORRECTIVE ACTION:

1. Ensure future renovations match the standard of care established
under the phased fire alarm system upgrade. A/E design and
renovation of space is best suited for pricing work. (Estimate
range of $1,200 - $6,000/ per floor.)

2. Perform annual inspection and test. ~$600

MEANS OF EGRESS, EXIT STAIRS AND DISCHARGE PASSAGEWAYS

1. None

EMERGENCY LIGHTS AND EXIT SIGNS

NOTED DEFICIENCIES

1. The exit sign inside the south stair, on the ground floor, is
malfunctioning.

RECOMMENDED CORRECTIVE ACTION:

1. Repair/replace. $50.00 - $250.00

FIRE SUPPRESSION

NOTED DEFICIENCIES

1. No current records of fire pump inspection and test forms. Fire
extinguishers are not tagged.

RECOMMENDED CORRECTIVE ACTION:

1. Perform annual fire suppression systems inspections, tests and
service. ~$3,000 to $4,000

SFO ATTACHMENTS #2
FIRE PROTECTION & LIFE SAFETY EVALUATION

The results of this survey shall be based on an actual walk-through of the
subject premises and review of available construction documents. All building
systems, associated with fire protection and/or life safety, shall be evaluated
for conformance to the following codes, standards and/or criteria. Any deviance
from the applicable criteria shall be identified and supported by corrective
recommendation(s).

FUNDAMENTAL CODE REQUIREMENTS ARE AS FOLLOWS:

AUTOMATIC SPRINKLER REQUIREMENTS ARE AS FOLLOWS:

- - All floors on which the Government occupies below grade space,
regardless of the amount, must be sprinklered (including garage areas
offered for lease by the Government).

- - All hazardous areas, as defined by NFPA 101, Life Safety Code, shall be
protected throughout by automatic sprinklers.

- - Where acceptable to the local authority having jurisdiction, chained
and locked sprinkler control valves are an acceptable alternative to
electronic supervision.

- - All buildings utilizing Central Sprinkler Company's Omega line of
sprinkler heads shall be identified; including: model, location(s),
# of heads, approximate age, etc.

EGRESS REQUIREMENTS ARE AS FOLLOWS:

- - Scissor stairs are considered to be a single stair by GSA criteria.

- - Exits must be remotely located by 1/2 of the maximum diagonal dimension
of the building floor, or space; for non-sprinklered buildings. For
completely sprinklered buildings in Maryland, the exits are required to
be remotely located by 1/3 the maximum diagonal dimension (per NFPA
101). For completely sprinklered; buildings in Washington, DC and
Virginia, the exits are required to be remotely located by 1/4 the
maximum diagonal dimension (per BOCA).

ALL OF THE FOLLOWING ITEMS MUST BE PROVIDED WITH THE BUILDING FIRE PROTECTION &
LIFE SAFETY EVALUATION BEFORE BEING ACCEPTABLE FOR REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE:

- - Completed SFO Attachment #4 with supplemental building information.

- - Findings, recommended corrective action and section-specific code
and/or criteria references. Reports for buildings in which no
deficiencies are identified shall state such in an explicit statement
located in the "findings & recommendations portion of the report.
(Specific GSA criteria, noted above, does not require listing of a
section.)

- - "Offerer Statement of Correction" signed and dated by the offerer or
designated representative.

- - Initial of fire protection engineer and offeror, or designated
representative, on each page of the completed SFO attachment #4 and its
supplemental information.

This form (in Microsoft Word 6.0 format) can be obtained by bringing a 3-1/2"
pre-formatted (IBM) diskette to:

GENERAL SERVICES ADMINISTRATION
SAFETY AND ENVIRONMENT BRANCH (WPMOX)
NATIONAL CAPITAL REGION, ROOM 2080
7TH & D STREETS, SW
WASHINGTON, DC 20407

SFO ATTACHMENT #2

FIRE PROTECTION & LIFE SAFETY EVALUATION

The offeror represents and agrees, as part of its offer, that the proposed
space/building is as described below and contains the identified features and
devices. THIS EVALUATION WILL BE MADE BY BOTH THE OFFEROR AND A REGISTERED FIRE
PROTECTION ENGINEER. THE FIRE PROTECTION ENGINEER'S OFFICIAL STAMP (PROFESSIONAL
LICENSE) MUST BE PLACED ON THE EVALUATION. Should this form not provide
sufficient space to respond adequately to any question, additional pages should
be attached.

BUILDING NAME: WORLDCOM PCY 1

BUILDING ADDRESS: 701 SOUTH 12TH STREET, ARLINGTON, VA 22202

Height and # OF STORIES: - 157 FEET, 12 STORIES

(MODEL BUILDING CODE)

PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS: YES NO
--- ---

The building electrical system appears to comply with the National Electrical Code in that there X
are no obvious deficiencies (e.g. temporary wiring, use of extension cords, deteriorated equipment,
missing equipment, etc.). If potential problems are noted, describe on an attached sheet.

THE FOLLOWING ITEMS ARE LOCATED IN THE SUBJECT BUILDING:

LABORATORIES X

FIRING RANGES X

PARKING GARAGES (UNSPRINKLERED) X

PRINT SHOPS (UNSPRINKLERED) X

BUILDING EXITS HAVE THE FOLLOWING FEATURES:

There are at least two exits from each floor (SCISSOR STAIRS COUNT AS ONLY ONE EXIT). X

Exits are remote in accordance with the requirements of NFPA 101. X

Travel distance to exits are in accordance with the requirements of NFPA 101. X

All exits discharge in accordance with the latest version of NFPA 101 OR BOCA, National Building Code. X

Exit access is at least 44 inches wide. X

Dead ends and common paths of travel are in accordance with the latest version of NFPA 101. X

A FIRE ALARM IS REQUIRED FOR THIS OCCUPANCY TYPE BY NFPA 101 OR BOCA.

A fire alarm system is provided in accordance with NFPA 72. X

Manual evacuation alarm sounds in building. X

Alarm is transmitted to a listed central station or local fire department. X

Battery back-up power is provided for the fire alarm system in accordance with NFPA 72. X

PLEASE ANSWER "YES" OR "NO" TO THE FOLLOWING QUESTIONS: YES NO
--- ---

THE BUILDING HAS THE FOLLOWING FIRE SUPPRESSION FEATURES:

The building is fully sprinklered. Note: If the answer to this question is "no" please identify areas X
of partial sprinkler protection, if any, on an attached sheet. Note specifically if hazardous areas are
sprinklered or not and whether below grade space that is occupied is sprinklered or not.

Automatic sprinkler protection is provided throughout the occupied levels for space offered below X
grade.

Central Sprinkler Company's Omega line of sprinklers are installed in the building (describe X
location(s), model(s), no. of sprinklers, date installed, etc. on additional sheet).

A standpipe system is required for this occupancy type by the Model Building Code. X

A standpipe system is provided in the building in accordance with the Model Building Code. X

Portable fire extinguishers are present in adequate size, spacing and location; and have a current X
inspection certificate and maintenance contract in accordance with NFPA 10.

EXIT HARDWARE AND DOORS HAVE THE FOLLOWING FEATURES:

Exit doors swing in the direction of exit travel; where required by code. X

All fire doors are self-closing or automatic-closing; and self-latching. see comment

All fire doors are in proper working order. see comment

Exit doors require one action to open (e.g. no locks, locked during unoccupied periods only). X
Note: Special locking arrangements may be permitted if allowed under local jurisdiction.

EXIT AND EMERGENCY LIGHTING SYSTEMS HAVE THE FOLLOWING FEATURES:

Illuminated exit signs are provided in accordance with NFPA 101. X

Emergency lighting is provided along exit paths in accordance with NFPA 101. X

Emergency power is provided for emergency lights and exit signs. X

INTERIOR FINISHES HAVE THE FOLLOWING CHARACTERISTICS:

Interior finish for ceilings, walls, and floors, are installed without obvious deficiencies (e.g. no X
cork board, no carpet on walls, no cellular plastic finishes, etc.). If potential problems are noted,
describe on an attached sheet.

ELEVATORS HAVE THE FOLLOWING FEATURES:

Elevators have a current certificate of elevator inspection from the local jurisdiction. X

Elevators are equipped with telephones or other two-way emergency signaling systems connected to an X
emergency communication location manned during normal working hours when the elevators are in service.

Elevators are automatically recalled by smoke detectors located in elevator lobbies and machine rooms. X

Elevator recalls to an alternate level when activated by primary level smoke detector. X

Firemen's capture feature is provided. X

FOR SPACE OFFERED ON OR ABOVE THE 6TH FLOOR (GREATER THAN 75' ABOVE THE LOWEST LEVEL OF FIRE DEPARTMENT VEHICLE ACCESS):

Automatic sprinkler protection is provided for all floors of the building where the government leases X
35,000 square feet or more, in the building, in total. See the cover page.

GENERAL BUILDING INFORMATION

1) # Stories above grade:

2) # Stories below grade:

3) Floors offered to government:

4) Height of highest offered floor above lowest level of fire department vehicle
access (in feet):

5) Types of occupancies on each floor. Indicate all of other than business
occupancy.

6) Approximate gross area of typical floor (identify atypical floors
individually):

7) Describe construction type (fire resistive, unprotected non-combustible,
ordinary, wood frame, heavy timber) & NFPA 220 classification for floors,
walls, columns, and roof.

8) Describe fire-rated subdivision of building floors (including stairs, tenant
separation, mechanical rooms, etc.)

9) Describe any smoke detectors with attention to the following:
a) locations.
b) appropriate type?
c) control equipment location
d) control equipment manufacturer.
e) connection to building fire alarm system.

10) Describe any heat detectors with attention to the following:
a) locations
b) appropriate type?
c) control equipment location
d) control equipment manufacturer
e) connection to building fire alarm

11) Describe any other fire detectors with attention to the
following:
a) locations.
b) appropriate type?
c) control equipment location.
d) control equipment manufacturer.
e) connection to building fire alarm system

12) Describe emergency lighting:
a) type.
b) location.
c) secondary source(s) of power.

13) Describe exit signs:
a) type.
b) location.
c) secondary source(s) of power.

14) Describe emergency generator:
a) power source(s).
b) capacity.
c) location.
d) connected building systems.

15) Describe the fire suppression system(s) with attention to
the following:
a) sprinkler-location(s).
b) waterflow alarm(s)-type and location,
c) control valves-type and typical location.
d) valve tamper switches-type and adequacy.
e) standpipe-riser size, location and number.
f) location(s) and manufacturer/model of fixed C02,
dry chemical, and/or clean-agent fire suppression
systems.
g) water supply-type, size, arrangement, etc.
h) supply static pressure (psi).
i) fire pump data:
i. UL listed for fire pump service?
ii. separate controller for jockey pump?
iii. NFPA 20 compliant?
iv. rated capacity (gpm).
v. rated net pressure (psi).
vi. primary power supply.
vii. secondary power supply.
viii. manufacturer
j) compliance to testing & maintenance required by
NFPA 25.

16) Describe the communications system with attention to the following:
a) type of fire alarm system:
i. hardwired, multiplex, analog, etc.
ii. location.
iii. manufacturer/model.
iv. operating voltage.
b) central station (company name).
c) emergency telephone system.
d) secondary power source.
e) control panel information.
f) manual station locations.
g) type of alarm indicating appliances (visual and/or audible)
and locations.
h) notification system (entire building, floor above & below, etc.).
i) type of devices that sound evacuation alarm (list all types).
j) system interfaces with? (elevators, smoke control, electric
door locks, HVAC, etc.).
k) compliance to testing & maintenance required by NFPA 72.

17) Describe the building's means of egress (NFPA 101):
a) number of exits per floor.
b) points of discharge for each exit.
c) capacity of each exit,
d) occupant load per floor.
e) remoteness of exits:
i. maximum diagonal dimension of typical floor (identify for
others if different than that of typical floors).
ii. exit door separation.
iii. how is distance measured (straight line or along rated exit
access corridor).
f) exit access-width, fire resistance rating, arrangement.
g) exit stair enclosure.
h) exit discharge protection,
i) exit dimensions - width, tread, riser.
j) handrails (presence, stability, height above tread,
graspability, etc.).
k) dead ends.
l) common paths of travel.
m) vertical openings (open stairs, atriums, escalators, etc.).
n) penetrations of exit enclosures not related to the function of
the exit.
o) exit stairway pressurization, if any.
p)

STATEMENT OF FIRE PROTECTION ENGINEER (FPE)

I HEREBY ATTEST THAT I HAVE PERFORMED A FULL INSPECTION OF THE SUBJECT PREMISES;
AND THAT THE ABOVE INFORMATION IS COMPLETE AND ACCURATE TO THE BEST OF MY
KNOWLEDGE. I HAVE INITIALED AT THE BOTTOM OF EACH PAGE IN THE SPACE MARKED
"FPE". MY OFFICIAL STAMP, PROFESSIONAL LICENSE INFORMATION, AND SIGNATURE ARE
AFFIXED BELOW.

(IF NO DEFICIENCIES WERE IDENTIFIED, DURING THE SURVEY, PLEASE EXPLICITLY STATE
SO IN THE FINDINGS AND RECOMMENDATIONS PORTION OF THE REPORT}

Signature: /s/ Francis A. Hauf Date: 10/28/02
------------------------------------------ ----------------

Printed Name: Francis A. Hauf, P.E.

Name of Firm: Hauf Consulting & Construction
Management, LLC Phone #:(410) 688-7950

LICENSE Number: #036252

STAMP HERE: [SEAL]

OFFEROR'S STATEMENT OF CORRECTION

IN THE EVENT ANY OF THE OFFERED SPACE DOES NOT MEET THE ABOVE CRITERIA, THE
OFFEROR SHALL ATTACH A SHEET DESCRIBING THE EXACT NATURE OF THE DEFICIENCY, AND
THE OFFEROR SHALL ATTEST BELOW THAT ALL WORK REQUIRED TO BRING THE OFFERED SPACE
INTO FULL COMPLIANCE WITH ALL APPLICABLE CRITERIA WILL BE COMPLETED AT THE
OFFEROR'S SOLE COST AND EXPENSE PRIOR TO THE GOVERNMENT'S ACCEPTANCE OF THE
OFFERED SPACE UNDER THE TERMS OF ANY PROSPECTIVE LEASE AGREEMENT.

NOTE: SURVEYS SUBMITTED WITHOUT THE FPE'S FINDINGS, RECOMMENDED CORRECTIVE
ACTIONS AND CODE REFERENCES WILL BE RETURNED WITHOUT REVIEW BY THE GSA FIRE
PROTECTION ENGINEERING OFFICE.

Signature:. /s/ John Dubel Date: 12-11-02

Printed Name:. John S. Dubel

Title: Chief Financial Officer

Name of Firm: MCI WorldCom Network Services, Inc.

GENERAL BUILDING INFORMATION

1) # Stories above grade 13

2) # Stories below grade 2

3) Floors offered to the government ALL

4) Height of highest offered floor above lowest 80.5 feet
level of fire department vehicle access (in feet):

5) Types of occupancies on each floor. Indicate all Storage S-2, Assembly 1st floor
of other than business occupancy.

6) Approximate gross area of typical floor (identify P1 & P2=103,650 ft(2) total, 1 thru 12 = 48,600 ft(2),
atypical floors individually): Penthouse 4,960 ft(2), Elevator Machine Room = 952 ft(2)

7) Describe construction type (fire resistive, Type 2A (Modified from Type 1B) per BOCA table 403.3.3.1
unprotected non-combustible, ordinary, wood frame, Construction Type II (222) per NFPA 220 Reinforced
heavy timber) & NFPA 220 classifications for concrete floors
floors, walls, columns and roof.

8) Describe fire-rated subdivision of building Stairs are 2 hour rated walls with 1-1/2 hour rated doors. No
floors (including stairs, tenant separation, tenant separations are provided. Tenant separations are
mechanical room, etc.) required by code to be 1 hour rated with 20 min. doors or
equal. Mechanical rooms are separated with 1 hour construction.

9) Smoke detectors

a) Locations Lobby, Freight Elevator Lobby, Mechanical Rooms, Telephone
Rooms, Control Rooms, LAN Communication Rooms, Elevator
Machine Room, with plenum smoke detectors in return duct work.
b) Type New addressable ion
c) Control Equipment Location Main fire alarm control panel
d) Control Equipment Manufacturer Edwards (new), Gamewell (existing)
e) Connection to building fire alarm system This is the building fire alarm system

10) Heat detectors

a) Locations Generator rooms and old electric closets that have not been
renovated.
b) Type Fixed temperature
c) Control Equipment Location Main fire alarm control panel
d) Control Equipment Manufacturer Edwards (new), Gamewell {existing)
e) Connection to building's fire alarm system This is the building fire alarm system

11) Other fire detectors: None

12) Describe emergency lighting:

a) Type Battery backup in stairs and bathrooms. Every 3rd or 4th
light on a separate circuit.
b) Location Stairwells, Bathrooms, throughout floors
c) secondary source(s) of power Generator backup

13) Describe exit signs:

a) Type Standard internal back-lit consisting of red lettering,
properly sized, LED
b) Location Stairwells, elevator lobby, interior corridors of each wing
c) Secondary sources of power Emergency backup generator

14) Describe emergency generator:

a) Power sources One Diesel engine
b) Capacity 250 KW
c) Location P1 level loading dock
d) Connected building systems Life safety systems, emergency lights, plus battery
charges for 6th floor

15) Describe the fire suppression system with attention to the following:

a) Sprinkler locations Incoming water supply from south side P2 level pump
room. The building is entirely sprinklered. Areas
subject to freezing (garage) are protected by
separate dry pipe sprinkler systems (4 zones 4" sized).
All other portions of the building are protected by a
wet pipe sprinkler system.

b) Waterflow alarm - type and location Waterflow alarms consist of:
pressure type devices on each of the dry pipe risers
located in the fire pump room.
Paddle type devices on each floor zone fed by the wet
system - located in stairs 2 and 3.
Stair 1 on the elevator machine room level above 12th

c) Control valves - type and typical location Control valves in the fire pump room are O.S& Y., except
for the jockey pump valves. The fire pump valves include:
1 on the city supply and 2 on the fire pump piping.
1 on test header, 2 on the jockey pump piping, 1 on
each of the 4 dry pipe risers.
Additional control valves are provided for floor zones.
All floor zone assemblies are provided in stair 2 and 3,
except for the elevator machine room level above the
12th floor, which is served by stair 1.

d) Valve tamper switches-type & adequacy Adequate valve tamper switches are provided on all
control valves. O.S.& Y. have external tamper switch and
butterfly valves have internal switches.

e) Standpipe riser size, location and number. Stair 1 has a 4" riser. Stairs 2 & 3 have 4" combined
standpipe risers.

f) Locations and manufacturers of fixed CO2 One charged Ansul wet chemical system in each of three
dry chemical and/or clean-agent fire kitchens
suppression systems.

g) Water supply type, size and arrangement The water is supplied from the local water
authorities system. An 8 inch incoming to 6 inch line
in pump room.

h) Supply static pressure 90 psi

i) Fire pump data
i. UL Listed Yes
ii Separate controller for jockey pump Yes
iii. NFPA 20 compliant Yes
iv. Rated Capacity (gpm) 750
v. Rated net pressure (psi) 100
vi. Primary power supply Diesel
vii. Secondary power supply
viii. Manufacturer Patterson Pump

j) Compliance to testing & maintenance Yes
required by NFPA 25

16) Describe the communications system with attention to the following:

a) Type of fire alarm system

i. hardwired, multiplex, analog, etc Edwards (new) addressable; Gamewell (existing) hardwired,
tenant panel 6th floor Edwards addressable

ii. location First floor rear lobby (tenant panel 6th floor)

iii. manufacturer/model Edwards (new - protects renovated floors) Gamewell (existing
- monitors floors that were not renovated, sends to
monitoring system.) Both new and existing systems have voice
and public address notification. The new system is
interconnected to the existing system for alarm, trouble and
supervisory conditions. Tenant Panel EST2 for computer rm
smokes.

iv. operating voltage 120 volts to system, 24 volts device

b) Central Station (company Name) Wells Fargo Alarm (Borg-Warner Security)

c) Emergency telephone system Yes, located in elevators, elevator lobbies and stairs

d) Secondary power source Battery and generator (new), generator (existing)

e) Control panel information Edwards (new), Gamewell (existing)

f) Manual station locations Pull stations are located by stair entrances and by
exterior exit doors on all floors, including garage
levels and loading dock area.

g) Type of alarm indicating appliances Strobes are located in renovated areas. Speakers are
(visual and/or audible) and locations located throughout the entire building.

h) Notification system (entire building, A high-rise package containing a pre-recorded message sounds
floor above & below, etc.) on the fire floor, floor above and floor below for the 1st
alarm. A 2nd alarm sounds for the entire building.

i) Type of devices that sound evacuation Duct detectors for old floors only. New floors replaced with
alarm plenum detectors. Smoke detectors, heat detectors, kitchen
hoods and pull stations.

j) System interfaces (elevators, smoke Elevator recall, no shunt trip. Stairwell pressurization
control, electric door locks, HVAC, etc.) on general building alarm. Electric door locks main
lobby 1st floor. Special locking arrangements on
stairwell doors with controlled tenant access locking
arrangements (both code compliant), HVAC shuts down
on duct detector activation (old floors) and general
alarm per floor (new floors).

k) Compliance to testing and maintenance No. Needs to be scheduled.
required by NFPA72

17) Describe building's means of egress (NFPA 101)

a) Number of exits per floor Three exit stairs are provided per floor (P1 and P2
levels, 1st through 12th floors). Elevator Machine
Room on 13th floor has center stair access only.

b) Points of discharge for each exit North wing exits on 1st floor through hallway. Center
exits to lobby and then to 12th Street side. South wing
exits on 1st floor through hallway.

c) Capacity of each exit (# people) Center Stair: 44 1/2" clear stair width/0.2"/person = 222,
35 1/4" door provides 33 1/4" clear width/0.15" person = 221
[Since the door's capacity is less than the stair's, the exit
capacity of the center stair is 221]
Stair 2: 44" clear stair width/0.2"/person = 220,
35 1/4" door provides 33 1/4" clear width/0.15"/person = 221
[Since the stair's capacity is less than the door's, the exit
capacity of stair 2 is 220]
Stair 3: 44" clear stair width/0.2"/person = 220,
35 1/4" door provides 33 1/4" clear width/0.15"/person = 221
[Since the stair's capacity is less than the door's, the exit

capacity of stair 3 is 220]

MAIN LOBBY to 12th Street has 2 double doors of 70"
clear width (2x70=140"/0.15"/person - 933 PEOPLE).
REAR LOBBY has a set of double doors of 58" clear
width/0.15"/person = 387 PEOPLE

d) Occupant load per floor 193 people typical

e) Remoteness of exits

i. Maximum diagonal dimension of typical 280 feet
floor

ii. Exit door separation 140 feet

iii. How is distance measured? straight line

f) Exit access width, fire resistance Stairs 2 and 3 are in open office areas, with 5 feet
rating, arrangement exit access width. Stair 1 is served by a corridor.

g) Exit stair enclosure Stairs 2 and 3 are 2 hour rated. Center stair exits
through lobby.

h) Exit discharge protection Stairs 2 and 3 have 2 hour rated exit passageways.
Center stair exits through lobby.

i) Exit dimensions Center Stair: 44 1/2" width, 9" run, 8" rise
Stair 2: 44" width, 9 1/4" run, 7 3/4" rise
Stair 3: 44" width, 9 1/4" run, 7 3/4" rise

j) Handrails Handrails are provided on all stairs, mounted 32" above
tread with proper graspability. (~13/4" pipe)

k) Deadends None

l) Common paths of travel None

m) Vertical openings (open stairs, atriums, No escalators. Atrium 1st floor to 12th floor outside front.
escalators, etc.)

n) Penetrations of exit enclosure not related None
to the function of the exit

o) Exit Stairway Pressurization Stairwell pressurization is provided on all stairs.
The system activates on any fire alarm signal or the
control switches in the Fire Alarm Control Room.

FINDINGS WITH RECOMMENDED CORRECTIVE ACTIONS WITH SPECIFIC CODE REFERENCES

BUILDING CONSTRUCTION TYPE AND REQUIRED FIRE RESISTANCE RATED CONSTRUCTION

NOTED DEFICIENCIES

1. The Elevator machine room fire rated door does not self-close
and latch. The door seems to rub or stick.

2. The 12th floor Electrical Room 1209S has small unsealed
penetrations into corridor.

3. The telephone rooms on all the floors located in the tenant
area on both the South and North ends of the building have
unsealed wire penetrations through the floor/ceiling slab.

4. The North stair discharge fire rated door does not self-close
and latch. The door seems to rub or stick.

RECOMMENDED CORRECTIVE ACTION:

1. Adjust the door closer or keeper, oil parts. $50.00.

2. Seal the penetrations with mineral wool or drywall closed.
$50.00

3. Seal all floor/ceiling slab penetrations with an approved
firestopping method. $600.00 - $1200.00

4. Adjust the door closer or keeper, oil parts. $50,00

FIRE ALARM SYSTEM

NOTED DEFICIENCIES

1. The Graphic Annunciator contains an LED for a "Halon system"
that no longer exists.

2. The 6N telephone room old system smoke detector is hanging
down from the ceiling. The room is also protected by a new
smoke detector until the old system is entirely phased out.

3. The fire alarm detection system on the unrenovated 9th floor
must be modified under the next tenant fit-out. All existing
initiation devices on the old fire alarm panel are to be
replaced by new initiation devices on the new system.

4. No current annual inspection or test has been performed.

RECOMMENDED CORRECTIVE ACTION:

1. Modify the Annunciator - Blank out the information and keep
the LED as a spare. $150.00

2. Remount the device. $50.00

3. Ensure future renovations match the standard of care
established under the phased fire alarm system upgrade. A/E
design and renovation of space is best suited for pricing
work. (Estimate range of $1,200 - $6,000)

4. Perform annual inspection and test ~$600

MEANS OF EGRESS, EXIT STAIRS AND DISCHARGE PASSAGEWAYS

See building construction comments above regarding any non-functioning door in
any rated egress component.

EMERGENCY LIGHTS AND EXIT SIGNS

NOTED DEFICIENCIES

1. The exit sign near cubicle 1294S was damaged/knocked off
ceiling partially.

2. The exit signs near stair 12S are dim.

RECOMMENDED CORRECTIVE ACTION:

1. Repair/replace. $50.00

2. Check circuit to exit lights, repair, as needed. $50.00 to
$250.00

FIRE SUPPRESSION

NOTED DEFICIENCIES

1. No current records of fire pump inspection and test forms.
Fire extinguishers are not tagged.

RECOMMENDED CORRECTIVE ACTION:

1. Perform annual fire suppression systems inspections, tests and
service. ~$3,000 to $4,000

SFO DTSA20-03-R-00528

- --------------------------------------------------------------------------------
GENERAL CLAUSES (FINAL)
(ACQUISITION OF LEASEHOLD INTERESTS IN REAL PROPERTY)
- --------------------------------------------------------------------------------

<Table>
<Caption>
CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE
- ------------------- ---------- -------------- ---------------------------------------------------------

DEFINITIONS 1 552.270-4 Definitions
GENERAL 2 552.270-5 Subletting and Assignment
3 552.270-11 Successors Bound
4 552.270-23 Subordination, Nondisturbance and Attornment
5 552.270-24 Statement of Lease
6 552.270-25 Substitution of Tenant Agency
7 552.270-26 No Waiver
8 552.270-27 Integrated Agreement
9 552.270-28 Mutuality of Obligation

PERFORMANCE 10 552.270-17 Delivery and Condition
11 552.270-18 Default in Delivery - Time Extensions
(Variation)
12 552.270-19 Progressive Occupancy
13 552.270-21 Effect of Acceptance and Occupancy
14 552.270-6 Maintenance of Building and Premises-Right of Entry
15 552.270-10 Failure in Performance
16 552.270-22 Default by Lessor During the Term
17 552.270-7 Fire and Casualty Damage
18 552.270-8 Compliance with Applicable Law
19 552.270-12 Alterations
20 552.270-29 Acceptance of Space

INSPECTION 21 552.270-9 Inspection-Right of Entry

PAYMENT 22 552.232-75 Prompt Payment
23 552.232-76 Electronic Funds Transfer Payment
(Variation)
24 552.232-70 Invoice Requirements
25 52.232-23 Assignment of Claims
26 552.270-20 Payment (Variation)

STANDARDS OF 27 552.203-5 Covenant Against Contingent Fees
CONDUCT 28 52.203-7 Anti-Kickback Procedures
29 52.223-6 Drug-Free Workplace

ADJUSTMENTS 30 552.203-70 Price Adjustment for Illegal or Improper
Activity
31 52.215-10 Price Reduction for Defective Cost or Pricing Data
32 552.270-13 Proposals for Adjustment
33 552.270-14 Changes (Variation)
AUDITS 34 552.215-70 Examination of Records by TSA
35 52.215-2 Audit and Records--Negotiation

DISPUTES 36 52.233-1 Disputes
</Table>

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<Table>

LABOR STANDARDS 37 52.222-26 Equal Opportunity
38 52.222-24 Preaward On-Site Equal Opportunity
Compliance Evaluation
39 52.222-21 Prohibition of Segregated Facilities
40 52.222-35 Affirmative Action for Disabled Veterans and
Veterans of the Vietnam Era
41 52.222-36 Affirmative Action for Workers with
Disabilities
42 52.222-37 Employment Reports on Disabled Veterans and
Veterans of the Vietnam Era

SUBCONTRACTING 43 52.209-6 Protecting the Government's Interest When
Subcontracting With Contractors Debarred,
Suspended, or Proposed for Debarment
44 52.215-12 Subcontractor Cost or Pricing Data
45 52.219-8 Utilization of Small Business Concerns
46 52.219-9 Small Business Subcontracting Plan
47 52.219-16 Liquidated Damages- Subcontracting Plan
</Table>

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GENERAL CLAUSES
(Acquisition of Leasehold Interests in Real Property)

1. 552.270-4 - DEFINITIONS (SEP 1999)

The following terms and phrases (except as otherwise expressly provided
or unless the context otherwise requires) for all purposes of this lease
shall have the respective meanings hereinafter specified:

(a) "Commencement Date" means the first day of the term.

(b) "Contract" and "Contractor" means "Lease" and "Lessor,"
respectively.

(c) "Contracting Officer" means a person with the authority to enter
into, administer, and/or terminate contracts and make related
determinations and findings. The term includes certain
authorized representatives of the Contracting Officer acting
within the limits of their authority as delegated by the
Contracting Officer.

(d) "Delivery Date" means the date specified in or determined
pursuant to the provisions of this lease for delivery of the
premises to the Government, improved in accordance with the
provisions of this lease and substantially complete, as such
date may be modified in accordance with the provisions of this
lease.

(e) "Delivery Time" means the number of days provided by this lease
for delivery of the premises to the Government, as such number
may be modified in accordance with the provisions of this lease.

(f) "Excusable Delays" mean delays arising without the fault or
negligence of Lessor and Lessor's subcontractors and suppliers
at any tier, and shall include, without limitation, (1) acts of
God or of the public enemy, (2) acts of the United States of
America in either its sovereign or contractual capacity, (3)
acts of another contractor in the performance of a contract with
the Government, (4) fires, (5) floods, (6) epidemics, (7)
quarantine restrictions, (8) strikes, (9) freight embargoes,
(10) unusually severe weather, or (11) delays of subcontractors
or suppliers at any tier arising from unforeseeable causes
beyond the control and without the fault or negligence of both
the Lessor and any such subcontractor or supplier.

(g) "Lessor" means the sub-lessor if this lease is a sublease.

(h) "Lessor shall provide" means the Lessor shall furnish and
install at Lessor's expense.

(i) "Notice" means written notice sent by certified or registered
mail, Express Mail or comparable service, or delivered by hand.
Notice shall be effective on the date delivery is accepted or
refused.

(j) "Premises" means the space described on the Standard Form 2,
U.S. Government Lease for Real Property, of this lease.

(k) "Substantially complete" and "substantial completion" means that
the work, the common and other areas of the building, and all
other things necessary for the Government's access to the
premises and occupancy, possession, use and enjoyment thereof,
as provided in this lease, have been completed or obtained,
excepting only such minor matters as do not interfere with or
materially diminish such access, occupancy, possession, use or
enjoyment.

(l) "Work" means all alterations, improvements, modifications, and
other things required for the preparation or continued occupancy
of the premises by the Government as specified in this lease.

2. 552.270-5 - SUBLETTING AND ASSIGNMENT (SEP 1999)

The Government may sublet all or a portion of the Premises or assign
this Lease without obtaining the consent of the Lessor provided that (a)
the Government provides the Lessor with written notice of such
subletting or assignment at least 15 working days prior to the effective
date of such subletting or assignment, (b) the Government remains liable
for all the obligations of the tenant under the lease, (c) the lease
authority of the Government serves as a guarantee of the obligations of
the tenant under this lease in the event of any such subletting and
assignment, and (d) the proposed sublessee's use is an office use
consistent with office use and zoning for the site in Washington, D.C.

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3. 552.270-11 SUCCESSORS BOUND (SEP 1999)

This lease shall bind, and inure to the benefit of, the parties and
their respective heirs, executors, administrators, successors, and
assigns.

4. 552.270-23 - SUBORDINATION, NONDISTURBANCE AND ATTORNMENT (SEP 1999)

(a) Lessor warrants that it holds such title to or other interest in
the premises and other property as is necessary to the
Government's access to the premises and full use and enjoyment
thereof in accordance with the provisions of this lease.
Government agrees, in consideration of the warranties and
conditions set forth in this clause, that this lease is subject
and subordinate to any and all recorded mortgages, deeds of
trust and other liens now or hereafter existing or imposed upon
the premises, and to any renewal, modification or extension
thereof. It is the intention of the parties that this provision
shall be self-operative and that no further instrument shall be
required to effect the present or subsequent subordination of
this lease. Government agrees, however, within twenty (20)
business days next following the Contracting Officer's receipt
of a written demand, to execute such instruments as Lessor may
reasonably request to evidence further the subordination of this
lease to any existing or future mortgage, deed of trust or other
security interest pertaining to the premises, and to any water,
sewer or access easement necessary or desirable to serve the
premises or adjoining property owned in whole or in part by
Lessor if such easement does not interfere with the full
enjoyment of any right granted the Government under this lease.

(b) No such subordination, to either existing or future mortgages,
deeds of trust or other lien or security instrument shall
operate to affect adversely any right of the Government under
this lease so long as the Government is not in default under
this lease. Lessor will include in any future mortgage, deed of
trust or other security instrument to which this lease becomes
subordinate, or in a separate nondisturbance agreement, a
provision to the foregoing effect. Lessor warrants that the
holders of all notes or other obligations secured by existing
mortgages, deeds of trust or other security instruments have
consented to the provisions of this clause, and agrees to
provide true copies of all such consents to the Contracting
Officer promptly upon demand.

(c) In the event of any sale of the premises or any portion thereof
by foreclosure of the lien of any such mortgage, deed of trust
or other security instrument, or the giving of a deed in lieu of
foreclosure, the Government will be deemed to have attorned to
any purchaser, purchasers, transferee or transferees of the
premises or any portion thereof and its or their successors and
assigns, and any such purchasers and transferees will be deemed
to have assumed all obligations of the Lessor under this lease,
so as to establish direct privity of estate and contract between
Government and such purchasers or transferees, with the same
force, effect and relative priority in time and right as if the
lease had initially been entered into between such purchasers or
transferees and the Government; provided, further, that the
Contracting Officer and such purchasers or transferees shall,
with reasonable promptness following any such sale or deed
delivery in lieu of foreclosure, execute all such revisions to
this lease, or other writings, as shall be necessary to document
the foregoing relationship.

(d) None of the foregoing provisions may be deemed or construed to
imply a waiver of the Government's rights as a sovereign.

5. 552.270-24 - STATEMENT OF LEASE (AUG 1999)

(a) The Contracting Officer will, within thirty (30) days next
following the Contracting Officer's receipt of a joint written
request from Lessor and a prospective lender or purchaser of the
building, execute and deliver to Lessor a letter stating that the
same is issued subject to the conditions stated in this clause
and, if such is the case, that (1) the lease is in full force and
effect; (2) the date to which the rent and other charges have
been paid in advance, if any; and (3) whether any notice of
default has been issued.

(b) Letters issued pursuant to this clause are subject to the
following conditions:

(1) That they are based solely upon a reasonably diligent
review of the Contracting Officer's lease file as of the
date of issuance;

(2) That the Government shall not be held liable because of
any defect in or condition of the premises or building;

(3) That the Contracting Officer does not warrant or represent
that the premises or building comply with applicable
Federal, State and local law; and

(4) That the Lessor, and each prospective lender and purchaser
are deemed to have constructive notice of such facts as
would be ascertainable by reasonable prepurchase and
precommitment inspection of the Premises and Building and
by inquiry to appropriate Federal, State and local
Government officials.

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6. 552.270-25 - SUBSTITUTION OF TENANT AGENCY (SEP 1999)

The Government may, at any time and from time to time, substitute any
Government agency or agencies for the Government agency or agencies, if
any, named in the lease.

7. 552.270-26 - NO WAIVER (SEP 1999)

No failure by either party to insist upon the strict performance of any
provision of this lease or to exercise any right or remedy consequent
upon a breach thereof, and no acceptance of full or partial rent or
other performance by either party during the continuance of any such
breach shall constitute a waiver of any such breach of such provision.

8. 552.270-27 - INTEGRATED AGREEMENT (SEP 1999)

This Lease, upon execution, contains the entire agreement of the parties
and no prior written or oral agreement, express or implied, shall be
admissible to contradict the provisions of the Lease.

9. 552.270-28 - MUTUALITY OF OBLIGATION (SEP 1999)

The obligations and covenants of the Lessor, and the Government's
obligation to pay rent and other Government obligations and covenants,
arising under or related to this Lease, are interdependent. The
Government may, upon issuance of and delivery to Lessor of a final
decision asserting a claim against Lessor, set off such claim, in whole
or in part, as against any payment or payments then or thereafter due
the Lessor under this lease. No setoff pursuant to this clause shall
constitute a breach by the Government of this lease. Prior to exercising
any right of financial offset, the Government shall use best efforts,
circumstances allowing, to provide Lessor with ten (10) days prior
written notice.

10. 552.270-17 - DELIVERY AND CONDITION (SEP 1999)

(a) Unless the Government elects to have the space occupied in
increments, the space must be delivered ready for occupancy as a
complete unit. The Government reserves the right to determine
when the space is substantially complete.

(b) If the premises do not in every respect comply with the
provisions of this lease the Contracting Officer may, in
accordance with the Failure in Performance clause of this lease,
elect to reduce the rent payments.

11. 552.270-18 - DEFAULT IN DELIVERY - TIME EXTENSIONS (SEP 1999)
(VARIATION)

(a) With respect to Lessor's obligation to deliver the premises
substantially complete by the delivery date, time is of the
essence. If the Lessor fails to work diligently to ensure its
substantial completion by the delivery date or fails to
substantially complete the work by such date, the Government may
by notice to the Lessor terminate this lease. Such termination is
effective when received by Lessor. The Lessor and the Lessor's
sureties, if any, are jointly and severally liable for any
damages to the Government resulting from such termination, as
provided in this clause. The Government shall be entitled to the
following damages:

(1) The Government's aggregate rent and estimated real estate
tax and operating cost adjustments for the firm term and
all option terms of its replacement lease or leases, in
excess of the aggregate rent and estimated real estate tax
and operating cost adjustments for the term. If the
Government procures replacement premises for a term
(including all option terms) in excess of this term, the
Lessor is not liable for excess Government rent or
adjustments during such excess lease term.

(2) All administrative and other costs the Government incurs
in procuring a replacement lease or leases.

(3) Other, additional relief provided for in this lease, at
law, or in equity.

(b) Damages to which the Government is entitled to under this clause
are due and payable thirty (30) days following the date Lessor
receives notice from the Contracting Officer specifying such
damages.

(c) Delivery by Lessor of less than the minimum ANSI/BOMA Office Area
square footage required by this lease shall in no event be
construed as substantial completion, except as the Contracting
Officer permits.

(d) The Government shall not terminate this lease under this clause
nor charge the Lessor with damages under this clause, if (1) the
delay in substantially completing the work arises from excusable
delays and (2) the Lessor within 10 days from the beginning of
any such delay (unless extended in writing by the Contracting
Officer) provides notice to the Contracting Officer of the causes
of delay. The Contracting Officer shall ascertain the facts and
the extent of delay. If the facts warrant, the Contracting
Officer shall extend the delivery date, to

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SFO DTSA20-03-R-00528

the extent of such delay at no additional costs to the
Government. A time extension is the sole remedy of the Lessor.

12. 552.270-19 - PROGRESSIVE OCCUPANCY (SEP 1999)

The Government shall have the right to elect to occupy the space in
partial increments prior to the substantial completion of the entire
leased premises, and the Lessor agrees to schedule its work so as to
deliver the space incrementally as elected by the Government. The
Government shall pay rent commencing with the first business day
following substantial completion of the entire leased premise unless the
Government has elected to occupy the leased premises incrementally. In
case of incremental occupancy, the Government shall pay rent pro rata
upon the first business day following substantial completion of each
incremental unit. Rental payments shall become due on the first workday
of the month following the month in which an increment of space is
substantially complete, except that should an increment of space be
substantially completed after the fifteenth day of the month, the
payment due date will be the first workday of the second month following
the month in which it was substantially complete. The commencement date
of the firm lease term will be a composite determined from all rent
commencement dates.

13. 552.270-21 - EFFECT OF ACCEPTANCE AND OCCUPANCY (SEP 1999)

Neither the Government's acceptance of the premises for occupancy, nor
the Government's occupancy thereof, shall be construed as a waiver of
any requirement of or right of the Government under this Lease, or as
otherwise prejudicing the Government with respect to any such
requirement or right.

14. 552.270-6 - MAINTENANCE OF BUILDING AND PREMISES - RIGHT OF ENTRY
(SEP 1999)

Except in case of damage arising out of the willful act or negligence of
a Government employee, Lessor shall maintain the premises, including the
building, building systems, and all equipment, fixtures, and
appurtenances furnished by the lessor under this lease, in good repair
and condition so that they are suitable in appearance and capable of
supplying such heat, air conditioning, light, ventilation, safety
systems, access and other things to the premises, without reasonably
preventable or recurring disruption, as is required for the Government's
access to, occupancy, possession, use and enjoyment of the premises as
provided in this lease. For the purpose of so maintaining the premises,
the Lessor may at reasonable times enter the premises with the approval
of the authorized Government representative in charge.

15. 552.270-10 - FAILURE IN PERFORMANCE (SEP 1999)

The covenant to pay rent and the covenant to provide any service,
utility, maintenance, or repair required under this lease are
interdependent. In the event of any failure by the Lessor to provide any
service, utility, maintenance, repair or replacement required under this
lease the Government may, by contract or otherwise, perform the
requirement and deduct from any payment or payments under this lease,
then or thereafter due, the resulting cost to the Government, including
all administrative costs. If the Government elects to perform any such
requirement, the Government and each of its contractors shall be
entitled to access to any and all areas of the building, access to which
is necessary to perform any such requirement, and the Lessor shall
afford and facilitate such access. Alternatively, the Government may
deduct from any payments under this lease, then or thereafter due, an
amount which reflects the reduced value of the contract requirement not
performed. No deduction from rent pursuant to this clause shall
constitute a default by the Government under this lease. These remedies
are not exclusive and are in addition to any other remedies which may be
available under this lease or at law. The Government will use best
efforts to notify Lessor and allow reasonable time to cure.

16. 552.270-22 - DEFAULT BY LESSOR DURING THE TERM (SEP 1999)

(a) Each of the following shall constitute a default by Lessor under
this lease:

(1) Failure to maintain, repair, operate or service the
premises as and when specified in this lease, or failure
to perform any other requirement of this lease as and when
required provided any such failure shall remain uncured
for a period of thirty (30) days next following Lessor's
receipt of notice thereof from the Contracting Officer or
an authorized representative, unless Lessor is reasonably
pursuing a cure of the failure.

(b) If a default occurs, the Government may, by notice to Lessor,
terminate this lease for default and if so terminated, the
Government shall be entitled to the damages specified in the
Default in Delivery-Time Extensions clause. The Government will
use its best efforts to notify Lessor or management agent and
allow reasonable time to cure.

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SFO DTSA20-03-R-00528

17. 552.270-7 - FIRE AND CASUALTY DAMAGE (SEP 1999)

If the entire premises are destroyed by fire or other casualty, this
lease will immediately terminate. In case of partial destruction or
damage, so as to render the premises untenantable, as determined by the
Government, the Government may terminate the lease by giving written
notice to the Lessor within 15 calendar days of the fire or other
casualty; if so terminated, no rent will accrue to the Lessor after such
partial destruction or damage; and if not so terminated, the rent will
be reduced proportionately by supplemental agreement hereto effective
from the date of such partial destruction or damage. Nothing in this
lease shall be construed as relieving Lessor from liability for damage
to or destruction of property of the United States of America caused by
the willful or negligent act or omission of Lessor.

18. 552.270-8 - COMPLIANCE WITH APPLICABLE LAW (SEP 1999)

Lessor shall comply with all Federal, state and local laws applicable to
the Lessor as owner or lessor, or both, of the building or premises,
including, without limitation, laws applicable to the construction,
ownership, alteration or operation of both or either thereof, and will
obtain all necessary permits, licenses and similar items at Lessor's
expense. The Government will comply with all Federal state and local
laws applicable to and enforceable against it as a tenant under this
lease; provided that nothing in this lease shall be construed as a
waiver of any sovereign immunity of the Government. This lease shall be
governed by Federal law.

19. 552.270-12 - ALTERATIONS (SEP 1999)

The Government shall have the right during the existence of this lease
to make alterations, attach fixtures, and erect structures or signs in
or upon the premises hereby leased, which fixtures, additions or
structures so placed in, on, upon, or attached to the said premises
shall be and remain the property of the Government and may be removed or
otherwise disposed of by the Government. If the lease contemplates that
the Government is the sole occupant of the building, for purposes of
this clause, the leased premises include the land on which the building
is sited and the building itself. Otherwise, the Government shall have
the right to tie into or make any physical connection with any structure
located on the property as is reasonably necessary for appropriate
utilization of the leased space. All mechanical, electrical, and/or
structural alterations affecting the building systems shall either be
reasonably approved in writing by the Lessor or contracted for, through
Lessor.

20. 552.270-29 - ACCEPTANCE OF SPACE (SEP 1999)

(a) When the Lessor has completed all alterations, improvements, and
repairs necessary to meet the requirements of the lease, the
Lessor shall notify the Contracting Officer. The Contracting
Officer or designated representative shall promptly inspect the
space.

(b) The Government will accept the space and the lease term will
begin after determining that the space is substantially complete
and contains the required ANSI/BOMA Office Area square footage as
indicated in the paragraph of this solicitation entitled "Amount
and Type of Space."

21. 552.270-9 - INSPECTION - RIGHT OF ENTRY (SEP 1999)

(a) At any time and from time to time after receipt of an offer
(until the same has been duly withdrawn or rejected), after
acceptance thereof and during the term, the agents, employees
and contractors of the Government may, upon reasonable prior
notice to Offeror or Lessor, enter upon the offered premises or
the premises, and all other areas of the building access to
which is necessary to accomplish the purposes of entry, to
determine the potential or actual compliance by the Offeror or
Lessor with the requirements of the solicitation or this lease,
which purposes shall include, but not be limited to: (1)
inspecting, sampling and analyzing of suspected
asbestos-containing materials and air monitoring for asbestos
fibers; (2) inspecting the heating, ventilation and air
conditioning system, maintenance records, and mechanical rooms
for the offered premises or the premises; (3) inspecting for any
leaks, spills, or other potentially hazardous conditions which
may involve tenant exposure to hazardous or toxic substances;
and (4) inspecting for any current or past hazardous waste
operations, to ensure that appropriate mitigative actions were
taken to alleviate any environmentally unsound activities in
accordance with Federal, State and local law.

(b) Nothing in this clause shall be construed to create a Government
duty to inspect for toxic materials or to impose a higher
standard of care on the Government than on other lessees. The
purpose of this clause is to promote the ease with which the
Government may inspect the building. Nothing in this clause shall
act to relieve the Lessor of any duty to inspect or liability
which might arise as a result of Lessor's failure to inspect for
or correct a hazardous condition.

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SFO DTSA20-03-R-00528

22. 552.232-75 - PROMPT PAYMENT (SEP 1999)

The Government will make payments under the terms and conditions
specified in this clause. Payment shall be considered as being made on
the day a check is dated or an electronic funds transfer is made. All
days referred to in this clause are calendar days, unless otherwise
specified.

(a) Payment due date.

(1) Rental payments. Rent shall be paid monthly in arrears and
will be due on the first workday of each month, and only
as provided for by the lease.

(i) When the date for commencement of rent falls on
the 15th day of the month or earlier, the
initial monthly rental payment under this
contract shall become due on the first workday of
the month following the month in which the
commencement of the rent is effective.

(ii) When the date for commencement of rent falls after
the 15th day of the month, the initial monthly
rental payment under this contract shall become due
on the first workday of the second month following
the month in which the commencement of the rent is
effective.

(2) Other payments. The due date for making payments other
than rent shall be the later of the following two events:

(i) The 30th day after the designated billing office
has received a proper invoice from the Contractor.

(ii) The 30th day after Government acceptance of the
work or service. However, if the designated billing
office fails to annotate the invoice with the
actual date of receipt, the invoice payment due
date shall be deemed to be the 30th day after the
Contractor's invoice is dated, provided a proper
invoice is received and there is no disagreement
over quantity, quality, or Contractor compliance
with contract requirements.

(b) Invoice and inspection requirements for payments other than rent.

(1) The Contractor shall prepare and submit an invoice to the
designated billing office after completion of the work. A
proper invoice shall include the following items:

(i) Name and address of the Contractor.

(ii) Invoice date.

(iii) Lease number.

(iv) Government's order number or other authorization.

(v) Description, price, and quantity of work or
services delivered.

(vi) Name and address of Contractor official to whom
payment is to be sent (must be the same as that in
the remittance address in the lease or the order.)

(vii) Name (where practicable), title, phone number, and
mailing address of person to be notified in the
event of a defective invoice.

(2) The Government will inspect and determine the
acceptability of the work performed or services delivered
within 7 days after the receipt of a proper invoice or
notification of completion of the work or services unless
a different period is specified at the time the order is
placed. If actual acceptance occurs later, for the purpose
of determining the payment due date and calculation of
interest, acceptance will be deemed to occur on the last
day of the 7-day inspection period. If the work or service
is rejected for failure to conform to the technical
requirements of the contract, the 7 days will be counted
beginning with receipt of a new invoice or notification.
In either case, the Contractor is not entitled to any
payment or interest unless actual acceptance by the
Government occurs.

(1) An interest penalty shall be paid automatically by the
Government, without request from the Contractor, if
payment is not made by the due date.

(2) The interest penalty shall be at the rate established by
the Secretary of the Treasury under Section 12 of the
Contract Disputes Act of 1978 (41 U.S.C. 611) that is in
effect on the day after the due date. This rate is
referred to as the "Renegotiation Board Interest Rate,"
and it is published in the Federal Register semiannually
on or about January 1 and July 1. The interest penalty
shall accrue daily on the payment amount approved by the
Government and be compounded in 30-day increments
inclusive from the first day after the due date through
the payment date.

(3) Interest penalties will not continue to accrue after the
filing of a claim for such penalties under the clause at
52.233-1, Disputes, or for more than 1 year. Interest
penalties of less than $1.00 need not be paid.

(4) Interest penalties are not required on payment delays due
to disagreement between the Government and Contractor over
the payment amount or other issues involving contract
compliance or on amounts temporarily withheld or retained
in accordance with the terms of the contract. Claims
involving disputes, and any interest that may be payable,
will be resolved in accordance with the clause at
52.233-1, Disputes.

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23. 552.232-76 - ELECTRONIC FUNDS TRANSFER PAYMENT (SEP 1999) (Variation)

(a) The Government will make payments under this lease by electronic
funds transfer (EFT). After award, but no later than 30 days
before the first payment, the Lessor shall designate a financial
institution for receipt of EFT payments, and shall submit this
designation to the Contracting Officer or other Government
official, as directed.

(b) The Lessor shall provide the following information:

(1) The lease number to which this notice applies.

(2) The American Bankers Association 9-digit identifying
number for wire transfers of the financing institution
receiving payment if the institution has access to the
Federal Reserve Communications System.

(3) Number of account to which funds are to be deposited.

(4) Type of depositor account ("C" for checking, "S" for
savings).

(5) If the Lessor is a new enrollee to the EFT system, a
completed "Payment Information Form," SF 3881.

(c) In the event the Lessor, during the performance of this contract,
elects to designate a different financial institution for the
receipt of any payment made using EFT procedures, notification of
such change and the required information specified in (b), above
must be received by the appropriate Government official no later
than 30 days prior to the date such change is to become
effective.

(d) The documents furnishing the information required in this clause
must be dated and contain the signature, title, and telephone
number of the Lessor or an authorized representative designated
by the Lessor, as well as the Lessor's name and lease number.

(e) Lessor failure to properly designate a financial institution or
to provide appropriate payee bank account information may delay
payments of amounts otherwise properly due.

24. 552.232-70 - INVOICE REQUIREMENTS (VARIATION) (SEP 1999)

(This clause applies to payments other than rent.)

(a) Invoices shall be submitted in an original only, unless otherwise
specified, to the designated billing office specified in this
contract or order.

(b) Invoices must include the Accounting Control Transaction (ACT)
number provided below or on the order.

ACT Number (to be supplied on individual orders)

(c) If information or documentation in addition to that required by
the Prompt Payment clause of this contract is required in
connection with an invoice for a particular order, the order will
indicate what information or documentation must be submitted.

25. 52.232-23 - ASSIGNMENT OF CLAIMS (JAN 1986)

(a) The Contractor, under the Assignment of Claims Act, as amended,
31 USC 3727, 41 USC 15 (hereafter referred to as the "the Act"),
may assign its rights to be paid amounts due or to become due as
a result of the performance of this contract to a bank, trust
company, or other financing institution, including any Federal
lending agency. The assignee under such an assignment may
thereafter further assign or reassign its right under the
original assignment to any type of financing institution
described in the preceding sentence.

(b) Any assignment or reassignment authorized under the Act and this
clause shall cover all unpaid amounts payable under this
contract, and shall not be made to more than one party, except
that an assignment or reassignment may be made to one party as
agent or trustee for two or more parties participating in the
financing of this contract.

(c) The Contractor shall not furnish or disclose to any assignee
under this contract any classified document (including this
contract) or information related to work under this contract
until the Contracting Officer authorizes such action in writing.

26. 552.270-20 - PAYMENT (SEP 1999) (VARIATION)

(a) When space is offered and accepted, the ANSI/BOMA Office Area
square footage delivered will be confirmed by:

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(1) the Government's measurement of plans submitted by the
successful Offeror as approved by the Government, and an
inspection of the space to verify that the delivered space
is in conformance with such plans or

(2) a mutual on-site measurement of the space, if the
Contracting Officer determines that it is necessary.

(b) Payment will not be made for space which is in excess of the
amount of ANSI/BOMA Office Area square footage stated in the
lease.

(c) If it is determined that the amount of ANSI/BOMA Office Area
square footage actually delivered is less than the amount agreed
to in the lease, the lease will be modified to reflect the amount
of Usable space delivered and the annual rental will be adjusted
as follows:

Usable square feet not delivered multiplied by the ANSI/BOMA
Office Area square foot (USF) rate equals the reduction in annual
rent. The rate per USF is determined by dividing the total annual
rental by the Usable square footage set forth in the lease.

USF Not Delivered X Rate per USF = Reduction in Annual Rent.

27. 552.203-5 - COVENANT AGAINST CONTINGENT FEES (FEB 1990)

(Applies to leases which exceed $100,000.)

(a) The Contractor warrants that no person or agency has been
employed or retained to solicit or obtain this contract upon an
agreement or understanding for a contingent fee, except a bona
fide employee or agency. For breach or violation of this
warranty, the Government shall have the right to annul this
contract without liability or, in its discretion, to deduct from
the contract price or consideration, or otherwise recover the
full amount of the contingent fee.

(b) "Bona fide agency," as used in this clause, means an established
commercial or selling agency (including licensed real estate
agents or brokers), maintained by a Contractor for the purpose of
securing business, that neither exerts nor proposes to exert
improper influence to solicit or obtain Government contracts nor
holds itself out as being able to obtain any Government contract
or contracts through improper influence.

"Bona fide employee," as used in this clause, means a person,
employed by a Contractor and subject to the Contractor's
supervision and control as to time, place, and manner of
performance, who neither exerts nor proposes to exert improper
influence to solicit or obtain Government contracts nor holds out
as being able to obtain any Government contract or contracts
through improper influence.

"Contingent fee," as used in this clause, means any commission,
percentage, brokerage, or other fee that is contingent upon the
success that a person or concern has in securing a Government
contract.

"Improper influence," as used in this clause, means any influence
that induces or tends to induce a Government employee or officer
to give consideration or to act regarding a Government contract
on any basis other than the merits of the matter.

28. 52.203-7 - ANTI-KICKBACK PROCEDURES (JUL 1995)

(Applies to leases which exceed $100,000 average net annual rental,
including option periods.)

(a) Definitions.

"Kickback," as used in this clause, means any money, fee,
commission, credit, gift, gratuity, thing of value, or
compensation of any kind which is provided, directly or
indirectly, to any prime Contractor, prime Contractor employee,
subcontractor, or subcontractor employee for the purpose of
improperly obtaining or rewarding favorable treatment in
connection with a prime contract or in connection with a
subcontract relating to a prime contract.

"Person," as used in this clause, means a corporation,
partnership, business association of any kind, trust, joint-stock
company, or individual.

"Prime contract," as used in this clause, means a contract or
contractual action entered into by the United States for the
purpose of obtaining supplies, materials, equipment, or services
of any kind.

"Prime Contractor," as used in this clause, means a person who
has entered into a prime contract with the United States.

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"Prime Contractor employee," as used in this clause, means any
officer, partner, employee, or agent of a prime Contractor.

"Subcontract," as used in this clause, means a contract or
contractual action entered into by a prime Contractor or
subcontractor for the purpose of obtaining supplies, materials,
equipment, or services of any kind under a prime contract.

"Subcontractor," as used in this clause, (1) means any person,
other than the prime Contractor, who offers to furnish or
furnishes any supplies, materials, equipment, or services of any
kind under a prime contract or a subcontract entered into in
connection with such prime contract, and (2) includes any person
who offers to furnish or furnishes general supplies to the prime
Contractor or a higher tier subcontractor.

"Subcontractor employee," as used in this clause, means any
officer, partner, employee, or agent of a subcontractor.

(b) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act),
prohibits any person from--

(1) Providing or attempting to provide or offering to provide
any kickback;

(2) Soliciting, accepting, or attempting to accept any
kickback; or

(3) Including, directly or indirectly, the amount of any
kickback in the contract price charged by a prime
Contractor to the United States or in the contract price
charged by a subcontractor to a prime Contractor or higher
tier subcontractor.

(c) (1) The Contractor shall have in place and follow
reasonable procedures designed to prevent and detect
possible violations described in paragraph (b) of this
clause in its own operations and direct business
relationships.

(2) When the Contractor has reasonable grounds to believe that
a violation described in paragraph (b) of this clause may
have occurred, the Contractor shall promptly report in
writing the possible violation. Such reports shall be made
to the inspector general of the contracting agency, the
head of the contracting agency if the agency does not have
an inspector general, or the Department of Justice.

(3) The Contractor shall cooperate fully with any Federal
agency investigating a possible violation described in
paragraph (b) of this clause.

(4) The Contracting Officer may (i) offset the amount of the
kickback against any monies owed by the United States
under the prime contract and/or (ii) direct that the Prime
Contractor withhold from sums owed a subcontractor under
the prime contract, the amount of the kickback. The
Contracting Officer may order that monies withheld under
subdivision (c)(4)(ii) of this clause be paid over to the
Government unless the Government has already offset those
monies under subdivision (c)(4)(i) of this clause. In the
either case, the Prime Contractor shall notify the
Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this
clause, including subparagraph (c)(5) but excepting
subparagraph (c)(1), in all subcontracts under this
contract which exceed $100,000.

29. 52.223-6 DRUG-FREE WORKPLACE (JAN 1997)

(a) Definitions. As used in this clause --

"Controlled substance" means a controlled substance in schedules
I through V of section 202 of the Controlled Substances Act (21
U.S.C. 812) and as further defined in regulation at 21 CFR
1308.11 - 1308.15.

"Conviction" means a finding of guilt (including a plea of nolo
contendere) or imposition of sentence, or both, by any judicial
body charged with the responsibility to determine violations of
the Federal or State criminal drug statutes.

"Criminal drug statute" means a Federal or non-Federal criminal
statute involving the manufacture, distribution, dispensing,
possession, or use of any controlled substance.

"Drug-free workplace" means the site(s) for the performance of
work done by the Contractor in connection with a specific
contract at which employees of the Contractor are prohibited from
engaging in the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance.

"Employee" means an employee of a Contractor directly engaged in
the performance of work under a Government contract. "Directly
engaged" is defined to include all direct cost employees and any
other Contractor employee who has other than a minimal impact or
involvement in contract performance.

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"Individual" means an offeror/contractor that has no more than
one employee including the offeror/contractor.

(b) The Contractor, if other than an individual, shall-- within 30
days after award (unless a longer period is agreed to in writing
for contracts of 30 days or more performance duration), or as
soon as possible for contracts of less than 30 days performance
duration--

(1) Publish a statement notifying its employees that the
unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited
in the Contractor's workplace and specifying the actions
that will be taken against employees for violations of
such prohibition;

(2) Establish an ongoing drug-free awareness program to inform
such employees about--

(i) The dangers of drug abuse in the workplace;

(ii) The Contractor's policy of maintaining a drug-free
workplace;

(iii) Any available drug counseling, rehabilitation, and
employee assistance programs; and

(iv) The penalties that may be imposed upon employees
for drug abuse violations occurring in the
workplace;

(3) Provide all employees engaged in performance of the
contract with a copy of the statement required by
subparagraph (b)(1) of this clause;

(4) Notify such employees in writing in the statement required
by subparagraph (b)(1) of this clause that, as a condition
of continued employment on this contract, the employee
will--

(i) Abide by the terms of the statement; and

(ii) Notify the employer in writing of the employee's
conviction under a criminal drug statute for a
violation occurring in the workplace no later than
5 days after such conviction.

(5) Notify the Contracting Officer in writing within 10 days
after receiving notice under subdivision (b)(4)(ii) of
this clause, from an employee or otherwise receiving
actual notice of such conviction. The notice shall include
the position title of the employee;

(6) Within 30 days after receiving notice under subdivision
(b)(4)(ii) of this clause of a conviction, take one of the
following actions with respect to any employee who is
convicted of a drug abuse violation occurring in the
workplace:

(i) Taking appropriate personnel action against such
employee, up to and including termination; or

(ii) Require such employee to satisfactorily participate
in a drug abuse assistance or rehabilitation
program approved for such purposes by a Federal,
State, or local health, law enforcement, or other
appropriate agency; and

(7) Make a good faith effort to maintain a drug-free workplace
through implementation of subparagraphs (b)(1) through
(b)(6) of this clause.

(c) The Contractor, if an individual, agrees by award of the contract
or acceptance of a purchase order, not to engage in the unlawful
manufacture, distribution, dispensing, possession, or use of a
controlled substance while performing this contract.

(d) In addition to other remedies available to the Government, the
Contractor's failure to comply with the requirements of paragraph
(b) or (c) of this clause may, pursuant to FAR 23.506, render the
Contractor subject to suspension of contract payments,
termination of the contract for default, and suspension or
debarment.

30. 552.203-70 - PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY
(SEP 1999)

(Applies to leases which exceed $100,000.)

(a) If the head of the contracting activity (HCA) or his or her
designee determines that there was a violation of subsection
27(a) of the Office of Federal Procurement Policy Act, as amended
(41 U.S.C. 423), as implemented in the Federal Acquisition
Regulation, the Government, at its election, may--

(1) Reduce the monthly rental under this lease by 5 percent of
the amount of the rental for each month of the remaining
term of the lease, including any option periods, and
recover 5 percent of the rental already paid;

(2) Reduce payments for alterations not included in monthly
rental payments by 5 percent of the amount of the
alterations agreement; or

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(3) Reduce the payments for violations by a Lessor's
subcontractor by an amount not to exceed the amount of
profit or fee reflected in the subcontract at the time the
subcontract was placed.

(b) Prior to making a determination as set forth above, the HCA or
designee shall provide to the Lessor a written notice of the
action being considered and the basis therefor. The Lessor shall
have a period determined by the agency head or designee, but not
less than 30 calendar days after receipt of such notice, to
submit in person, in writing, or through a representative,
information and argument in opposition to the proposed reduction.
The agency head or designee may, upon good cause shown, determine
to deduct less than the above amounts from payments.

(c) The rights and remedies of the Government specified herein are
not exclusive, and are in addition to any other rights and
remedies provided by law or under this lease.

31. 52.215-10 - PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT
1997)

(Applies when cost or pricing data are required for work or service
exceeding $500,000.)

(a) If any price, including profit or fee, negotiated in connection
with this contract, or any cost reimbursable under this contract,
was increased by any significant amount because--

(1) The Contractor or a subcontractor furnished cost or
pricing data that were not complete, accurate, and current
as certified in its Certificate of Current Cost or Pricing
Data;

(2) A subcontractor or prospective subcontractor furnished the
Contractor cost or pricing data that were not complete,
accurate, and current as certified in the Contractor's
Certificate of Current Cost or Pricing Data; or

(3) Any of these parties furnished data of any description
that were not accurate, the price or cost shall be reduced
accordingly and the contract shall be modified to reflect
the reduction.

(b) Any reduction in the contract price under paragraph (a) of this
clause due to defective data from a prospective subcontractor
that was not subsequently awarded the subcontract shall be
limited to the amount, plus applicable overhead and profit
markup, by which (1) the actual subcontract or (2) the actual
cost to the Contractor, if there was no subcontract, was less
than the prospective subcontract cost estimate submitted by the
Contractor; provided, that the actual subcontract price was not
itself affected by defective cost or pricing data.

(c) (1) If the Contracting Officer determines under paragraph
(a) of this clause that a price or cost reduction should
be made, the Contractor agrees not to raise the following
matters as a defense:

(i) The Contractor or subcontractor was a sole source
supplier or otherwise was in a superior bargaining
position and thus the price of the contract would
not have been modified even if accurate, complete,
and current cost or pricing data had been
submitted.

(ii) The Contracting Officer should have known that the
cost or pricing data in issue were defective even
though the Contractor or subcontractor took no
affirmative action to bring the character of the
data to the attention of the Contracting Officer.

(iii) The contract was based on an agreement about the
total cost of the contract and there was no
agreement about the cost of each item procured
under the contract.

(iv) The Contractor or subcontractor did not submit a
Certificate of Current Cost or Pricing Data.

(2) (i) Except as prohibited by subdivision (c)(2)(ii)
of this clause, an offset in an amount determined
appropriate by the Contracting Officer based upon
the facts shall be allowed against the amount of a
contract price reduction if--

(A) The Contractor certifies to the Contracting
Officer that, to the best of the
Contractor's knowledge and belief, the
Contractor is entitled to the offset in the
amount requested; and

(B) The Contractor proves that the cost or
pricing data were available before the "as
of" date specified on its Certificate of
Current Cost or Pricing Data, and that the
data were not submitted before such date.

(ii) An offset shall not be allowed if--

(A) The understated data were known by the
Contractor to be understated before the "as
of" date specified on its Certificate of
Current Cost or Pricing Data; or

(B) The Government proves that the facts
demonstrate that the contract price would
not have increased in the amount to be
offset even if the available data had been
submitted before the "as of" date specified
on its Certificate of Current Cost or
Pricing Data.

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(d) If any reduction in the contract price under this clause reduces
the price of items for which payment was made prior to the date
of the modification reflecting the price reduction, the
Contractor shall be liable to and shall pay the United States at
the time such overpayment is repaid--

(1) Simple interest on the amount of such overpayment to be
computed from the date(s) of overpayment to the Contractor
to the date the Government is repaid by the Contractor at
the applicable underpayment rate effective for each
quarter prescribed by the Secretary of the Treasury under
26 U.S.C. 6621(a)(2); and

(2) A penalty equal to the amount of the overpayment, if the
Contractor or subcontractor knowingly submitted cost or
pricing data that were incomplete, inaccurate, or
noncurrent.

32. 552.270-13 - PROPOSALS FOR ADJUSTMENT (SEP 1999)

(a) The Contracting Officer may, from time to time during the term of
this lease, require changes to be made in the work or services to
be performed and in the terms or conditions of this lease. Such
changes will be required under the Changes clause.

(b) If the Contracting Officer makes a change within the general
scope of the lease, the Lessor shall submit, in a timely manner,
an itemized cost proposal for the work to be accomplished or
services to be performed when the cost exceeds $100,000. The
proposal, including all subcontractor work, will contain at least
the following details--

(1) Material quantities and unit costs;

(2) Labor costs (identified with specific item or material to
be placed or operation to be performed;

(3) Equipment costs;

(4) Worker's compensation and public liability insurance;

(5) Overhead;

(6) Profit; and

(7) Employment taxes under FICA and FUTA.

(c) The following Federal Acquisition Regulation (FAR) provisions
also apply to all proposals exceeding $500,000 in cost --

(1) The Lessor shall provide cost or pricing data including
subcontractor cost or pricing data (48 CFR 15.403-4) and

(2) The Lessor's representative, all Contractors, and
subcontractors whose portion of the work exceeds $500,000
must sign and return the "Certificate of Current Cost or
Pricing Data" (48 CFR 15.406-2).

(d) Lessors shall also refer to 48 CFR Part 31, Contract Cost
Principles, for information on which costs are allowable,
reasonable, and allocable in Government work.

33. 552.270-14 - CHANGES (SEP 1999) (VARIATION)

(a) The Contracting Officer may at any time, by written order, make
changes within the general scope of this lease in any one or more
of the following:

(1) Specifications (including drawings and designs);

(2) Work or services;

(3) Facilities or space layout; or

(4) Amount of space, provided the Lessor consents to the
change.

(b) If any such change causes an increase or decrease in Lessor's
cost of or the time required for performance under this lease,
whether or not changed by the order, the Contracting Officer
shall modify this lease to provide for one or more of the
following:

(1) A modification of the delivery date; provided the
Government is responsible for all Governmental caused time
delays,

(2) An equitable adjustment in the rental rate;

(3) A lump sum equitable adjustment; or

(4) An equitable adjustment of the annual operating costs per
ANSI/BOMA Office Area square foot specified in this lease.

34. 552.215-70 - EXAMINATION OF RECORDS BY TSA (FEB 1996)

The Contractor agrees that the Deputy Secretary of the Transportation
Security Administration, or any duly authorized representative shall,
until the expiration of 3 years after final payment under this

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contract, or of the time periods for the particular records specified in
Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7),
whichever expires earlier, have access to and the right to examine any
books, documents, papers, and records of the Contractor involving
transactions related to this contract or compliance with any clauses
thereunder. The Contractor further agrees to include in all its
subcontracts hereunder a provision to the effect that the subcontractor
agrees that the Administrator of General Services, or any duly
authorized representatives shall, until the expiration of 3 years after
final payment under the subcontract, or of the time periods for the
particular records specified in Subpart 4.7 of the Federal Acquisition
Regulation (48 CFR 4.7), whichever expires earlier, have access to and
the right to examine any books, documents, papers, and records of such
subcontractor, involving transactions related to the subcontract or
compliance with any clauses thereunder. The term "subcontract" as used
in this clause excludes (a) purchase orders not exceeding $100,000 and
(b) subcontracts or purchase orders for public utility services at rates
established for uniform applicability to the general public.

35. 52.215-2 - AUDIT AND RECORDS--NEGOTIATION (JUN 1999)

(a) As used in this clause, "records" includes books, documents,
accounting procedures and practices, and other data, regardless
of type and regardless of whether such items are in written form,
in the form of computer data, or in any other form.

(b) Examination of costs. If this is a cost-reimbursement, incentive,
time-and-materials, labor-hour, or price redeterminable contract,
or any combination of these, the Contractor shall maintain and
the Contracting Officer, or an authorized representative of the
Contracting Officer, shall have the right to examine and audit
all records and other evidence sufficient to reflect properly all
costs claimed to have been incurred or anticipated to be incurred
directly or indirectly in performance of this contract. This
right of examination shall include inspection at all reasonable
times of the Contractor's plants, or parts of them, engaged in
performing the contract.

(c) Cost or pricing data. If the Contractor has been required to
submit cost or pricing data in connection with any pricing action
relating to this contract, the Contracting Officer, or an
authorized representative of the Contracting Officer, in order to
evaluate the accuracy, completeness, and currency of the cost or
pricing data, shall have the right to examine and audit all of
the Contractor's records, including computations and projections,
related to--

(1) The proposal for the contract, subcontract, or
modification;

(2) The discussions conducted on the proposal(s), including
those related to negotiating;

(3) Pricing of the contract, subcontract, or modification; or

(4) Performance of the contract, subcontract or modification.

(d) Comptroller General--

(1) The Comptroller General of the United States, or an
authorized representative, shall have access to and the
right to examine any of the Contractor's directly
pertinent records involving transactions related to this
contract or a subcontract hereunder.

(2) This paragraph may not be construed to require the
Contractor or subcontractor to create or maintain any
record that the Contractor or subcontractor does not
maintain in the ordinary course of business or pursuant to
a provision of law.

(e) Reports. If the Contractor is required to furnish cost, funding,
or performance reports, the Contracting Officer or an authorized
representative of the Contracting Officer shall have the right to
examine and audit the supporting records and materials, for the
purpose of evaluating--

(1) The effectiveness of the Contractor's policies and
procedures to produce data compatible with the objectives
of these reports; and

(2) The data reported.

(f) Availability. The Contractor shall make available at its office
at all reasonable times the records, materials, and other
evidence described in paragraphs (a), (b), (C), (d), and (e) of
this clause, for examination, audit, or reproduction, until 3
years after final payment under this contract or for any shorter
period specified in Subpart 4.7, Contractor Records Retention, of
the Federal Acquisition Regulation (FAR), or for any longer
period required by statute or by other clauses of this contract.
In addition--

(1) If this contract is completely or partially terminated,
the Contractor shall make available the records relating
to the work terminated until 3 years after any resulting
final termination settlement; and

(2) The Contractor shall make available records relating to
appeals under the Disputes clause or to litigation or the
settlement of claims arising under or relating to this
contract until such appeals, litigation, or claims are
finally resolved.

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(g) The Contractor shall insert a clause containing all the terms of
this clause, including this paragraph (g), in all subcontracts
under this contract that exceed the simplified acquisition
threshold, and--

(1) That are cost-reimbursement, incentive,
time-and-materials, labor-hour, or price-redeterminable
type or any combination of these;

(2) For which cost or pricing data are required; or

(3) That require the subcontractor to furnish reports as
discussed in paragraph (e) of this clause.

The clause may be altered only as necessary to identify properly
the contracting parties and the Contracting Officer under the
Government prime contract.

36. 52.233-1 - DISPUTES (DEC 1998)

(a) This contract is subject to the Contract Disputes act of 1978, as
amended (41 U.S.C. 601-613)

(b) Except as provided in the Act, all disputes arising under or
relating to this contract shall be resolved under this clause.

(c) "Claim," as used in this clause, means a written demand or
written assertion by one of the contracting parties seeking, as
a matter of right, the payment of money in a sum certain, the
adjustment or interpretation of contract terms, or other relief
arising under or relating to this contract. A claim arising
under a contract, unlike a claim relating to that contract, is a
claim that can be resolved under a contract clause that provides
for the relief sought by the claimant. However, a written demand
or written assertion by the Contractor seeking the payment of
money exceeding $100,000 is not a claim under the Act until
certified as required by subparagraph (d)(2) of this clause. A
voucher, invoice, or other routine request for payment that is
not in dispute when submitted is not a claim under the Act. The
submission may be converted to a claim under the Act, by
complying with the submission and certification requirements of
this clause, if it is disputed either as to liability or amount
or is not acted upon in a reasonable time.

(d) (1) A claim by the Contractor shall be made in writing
and, unless otherwise stated in this contract, submitted
within 6 years after accrual of the claim to the
Contracting Officer for a written decision. A claim by the
Government against the Contractor shall be subject to a
written decision by the Contracting Officer.

(2) (i) The Contractor shall provide the certification
specified in paragraph (d)(2)(iii) of this clause
when submitting any claim exceeding $100,000.

(ii) The certification requirement does not apply to
issues in controversy that have not been submitted
as all or part of a claim.

(iii) The certification shall state as follows: "I
certify that the claim is made in good faith; that
the supporting data are accurate and complete to
the best of my knowledge and belief; that the
amount requested accurately reflects the contract
adjustment for which the Contractor believes the
Government is liable; and that I am duly authorized
to certify the claim on behalf of the Contractor."

(3) The certification may be executed by any person duly
authorized to bind the Contractor with respect to the
claim.

(e) For Contractor claims of $100,000 or less, the Contracting
Officer must, if requested in writing by the Contractor, render a
decision within 60 days of the request. For Contractor-certified
claims over $100,000, the Contracting Officer must, within 60
days, decide the claim or notify the Contractor of the date by
which the decision will be made.

(f) The Contracting Officer's decision shall be final unless the
Contractor appeals or files a suit as provided in the Act.

(g) If the claim by the Contractor is submitted to the Contracting
Officer or a claim by the Government is presented to the
Contractor, the parties, by mutual consent, may agree to use
alternative disputes resolution (ADR). If the Contractor refuses
an offer for ADR, the Contractor shall inform the Contracting
Officer, in writing, of the Contractor's specific reasons for
rejecting the offer.

(h) The Government shall pay interest on the amount found due and
unpaid from (1) the date that the Contracting Officer receives
the claim (certified if required); or (2) the date that payment
otherwise would be due, if that date is later, until the date of
payment. With regard to claims having defective certifications,
as defined in FAR 33.201, interest shall be paid from the date
that the Contracting Officer initially receives the claim.
Simple interest on claims shall be paid at the rate, fixed by
the Secretary of the Treasury as provided in the Act, which is
applicable to the period during which the Contracting Officer
receives the claim and then at

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the rate applicable for each 6-month period as fixed by the
Treasury Secretary during the pendency of the claim.

(i) The Contractor shall proceed diligently with performance of this
contract, pending final resolution of any request for relief,
claim, appeal, or action arising under the contract, and comply
with any decision of the Contracting Officer.

37. 52.222-26 - EQUAL OPPORTUNITY (FEB 1999)

(a) If, during any 12-month period (including the 12 months preceding
the award of this contract), the Contractor has been or is
awarded nonexempt Federal contracts and/or subcontracts that have
an aggregate value in excess of $10,000, the Contractor shall
comply with subparagraphs (b)(1) through (11) below. Upon
request, the Contractor shall provide information necessary to
determine the applicability of this clause.

(b) During performing this contract, the Contractor agrees as
follows:

(1) The Contractor shall not discriminate against any employee
or applicant for employment because of race, color,
religion, sex, or national origin. However, it shall not
be a violation of this clause for the Contractor to extend
a publicly announced preference in employment to Indians
living on or near an Indian reservation, in connection
with employment opportunities on or near an Indian
reservation, as permitted by 41 CFR 60-1.5.

(2) The Contractor shall take affirmative action to ensure the
applicants are employed, and that employees are treated
during employment, without regard to their race, color,
religion, sex, or national origin. This shall include, but
not be limited to, (i) employment, (ii) upgrading, (iii)
demotion, (iv) transfer, (v) recruitment or recruitment
advertising, (vi) layoff or termination, (vii) rates of
pay or other forms of compensation, and (viii) selection
for training, including apprenticeship.

(3) The Contractor shall post in conspicuous places available
to employees and applicants for employment the notices to
be provided by the Contracting Officer that explain this
clause.

(4) The Contractor shall, in all solicitations or
advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants will
receive consideration for employment without regard to
race, color, religion, sex, or national origin.

(5) The Contractor shall send, to each labor union or
representative of workers with which it has a collective
bargaining agreement or other contract or understanding,
the notice to be provided by the Contracting Officer
advising the labor union or workers' representative of the
Contractor's commitments under this clause, and post
copies of the notice in conspicuous places available to
employees and applicants for employment.

(6) The Contractor shall comply with Executive Order 11246, as
amended, and the rules, regulations, and orders of the
Secretary of Labor.

(7) The Contractor shall furnish to the contracting agency all
information required by Executive Order 11246, as amended,
and by the rules, regulations, and orders of the Secretary
of Labor. Standard Form 100 (EEO-1), or any successor
form, as prescribed in 41 CFR part 60-1. Unless the
Contractor has filed within the 12 months preceding the
date of contract award, the Contractor shall, within 30
days after contract award, apply to either the regional
Office of Federal Contract Compliance Programs (OFCCP) or
the local office of the Equal Employment Opportunity
Commission for the necessary forms

(8) The Contractor shall permit access to its premises, during
normal business hours, by the contracting agency or the
OFCCP for the purpose of conducting on-site compliance
evaluations and complaint investigations. The Contractor
shall permit the Government to inspect and copy any books,
accounts, records (including computerized records), and
other material that may be relevant to the matter under
investigation and pertinent to compliance with Executive
Order 11246, as amended, and rules and regulations that
implement the Executive Order.

(9) If the OFCCP determines that the Contractor is not in
compliance with this clause or any rule, regulation, or
order of the Secretary of Labor, this contract may be
canceled, terminated, or suspended in whole or in part and
the Contractor may be declared ineligible for further
Government contracts, under the procedures authorized in
Executive Order 11246, as amended. In addition, sanctions
may be imposed and remedies invoked against the Contractor
as provided in Executive Order 11246, as amended, the
rules, regulations, and orders of the Secretary of Labor,
or as otherwise provided by law.

(10) The Contractor shall include the terms and conditions of
subparagraph (b)(1) through (11) of this clause in every
subcontract or purchase order that is not exempted by the
rules, regulations, or orders of the Secretary of Labor
issued under Executive Order 11246, as amended, so that
these terms and conditions will be binding upon each
subcontractor or vendor.

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(11) The Contractor shall take such action with respect to any
subcontract or purchase order as the contracting agency
may direct as a means of enforcing these terms and
conditions, including sanctions for noncompliance;
provided, that if the Contractor becomes involved in, or
is threatened with, litigation with a subcontractor or
vendor as a result of any direction, the Contractor may
request the United States to enter into the litigation to
protect the interests of the United States.

(c) Notwithstanding any other clause in this contract, disputes
relative to this clause will be governed by the procedures in 41
CFR 60-1.1.

38. 52.222-24 - PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION
(FEB 1999)

(Applies to leases which exceed $10,000,000.)

If a contract in the amount of $10 million or more will result from this
solicitation, the prospective Contractor and its known first-tier
subcontractors with anticipated subcontracts of $10 million or more
shall be subject to a preaward compliance evaluation by the Office of
Federal Contract Compliance Programs (OFCCP), unless, within the
preceding 24 months, OFCCP has conducted an evaluation and found the
prospective Contractor and subcontractors to be in compliance with
Executive Order 11246.

39. 52.222-21 - PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

(a) "Segregated facilities," as used in this clause, means any
waiting rooms, work areas, rest rooms and wash rooms, restaurants
and other eating areas, time clocks, locker rooms and other
storage or dressing areas, parking lots, drinking fountains,
recreation or entertainment areas, transportation, and housing
facilities provided for employees, that are segregated by
explicit directive or are in fact segregated on the basis of
race, color, religion, sex, or national origin because of written
or oral policies or employee custom. The term does not include
separate or single-user rest rooms or necessary dressing or
sleeping areas provided to assure privacy between the sexes.

(b) The Contractor agrees that it does not and will not maintain or
provide for its employees any segregated facilities at any of its
establishments, and that it does not and will not permit its
employees to perform their services at any location under its
control where segregated facilities are maintained. The
Contractor agrees that a breach of this clause is a violation of
the Equal Opportunity clause in this contract.

(c) The Contractor shall include this clause in every subcontract and
purchase order that is subject to the Equal Opportunity clause of
this contract.

40. 52.222-35 - AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE
VIETNAM ERA (APR 1998)

(a) Definitions.

All employment openings includes all positions except executive and top
management, those positions that will be filled from within the
contractor's organization, and positions lasting 3 days or less. This
term includes full-time employment, temporary employment of more than 3
days' duration, and part-time employment.

Appropriate office of the State employment service system means the
local office of the Federal-State national system of public employment
offices with assigned responsibility to serve the area where the
employment opening is to be filled, including the District of Columbia,
Guam, the Commonwealth of Puerto Rico, and the Virgin Islands.

Positions that will be filled from within the Contractor's organization
means employment openings for which no consideration will be given to
persons outside the Contractor's organization (including any affiliates,
subsidiaries, and the parent companies) and includes any openings that
the Contractor proposes to fill from regularly establish "recall" lists.
The exception does not apply to a particular opening once an employer
decides to consider applicants outside of its organization.

Veteran of the Vietnam era means a person who--

(1) Served on active duty for a period of more than 180 days, any
part of which occurred between August 5, 1964, and May 7, 1975,
and was discharged or released therefrom with other than a
dishonorable discharge; or

(2) Was discharged or released from active duty for a
service-connected disability if any part of such active duty was
performed between August 5, 1964, and May 7, 1975.

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(b) General.

(1) Regarding any position for which the employee or applicant
for employment is qualified, the Contractor shall not
discriminate against the individual because the individual
is a disabled veteran or veteran of the Vietnam era. The
Contractor agrees to take affirmative action to employ,
advance in employment, and otherwise treat qualified
disabled veterans and veterans of the Vietnam era without
discrimination based upon their disability or veterans'
status in all employment practices such as--

(i) Employment;

(ii) Upgrading;

(iii) Demotion or transfer;

(iv) Recruitment;

(v) Advertising;

(vi) Layoff or termination;

(vii) Rates of pay or other forms of compensation; and

(viii) Selection for training, including apprenticeship.

(2) The Contractor agrees to comply with the rules,
regulations, and relevant orders of the Secretary of Labor
(Secretary) issued under the Vietnam Era Veterans'
Readjustment Assistance Act of 1972 (the Act), as amended.

(1) The Contractor agrees to list all employment openings
existing at contract award or occurring during contract
performance, at an appropriate office of the State
employment service system in the locality where the
opening occurs. These openings include those occurring at
any contractor facility, including one not connected with
performing this contract. An independent corporate
affiliate is exempt from this requirement.

(2) State and local government agencies holding Federal
contracts of $10,000 or more shall also list all
employment openings with the appropriate office of the
State employment service.

(3) The listing of employment openings with the State
employment service system is required at least
concurrently with using any other recruitment source or
effort and involves the obligations of placing a bona fide
job order, including accepting referrals of veterans and
nonveterans. This listing does not require hiring any
particular job applicant or hiring from any particular
group of job applicants and is not intended to relieve the
Contractor from any requirements of Executive orders or
regulations concerning nondiscrimination in employment.

(4) Whenever the Contractor becomes contractually bound to the
listing terms of this clause, it shall advise the State
employment service system, in each State where it has
establishments, of the name and location of each hiring
location in the State. As long as the Contractor is
contractually bound to these terms and has so advised the
State system, it need not advise the State system of
subsequent contracts. The Contractor may advise the State
system when it is no longer bound by this contract clause.

(d) Applicability. This clause does not apply to the listing of
employment openings which occur and are filled outside the 50
states, the District of Columbia, the Commonwealth of Puerto
Rico, Guam, and the Virgin Islands.

(e) Postings.

(1) The Contractor agrees to post employment notices stating-

(i) The Contractor's obligation under the law to take
affirmative action to employ and advance in
employment qualified disabled veterans and veterans
of the Vietnam era, and

(ii) The rights of applicants and employees.

(2) These notices shall be posted in conspicuous places that
are available to employees and applicants for employment.
They shall be in a form prescribed by the Deputy Assistant
Secretary for Federal Contract Compliance Programs,
Department of Labor (Deputy Assistant Secretary), and
provided by or through the Contracting Officer.

(3) The Contractor shall notify each labor union or
representative of workers with which it has a collective
bargaining agreement or other contract understanding, that
the Contractor is bound by the terms of the Act, and is
committed to take affirmative action to employ, and
advance in employment, qualified disabled veterans and
veterans of the Vietnam era.

(f) Noncompliance. If the Contractor does not comply with the
requirements of this clause, appropriate actions may be taken
under the rules, regulations, and relevant orders of the
Secretary issued pursuant to the Act.

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(g) Subcontracts. The Contractor shall include the terms of this
clause in every subcontract or purchase order of $10,000 or more
unless exempted by rules, regulations, or orders of the
Secretary. The Contractor shall act as specified by the Deputy
Assistant Secretary to enforce the terms, including action for
noncompliance.

41. 52.222-36 - AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

(a) General.

(1) Regarding any position for which the employee or applicant
for employment is qualified, the Contractor shall not
discriminate against any employee or applicant because of
physical or mental disability. The Contractor agrees to
take affirmative action to employ, advance in employment
and otherwise treat qualified individuals with
disabilities without discrimination based upon their
physical or mental disability in all employment practices
such as--

(i) Recruitment, advertising, and job application
procedures;

(ii) Hiring, upgrading, promotion, award of tenure,
demotion, transfer, layoff, termination, right of
return from layoff, and rehiring;

(iii) Rates of pay or any other form of compensation and
changes in compensation;

(iv) Job assignments, job classifications,
organizational structures, position descriptions,
lines of progression, and seniority lists;

(v) Leaves of absence, sick leave, or any other leave;

(vi) Fringe benefits available by virtue of employment,
whether or not administered by the Contractor;

(vii) Selection and financial support for training,
including apprenticeships, professional meetings,
conferences, and other related activities, and
selection for leaves of absence to pursue training

(viii) Activities sponsored by the Contractor, including
social or recreational programs; and

(ix) Any other term, condition, or privilege of
employment.

(2) The Contractor agrees to comply with the rules,
regulations, and relevant orders of the Secretary of Labor
(Secretary) issued under the Rehabilitation Act of 1973
(29 USC 793) (the Act), as amended.

(b) Postings.

(1) The Contractor agrees to post employment notices stating
(i) the Contractor's obligation under the law to take
affirmative action to employ and advance in employment
qualified individuals with disabilities and (ii) the
rights of applicants and employees.

(2) These notices shall be posted in conspicuous places that
are available to employees and applicants for employment.
The Contractor shall ensure that applicants and employees
with disabilities are informed of the contents of the
notice (e.g., the Contractor may have the notice read to a
visually disabled individual, or may lower the posted
notice so that it might be read by a person in a
wheelchair). The notices shall be in a form prescribed by
the Deputy Assistant Secretary for Federal Contract
Compliance of the U.S. Department of Labor (Deputy
Assistant Secretary) and shall be provided by or through
the Contracting Officer.

(3) The Contractor shall notify each labor union or
representative of workers with which it has a collective
bargaining agreement or other contract understanding, that
the Contractor is bound by the terms of Section 503 of the
Act and is committed to take affirmative action to employ,
and advance in employment, qualified individuals with
physical or mental disabilities.

(c) Noncompliance. If the Contractor does not comply with the
requirements of this clause, appropriate actions may be taken
under the rules, regulations, and relevant orders of the
Secretary issued pursuant to the Act.

(d) Subcontracts. The Contractor shall include the terms of this
clause in every subcontract or purchase order in excess of
$10,000 unless exempted by rules, regulations, or orders of the
Secretary. The Contractor shall act as specified by the Director
to enforce the terms, including action for noncompliance.

42. 52.222-37 - EMPLOYMENT REPORTS ON DISABLED VETERANS AND VETERANS OF THE
VIETNAM ERA (JAN 1999)

(a) Unless the Contractor is a State or local government agency, the
Contractor shall report at least annually, as required by the
Secretary of Labor, on:

(1) The number of disabled veterans and the number of veterans
of the Vietnam era in the workforce of the contractor by
job category and hiring location; and

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(2) The total number of new employees hired during the period
covered by the report, and of that total, the number of
special disabled veterans, and the number of veterans of
the Vietnam era.

(b) The above items shall be reported by completing the form entitled
"Federal Contractor Veterans' Employment Report VETS-100."

(d) The employment activity report required by paragraph (a)(2) of
this clause shall reflect total hires during the most recent
12-month period as of the ending date selected for the employment
profile report required by paragraph (a)(1) of this clause.
Contractors may select an ending date: (1) As of the end of any
pay period during the period January through March 1 of the year
the report is due, or (2) as of December 31, if the Contractor
has previous written approval from the Equal Employment
Opportunity Commission to do so for purposes of submitting the
Employer Information Report EEO-1 (Standard Form 100).

(e) The count of veterans reported according to paragraph (a) of
this clause shall be based on voluntary disclosure. Each
Contractor subject to the reporting requirements at 38 U.S.C.
4212 shall invite all special disabled veterans and veterans of
the Vietnam era who wish to benefit under the affirmative action
program at 38 U.S.C. 4212 to identify themselves to the
Contractor. The invitation shall state that the information is
voluntarily provided, that the information will be kept
confidential, that disclosure or refusal to provide the
information will not subject the applicant or employee to any
adverse treatment, and that the information will be used only in
accordance with the regulations promulgated under 38 U.S.C.
4212.

(f) Subcontracts. The Contractor shall include the terms of this
clause in every subcontract or purchase order of $10,000 or more
unless exempted by rules, regulations, or orders of the
Secretary.

43. 52.209-6 - PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)

(a) The Government suspends or debars Contractors to protect the
Government's interests. Contractors shall not enter into any
subcontract in excess of the small purchase limitation at FAR
13.000 with a Contractor that has been debarred, suspended, or
proposed for debarment unless there is a compelling reason to do
so.

(b) The Contractor shall require each proposed first-tier
subcontractor, whose subcontract will exceed the small purchase
limitation at FAR 13.000, to disclose to the Contractor, in
writing, whether as of the time of award of the subcontract, the
subcontractor, or its principals, is or is not debarred,
suspended, or proposed for debarment by the Federal Government.

(c) A corporate officer or designee of the Contractor shall notify
the Contracting Officer, in writing, before entering into a
subcontract with a party that is debarred, suspended or proposed
for debarment (See FAR 9.404 for information on the List of
Parties Excluded from Federal Procurement and Nonprocurement
Programs). The notice must include the following:

(1) The name of the subcontractor,

(2) The Contractor's knowledge of the reasons for the
subcontractor being on the List of Parties Excluded from
Federal Procurement and Nonprocurement Programs;

(3) The compelling reason(s) for doing business with the
subcontractor notwithstanding its inclusion on the List of
Parties Excluded from Federal Procurement and
Nonprocurement Programs;

(4) The systems and procedures the Contractor has established
to ensure that it is fully protecting the Government's
interests when dealing with such subcontractor in view of
the specific basis for the party's debarment, suspension,
or proposed debarment.

44. 52.215-12 - SUBCONTRACTOR COST OR PRICING DATA (OCT 1997)

(Applies when the clause at FAR 52.215-10 is applicable.)

(a) Before awarding any subcontract expected to exceed the threshold
for submission of cost or pricing data at FAR 15.403-4, on the
date of agreement on price or the date of award, which ever is
later; or before pricing any subcontract modification involving a
pricing adjustment expected to exceed the threshold for
submission of cost or pricing data at FAR 15.403-4, the
Contractor shall require the subcontractor to submit cost or
pricing data (actually or by specific identification in writing),
unless an exception under FAR 15.403-1 applies.

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(b) The Contractor shall require the subcontractor to certify in
substantially the form prescribed in FAR 15.406-2 that, to the
best of its knowledge and belief, the data submitted under
paragraph (a) of this clause were accurate, complete, and current
as of the date of agreement on the negotiated price of the
subcontract or subcontract modification.

(c) In each subcontract that exceeds the threshold for submission of
cost or pricing data at FAR 15.403-4, when entered into, the
Contractor shall insert either--

(1) The substance of this clause, including this paragraph
(c), if paragraph (a) of this clause requires submission
of cost or pricing data for the subcontract; or

(2) The substance of the clause at FAR 52.215-13,
Subcontractor Cost or Pricing Data -- Modifications.

45. 52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2000)

(Applies to leases which exceed $100,000 average net annual rental,
including option periods.)

(a) It is the policy of the United States that small business
concerns, veteran-owned small business concerns,
service-disabled veteran-owned small business concerns, HUBZone
small business concerns, small disadvantaged business concerns,
and women-owned small business concerns shall have the maximum
practicable opportunity to participate in performing contracts
let by any Federal agency, including contracts and subcontracts
for subsystems, assemblies, components, and related services for
major systems. It is further the policy of the United States
that its prime contractors establish procedures to ensure the
timely payment of amounts due pursuant to the terms of their
subcontracts with small business concerns, veteran-owned small
business concerns, service-disabled veteran-owned small business
concerns, HUBZone small business concerns, small disadvantaged
business concerns, and women-owned small business concerns.

(b) The Contractor hereby agrees to carry out this policy in the
awarding of subcontracts to the fullest extent consistent with
efficient contract performance. The Contractor further agrees to
cooperate in any studies or surveys as may be conducted by the
United States Small Business Administration or the awarding
agency of the United States as may be necessary to determine the
extent of the Contractor's compliance with this clause.

HUBZone small business concern means a small business concern
that appears on the List of Qualified HUBZone Small Business
Concerns maintained by the Small Business Administration.

Service-disabled veteran-owned small business concern -

(1) Means a small business concern -

(i) Not less than 51 percent of which is owned by one
or more service-disabled veterans or, in the case
of any publicly owned business, not less than 51
percent of the stock of which is owned by one or
more service-disabled veterans; and

(ii) The management and daily business operations of
which are controlled by one or more
service-disabled veterans or, in the case of a
veteran with permanent and severe disability, the
spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in
38 U.S.C. 101(2), with a disability that is
service-connected, as defined in 38 U.S.C. 101(16).

Small business concern means a small business as defined pursuant
to Section 3 of the Small Business Act and relevant regulations
promulgated pursuant thereto.

Small disadvantaged business concern means a small business
concern that represents, as part of its offer that -

(1) It has received certification as a small disadvantaged
business concern consistent with 13 CFR part 124,
Subpart B;

(2) No material change in disadvantaged ownership and control
has occurred since its certification;

(3) Where the concern is owned by one or more individuals, the
net worth of each individual upon whom the certification
is based does not exceed $750,000 after taking into
account the applicable exclusions set forth at 13
CFR 124.104(c)(2); and

(4) It is identified, on the date of its representation, as a
certified small disadvantaged business in the database
maintained by the Small Business Administration (PRO-Net).

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"Veteran-owned small business concern" means a small business
concern -

(1) Not less than 51 percent of which is owned by one or more
veterans (as defined at 38 U.S.C. 101(2)) or, in the case
of any publicly owned business, not less than 51 percent
of the stock of which is owned by one or more veterans;
and

(2) The management and daily business operations of which are
controlled by one or more veterans.

"Women-owned small business concern" means a small business
concern -

(1) That is at least 51 percent owned by one or more women,
or, in the case of any publicly owned business, at least
51 percent of the stock of which is owned by one or more
women; and

(2) Whose management and daily business operations are
controlled by one or more women.

(d) Contractors acting in good faith may rely on written
representations by their subcontractors regarding their status as
a small business concern, a veteran-owned small business concern,
a service-disabled veteran-owned small business concern, a
HUBZone small business concern, a small disadvantaged business
concern, or a women-owned small business concern.

46. 52.219-9 - SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2000)

(Applies to leases which exceed $500,000.)

(a) This clause does not apply to small business concerns.

(b) Definitions. As used in this clause--

"Commercial item" means a product or service that satisfies the
definition of commercial item in section 2.101 of the Federal
Acquisition Regulation.

"Commercial plan" means a subcontracting plan (including goals)
that covers the offeror's fiscal year and that applies to the
entire production of commercial items sold by either the entire
company or a portion thereof (e.g., division, plant, or product
line).

"Individual contract plan" means a subcontracting plan that
covers the entire contract period (including option periods),
applies to a specific contract, and has goals that are based on
the offeror's planned subcontracting in support of the specific
contract, except that indirect costs incurred for common or joint
purposes may be allocated on a prorated basis to the contract.

"Master plan" means a subcontracting plan that contains all the
required elements of an individual contract plan, except goals,
and may be incorporated into individual contract plans, provided
the master plan has been approved.

"Subcontract," means any agreement means any agreement (other
than one involving an employer-employee relationship) entered
into by a Federal Government prime Contractor or subcontractor
calling for supplies or services required for performance of the
contract or subcontract.

(c) The offeror, upon request by the Contracting Officer, shall
submit and negotiate a subcontracting plan, where applicable,
which separately addresses subcontracting with small business,
veteran-owned small business, HUBZone small business concerns,
small disadvantaged business, and women-owned small business
concerns. If the offeror is submitting an individual contract
plan, the plan must separately address subcontracting with small
business, veteran-owned small business, HUBZone small business,
small disadvantaged business, and women-owned small business
concerns, with a separate part for the basic contract and
separate parts for each option (if any). The plan shall be
included in and made a part of the resultant contract. The
subcontracting plan shall be negotiated within the time
specified by the Contracting Officer. Failure to submit and
negotiate the subcontracting plan shall make the offeror
ineligible for award of a contract.

(d) The offeror's subcontracting plan shall include the following:

(1) Goals, expressed in terms of percentages of total planned
subcontracting dollars, for the use of small business,
veteran-owned small business, HUBZone small business,
small disadvantaged business, and women-owned small
business concerns as subcontractors. Service-disabled
veteran-owned small business concerns meet the definition
of veteran-owned small business concerns, and offerors may
include them within the subcontracting plan goal for
veteran-owned small business concerns. A

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SFO DTSA20-03-R-00528

separate goal for service-disabled veteran-owned small
business concerns is not required. The offeror shall
include all subcontracts that contribute to contract
performance, and may include a proportionate share of
products and services that are normally allocated as
indirect costs.

(2) A statement of--

(i) Total dollars planned to be subcontracted for an
individual contract plan; or the offeror's total
projected sales, expressed in dollars, and the
total value of projected subcontracts to support
the sales for a commercial plan;

(ii) Total dollars planned to be subcontracted to small
business concerns;

(iii) Total dollars planned to be subcontracted to
veteran-owned small business concerns;

(iv) Total dollars planned to be subcontracted to
HUBZone small business concerns;

(v) Total dollars planned to be subcontracted to small
disadvantaged business concerns; and

(vi) Total dollars planned to be subcontracted to
women-owned small business concerns.

(3) A description of the principal types of supplies and
services to be subcontracted, and an identification of the
types planned for subcontracting to -

(i) Small business concerns,

(ii) Veteran-owned small business concerns;

(iii) HUBZone small business concerns;

(iv) Small disadvantaged business concerns; and

(v) Women-owned small business concerns.

(4) A description of the method used to develop the
subcontracting goals in paragraph (d)(1) of this clause.

(5) A description of the method used to identify potential
sources for solicitation purposes (e.g., existing company
source lists, the Procurement Marketing and Access Network
(PRO-Net) of the Small Business Administration (SBA),
veterans service organizations, the National Minority
Purchasing Council Vendor Information Service, the
Research and Information Division of the Minority Business
Development Agency in the Department of Commerce, or
small, HUBZone, small disadvantaged, and women-owned small
business trade associations). A firm may rely on the
information contained in PRO-Net as an accurate
representation of a concern's size and ownership
characteristics for the purposes of maintaining a small,
veteran-owned small, HUBZone small, small disadvantaged,
and women-owned small business source list. Use of PRO-Net
as its source list does not relieve a firm of its
responsibilities (e.g., outreach, assistance, counseling,
or publicizing subcontracting opportunities) in this
clause.

(6) A statement as to whether or not the offeror included
indirect costs in establishing subcontracting goals, and
a description of the method used to determine the
proportionate share of indirect costs to be incurred
with -

(i) Small business concerns;

(ii) Veteran-owned small business concerns;

(ii) HUBZone small business concerns;

(iii) Small disadvantaged business concerns; and

(iv) Women-owned small business concerns.

(7) The name of the individual employed by the offeror who
will administer the offeror's subcontracting program, and
a description of the duties of the individual.

(8) A description of the efforts the offeror will make to
assure that small business, veteran-owned small business,
HUBZone small business, small disadvantaged and
women-owned small business concerns have an equitable
opportunity to compete for subcontracts.

(9) Assurances that the offeror will include the clause in
this contract entitled "Utilization of Small Business
Concerns" in all subcontracts that offer further
subcontracting opportunities, and that the offeror will
require all subcontractors (except small business
concerns) that receive subcontracts in excess of $500,000
($1,000,000 for construction of any public facility) to
adopt a subcontracting plan that complies with the
requirements of this clause.

(10) Assurances that the offeror will--

(i) Cooperate in any studies or surveys as may be
required;

(ii) Submit periodic reports so that the Government can
determine the extent of compliance by the offeror
with the subcontracting plan;

(iii) Submit Standard Form (SF) 294, Subcontracting
Report for Individual Contracts, and/or SF 295,
Summary Subcontract Report, in accordance with
paragraph (j) of this clause. The reports shall
provide information on subcontract awards to small
business concerns, veteran-owned small business
concerns, service-disabled veteran-owned small
business concerns, small disadvantaged business
concerns, women-owned small business concerns, and
Historically Black Colleges and Universities and
Minority Institutions. Reporting shall be in
accordance with the instructions on the forms or as
provided in agency regulations.

(iv) Ensure that its subcontractors agree to submit
Standard Forms 294 and 295.

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GSA FORM 3517B PAGE 24 (REV 9/01)

SFO DTSA20-03-R-00528

(11) A recitation of the types of records the offeror will
maintain concerning procedures that have been adopted to
comply with the requirements and goals in the plan,
including establishing source lists; and a description
of the offeror's efforts to locate small business,
veteran-owned small business, HUBZone small business,
small disadvantaged business, and women-owned small
business concerns and award subcontracts to them. The
records shall include at least the following (on a
plant-wide or company-wide basis, unless otherwise
indicated):

(i) Source lists (e.g., PRO-Net), guides, and other
data that identify small business, veteran-owned
small business, HUBZone small business, small
disadvantaged and women-owned small business
concerns.

(ii) Organizations contacted in an attempt to locate
sources that are small business, veteran-owned
small business, HUBZone small business, small
disadvantaged or women-owned small business
concerns.

(iii) Records on each subcontract solicitation resulting
in an award of more than $100,000, indicating -

(A) Whether small business concerns were
solicited and if not, why not;

(B) Whether veteran-owned small business
concerns were solicited and, if not, why
not;

(D) Whether small disadvantaged business
concerns were solicited and if not, why not;

(E) Whether women-owned small business concerns
were solicited and if not, why not; and

(F) If applicable, the reason award was not made
to a small business concern.

(iv) Records of any outreach efforts to contact -

(A) Trade associations;

(B) Business development organizations,

(C) Conferences and trade fairs to locate small,
HUBZone small, small disadvantaged, and
women-owned small business sources;

(D) Veterans service organizations.

(v) Records of internal guidance and encouragement
provided to buyers through -

(A) Workshops, seminars, training, etc.; and

(B) Monitoring performance to evaluate
compliance with the program's requirements.

(vi) On a contract-by-contract basis, records to support
award data submitted by the offeror to the
Government, including the name, address, and
business size of each subcontractor. Contractors
having commercial plans need not comply with this
requirement.

(e) In order to effectively implement this plan to the extent
consistent with efficient contract performance, the Contractor
shall perform the following functions:

(1) Assist small business, veteran-owned small business,
HUBZone small business, small disadvantaged and
women-owned small business concerns by arranging
solicitations, time for the preparation of bids,
quantities, specifications, and delivery schedules so as
to facilitate the participation by such concerns. Where
the Contractor's lists of potential small, veteran-owned
small business, HUBZone small business, small
disadvantaged and women-owned small business
subcontractors are excessively long, reasonable efforts
shall be made to give all such small business concerns an
opportunity to compete over a period of time.

(2) Provide adequate and timely consideration of the
potentialities of small, veteran-owned small business,
HUBZone small business, small disadvantaged and
women-owned small business concerns in all "make-or-buy"
decisions.

(3) Counsel and discuss subcontracting opportunities with
representatives of small, veteran-owned small business,
HUBZone small business, small disadvantaged and
women-owned small business firms.

(4) Provide notice to subcontractors concerning penalties and
remedies for misrepresentations of business status as
small, veteran-owned small business, HUBZone small
business, small disadvantaged or women-owned small
business for the purpose of obtaining a subcontract that
is to be included as part or all of a goal contained in
the Contractor's subcontracting plan.

(f) A master plan on a plant or division-wide basis that contains all
the elements required by paragraph (d) of this clause, except
goals, may be incorporated by reference as a part of the
subcontracting plan required of the offeror by this clause;
provided -

(1) The master plan has been approved;

(2) The offeror ensures that the master plan is updated as
necessary and provides copies of the approved master plan,
including evidence of its approval, to the Contracting
Officer; and

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GSA FORM 3517B PAGE 25 (REV 9/01)

SFO DTSA20-03-R-00528

(3) Goals and any deviations from the master plan deemed
necessary by the Contracting Officer to satisfy the
requirements of this contract are set forth in the
individual subcontracting plan.

(g) A commercial plan is the preferred type of subcontracting plan
for contractors furnishing commercial items. The commercial plan
shall relate to the offeror's planned subcontracting generally,
for both commercial and Government business, rather than solely
to the Government contract. Commercial plans are also preferred
for subcontractors that provide commercial items under a prime
contract, whether or not the prime contractor is supplying a
commercial item.

(h) Prior compliance of the offeror with other such subcontracting
plans under previous contracts will be considered by the
Contracting Officer in determining the responsibility of the
offeror for award of the contract.

(i) The failure of the Contractor or subcontractor to comply in good
faith with -

(1) The clause of this contract entitled "Utilization of Small
Business Concerns," or

(2) An approved plan required by this clause, shall be a
material breach of the contract.

(j) The Contractor shall submit the following reports:

(1) Standard Form 294, Subcontracting Report for Individual
Contracts. This report shall be submitted to the
Contracting Officer semiannually and at contract
completion. The report covers subcontract award data
related to this contract. This report is not required for
commercial plans.

(2) Standard Form 295, Summary Subcontract Report. This report
encompasses all the contracts with the awarding agency. It
must be submitted semi-annually for contracts with the
Department of Defense and annually for contracts with
civilian agencies. If the reporting activity is covered by
a commercial plan, the reporting activity must report
annually all subcontract awards under that plan. All
reports submitted at the close of each fiscal year (both
individual and commercial plans) shall include a breakout,
in the Contractor's format, of subcontract awards, in
whole dollars, to small disadvantaged business concerns by
North American Industry Classification System (NAICS)
Industry Subsector. For a commercial plan, the Contractor
may obtain from each of its subcontractors a predominant
NAICS Industry Subsector and report all awards to that
subcontractor under its predominant NAICS Industry
Subsector.

47. 52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999)

(a) Failure to make a good faith effort to comply with the
subcontracting plan, as used in this clause, means a willful or
intentional failure to perform in accordance with the
requirements of the subcontracting plan approved under the clause
in this contract entitled "Small Business Subcontracting Plan,"
or willful or intentional action to frustrate the plan.

(b) Performance shall be measured by applying the percentage goals
to the total actual subcontracting dollars or, if a commercial
plan is involved, to the pro rata share of actual subcontracting
dollars attributable to Government contracts covered by the
commercial plan. If, at contract completion or, in the case of a
commercial plan, at the close of the fiscal year for which the
plan is applicable, the Contractor has failed to meet its
subcontracting goals and the Contracting Officer decides in
accordance with paragraph (c) of this clause that the Contractor
failed to make a good faith effort to comply with its
subcontracting plan, established in accordance with the clause
in this contract entitled "Small Business Subcontracting Plan,"
the Contractor shall pay the Government liquidated damages in an
amount stated. The amount of probable damages attributable to
the Contractor's failure to comply shall be an amount equal to
the actual dollar amount by which the Contractor failed to
achieve each subcontract goal.

(c) Before the Contracting Officer makes a final decision that the
Contractor has failed to make such good faith effort, the
Contracting Officer shall give the Contractor written notice
specifying the failure and permitting the Contractor to
demonstrate what good faith efforts have been made and to
discuss the matter. Failure to respond to the notice may be
taken as an admission that no valid explanation exists. If,
after consideration of all the pertinent data, the Contracting
Officer finds that the Contractor failed to make a good faith
effort to comply with the subcontracting plan, the Contracting
Officer shall issue a final decision to that effect and require
that the Contractor pay the Government liquidated damages as
provided in paragraph (b) of this clause.

(d) With respect to commercial plans, the Contracting Officer who
approved the plan will perform the functions of the Contracting
Officer under this clause on behalf of all agencies with
contracts covered by the commercial plan.

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SFO DTSA20-03-R-00528

(e) The Contractor shall have the right of appeal, under the clause
in this contract entitled Disputes, from any final decision of
the Contracting Officer.

(f) Liquidated damages shall be in addition to any other remedies
that the Government may have.

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LESSOR GOVERNMENT
GSA FORM 3517B PAGE 27 (REV 9/01)

SFO DTSA20-03-R-00528
SOLICITATION PROVISIONS
(Acquisition of Leasehold Interests in Real Property)

1. 552.270-1 - INSTRUCTIONS TO OFFERORS - ACQUISITION OF LEASEHOLD INTERESTS
IN REAL PROPERTY (MAR 1998)

(a) Definitions. As used in this provision--

"Discussions" are negotiations that occur after establishment of the
competitive range that may, at the Contracting Officer's discretion, result
in the offeror being allowed to revise its proposal.

"In writing" or "written" means any worded or numbered expression which can
be read, reproduced, and later communicated, and includes electronically
transmitted and stored information.

"Proposal modification" is a change made to a proposal before the
solicitation's closing date and time, or made in response to an amendment,
or made to correct a mistake at any time before award.

"Proposal revision" is a change to a proposal made after the solicitation
closing date, at the request of or as allowed by a Contracting Officer as
the result of negotiations.

"Time," if stated as a number of days, is calculated using calendar days,
unless otherwise specified, and will include Saturdays, Sundays, and legal
holidays. However, if the last day falls on a Saturday, Sunday, or legal
holiday, then the period shall include the next working day.

(b) Amendments to solicitations. If this solicitation is amended, all
terms and conditions that are not amended remain unchanged. Offerors
shall acknowledge receipt of any amendment to this solicitation by the
date and time specified in the amendment(s).

(1) Unless other methods (e.g., electronic commerce or facsimile) are
permitted in the solicitation, proposals and modifications to
proposals shall be submitted in paper media in sealed envelopes
or packages. Offers must be:

(i) Submitted on the forms prescribed and furnished by the
Government as a part of this solicitation or on copies of
those forms, and

(ii) Signed. The person signing an offer must initial each
erasure or change appearing on any offer form. If the
offeror is a partnership, the names of the partners
composing the firm must be included with the offer.

(2) Late proposals and revisions.

(i) The Government will not consider any proposal received at
the office designated in the solicitation after the exact
time specified for receipt of offers unless it is received
before the Government makes award and it meets at least one
of the following conditions:

(A) It was sent by registered or certified mail not later
than the 5th calendar day before the date specified for
receipt of offers (e.g., an offer submitted in response
to a solicitation requiring receipt of offers by the
20th of the month must have been mailed by the 15th).

(B) It was sent by mail (or telegram or facsimile, if
authorized) or hand-carried (including delivery by a
commercial carrier) if it is determined by the
Government that the late receipt was due primarily to
Government mishandling after receipt at the Government
installation.

(C) It was sent by U.S. Postal Service Express Mail Next
Day Service-Post Office to Addressee, not later than
5:00 p.m. at the place of mailing two working days
prior to the date specified for receipt of proposals.
The term "working days" excludes weekends and U.S.
Federal holidays.

(D) It was transmitted through an electronic commerce
method authorized by the solicitation and was received
at the initial point of entry to the Government
infrastructure not later than 5:00 p.m. one working day
prior to the date specified for receipt of proposals.

(E) There is acceptable evidence to establish that it was
received at the activity designated for receipt of
offers and was under the Government's control prior to
the time set for receipt of offers, and the Contracting
Officer determines that accepting the late offer would
not unduly delay the procurement.

(F) It is the only proposal received.

(ii) Any modification or revision of a proposal or response to
request for information, including any final proposal
revision, is subject to the same conditions as in
subparagraphs (c)(2)(i)(A) through (c)(2)(i)(E) of this
provision.

(iii) The only acceptable evidence to establish the date of
mailing of a late proposal or modification or revision sent
either by registered or certified mail is the U.S. or
Canadian Postal Service postmark both on the envelope or
wrapper and on the original receipt from the U.S. or
Canadian Postal Service. Both postmarks must show a legible
date or the proposal, response to a request for information,
or modification

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TSA FORM 3516A PAGE 1 (REV 9/01)

SFO DTSA20-03-R-00528

or revision shall be processed as if mailed late. "Postmark"
means a printed, stamped, or otherwise placed impression
(exclusive of a postage meter machine impression) that is
readily identifiable without further action as having been
supplied and affixed by employees of the U.S. or Canadian
Postal Service on the date of mailing. Therefore, offerors
or respondents should request the postal clerk to place a
legible hand cancellation bull's eye postmark on both the
receipt and the envelope or wrapper.

(iv) Acceptable evidence to establish the time of receipt at the
Government installation includes the time/date stamp of that
installation on the proposal wrapper, other documentary
evidence of receipt maintained by the installation, or oral
testimony or statements of Government personnel.

(v) The only acceptable evidence to establish the date of
mailing of a late offer, modification or revision, or
withdrawal sent by Express Mail Next Day Service-Post Office
to Addressee is the date entered by the post office
receiving clerk on the "Express Mail Next Day Service-Post
Office to Addressee" label and the postmark on both the
envelope or wrapper and on the original receipt from the
U.S. Postal Service. "Postmark" has the same meaning as
defined in paragraph (c)(2)(iii) of this provision,
excluding postmarks of the Canadian Postal Service.
Therefore, offerors or respondents should request the postal
clerk to place a legible hand cancellation bull's eye
postmark on both the receipt and the envelope or wrapper.

(vi) Notwithstanding paragraph (c)(2)(i) of this provision, a
late modification or revision of an otherwise successful
proposal that makes its terms more favorable to the
Government will be considered at any time it is received and
may be accepted.

(vii) An offeror may withdraw its proposal by written notice or
telegram (including mailgram) received at any time before
award. If the solicitation authorizes facsimile proposals,
an offeror may withdraw its proposal via facsimile received
at any time before award, subject to the conditions
specified in the provision entitled "Facsimile Proposals."
Proposals may be withdrawn in person by an offeror or an
authorized representative, if the representative's identity
is made known and the representative signs a receipt for the
proposal before award.

(viii) If an emergency or unanticipated event interrupts normal
Government processes so that proposals cannot be received at
the office designated for receipt of proposals by the exact
time specified in the solicitation, and urgent Government
requirements preclude amendment of the solicitation or other
notice of an extension of the closing date, the time
specified for receipt of proposals will be deemed to be
extended to the same time of day specified in the
solicitation on the first work day on which normal
Government processes resume. If no time is specified in the
solicitation, the time for receipt is 4:30 p.m., local time,
for the designated Government office.

(3) Any information given to a prospective offeror concerning this
solicitation will be furnished promptly to all other prospective
offerors, if that information is necessary in submitting offers or if
the lack of it would be prejudicial to any other prospective offeror.

(4) Offerors may submit modifications to their proposals at any time
before the solicitation closing date and time, and may submit
modifications in response to an amendment, or to correct a mistake at
any time before award.

(5) Offerors may submit revised proposals only if requested or allowed by
the Contracting Officer.

(6) The Government will construe an offer to be in full and complete
compliance with this solicitation unless the offer describes any
deviation in the offer.

(7) Offerors may submit proposals that depart from stated requirements.
Such a proposal shall clearly identify why the acceptance of the
proposal would be advantageous to the Government. The proposal must
clearly identify and explicitly define any deviations from the terms
and conditions of the solicitation, as well as the comparative
advantage to the Government. The Government reserves the right to
amend the solicitation to allow all offerors an opportunity to submit
revised proposals based on the revised requirements.

(d) Restriction on disclosure and use of data. An offeror that includes in its
proposal data that it does not want disclosed to the public for any
purpose, or used by the Government except for evaluation purposes, must
meet both of the following conditions:

(1) Mark the title page with the following legend:

This proposal includes data that shall not be disclosed outside the
Government and shall not be duplicated, used, or disclosed--in whole or in
part--for any purpose other than to evaluate this proposal. If, however, a
lease is awarded to this offeror as a result of--or in connection with--the
submission of this data, the Government shall have the right to duplicate,
use, or disclose the data to the extent provided in the resulting contract.
This restriction does not limit the Government's right to use information
contained in this data if it is obtained from another source without
restriction. The data subject to this restriction are contained in sheets
[insert numbers or other identification of sheets].

(2) Mark each sheet of data it wishes to restrict with the following
legend:

Use or disclosure of data contained on this sheet is subject to the
restriction on the title page of this proposal.

(e) Lease award.

(1) The Government intends to award a lease resulting from this
solicitation to the responsible offeror whose proposal represents the
best value after evaluation in accordance with the factors and
subfactors in the solicitation.

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SFO DTSA20-03-R-00528

(2) The Government may reject any or all proposals if such action is in
the Government's interest.

(3) The Government may waive informalities and minor irregularities in
proposals received.

(4) The Government intends to evaluate proposals and award a lease after
conducting discussions with offerors whose proposals have been
determined to be within the competitive range. If the Contracting
Officer determines that the number of proposals that would otherwise
be in the competitive range exceeds the number at which an efficient
competition can be conducted, the Contracting Officer may limit the
number of proposals in the competitive range to the greatest number
that will permit an efficient competition among the most highly rated
proposals. Therefore, the offeror's initial proposal should contain
the offeror's best terms from a price and technical standpoint.

(5) Exchanges with offerors after receipt of a proposal do not constitute
a rejection or counteroffer by the Government.

(6) The Government may determine that a proposal is unacceptable if the
prices proposed are materially unbalanced between line items or
subline items. Unbalanced pricing exists when, despite an acceptable
total evaluated price, the price of one or more contract line items is
significantly overstated or understated as indicated by the
application of cost or price analysis techniques. A proposal may be
rejected if the Contracting Officer determines that the lack of
balance poses an unacceptable risk to the Government.

(7) The unconditional written acceptance of an offer establishes a valid
contract.

(8) The Government may disclose the following information in postaward
debriefings to other offerors:

(i) The overall evaluated cost or price and technical rating of the
successful offeror;

(ii) The overall ranking of all offerors, when any ranking was
developed by the agency during source selection; and

(iii) A summary of the rationale for award.

2. 52.222-24 - PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE EVALUATION (FEB
1999)

If a contract in the amount of $10 million or more will result from this
solicitation, the prospective Contractor and its known first-tier
subcontractors with anticipated subcontracts of $10 million or more shall
be subject to a preaward compliance evaluation by the Office of Federal
Contract Compliance Programs (OFCCP), unless, within the preceding 24
months, OFCCP has conducted an evaluation and found the prospective
Contractor and subcontractors to be in compliance with Executive Order
11246.

3. 552.270-3 - PARTIES TO EXECUTE LEASE (SEP 1999)

(a) If the lease is executed by an attorney, agent, or trustee on behalf
of the Lessor, an authenticated copy of his power of attorney, or
other evidence to act on behalf of the Lessor, must accompany the
lease.

(b) If the Lessor is a partnership, the lease must be signed with the
partnership name, followed by the name of the legally authorized
partner signing the same, and, if requested by the Government, a copy
of either the partnership agreement or current Certificate of Limited
Partnership shall accompany the lease.

(c) If the Lessor is a corporation, the lease must be signed with the
corporate name, followed by the signature and title of the officer or
other person signing the lease on its behalf, duly attested, and, if
requested by the Government, evidence of this authority so to act
shall be furnished.

4. 52.233-2 - SERVICE OF PROTEST (AUG 1996) (VARIATION)

(Applies to leases which exceed $100,000 average net annual rental,
including option periods.)

(a) Protests, as defined in section 33.101 of the Federal Acquisition
Regulation, that are filed directly with an agency, and copies of any
protests that are filed with the General Accounting Office (GAO),
shall be served on the Contracting Officer by obtaining written and
dated acknowledgment of receipt from the Contracting Officer at the
address shown elsewhere in this solicitation.

(b) The copy of any protest shall be received in the office designated
above within one day of filing a protest with the GAO.

5. SERVICE OF PROTEST (TSA OCT 2002)

AS A CONDITION OF SUBMITTING AN OFFER OR RESPONSE TO THIS SOLICITATION THE
OFFEROR OR POTENTIAL OFFEROR AGREES TO BE BOUND BY THE FOLLOWING PROVISIONS
RELATING TO PROTESTS.

(A) Protests concerning Transportation Security Administration (TSA)
solicitations or awards of contracts shall be resolved through the
dispute resolution system adopted by the Federal Aviation
Administration (FAA) as part of its Acquisition Management System, and
FAA's Office of Dispute Resolution (ODRA), and shall be governed by
the procedures set forth in 14 CFR Parts 14 and 17, which are hereby
incorporated by reference. Judicial review, where available, will be
in accordance with 49 USC 46110 and shall apply only to final agency
decisions. A protestor may seek review of a final decision only after
its administration remedies have been exhausted.

GSA FORM 3516A PAGE 3 (REV 9/01)
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LESSOR GOVERNMENT

SFO DTSA20-03-R-00528

(B) Offerors initially should attempt to resolve any issues concerning
potential protests with the Contracting Officer. The Contracting
Officer should make reasonable efforts to answer questions promptly
and completely, and, where possible, to resolve concerns or
controversies. The protest time limitations, however, will not be
extended by attempts to resolve a potential protest with the
Contracting Officer.

(C) The filing of a protest with the ODRA may be accomplished by mail, by
overnight delivery, hand delivery or by facsimile. A protest is
considered filed on the date it is received by the ODRA.

(D) Only an interested party may file a protest. An interested party is
one whose direct economic interest has been or would be affected by
the award or failure to award a TSA contract. Proposed subcontractors
are not "interested parties" within this definition.

(E) A written protest must be filed with the ODRA within the time limits
set forth below, or the time set forth for the receipt of initial
proposals.

(1). Protests based on alleged improprieties in a solicitation that
are apparent prior to bid opening or the time set for receipt of
initial proposals shall be filed prior to bid opening or the time set
for receipt of initial proposals.

(2). In procurements where proposals are requested, alleged
improprieties that do not exist in the initial solicitation, but which
are subsequently incorporated into the solicitation must be protested
not later than the next closing time for receipt of proposal following
the incorporation.

(3). For protests other than those related to alleged solicitation
improprieties, the protest must be filed on the later of the following
two dates:

(i). Not later than (7) business days after the date the protester
knew or should have known of the grounds for the protest; or

(ii). If the protester has requested a post-award briefing from the
TSA Contracting Officer, not later than five (5) business days after
the date on which the Contracting Officer holds that debriefing.

(F) Protests shall be filed at:

(1) Office of Dispute Resolution for Acquisition, AGC-70.
Federal Aviation Administration
400 7th Street S.W.
Room 8332
Washington, DC 20590

Telephone: 202-366-6400
Facsimile: 202-366-7400 or

(2) Other addresses as specified in the solicitation.

(G) At the same time as filing the protest with the ODRA, the protester
shall serve a copy of the protest on the Contracting Officer and any
other official designated in the solicitation for receipt of protests
by means reasonably calculated to be received by the Contracting
Officer on the same day as it is to be received by the ODRA. The
protest shall include a signed statement from the protester,
certifying to the ODRA the manner of service, date, and time when a
copy of the protest was served on the Contracting Officer and other
designated official(s).

(H) Additional information and guidance about the ODRA dispute resolution
process for protests can be found on the ODRA website at
http://www.faa.gov.

PROTEST AFTER AWARD

(I) Upon receipt of a notice that a protest has been filed with the FAA
Office of Dispute Resolution (ODRA), or a determination that a protest
is likely, the Transportation Security Administrator or his designee
may instruct the Contracting Officer to direct the Contractor to stop
performance of the work called for by this contract. The order to the
Contractor shall be in writing, and shall be specifically identified
as a stop-work order issued under this clause. Upon receipt of the
order, the contractor shall immediately comply with its terms and take
all reasonable steps to minimize the incurrence of costs allocable to
the work covered by the order during the period of work stoppage. Upon
receipt of the final decision or other resolution of the protest, the
Contracting Officer shall either:

(1). Cancel the stop work order, or

(2). For other than cost-reimbursement contracts, terminate the work
covered by the work order as provided in the "Default" or the
Termination for Convenience of the Government clause(s) of this
contract; or

(3). For cost-reimbursement contracts, terminate the work covered by
the order as provided in the "Termination" clause of this contract.

(J) If a stop-work order issued this clause is cancelled either before or
after the final resolution of the protest, the Contractor shall resume
work. The Contracting Officer shall make for other than
cost-reimbursement contracts, an equitable adjustment in the delivery
schedule or contract price, or both; and for cost-reimbursement
contracts, an equitable adjustment in the delivery schedule, the
estimated cost, the fee, or a combination thereof, and in any other
terms of the contract that may be affected; and the contract shall be
modified in writing accordingly, if:

(1). The stop-work order results in an increase in the time required
for, or in the Contractor's cost properly allocable to, the
performance of any part of this contract; and

(2). The Contractor asserts its right to an adjustment within 30 days
after the end of the period of work stoppage; provided, that if the
Contracting Officer decides the facts justify the action, the
Contracting Officer may receive and act upon a proposal submitted any
time before final payment under this contract.

(K) If a stop-work order is not cancelled and the work covered by the
order is terminated for the convenience of the Government, the
Contracting Officer shall allow reasonable costs resulting from the
stop-work order in arriving at the termination settlement.

(L) If a stop-work order is not cancelled and the work covered by the
order is terminated for default, the Contracting Officer shall allow,
by equitable adjustment or otherwise, reasonable costs resulting from
the stop-work order.

(M) The Government's rights to terminate this contract at any time are not
affected by the action under this clause.

6. FLOOD PLAINS AND WETLANDS (APR 1984)

An award of contract will not be made for a property located within a base
flood plain or wetland unless the Government has determined it to be the
only practicable alternative.

TSA FORM 3516A PAGE 4 (REV 9/01)

INITIALS: (ILLEGIBLE) & (ILLEGIBLE)
-------------- --------------
LESSOR GOVERNMENT

SOLICITATION FOR OFFERS

DTSA20-03-R-00528

REVISION 1

TRANSPORTATION SECURITY ADMINISTRATION

450,000 to 550,000 ANSI/BOMA rentable square feet

NAME: Lisa Maass

TITLE: Contracting Officer

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

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
--------- ---------
LESSOR GOV'T

TABLE OF CONTENTS

1.0 SUMMARY.............................................................................5
1.1 AMOUNT AND TYPE OF SPACE (SEP 2000)(TSA SEP 2002)...................................5
1.2 AREA OF CONSIDERATION...............................................................5
1.3 LOCATION; INSIDE OR OUTSIDE CITY CENTER (SEP 2000)(TSA SEP 2002)....................6
1.4 LEASE TERM (SEP 2000)(TSA SEP 2002).................................................6
1.5 OFFER DUE DATE......................................................................6
1.6 OCCUPANCY DATE (SEP 2000)(TSA SEP 2002).............................................6
1.7 HOW TO OFFER (SEP 2000)(TSA SEP 2002)...............................................6
1.8 BUILDING SHELL REQUIREMENTS (SEP 2000)(TSA SEP 2002)................................8
1.9 TENANT IMPROVEMENTS (SEP 2000)(TSA SEP 2002)........................................9
1.10 TENANT IMPROVEMENT RENTAL ADJUSTMENT (SEP 2000)(TSA SEP 2002).......................9
1.11 PLANS WITH OFFER (SEP 2000)(TSA SEP 2002)...........................................9
1.12 NEGOTIATIONS (SEP 2000)............................................................10
1.13 PRICE EVALUATION (PRESENT VALUE)...................................................12
1.14 HISTORIC PREFERENCE, GSAR 552.270-2 (VARIATION) (SEP 1999).........................11
1.15 AWARD (JAN 1997)...................................................................11
1.16 LABOR STANDARDS (SEP 2000).........................................................12

2.0 AWARD FACTORS......................................................................13
2.1 AWARD FACTORS (JAN 1997)(TSA SEP 2002).............................................13

3.0 MISCELLANEOUS......................................................................14
3.1 SUBSEQUENT TENANT IMPROVEMENTS $100,000 OR LESS (SEP 2000).........................14
3.2 TAX ADJUSTMENT (SEP 2000)..........................................................14
3.3 PERCENTAGE OF OCCUPANCY............................................................15
3.4 OPERATING COSTS (NCR NOVEMBER 2001)................................................15
3.5 OPERATING COSTS BASE (SEP 2000)....................................................16
3.6 BOMA RENTABLE SPACE (SEP 2000)(TSA SEP 2002).......................................16
3.7 ANSI/BOMA OFFICE AREA SQUARE FEET (NCR VARIATION (AUG 2002))(TSA OCT 2002).........16
3.8 COMMON AREA FACTOR (SEP 2000)......................................................16
3.9 APPURTENANT AREAS..................................................................16
3.10 LIQUIDATED DAMAGES, GSAR 552.270-15(SEP 1999)......................................16
3.11 VENDING FACILITIES (SEP 2000)......................................................16
3.12 ADJUSTMENT FOR VACANT PREMISES, GSAR 552.270-16(VARIATION)(SEP 1999)...............17
3.13 RELOCATION ASSISTANCE ACT (MAR 2002)...............................................17
3.14 EVIDENCE OF CAPABILITY TO PERFORM (SEP 2000)(TSA OCT 2002).........................17
3.15 CONSTRUCTION SCHEDULE (TSA OCT 2002)...............................................16
3.16 CONSTRUCTION SCHEDULE OF TENANT IMPROVEMENTS (SEP 2000)(TSA OCT 2002)..............17
3.17 PROGRESS REPORTS (SEP 2000)(TSA SEP 2002)..........................................20
3.18 CONSTRUCTION INSPECTIONS (TSA SEP 2002)............................................20
3.19 REQUIRED PROOF OF AUTHORITY (NCR VARIATION (AUG 2002)).............................21
3.20 BUSINESS IMPROVEMENT DISTRICTS (B.I.D)(NCR VARIATION (AUG 2002))...................19

4.0 GENERAL ARCHITECTURE...............................................................22
4.1 QUALITY AND APPEARANCE OF BUILDING EXTERIOR (SEP 2000).............................22
4.2 CONSTRUCTION WASTE MANAGEMENT (SEP 2000)...........................................22
4.3 EXISTING FIT-OUT, SALVAGED, OR RE-USED BUILDING MATERIAL (SEP 2000)(TSA SEP 2002)..23
4.4 INDOOR AIR QUALITY DURING CONSTRUCTION (SEP 2000)(TSA SEP 2002)....................23
4.5 WORK PERFORMANCE (SEP 2000)........................................................23
4.6 BUILDING SYSTEMS (JAN 1997)........................................................23
4.7 SPACE EFFICIENCY (SEP 2000)........................................................23
4.8 FLOOR PLANS AFTER OCCUPANCY (TSA SEP 2002).........................................23
4.9 CAD AS-BUILT FLOOR PLANS (SEP 2000) (NCR AAP VARIATION (AUG 2002)).................23
4.10 ANSI/BOMA CALCULATIONS AND PLANS (TSA SEP 2002)....................................24
4.11 FLOORS AND FLOOR LOAD (SEP 2000)(TSA SEP 2002).....................................24
4.12 EXITS AND ACCESS (SEP 1991)........................................................25
4.13 WINDOWS (SEP 2000) (NCR VARIATION (AUG 2002))(TSA SEP 2002)........................25
4.14 ACCESSIBILITY (SEP 2000)...........................................................25
4.15 LANDSCAPING (SEP 2000)(TSA SEP 2002)...............................................25

5.0 ARCHITECTURAL FINISHES.............................................................26
5.1 RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES)(SEP 2000).........26
5.2 ENVIRONMENTALLY PREFERABLE BUILDING PRODUCTS AND MATERIALS (SEP 2000)..............26
5.3 LAYOUT, FINISHES, AND COLORBOARDS (SEP 2000)(TSA SEP 2002).........................26
5.4 WOOD PRODUCTS (SEP 2000)...........................................................26
5.5 ADHESIVES AND SEALANTS (SEP 2000)..................................................27

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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2 LESSOR GOV'T

5.6 INSULATION: THERMAL, ACOUSTIC, AND HVAC (SEP 2000)..........................27
5.7 CEILINGS (SEP 2000)(TSA SEP 2002)...........................................27
5.8 WALL COVERINGS (SEP 2000)(TSA SEP 2002).....................................27
5.9 PAINTING (SEP 2000).........................................................28
5.10 DOORS: EXTERIOR (SEP 2000)..................................................28
5.11 DOORS: SUITE ENTRY (SEP 2000)...............................................28
5.12 DOORS: INTERIOR (SEP 2000)..................................................28
5.13 DOORS: HARDWARE (SEP 2000)..................................................29
5.14 DOORS: IDENTIFICATION (SEP 2000)............................................29
5.15 PARTITIONS: GENERAL (SEP 2000)..............................................29
5.16 PARTITIONS: PERMANENT (SEP 2000)............................................29
5.17 PARTITIONS: SUBDIVIDING (SEP 2000)..........................................29
5.18 FLOOR COVERING AND PERIMETERS (SEP 2000)(TSA SEP 2002)......................29
5.19 CARPET: BROADLOOM (SEP 2000)................................................30
5.20 CARPET: TILE (SEP 2000).....................................................30
5.21 ACOUSTICAL REQUIREMENTS (SEP 2000)..........................................31
5.22 WINDOW COVERINGS (SEP 2000).................................................31
5.23 BUILDING DIRECTORY (SEP 2000)...............................................32
5.24 FLAG POLE (SEP 2000)........................................................32
5.25 EXTERNAL SIGNAGE............................................................32

6.0 MECHANICAL, ELECTRICAL, PLUMBING............................................33
6.1 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (SEP 2000)........................33
6.2 ENERGY COST SAVINGS (SEP 2000)..............................................33
6.3 DRINKING FOUNTAINS (SEP 2000)...............................................33
6.4 TOILET ROOMS (SEP 2000).....................................................33
6.5 TOILET ROOMS: FIXTURE SCHEDULE (SEP 2000)(TSA SEP 2002).....................33
6.6 JANITOR CLOSETS (SEP 2000)..................................................34
6.7 HEATING AND AIR CONDITIONING (SEP 2000).....................................34
6.8 VENTILATION (SEP 2000)(TSA SEP 2002)........................................34
6.9 VENTILATION: TOILET ROOMS (DEC 1993)........................................35
6.10 ELECTRICAL: GENERAL (SEP 2000)..............................................35
6.11 ELECTRICAL: DISTRIBUTION (SEP 2000).........................................35
6.12 ELECTRICAL: ADDITIONAL DISTRIBUTION SPECIFICATIONS..........................35
6.13 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2000)(TSA SEP 2002).....36
6.14 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (SEP 2000)........................36
6.15 DATA REQUIREMENTS (SEP 2000)(TSA SEP 2002)..................................36
6.16 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (SEP 2000)................39
6.17 ADDITIONAL ELECTRICAL CONTROLS..............................................39
6.18 ELEVATORS (SEP 2000)(TSA SEP 2002)..........................................39
6.19 LIGHTING: INTERIOR AND PARKING (SEP 2000)...................................40
6.20 EMERGENCY POWER (TSA SEP 2002)..............................................41

7.0 SERVICES, UTILITIES, MAINTENANCE............................................42
7.1 SERVICES, UTILITIES, MAINTENANCE: GENERAL (NCR VARIATION (AUG 2002))........42
7.2 NORMAL HOURS................................................................42
7.3 OVERTIME USAGE (SEP 2000)...................................................42
7.4 UTILITIES...................................................................42
7.5 UTILITIES: SEPARATE FROM RENTAL (SEP 2000)(TSA OCT 2002)....................42
7.6 BUILDING OPERATING PLAN.....................................................42
7.7 JANITORIAL SERVICES (SEP 2000)..............................................42
7.8 SCHEDULE OF PERIODIC SERVICES...............................................43
7.9 LANDSCAPE MAINTENANCE.......................................................43
7.10 FLAG DISPLAY................................................................44
7.11 SECURITY (SEP 2000) (NCR VARIATION AUG 2002)(TSA SEP 2002)..................44
7.12 ADDITIONAL SECURITY: ADDITIONAL REQUIREMENTS (TSA SEP 2002).................44
7.13 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2000)...............................45

8.0 SAFETY AND ENVIRONMENTAL MANAGEMENT.........................................46
8.1 OCCUPANCY PERMIT (SEP 2000).................................................46
8.2 FIRE AND LIFE SAFETY (SEP 2000).............................................46
8.3 SPRINKLER SYSTEM (SEP 2000).................................................46
8.4 MANUAL FIRE ALARM SYSTEMS (SEP 2000)........................................46
8.5 OSHA REQUIREMENTS (SEP 2000)................................................46
8.6 ASBESTOS (SEP 2000).........................................................46
8.7 INDOOR AIR QUALITY (SEP 2000)...............................................47
8.8 RADON IN AIR (SEP 2000).....................................................47
8.9 CONTAMINATES IN WATER (SEP 2000)(TSA SEP 2002)..............................48
8.10 HAZARDOUS MATERIALS (OCT 1996)..............................................48
8.11 RECYCLING (SEP 2000)........................................................48

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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3 LESSOR GOV'T

9.0 TENANT IMPROVEMENTS................................................................49
9.1 TENANT IMPROVEMENTS PRIOR TO THE GOVERNMENT'S INITIAL ACCEPTANCE OF SPACE
(SEP 2000).........................................................................49
10.0 SPECIAL REQUIREMENTS...............................................................50
10.1 TRANSPORTATION SECURITY ADMINISTRATION OVERVIEW (TSA OCT 2002).....................50
10.2 TRANSPORTATION SECURITY ADMINISTRATION OBJECTIVES AND STRATEGIC APPROACH
(TSA OCT 2002).....................................................................50
10.3 TYPES OF SPACE (TSA OCT 2002)......................................................51
1.1 AMOUNT AND TYPE OF SPACE (SEP 2000)(TSA SEP 2002)...................................5

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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4 LESSOR GOV'T

1.0 SUMMARY

1.0 BY SIGNING THIS PROPOSAL, OFFERORS UNDERSTAND AND AGREE THAT THE
GOVERNMENT RESERVES THE RIGHT TO COUNTER-SIGN THEIR OFFER, WHICH SHALL
RESULT IN THE FINAL LEASE AGREEMENT BETWEEN THE PARTIES.

1.1 AMOUNT AND TYPE OF SPACE (SEP 2000)(TSA SEP 2002)

A. The Transportation Security Administration ("TSA" or
"Government") is interested in leasing approximately
450,000-550,000 ANSI/BOMA (BOMA) rentable square feet of
above-grade office space in no more than two office buildings
that are within three (3) blocks of each other. Refer to the
"ANSI/BOMA rentable square feet" paragraph in Section 3.6. Two
(2) buildings can be considered one building if they are
physically connected and employees are not required to exit
secure space or enter public space in order to move from one
building to the other.

B. The Offer shall 1) be for space located in a quality office
building(s) of sound and substantial construction as described
in this SFO, 2) have a potential for efficient layout, 3) be
within the square footage range to be considered, and 4) be in
compliance with all of the Government's minimum requirements
set forth herein.

C. To demonstrate potential for efficient layout, as well as
Offeror's ability to accommodate to Government's requirements,
Offeror will be requested to provide ANSI/BOMA calculations
and plans at the Offeror's expense, in accordance with the
instructions in Section 4.10.

D. Between 25,000 and 50,000 BOMA rentable square feet must be
ready for Government occupancy on or about January 2, 2003. An
additional 25,000 to 50,000 BOMA rentable square feet must be
ready for Government occupancy on February 1, 2003 and an
additional 25,000 to 50,000 BOMA square feet must be ready for
the Government occupancy on March 1, 2503, so that the
Government is occupying between 125,000 and 150,000 BOMA
rentable square feet on March 1, 2003. This interim space
("Phase 1") shall be substantially "as is" condition, as
further described in Section 10.2. The 450,000-550,000 BOMA
rentable square feet which TSA will ultimately occupy at its
permanent office space will be delivered through phased
construction/occupancy with the first 100,000 square feet of
Phase 2 available for occupancy on September 1, 2003, and
final occupancy of all Phase 2 and Phase 3 to be completed by
March 2004. Earlier delivery is preferred. See Section 10.2
for description of all Phases.

E. Unless otherwised noted, all references in this SFO to square
feet shall mean ANSI/BOMA (BOMA) office area square feet as
defined in Section 3.7.

1.2 AREA OF CONSIDERATION

A. All properties that are offered to the Government in
conjunction with this requirement must be located within the
Central Employment Area (CEA) or with proximity to the
Pentagon, Pentagon City or Crystal City, Virginia metro
stations. All buildings must be within 2500 linear feet of a
metro station.

B. The CEA is the core area of the District of Columbia where the
greatest concentration of employment in the city and region is
encouraged.

The Central Employment Area's boundaries are as follows:
Beginning at Dupont Circle, southeast along Massachusetts
Avenue, NW, to 9th Street, NW, north along 9th Street, NW, to
N Street, NW, east along N Street, NW, to 7th Street, NW,
south along 7th Street, NW, to New York Avenue, NW, east along
New York Avenue, NW to 5th Street NW, south along 5th Street,
NW to K Street, NW, east along K Street, NW to 3rd Street, NW,
south along 3rd Street, NW to Massachusetts Avenue, east along
Massachusetts Avenue, NE, and southeast along Florida Avenue,
NE, to 4th Street, NE, on the north; south along 4th Street,
NE, to M Street, NE, west along M Street, NE, to 3rd Street,
NE, south along 3rd Street, NE, to K Street, NE, west along K
Street, NE, to 2nd Street NE, south along 2nd Street, NE, to
the northeast corner of lot 855, square 725, west along the
northern boundary of lot 855 to the northwest corner of lot
855, south along the westerly boundary of lot 855 to
Constitution Avenue, NE, west along Constitution Avenue, NE,
to 1st Street, NE, south on 1st Street, NW, to Maryland
Avenue, NE, east on Maryland Avenue, NE, to 2nd Street, NE,
south on 2nd Street, NE, and 2nd Street, SE, to C Street, SE,
west on C Street, SE, to New Jersey Avenue, SE, south on New
Jersey Avenue, SE, to D Street, SE, west on D Street, SE, to
South Capitol Street, south on South Capitol Street to E
Street, SE, east on E Street, SE, to New Jersey Avenue, SE,
south on New Jersey Avenue, SE, to the Southeast Freeway, east
on the Southeast Freeway to 2nd Street, SE, south along 2nd
Street, SE, to M Street, SE and east along M Street, SE, to
the 11th Street Freeway on the east; south on the 11th Street
Freeway to the northbound 11th Street, SE, bridge, south along
this bridge to 13th Street, SE, south along 13th Street, SE,
to Good Hope Road, SE, west along the rear property lines of
properties fronting on the south side of Good Hope Road, SE to
Martin Luther King Jr. Avenue, SE, south along the rear
property lines of properties fronting on the north side of
Chicago Street, SE to the Baltimore and Ohio Railroad
right-of-way, south along the Baltimore and Ohio Railroad
right of way to the rear property line fronting on Howard Rd.,
SE, east along the rear property line of property fronting on
Howard Road, SE to the rear property lines of properties
fronting on the north side of Shannon Place, SE to Chicago
Street, SE, east along Chicago Street, fronting on the north
side of Shannon Place, SE to Chicago Street, SE, east along
Chicago Street, SE to Martin Luther King Jr. Avenue, SE, south
along the rear property lines of properties fronting on the
east side of Martin Luther King, Jr. Avenue, SE to Howard
Road, SE, west along Howard Road, SE to Firth Sterling Avenue,
SE, south along Firth Sterling Avenue, SE to South Capitol
Street, north along South Capitol Street and the Fredrick
Douglass Memorial Bridge to the west bank of the Anacostia
River, southwest along the west bank of the Anacostia River to
2nd Street, SW,

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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5 LESSOR GOV'T

north along 2nd Street, SW to Potomac Avenue, SW, northeast
along Potomac Avenue, SW to South Capitol Street, north along
South Capitol Street to the Southwest Freeway, west along the
Southwest Freeway to 9th Street, SW, south along the east side
of 9th Street, SW to where it intersects with the eastern
property line of Lot 53 in Square 414, continuing south to
Maine Avenue SW to the Southwest Freeway, west along the
Southwest Freeway to 14th Street, SW, north along 14th Street,
SW, and 14th Street, NW, to Constitution Avenue, NW, and west
along Constitution Avenue, NW, to Route 50 Expressway on the
south; north on the Route 50 Expressway to the E Street
Expressway and E Street, NW, east on the E Street Expressway,
and E Street, NW, to 19th Street, NW to F Street, NW, west on
F Street, NW, to 20th Street, NW to Pennsylvania Avenue, NW,
west along Pennsylvania Avenue, NW, 21st Street, NW, north
along 21st Street, NW, to M Street, NW, east along M Street,
NW, to 20th Street, NW, to New Hampshire, Avenue, NW, and
northeast along New Hampshire Avenue, NW, to Dupont Circle on
the west. The following adjacent area in Southwest is hereby
included in addition to the established CEA as delineated
above: Eye Street, SW on the North, 3rd Street, SW on the
East, M Street, SW on the South and 6th Street, SW on the
West.

13. LOCATION: INSIDE OR OUTSIDE CITY CENTER (SEP 2000) (TSA SEP
2002)
A. CITY CENTER NEIGHBORHOOD:
1. Space must be in an office district with
attractive, prestigious, professional
surroundings with a prevalence of modern
design and/or tasteful rehabilitation in
modern use. Streets and public sidewalks
shall be well maintained.

2. Parking.
a. The parking-to-square-foot ratio
available on-site shall at least
meet current local code
requirements, or in the absence of a
local code requirement, on-site
parking shall be available at a
ratio of 1 space for every 1,500
BOMA rentable square feet of
Government-demised area. If parking
cannot be accommodated on site, the
Government will consider parking on
an adjacent block. The Government
shall have the ability to secure the
parking area offered.

3. Location Amenities.
a. A variety of inexpensive and
moderately priced fast
food and/or eat-in restaurants
shall be located within three
blocks. Other employee services,
such as retail shops, cleaners,
public transportation, banks, etc.,
shall also be located within three
blocks.

1.4 LEASE TERM (SEP 2000) (TSA SEP 2002)
The lease term is for ten (10) years firm. All the terms and
conditions contained herein shall prevail throughout the term
of the lease.

1.5 OFFER DUE DATE
Best and Final Offers are due by 10:00 a.m. Friday, November
29, 2002.

1.6 OCCUPANCY DATE (SEP 2000)(TSA SEP 2002)
The ability to occupy the interim space (Phase 1) is required
commencing on or about January 2, 2003. All other occupancy
milestone dates are subject to the requirements of Section
10.2, Transportation Security Administration Objectives and
Strategic Approach.

1.7 HOW TO OFFER (SEP 2000)(TSA SEP 2002)
A. One (1) original and nine (9) copies of each offer
shall be submitted and delivered to the following:
Transportation Security Administration
Attn: Lisa Maass, Contracting Officer
Room 3636, GSA Building
400 Seventh Street, S.W.
Washington, DC 20590

B. For the purpose of responding to this
Solicitation for Offers (SFO), ownership entities of
multiple buildings that are combined to meet the
Government's requirement will be jointly considered
as one "Offerer". The Government requires one offer
for combined buildings. For multiple buildings, each
building may submit separate price proposals (GSA
Form 1364) which will be combined and analyzed at the
Governments discretion. Henceforth in this
solicitation, "Lessor" or "offeror" shall refer to
the combined offer. The Government reserves the right
to separate offers and to pair individual buildings.

C. The following documents, properly executed, shall be
submitted on the offer due date given in Section 1.5.

1. SFO #OTSA 20-02-R-00528, each page initialed
by Offeror.

2. SFO Attachments:

a. Attachment #1 -"Rate Structure"

b. Attachment #2 -"Fire Protection and
Life Safety Evaluation" (For each
building offered).

c. Attachment #3 -"Property Description
Form"

3. GSA Form 1364, Proposal to Lease Space
(Combined for all buildings offered).

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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6 LESSOR GOV'T

4. GSA Form 1217, Lessor's Annual Cost Statement. (Combined for
all buildings offered).

5. GSA Form 3517B, General Clauses.

6. GSA Form 3518, Representatives and Certifications. (A separate
GSA Form 3518 is required from each building owner).

7. First generation black or blue-line plans of the space offered
in each building being offered, scaled at 1/8"=1'-0"
(preferred) or larger plus Computer Aided Design ("CAD") disks
in AutoCAD format with AIA layering conventions of same. The
CAD disks shall be consistent with Section 1.11 "Plans with
Offer."

a. All architectural features of the space shall be
accurately shown. If renovation of the building is
planned, alterations and schedule to meet the
requirements of this SFO shall be indicated. If
requested, more informative plans shall be provided
within five days.

b. As-built plans shall be provided for Phase 1 offered
space, Plans will clearly indicate demised area for
the entire 125,000-150,000 BOMA rentable square feet.
See Section 10.2 for a full description of the
Government's requirements for Phase 1.

c. Plans shall reflect corridors in place or the proposed
corridor pattern for both a typical full
(single-tenant) floor and/or partial (multi-tenant)
floor. The corridors in place or proposed corridors
shall meet local code requirements for issuance of
occupancy permits.

d. TSA will review the corridors in place and/or
proposed corridor pattern to make sure that these
achieve an acceptable level of safety as well as to
ensure that these corridors provide public access to
all essential building elements. The Offeror will be
advised of any adjustments that are required to the
corridors for determining the ANSI/BOMA Office Area
space. The required corridors may or may not be
defined by ceiling-high partitions. Actual corridors
in the approved layout for the successful Offeror's
space may differ from the corridors used in
determining the ANSI/BOMA Office Area square footage
for the lease award.

8. An hourly overtime rate for overtime use of heating and
cooling. See Section 7.3, "Overtime Usage." If proposed rate
is different than recommended by an Independent Government
estimate, the Offeror may be required to submit worksheets
justifying overtime energy usage and rates.

9. Any other information (such as a fact sheet, 5" wide x 3" high
or larger color photograph, site plan, location map, and tax
parcel map, digital and hard copy photographs of furniture, in
case of multiple tax parcels for an offered building, etc., in
order for the Government to perform a complete and adequate
analysis of the offered property(ies). Other information may
also be requested by the Government, and in such circumstances,
shall be submitted by the Offeror within 5 working days of the
request.

10. Written acknowledgement from each ownership entity confirming
agreement to submit a cooperative offer and permission to
represent multiple owners for the SFO from multiple ownership
groups.

11. If applicable, the agents' disclosure and authorization from
each ownership entity to offer in this SFO and/or represent
multiple buildings with different ownerships, which may have
conflicting interests. Owners and agents in conflicting
interest situations are advised to exercise due diligence with
regard to ethics, independent pricing, and Government
procurement integrity requirements. In such cases, the
Government reserves the right to negotiate with the owner
directly.

12. General Contractor's overhead, profit, and general conditions
for the initial tenant improvements and change orders and any
other overhead and profit or management fees that will be added
to the tenant improvements, construction costs, or change
orders. All fees will be expressed as a percentage of the
tenant improvements cost. Costs associated with the base
building and the building shell are not included in these
calculations. In no event shall the Government pay more than a
total of 16% for all fees that are related to constructions,
including but not limited to the General Owners Fee, General
Contractors General Conditions Overhead and Profit,
Construction Management Fee, and Project Management Fee. The
Architects Fee is not included in the 16%.

13. Adjustment for Vacant Premises reduction (See Section 3.12).

14. The Government will perform an evaluation of an Offeror's
experience and past performance as a Lessor to the Government
or to other commercial or non-commercial entities of buildings
of a size and complexity comparable to TSA's requirement. The
Offeror shall provide a list of up to three (3) Government
agencies or other entities to which it performed as a Lessor of
a building(s) of similar size and complexity to TSA's
requirement that were awarded or performed within the past five
(5) years or are currently in force. For each Government agency
or other entity please provide the following information:

a. Name of agency or entity.
b. Customer name and position, address, phone number,
e-mail address (if available), and telephone number.
Please ensure that the information is current and
accurate
c. Lease term and the amount of square feet.

15. Evidence of Capability to Perform (See Section 3.14).

16. List of Key Personnel. Key personnel must include, as a
minimum, key employees for architectural services, the name of
the General Contractor, and key employees of the Property
Management firm. These employees should be identified under
Section 3.14, Evidence of Capability to Perform.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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7 LESSOR GOV'T

17. ANSI/BOMA Calculations, Plans and Spreadsheet (See
Section 4.10).

18. Building Operating Plan (See Section 7.6).

D. See TSA Form 3516A, Solicitation Provisions, for additional
instructions. If additional information is needed, the
Contracting Officer (or the Contracting Officer's designated
representative) should be contacted.

E. There will be no public opening of offers, and all offers will
be confidential until the lease has been awarded. However, the
Government may release proposals outside the Government to
Government-support contractors to assist in the evaluation of
offers. Such Government contractors shall be required to
protect the data from unauthorized disclosure. The Officer who
desires to maximize protection of information in the offer may
apply the restriction notice to the offer as described in GSA
Form 3516, Solicitation Provision, 552.270-1 (d), Restriction
on Disclosure and Use of Data.

F. CLARIFICATIONS TO OFFER REQUIREMENTS:

1. The rate structure required in Attachment 1 shall
include the following:

a. A lease rate per ANSI/BOMA Office Area
square foot (BOSF) for the building shell
rental, fully serviced. It is the intent of
the Government to lease a building shell
with a Tenant Improvement Allowance. All
improvements in the base building, lobbies,
common areas, and core areas shall be
provided by the Lessor, at the Lessor's
expense. This rate shall include, but not
limited to, property financing (exclusive of
Tenant Improvement), insurance, taxes,
management, profit, etc., for the building.
The building shell rental rate shall also
include all basic building systems and
common area build out, including base
building lobbies, common areas, and core
areas, etc.

b. The annual cost per BOSF for the cost of
services and utilities. This amount shall be
for the combined buildings. This equals
line 27b of GSA Form 1217, Lessor's Annual
Cost Statement, divided by the BOSF
offered.

c. An annualized percentage interest rate to be
used by the Lessor to amortize the cost of
the Tenant Improvement Allowance over the
firm term of the lease.

d. The annual amortized cost of the Tenant
Improvement Allowance. Such amortization
shall be expressed as a cost per BOSF.
Tenant Improvements shall be all alterations
for the Government-demised area above the
building shell build out. The Tenant
Alteration Allowance shall be $40.00 per
BOSF. Such alterations shall be described
and identified in the drawings used to
construct the Government-demised area. The
Tenant Alteration Allowance, which is to be
provided by the Lessor to the Government for
Tenant Improvements, shall be made available
at lease execution.

e. A fully-serviced lease rate per BOSF as a
summation of the amounts broken out in the
subparagraphs a, b, and d.

f. The annual percentage interest rate,
compounded monthly, to be used by the Lessor
to amortize the cost of the Tenant
Improvements above $40.00 per BOSF over the
term of the lease up to $60.00 per BOSF.

g. Offerors shall submit proposals in
accordance with this Section 1.7, How to
Offer. Offers that do not conform to all
requirements contained in this SFO may be
rejected without further evaluation,
deliberation, or discussion.

1.8 BUILDING SHELL REQUIREMENTS (SEP 2000)(TSA SEP 2002)

A. The Lessor's build out obligations in providing a building
shell (at the Lessor's expense) shall include the following:

1. Base structure and building enclosure components
shall be complete. All common areas accessible by the
Government, such as lobbies, fire egress corridors
and stairwells, elevators, garages, and services
areas, shall be complete. Restrooms shall be complete
and operational. All building shell components,
including but not limited to, heating, ventilation,
and air conditioning (HVAC), electrical, ceilings,
sprinklers, etc., shall be furnished, installed, and
coordinated with Tenant Improvements.

2. Accessibility Requirements. Accessibility to persons
with disabilities shall be required throughout the
common areas accessible to Government tenants in
accordance with both the ADAAG and the UFAS and shall
be installed and coordinated with Tenant
Improvements. See Section 4.14, "Accessibility."

3. Ceilings. A complete acoustical ceiling system
(which includes grid and lay-in tiles) throughout the
Government-demised area and all common areas
accessible to Government tenants shall be required in
accordance with Section 5.7, "Ceilings." The
acoustical ceiling system shall be furnished,
installed, and coordinated with Tenant Improvements.

3. Doors. Exterior building doors and doors necessary to
the lobbies, common areas, and core areas shall be
required. This does not include suite entry or
interior doors specific to Tenant Improvements.
Related hardware shall be installed in accordance
with the "Doors: Hardware" (Section 5.13) and the
"Doors: Exterior" (Section 5.10).

5. Partitions. Permanent, perimeter, and demising
slab-to-slab partitions (including all columns)
finished with paint and base shall be require in
accordance with Section 5.15, "Partitions: General"
and Section 5.16, "Partitions: Permanent."

6. Flooring. All building common areas shall have
finished floors in accordance with Section 5.18,
"Floor Covering and Perimeters."

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] [SIG]
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LESSOR GOV'T

7. Plumbing. The Offeror shall include cost of
plumbing in common areas, such as for toilet rooms
and janitor closets as part of the building shell
cost. Hot and cold water risers and domestic waste
and vent risers, installed and ready for connections
that are required for Tenant improvements, shall be
included in the shell rent.

8. HVAC. Central HVAC systems shall be installed and
operational, including, as appropriate, main and
branch lines, VAV boxes, dampers, flex ducts, and
diffusers, for an open office layout, including all
building common areas. Conditioned air through medium
pressure ductwork at a rate of .75 cubic feet per
minute per ANSBOMA rentable square foot shall be
provided.

9. Electrical. Electrical power distribution panels and
circuit breakers shall be available in an electrical
closet, with capacity at 277/480 volt (V) and 120/206
V, 3-phase, 4-wire system providing 7 watts (W) per
ANSBOMA rentable square foot. This 7 watt (W)
requirement excludes HVAC.

10. Lighting. Lighting. Parabolic type 2' x 2' or 2' x 4'
fluorescent lighting fixtures or other building
standard fixtures acceptable to the Contracting
Officer shall be installed in the ceiling grid for an
open office plan. Lighting as necessary shall be
provided in accordance with Section 6.19, "Lighting:
Interior and Parking."

11. Safety and Environmental Management. Complete safety
and environmental management shall be provided
throughout the building in accordance with Federal,
state, and local codes and laws including, but not
limited to, such items as fire detection and alarms,
emergency building power for life safety systems,
etc., and shall be in accordance with the ADAAG.
Where sprinklers are required in the
Government-demised area, sprinkler mains and
distribution piping in a "protection" layout (open
plan) with heads turned down with an escutcheon or
trim plate shall be provided.

12. Telephone Rooms. Building telecommunication rooms on
each floor shall be completed, operational, and ready
for Tenant improvements. The telephone closets shall
include a telephone backboard and success to stand-by
power.

13. All of the above improvements are described in more
detail hereinafter in this SFO.

1.9. TENANT IMPROVEMENTS (SEP 2000)(TSA SEP 2002)
A. The Tenant Improvement Allowance shall be used for building
out the Government-demised area in accordance with the
Government-approved drawings. All Tenant Improvements required
by the Government for occupancy shall be performed by the
successful Offeror, and all improvements shall meet the
quality standards and requirements of this SFO and GSA Form
3517B, General Clauses.

B. The Tenant Improvement Allowance shall include all the
Offeror's administrative costs, general contractor fees,
subcontractor's profit and overhead costs, as well as
Offeror's overhead and profit. See Section 3.15 for
Construction Schedule. NO COSTS ASSOCIATED WITH THE BASE
BUILDING REQUIREMENTS AND BUILDING SHELL SHALL BE INCLUDED
IN THE TENANT IMPROVEMENT PRICING.

1.10 TENANT IMPROVEMENT RENTAL ADJUSTMENT (SEP 2002)(TSA SEP 2002)
A. All Tenant Improvements shall be identified after award of the
contract.

2. The Government reserves the right to make cash
payments for any or all work performed by the Lessor.
Prior to occupancy, the Government, at its sole
discretion, may choose to pay lump sum for any or all
of the Tenant Improvement Allowance. If, prior to
occupancy, the Government elects to make a lump sum
payment for any portion of the Tenant Improvement
Allowance, the payment of the Tenant Improvement
Allowance by the Government will result in a decrease
in the rent. At any time after occupancy, the
Government, at its discretion, may choose to pay lump
sum for any part or all of the remaining unpaid
amortized balance of the Tenant Improvement
Allowance. If the Government elects to make a lump
sum payment for the Tenant Improvement Allowance
after occupancy, the payment of the Tenant
Improvement Allowance by the Government will result
in a decrease in the rent according to the
amortization rate over the firm term of the lease.

3. The Government reserves the right to 1) reduce the
Tenant Improvement requirements, 2) pay lump sum for
the overage upon completion and acceptance of the
improvements, or 3) increase the rent according to
the negotiated amortization rate over the firm term
of the lease.

1.11 PLANS WITH OFFER (SEP 2002)(TSA SEP 2002)
All Plans submitted for consideration shall have been generated by a
Computer Aided Design (CAD) program which is compatible with the latest
release of AutoCAD. The required file extension is: DWG. Clean and
purged files shall be submitted on 3-1/2-inch double-sided,
high-density diskettes, or, if approved by the Contracting Officer, on
CD-ROM. All submissions shall be accompanied with a written matrix
indicating the layering standard to ensure that all information is
recoverable. Preferred laying standard is A/A laying format long
version. Plans shall include a proposed corridor pattern for typical
floors and/or partial floors. All architectural features of the space
shall be accurately shown.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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9 LESSOR GOV'T

1.12 NEGOTIATIONS (SEP 2000)(TSA OCT 2002)
A. Negotiations will be conducted on behalf of the Government by
the Contracting Officer, the Government Consultant, or the
Contracting Officer's designated representatives. The
Contracting Officer is named on the cover of this SFO. The
Government will negotiate rental price for the firm term and
any other aspect of the offer as deemed necessary.

B. The Offeror shall not enter into negotiations concerning the
space leased or to be eased with representatives of Federal
agencies other than the Contracting Officer or designee.

C. The Contracting Officer will conduct oral or written
negotiations with all Offerors that meet the requirements of
this SFO and are within the competitive range. The
competitive range will be established by the Contracting
Officer on the basis of cost or price and non-cost or price
factors as stated in this SFO and will include all of the most
highly rated proposals, unless the range is further reduced
for purposes of efficiency.

D. All Offerors will be provided a reasonable opportunity to
submit any cost or price, technical, or other revisions to
their offer that may result from the negotiations.
Negotiations will be closed with submission of final proposal
revisions ("Best and Final" offers).

1.13 PRICE EVALUATION (PRESENT VALUE)
A. If annual CPI adjustments in operating expenses are included,
the Offeror shall be required to submit the offer with the
total "gross" annual price per BOMA Office Area Square Foot
and a breakout of the "Base" price per BOMA Office Area Square
Foot for services and utilities (operating expenses) to be
provided by the Lessor. The "gross" price shall include the
"base" price.

B. The Offeror shall be required to submit plans and any other
information to demonstrate that the BOMA rentable space yields
ANSI/BOMA Office Area space within the required ANSI/BOMA
Office Area range. The Government will verify the amount of
ANSI/BOMA Office Area square footage and will convert the
rentable prices offered to ANSI/BOMA Office Area prices, which
will subsequently be used in the price evaluation.

C. If the offer includes annual adjustments in operating
expenses, the base price per ANSI/BOMA Office Area square foot
from which adjustments are made will be the base price for the
term of the lease, including any option periods.

D. Evaluation of offered prices will be on the basis of the
annual price per ANSI/BOMA Office Area square foot, including
any option periods. The Government will perform present value
price evaluation by reducing the prices per ANSI/BOMA Office
Area square foot to a composite annual ANSI/BOMA Office Area
square foot price, as follows:

1. Parking and wareyard areas will be excluded from the
total square footage but not from the price. For
different types of space, the gross annual per square
foot price will be determined by dividing the total
annual rental by the total square footage minus these
areas. For parking, the Government requires two
prices for the parking requirement as follows: one
price per each parking space offered, and one price
for TSA to use the entire garage. For evaluation
purposes, the Government will evaluate the price for
the minimum Government requirement for parking.

2. If annual adjustments in operating expenses will not
be made, the gross annual per square foot price will
be discounted annually at 8 percent to yield a gross
present value cost (PVC) per square foot.

3. If annual adjustments in operating expenses will be
made, the annual per square foot price, minus the
base cost of operating expense, will be discounted
annually at 5.1 percent to yield a net PVC per square
foot. The operating expenses will be both escalated
at 2.1 percent compounded annually and discounted
annually at 5.1 percent, then added to the net PVC to
yield the gross PVC.

4. To the gross PVC will be added:

a. The cost of Government-provided services not
included in the rental escalated at 4
percent compounded annually and discounted
annually at 8 percent.

b. The annualized (over the full term) per
ANSI/BOMA Office Area square foot cost of
any items which are to be reimbursed in a
lump sum payment. (The cost of these items
is present value; therefore, it will not be
discounted.)

c. The cost of relocation for furniture,
telecommunications, replication costs, and
other move-related costs, if applicable.

d. Cost of general contractor's overhead and
profit (OH&P) and any developers project
management fees, as a percentage of total
improvements costs based on a $40.00 per
square foot Tenant Improvement Allowance. In
no event shall the Government pay more than
a total of 16% for all fees that are related
to construction, including but not limited
to the General Owners Fee, General
Contractors General Conditions Overhead and
Profit, Construction Management Fee, and
Project Management Fee. The Architects Fee
is not included in the 16%. The Government
reserves the right to reject a General
Contractor or negotiate the General
Contractor's Fee.

e. The total rental payment for Phase I. If
rental for Phase I space is different from
phases 2 and 3, indicate as an addendum to
Attachment 1.

5. Free rent shall be discounted and evaluated in
the year in which it is offered.

6. The sum of either subparagraphs 2 and 4 or
subparagraphs 3 and 4 less 5 will be the per
ANSI/BOMA Office Area square foot present value of
the offer for price evaluation purposes.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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10 LESSOR GOV'T

7. For purposes of evaluation, the Government, at its
sole discretion, retains the right to decide what
portion of the estimated tenant improvement allowance
is used for price evaluation purposes and lease
award.

1.14 HISTORIC PREFERENCE, GSAR 552.270-2 (VARIATION)(SEP 1999)
A. Preference will be given to Offerors of space in buildings in,
or formally listed as eligible for inclusion in, the National
Register of Historic Places, and to historically-significant
buildings in historic districts listed in the National
Register. Such preference will be extended to historic
buildings and will result in award if:

1. The offer for space meets the terms and conditions of
this SFO as well as any other offer received (It is
within the discretion of the Contracting Officer to
accept alternatives to certain architectural
characteristics and safety features defined elsewhere
in this SFO to maintain the historical integrity of
the building, such as high ceilings, wooden floors,
etc.) and

2. The rental is no more than 10 percent higher, on a
total annual square foot (ANSI/BOMA Office Area) cost
to the Government, than the lowest otherwise
acceptable offer.

B. If more than one offer of an historic building is received and
they meet the above criteria, an award will then be made to
the lowest priced historic property offered.

1.15 AWARD (JAN 1997)
A. After conclusion of negotiations, the Contracting Officer will
require the Offeror selected for award to execute the proposed
lease prepared by the Government which reflects the proposed
agreement of the parties.

B. The proposed lease shall consist of:

1. Standard Form 2, U.S. Government Lease for Real
Property,

2. required clauses,

3. required certifications and representations,

4. the pertinent provisions of the offer, and

5. the pertinent provisions of the SFO.

C. The acceptance of the offer and award of the lease by the
Government occurs upon notification of unconditional
acceptance of the offer or execution of the lease by the
Contracting Officer and mailing or otherwise furnishing
written notification or the executed lease to the successful
Offeror.

D. By initialing below, Offerors understand and agree to make
their offers in response to solicitation DTSA20-02-R-00528
good until ninety (90) days after submission of Best and Final
Offers (BAFO).

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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11 LESSOR GOV'T

1.16 LABOR STANDARDS (SEP 2000)
A. If an Offeror proposes to satisfy the requirements of this SFO
through the construction of a new building or the complete
rehabilitation or reconstruction of an existing building, and
the Government will be the sole or predominant tenant such
that any other use of the building will be functionally or
quantitatively incidental to the Government's use and
occupancy, the following Federal Acquisition Regulation (FAR)
clauses shall apply to work performed in preparation for
occupancy and use of the building by the Government. Full text
versions of these clauses are available upon request from the
Contracting Officer. Full text versions are also available at
the following web site: http;//www.emet.gov/far/

52.222-4 Contract Work Hours and Safety Standards Act -
Overtime Compensation

52.222-6 Davis-Bacon Act

52.222-7 Withholding of Funds

52.222-8 Payrolls and Basic Records

52.222-9 Apprentices and Trainees

52.222-10 Compliance with Copeland Act Requirements

52.222-11 Subcontracts (Labor Standards)

52.222-12 Contract Termination-Debarment

52.222-13 Compliance with Davis-Bacon and Related Act
Regulations

52.222-14 Disputes Concerning Labor Standards

52.222-15 Certification of Eligibility

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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12 LESSOR GOV'T

2.0 AWARD FACTORS

2.1 AWARD FACTORS (JAN 1997)(TSA SEP 2002)

A. Best Value Selection:
This procurement shall be conducted utilizing Best Value
Selection (BVS), which seeks to select an offer based on the
best combination of technical merit and price reasonableness
-- i.e., "best value." "Best Value" is defined as the
procurement process that results in the most advantageous
acquisition decision for the Government and is performed
through an integrated assessment and trade-off analysis
between the non-cost/price factors and the cost/price factor.
While the Government evaluation team and the Selection
Official will strive for maximum objectivity, the selection
process, by its nature, is subjective and, therefore
professional judgment is implicit throughout the entire
process.

The Government reserves the right to award a contract on the
basis of the initial offers received without discussion.
Proposals should be submitted initially on the most favorable
terms from a price and technical standpoint that the Offeror
can submit to the Government.

Advisors who are not Federal Government employees may assist
in the evaluation and provide input regarding the offers.

B. Non-Cost/Price Factors

1. Building Characteristics
Each offer will be evaluated based on the following
building characteristics subfactors. The subfactors
below are listed in order of importance and each
subfactor will be evaluated on an adjectival basis.
The adjectival ratings are: Outstanding, Acceptable,
Marginal, and Unacceptable.

a. The degree to which the building(s) meet or
can be modified to meet TSA's requirements:

i) Security features - extent to which
Level IV security requirements can
be met
ii) IT infrastructure
iii) Electrical systems
iv) Quantity, quality and suitability
of furniture, if any
v) Slab-to-slab height
vi) Finished floor-to-ceiling
achievable

b. Tenancy - Single occupancy of building(s) is
preferable to sharing buildings with another
tenant(s).

c. Number of Buildings - One building is
preferable to two buildings. Buildings side
by side are better than buildings one block
away, which is better than buildings 2
blocks away, which is better than buildings
3 blocks away.

d. Space Efficiency - The degree to which the
space offered is conducive to efficient
layout and good utilization.

e. Condition of Phase 1 Space.

f. Parking - On-site parking is better than
off-site parking. The ability to control
entire parking facility is better than the
ability to fence off part of the parking
lot.

g. Location Amenities - The greater the variety
of amenities and the closer the amenities
to the building site the better.

2. Experience and Past Performance Factor
The Government will evaluate the Offeror's
experience and past performance as a Lessor to the
Government or to other commercial or non-commercial
entities of buildings of a size and complexity
comparable to TSA's requirement. The objective of
the evaluation is to develop insight into the
Offeror's relative capability and history of
providing quality services at a reasonable price,
adherence to schedules, its history of reasonable
and cooperative behavior, and its commitment to
customer satisfaction. Offerors are cautioned that
in conducting the past performance evaluation, the
Government may use data provided by the Offeror in
its proposal and data obtained from other sources.
While the Government may elect to consider data
obtained from other sources, the burden of providing
complete information remains with the Offeror.
Experience and Past Performance factor will be
evaluated on an adjectival basis. The adjectival
ratings are: Outstanding, Acceptable, Marginal, and
Unacceptable.

C. Cost/Price Factor

The Offeror's cost/price will be evaluated in
accordance with the SFO provision entitled, "Price
Evaluation (Present Value)." The cost/price factor
will be evaluated separately from the Non Cost/Price
Factors. The cost/price factor will not be
adjectively rated. The Offeror's total evaluated
price will be assessed for reasonableness, and
realism. Reasonableness and realism will be
established by the existence of adequate price
competition and/or by comparing all, or a
representative sample of the proposed prices/costs,
to industry average rates and/or rates from other
contracts for similar work, etc.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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13 LESSOR GOV'T

3.0 MISCELLANEOUS

3.1 SUBSEQUENT TENANT IMPROVEMENTS $100,000 OR LESS (SEP 2000)
A. The Lessor may be requested to provide alterations during the
term of the lease. Alterations will be ordered by issuance of
GSA Form 276, Supplemental Lease Agreement, GSA Form 300,
Order for Supplies or Services, or a Tenant Agency-approved
form. The two clauses from GSA Form 3517, General Clauses,
552.232-25, Prompt Payment (Deviation FAR 52.232-25), and
552.232-70, Invoice Requirements, apply to orders for
alterations. All orders are subject to the terms and
conditions of this lease.

B. Orders may be placed by the Contracting Officer or Tenant
Agency officials when specifically authorized to do so by the
Contracting Officer. The Contracting Officer will provide the
Lessor with a list of Tenant Agency officials authorized to
place orders and will specify any limitations on the authority
delegated to Tenant Agency officials. The Tenant Agency
officials are not authorized to deal with the Lessor on any
other matters.

B. Payments for alterations ordered by the Tenant Agency will
be made directly by the Tenant Agency placing the order.

3.2 TAX ADJUSTMENT (SEP 2000)

A. Real estate taxes, as referred to in this paragraph, are only
those taxes which are assessed against the building and/or the
land upon which the building is located, without regard to
benefit to the property, for the purpose of funding general
Government services. Real estate taxes shall not include,
without limitation, general and/or special assessments,
business improvement district assessments, or any other
present or future taxes or governmental charges that are
imposed upon the Lessor or assessed against the building
and/or the land upon which the building is located.

B. Base year taxes as referred to in this paragraph are 1) the
real estate taxes for the first 12-month period coincident
with full assessment or 2) may be an amount negotiated by the
parties that reflects an agreed upon base for a fully assessed
value of the property.

C. The term "full assessment" as referred to in this paragraph
means that the taxing jurisdiction has considered all
contemplated improvements to the assessed property in the
valuation of the same. Partial assessments for newly
constructed projects or for projects under construction,
conversion, or renovation will not be used for establishing
the Government's base year for taxes.

D. The Lessor shall furnish the Contracting Officer with copies
of all notices which may affect the valuation of said land and
buildings for real estate taxes thereon, as well as all
notices of a tax credit, all tax bills, and all paid tax
receipts, or where tax receipts are not given, other similar
evidence of payment acceptable to the Contracting Officer
(hereinafter, evidence of payment), and a proper invoice (as
described in GSA Form 3517, General Clauses, 552.232-75,
Prompt Payment) of the tax adjustment including the
calculation thereof, for each year that real estate taxes are
incurred during the lease term or any extension thereof. All
such documents are due within 10 calendar days of receipt
except that the proper invoice and evidence of payment shall
be submitted within 60 calendar days after the date the tax
payment is due from the Lessor to the taxing authority.
FAILURE TO SUBMIT THE PROPER INVOICE AND EVIDENCE OF PAYMENT
WITHIN SUCH TIME FRAME SHALL BE A WAIVER OF THE RIGHT TO
RECEIVE PAYMENT RESULTING FROM AN INCREASED TAX ADJUSTMENT
UNDER THIS PARAGRAPH.

E. The Government shall 1) make a single annual lump-sum payment
to the Lessor for its share of any increase in real estate
taxes during the lease term over the amount established as the
base year taxes or 2) receive a rental credit or lump sum
payment for its share of any decreases in real estate taxes
during the lease term below the amount established as the base
year taxes. The amount of lump sum payment or rental credit
shall be based upon evidence of valuation and payment
submitted by the Lessor to the Contracting Officer in
accordance with subparagraph D.

1. In the event of an increase in taxes over the base
year, the Lessor shall submit a proper invoice of the
tax adjustment including the calculation thereof
together with evidence of payment to the Contracting
Officer. THE GOVERNMENT SHALL BE RESPONSIBLE FOR
PAYMENT OF ANY TAX INCREASE OVER THE BASE YEAR TAXES
ONLY IF THE PROPER INVOICE AND EVIDENCE OF PAYMENT IS
SUBMITTED BY THE LESSOR WITHIN 60 CALENDAR DAYS AFTER
THE DATE THE TAX PAYMENT IS DUE FROM THE LESSOR TO
THE TAXING AUTHORITY. The due date for making payment
shall be the 30th calendar day after receipt of
evidence of payment by the Contracting Officer or the
30th calendar day after the anniversary date of the
lease, whichever is later. If the lease terminates
before the end of a tax year, payment for the tax
increase due as a result of this section for the tax
year will be prorated based on the number of days
that the Government occupied the space. No increase
will be paid, due, or owing unless all evidence of
valuation and payment has been previously submitted
to the Contracting Officer. The Government's payment
for its share of real estate taxes shall not include
any late charges, interest, or penalties imposed by
the taxing authority as a result of the Lessor's
delinquency in paying such taxes or charges.

2. In the event of a decrease in taxes from the base
year, or in the event of any refund or tax deduction,
the Lessor shall notify the Contracting Officer in
accordance with subparagraph D. The Government shall
be entitled to, and shall receive a credit for, the
prorata reduction in taxes applicable to the premises
encumbered by this lease, regardless of whether the
Government has made a tax payment for that year. The
Government's share of the credit will be determined
in accordance with subparagraph F and shall be taken
as a deduction from the rent. Any credit due the
Government after the expiration or earlier
termination of the lease (including, but not limited
to, credits resulting from a decrease in taxes
pursuant to a tax credit due the Lessor; a reduction
in the tax assessment; or a tax appeal proceeding for
a year of the lease, or portion thereof) shall be
made by a lump sum payment to the Government or as a
rental credit to any succeeding lease as determined
by the Contracting Officer. The Lessor shall remit
any lump sum payment to the Government within 15
calendar days of payment by the taxing authority to
the Lessor or the Lessor's designee. If the credit
due to the Government is not paid by the due date,
interest shall accrue on the late payment at the rate
established by the Secretary of the Treasury

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14 LESSOR GOV'T

under Section 12 of the Contract Disputes Act of 1976
(United States Code 41 USC 611) that is in effect on
the day after the due date. The interest penalty
shall accrue daily on the amount of the credit and
shall be compounded in 30-day increments inclusive
from the first day after the due date through the
payment date. The Government shall have the right to
pursue the outstanding balance of any tax credit
using all such collection methods as are available to
the United States to collect debts. Such collection
rights shall survive the expiration of this lease.

F. The Government shall pay its share of tax increases or shall
receive its share of any tax decrease based on the ratio of
the BOMA rentable square feet occupied by the Government to
the total rentable square feet in the building or complex
(percentage of occupancy). For the purpose of this lease, the
Government's percentage of occupancy as of the date hereof is
____TBD*____ percent based upon an occupancy of ____TBD*____
BOMA rentable square feet in a building of ____TBD*____ BOMA
rentable square feet. This percentage shall be subject to
adjustment to take into account additions or reductions of the
amount of space as may be contemplated in this lease or
amendments hereto. The block and lot/parcel or other
identification numbers for other property, building(s), and
parking areas(s) occupied under this lease are ____TBD*____.

G. The Government may direct the Lessor upon reasonable notice to
initiate a tax appeal, or the Government may decide to contest
the tax assessment on behalf of the Government and the Lessor
or for the Government alone. The Lessor shall furnish to the
Government information necessary for appeal of the tax
assessment in accordance with the filing requirements of the
taxing authority. If the Government decides to contest the tax
assessment on its own behalf or on behalf of the Government
and the Lessor, the Lessor shall cooperate and use all
reasonable efforts including, but not limited to, affirming
the accuracy of the documents, executing documents required
for any legal proceeding, and taking such other actions as may
be required. If the Lessor initiates an appeal on behalf of
the Government, the Government and the Lessor will enter into
an agreement to establish a method for sharing expenses and
tax savings.

(*TBD = To Be Determined)

3.3 PERCENTAGE OF OCCUPANCY
The percent of the building occupied by the Government, for purposes
of tax adjustments, will be established during negotiations.

3.4 OPERATING COSTS (NCR NOVEMBER 2001)

A. Beginning with the second year of the lease and each year
thereafter, the Government shall pay adjusted rent for changes
in costs for cleaning services, supplies, materials,
maintenance, trash removal, landscaping, water and sewer
charges, heating, electricity, and certain administrative
expenses attributable to occupancy. Applicable costs listed on
GSA Form 1217, Lessor's Annual Cost Statement, when negotiated
and agreed upon, will be used to determine the base operating
cost adjustments. The agreed-upon initial operating costs
shall be stated on the SF-2 or other lease document.

B. The amount of adjustment will be determined by multiplying the
base operating costs by the percent change in the revised
Consumer Price Index (CPI) for wage earners and clerical
workers, U.S. City average, all items figure, (1982-1984 =
100) published by the Bureau of Labor Statistics, U.S.
Department of Labor.

C. The first percent change will be computed by comparing the
index figure published for the month prior to the lease
commencement date with the index figure published for the
month before the anniversary date of the lease. For example, a
lease commencing in June of 2001 would use the index published
for May of 2001 and that figure would be compared with the
index published for May of 2002 to determine the percent
change.

D. Each successive adjustment shall use the percent difference
between the prior year index figure and the current year index
figure for the month before the next anniversary date of the
lease. In the example used, the second adjustment would
compare the CPI for May of 2002 with that of May of 2003 to
determine the percent change. The percent change shall be
applied to the escalated operating costs from the previous
year. For example, if the initial operating costs were $10,000
and the initial adjustment calculated under paragraph (C)
above were $250, then the operating costs to be used for the
second adjustment calculation would be $10,250.

E. Payment will be by permanently adding 1/12 of the adjustment
to the monthly installment of fixed rent. Rental adjustments
will be effective on the anniversary date of the lease.
Payment of the adjusted rental rate will become due (for
purposes of any interest due) on the first workday of the
second month following the publication of the CPI for the
month prior to the anniversary date (adjustment effective
date).

F. If the Government exercises an option to renew the lease term,
annual adjustments will continue in the manner described
above.

G. Change in base operating costs.

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15 LESSOR GOV'T

1. If a change in the operating costs occurs for such
things as commencement of daytime cleaning or
expansion of space (where the expansion space is
rented at the same rate as the original space),
annual adjustments shall be calculated separately on
the increase/decrease in operating costs. However,
such adjustment shall be effective only after the
increased costs have been in effect for at least one
year. Therefore, for expansions not ocurring on the
anniversary date of the lease, the adjustment shall
be due and payable on the anniversary date of the
lease following the first anniversary date of the
expansion. The first rent adjustment for the increase
in base operating costs shall be calculated by
comparing the CPI for the month before the effective
date of the change in base operating costs (such as
the expansion effective date) with the CPI for the
month before the lease anniversary date. For
subsequent adjustments, the increase in the base
operating costs shall be added to the other escalated
base operating costs and only one calculation shall
be made.

2. In cases where an expansion of leased space occurs
and the expansion space is rented at a different rate
than the original space, the base operating costs
shall be reestablished in the Supplemental Lease
Agreement to take the additional space. The new base
operating costs shall be a prorated blend of the
escalated original base operating costs and the base
operating costs for the new space from the GSA Form
1217 for the new space. The CPI's shall continue to
be determined as specified in paragraph (D) above,
and operating cost rental adjustments shall continue
to be made on the anniversary date of the lease.

H. In the event of a decrease in the CPI during the occupancy
under the lease, the rental amount will be reduced
accordingly. The amount of such reduction will be determined
in the same manner as increases in the rent provided under
this clause.

I. The offer shall clearly state whether the rental is firm
throughout the term of the lease or if it is subject to annual
adjustment of operating costs as indicated above. If operating
costs will be subject to adjustment, those costs shall be
specified on GSA Form 1364, Proposal to Lease Space, contained
elsewhere in this SFO. Beginning with the second year of the
lease and each year thereafter, the Government shall pay
adjusted rent for changes in costs for cleaning services,
supplies, materials, maintenance, trash removal, landscaping,
water, sewer charges, heating, electricity, and certain
administrative expenses attributable to occupancy. Applicable
costs listed on GSA Form 1217, Lessor's Annual Cost Statement,
when negotiated and agreed upon, will be used to determine the
base rate for operating costs adjustment.

3.5 OPERATING COSTS BASE (SEP 2002)
The base for the operating costs adjustment will be established during
negotiations based upon ANSI/BOMA Office Area square feet.

3.6 ANSI/BOMA RENTABLE SQUARE FEET (SEP 2000) (TSA SEP 2002)
For the purposes of this SFO, the Government recognizes the American
National Standards Institute/Building Owners and Managers Association
(ANSI/BOMA) international standard (Z65.1-1996) definition for rentable
space.

3.7 ANSI/BOMA OFFICE AREA SQUARE FEET (NCR VARIATION (AUG 2002)) (TSA OCT
2002)
A. For the purposes of this SFO, the Government recognizes the American
National Standards Institute/Building Owners and Managers
Association (ANSI/BOMA) international standard (Z65.1-1996)
definition for office area, which means "the area where a tenant
normally houses personnel and/or furniture, for which a measurement
is to be computed."

B. ANSI/BOMA office area square feet shall be computed by measuring the
area enclosed by the finished surface of the room side of corridors
(corridors in place as well as those required by local codes and
ordinances to provide an acceptable level of safety and/or to
provide access to essential building elements) and other permanent
walls, the dominant portion (refer to Z65.1) of building exterior
walls, and the center of tenant-separating partitions. Where
alcoves, recessed entrances, or similar deviations from the corridor
are present, ANSI/BOMA office area square feet shall be computed as
if the deviation were not present. For purposes of this
solicitation, floor common area, including rest rooms, janitors
closets, telephone and electrical closets, mechanical rooms,
elevator lobbies, and public or fire safety egress corridors are not
included as BOMA office area square feet.

3.8 COMMON AREA FACTOR (SEP 2000)
If applicable, the Offeror shall provide the Common Area Factor (a
conversion factor(s) determined by the building owner and applied by
the owner to the ANSI/BOMA office area square feet to determine the
rentable square feet for the offered space).

3.9 APPURTENANT AREAS
The right to use appurtenant areas and facilities is included. The
Government reserves the right to post Government rules and regulations
where the Government leases space.

3.10 LIQUIDATED DAMAGES, GSAR 552.270-15 (SEP 1999)

See paragraph 3.16.J.

3.11 VENDING FACILITIES (SEP 2000)
A. Approximately 500 square feet of the ANSI/BOMA rentable space in
Section 1.1 "Amount and Type of Space" will be used for the
operation of a vending facility(ies) by the blind under the
provisions of the Randolph-Sheppard Act (United States Code 20 USC
107 et. seq.). The Government will control the number, kind, and
locations of vending facilities and will control and receive income
from all automatic vending machines. The Lessor is required to
provide necessary utilities and to make related

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16 LESSOR GOVT.

alterations. The cost of the improvements will be negotiated,
and payment will be made by the Government either on a
lump-sum basis or a rental increase.

B. The Government will assure that the facility(ies) does not
compete with other facilities having exclusive rights in the
building. The Offer shall advise the Government if such
rights exist.

3.12 ADJUSTMENT FOR VACANT PREMISES, GSA 552.270-16 (VARIATION)(SEP 1999)
A. If the Government fails to occupy any portion of the leased
premises or vacates the premises in whole or in part prior to
expiration of the term of the lease, the rental rate will be
reduced.

B. The rate will be reduced by that portion of the costs per
ANSI/BOMA Office Area square foot of operating expenses not
required to maintain the space. Said reduction shall occur
after the Government gives 30 calendar days prior notice to
the Lessor and shall continue in effect until the Government
occupies the premises or the lease expires or is terminated.

3.13 RELOCATION ASSISTANCE ACT (MAR 2002)
A. If an improved site is offered and new construction will
result in the displacement of individuals or businesses, the
successful Offeror shall be responsible for payment of
relocation costs for displaced persons in accordance with the
Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970, as amended, and 49 CFR Part 24.

B. Offerors shall incorporate the cost of such assistance into
their shell rental rate.

C. The successful Offeror shall give TSA the name of the person
and agency to be providing the relocation assistance to site
tenants. In addition, the successful Offeror must provide
background information about the relocation agency and
references for which the relocation agent has performed
relocation assistance in the past. Depending upon the
complexity of the relocation project, Offerors may be required
to provide a relocation plan with final proposal revisions.

3.14 EVIDENCE OF CAPABILITY TO PERFORM (SEP 2000)(TSA OCT 2002)
A. AT THE TIME OF SUBMISSION OF OFFERS, THE OFFEROR SHALL SUBMIT
TO THE CONTRACTING OFFICER FOR EACH BUILDING BEING OFFERED:

1. Satisfactory evidence of at least a conditional
commitment of funds in an amount necessary to prepare
the space. Such commitments shall be signed by an
authorized bank officer and at a minimum shall state:
amount of loan; term in years; annual percentage
rate; and length of loan commitment.

2. The name of the proposed construction contractor, as
well as evidence of the contractor's experience,
competency, and performance capabilities with
construction similar in scope to that which is
required herein.

3. Compliance with local zoning laws or evidence of
variances, if any, approved by the proper local
authority.

4. Evidence of ownership or control of site(s).

5. Satisfactory evidence that Offeror will be able to
deliver the appropriate amount of space in the
required timeframes, as defined in this SFO.

B. AFTER AWARD:
Within fourteen days after award, the successful Offeror shall
provide to the Contracting Officer evidence of:

1. A firm commitment of funds in an amount sufficient
to perform the work.

2. Provision of occupancy permit for initial occupancy
of Phase 1 space. (See Section 10.2).

3. The license or certification to practice in the state
where the facility is located from the individual(s)
and/or firm(s) providing architectural and
engineering design services.

C. KEY PERSONNEL:

1. The personnel listed below are considered essential
to the work being performed under this SFO. Before
removing, replacing, or diverting any of the listed
or specified personnel, the Lessor shall (1) notify
the Contracting Officer reasonably in advance and (2)
submit justification, including proposed
substitution, in sufficient detail to permit
evaluation of the impact on the work to be performed.

2. The Lessor shall make no diversion without the
Contracting Officer's written consent; provided, that
the Contracting Officer may ratify in writing the
change, and that ratification shall constitute
Contracting Officer's consent required by this
section.

3. The list of key personnel as specified below may,
with the consent of the contracting parties, be
amended from time to time during the course of the
lease to add or delete personnel.

4. List of Key Personnel:

Firm Name Title

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17 LESSOR GOV'T

TO BE PROPOSED BY OFFERORS

3.15 CONSTRUCTION SCHEDULE (TSA OCT 2002)
A. Within ten days after award of the lease contract, the
successful Offeror shall submit to the Contracting Officer a
tentative construction schedule giving the dates on which the
various phases of construction will be completed to coincide
with the Government's project approach as outlined in Section
10.2. The finalized schedule shall be submitted no later than
twenty days after award. The Lessor shall work with the
Government to establish the most expedient project delivery
for all phases.

B. The Schedule shall include timing for completion of design and
construction milestones including, but not limited to: 1)
submittal of preliminary plans and specifications; 2)
submittal of other working drawings; 3) issuance of a building
permit; 4) completed construction documents; 5) start of
construction; 6) completion of principal categories of work;
7) phased completion and availability for occupancy of each
portion of the Government-demised area (by floor, block, or
other appropriate category); and 8) final construction
completion.

C. Final agreed-upon design and construction schedule will be
incorporated into the lease through a Supplemental Lease
Agreement.

3.16 CONSTRUCTION SCHEDULE OF TENANT IMPROVEMENTS (SEP 2000)(TSA OCT 2002)

A. The construction schedule for Phase 2 and Phase 3 (see 10.2
for description of phases) shall commence upon lease award.
The schedule shall be divided into eight tasks for each phase.
These are: 1) the generation of the space plans; 2) the
generation of the design intent drawings; 3) the Government's
approval of the design intent drawings; 4) the Lessor's
generation of the Government's working/construction drawings;
5) the Government's review of the working/construction
drawings; 6) the Lessor's bidding of the construction
documents; 7) the Lessor's construction of the subject leased
area; 8) the Government's acceptance of the Lessor's
construction. Each of these tasks is detailed below.
References to working days shall be based upon a 5-day work
week (Monday through Friday, exclusive of Federal holidays).
References to "approval" shall mean such approval granted by
the Contracting Officer. During the construction schedule, the
Government requests regularly scheduled progress meetings and
requests that the Lessor keep meeting minutes of discussion
topics and attendance. During design and construction, the
Lessor may discover instances where the Government's
directives conflict. In such cases, the Lessor shall
immediately notify the Contracting Officer so that the
Government may issue a determination as to how to proceed
beyond the building shell.

B. SPACE PLAN LAYOUTS AND PROGRAM OF REQUIREMENTS
The Government shall prepare, at the Government's expense,
Space Plan Layouts. The Space Plan Layouts will consist of
final computer generated drawings to scale showing layouts of
furnishings and equipment with any special construction
notations. Space Plan Layouts and the Program of Requirements
shall be due from the Government within twenty (20) working
days after lease award for the Phase 2 first 100,000 square
feet delivery of space.

C. DESIGN INTENT DRAWINGS:

1. The Lessor shall prepare, out of the Tenant
Improvement Allowance and provide to the Government,
for the Government's approval, design intent drawings
detailing the Tenant Improvements to be made by the
Lessor within the Government-demised area. The
Government shall use best efforts to coordinate the
provision of such information and details as required
by the Lessor's architect to complete such drawings
in a timely manner. Design intent drawings, for the
purposes of this lease, are defined as
fully-dimensioned drawings of the leased space which
include enough information to prepare construction
drawings and shall consist of: 1) furniture
locations, telephone and data outlet types and
locations; 2) specifications necessary for
calculation of electrical and HVAC loads; and 3) all
finish/color/signage selections. Design intent
drawings shall be due from the Lessor within twenty
(20) working days after receipt of the space plan
layouts and program of requirements from the
Government.

2. Review. The Government retains the right to review,
approve, and request modifications (if necessary) to
the Lessor's design intent drawings prior to the
Lessor's commencement of working/construction
drawings. The Government's review and approval of the
drawings is limited as to the drawings' conformance
to the specific requirements of the SFO and the
agency's needs as they apply to the specific leased
space. The Government shall perform all reviews of
design intent drawings within fifteen (15) working
days of receipt of such from Lessor. If the
Government requires modifications to the design
intent drawings, the Government shall notify the
Lessor in writing and the Lessor shall incorporate
comments into the construction documents. Upon
approval of the design intent drawings, a notice to
proceed shall be transmitted to the Lessor, and the
Lessor shall commence working/construction drawings
for the space. At the sole discretion of the
Government, the Lessor may be required to submit a
budget proposal, based on the Tenant Improvements and
associated work as shown on the design intent
drawings. This budget proposal shall be completed
within ten (10) working days of the Government's
request. Delay of receipt of such proposal shall
result in a Lessor delay.

D. WORKING/CONSTRUCTION DRAWINGS:
The Lessor shall prepare, out of the Tenant Improvement
Allowance, final working/construction drawings for the
improvements illustrated on the Government-approved design
intent drawings. The working/construction drawings shall
include all mechanical, electrical, plumbing, fire safety,
lighting, structural, and architectural improvements scheduled
for inclusion into the Government-demised area.
Working/construction drawings shall also be annotated with all
applicable specifications. The resulting product shall reflect
requirements which are substantially the same as that
specified by the Government-approved design intent drawings
and shall incorporate neither extraneous additions nor
deletions of requirements. The Lessor's working/construction
drawings shall be due to the Government within twenty (20)
working days of the Government's approval of the design intent
drawings. Working/construction drawings shall clearly identify
1) Tenant Improvements already in place and 2) the work to be
done by the Lessor or others. The Government may also require
at the time of submission of working/construction drawings
that the Lessor submit a written price proposal along with
adequate cost and pricing data for any

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18 LESSOR GOV'T

costs or credits to the Government which are beyond the scope
of the original SFO and its attachments. Any work shown on the
working/construction drawings which is building shell shall be
clearly identified as such.

E. REVIEW OF WORKING/CONSTRUCTION DRAWINGS:
The Government retains the right to review, and request
modifications (if necessary) to, the Lessor's
working/construction drawings prior to the Lessor's
commencement of interior construction. The Government's
review of the working/construction drawings is limited to the
working/construction drawings' conformance to the specific
requirements of the SFO and to the approved design intent
drawings. The Government shall perform all reviews of
working/construction drawings within fifteen (15) working days
of receipt from the Lessor. If the Government requires
modifications to the working/construction drawings, the
Government shall notify the Lessor in writing. The Lessor
shall have five (5) working days to cure all noted defects
before returning the working/construction drawings to the
Government for a subsequent five (5) working day review. Upon
complete Government review for conformance of the
working/construction drawings to the design intent drawings, A
NOTICE TO PROCEED SHALL BE TRANSMITTED TO THE LESSOR, and the
Lessor shall obtain the necessary permits and shall commence
construction of the space. Notwithstanding the Government's
review of the working/construction drawings, the Lessor is
solely responsible and liable for the technical accuracy of
the working/construction drawings in meeting all requirements
and provisions of the lease and the Government-approved design
intent drawings.

F. BIDDING PROCESS
At the Government's sole discretion, the Lessor shall:

1. Provide cost and pricing data in conjunction with the
tenant alterations as specified by the Government in
Form 3517 per the terms and conditions noted therein
or,

2. Provide a price based upon the results of a
competitive bid proposal process as follows:

a. The scope of work includes the lease
(including the SFO and all SFO attachments),
the construction drawings/documents, and
written specifications. In cases of
discrepancies, the lease shall govern over
any other documents. All differences will be
resolved by the Contracting Officer in
accordance with the terms and conditions of
the lease.

b. No building shell items shall be included in
the competitive proposal.

c. A minimum of three qualified sub-contractors
must be invited to participate in the
competitive proposal process. Each
participant must compete independently in
the process.

d. Each submitted proposal must be reviewed by
the Government. The Government reserves the
right to determine if bids meet the scope of
work, that the price is reasonable, and that
the Offeror is qualified to perform the
work.

e. The Government may elect to be represented
at all negotiation sessions between the
Lessor and potential contractors.

f. The Lessor must certify to the Government
that best efforts have been made to obtain
the most competitive prices possible, that
the Lessor shall accept responsibility for
all prices through direct contracts with all
contractors, and that all performance
specifications of the lease shall be met. A
certification form, provided by the
Government, shall accompany the final bid
package.

g. The Lessor shall complete the competition
and the cost proposal process in 15 working
days or less from the date of issuance of
completed construction documents. The Lessor
shall accompany the bids with a
recommendation for selection and with a
summary in spreadsheet format comparing the
bidders' proposals and indicating the
exceptions or variations proposed by the
bidders.

h. Once the Government determines that there is
adequate competition, and upon the
Government's acceptance of the Lessor's cost
proposal based upon that competition
(provided the Lessor selects the
competition's lowest priced bid of a
contractor qualified to perform the subject
work), the Contracting Officer shall issue
to the Lessor a Notice To Proceed within 10
working days for the subject work, provided
the cost is within the Government's budget
for subject work. The NTP may be a partial
or a complete NTP, and/or in the event the
Lessor's cost proposals for the tenant
alternation work exceeds the Government's
budget, the Government may elect to have the
working drawings be value engineered by the
Lessor's construction and design team to
meet the Government's budget. The cost of
these modifications shall be paid by the
Government.

i. The Lessor shall manage and complete the
work within the timeframe/cost requirements
of the SFO and final contract.

G. CONSTRUCTION OF TENANT IMPROVEMENTS:
The Lessor shall construct all Tenant Improvements in
accordance with 1) the Government reviewed and approved
working/construction drawings and 2) all terms and conditions
of the SFO. The Lessor shall complete all Tenant Improvements
according to the Government approved project schedule and as
described in Section 10.2 and after receiving the notice to
proceed from the Government. The Lessor shall furnish a
detailed construction schedule (such as Critical Path Method)
to the Government within five (5) days of issuance of the
notice to proceed. Such schedule shall also indicate the dates
available for the Government contractors to install
telephone/data lines or equipment. The Government reserves the
right to access any space within the building during the
conduct of interior construction for the purposes of
performing inspections or for installing Government-furnished
equipment. The Government shall coordinate with the Lessor the
activity of Government contractors in order to minimize
conflicts with, and disruption to, other contractors on site.
Access shall not be denied to authorized Government officials
including, but not limited to, Government contractors,
subcontractors, or consultants acting on behalf of the
Government with regard to this project.

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19 LESSOR GOV'T

H. DELAYS:
Delays by the city or county in issuance of a building permit
after Lessor has applied for a permit with all due diligence
and delays by city or county inspections in completing
inspections necessary to issue the Certificate of Occupancy
for the building will be considered excusable delays. Owner
agrees to provide the Government a copy of the application for
the permit.

Should either the Government or the Lessor fail to discharge
their responsibilities as defined herein within the time
allocated under this construction schedule, such shall
constitute "delay." Delay caused by either party may be offset
by the early completion of that party's other responsibilities
within the schedule. The absolute value of the number of days
of one party's delay minus the number of days of the remaining
party's delay shall equal the total number of days of delay
for a given stage of the schedule. Delay shall be attributable
to the party having caused the greatest number of days of
critical path delay and shall be termed either "Government
Delay" or "Lessor Delay" as appropriate.

If Government delay occurs, then the rent commencement date
shall be the same number of days earlier than the acceptance
date as the number of days of delay. Any rental paid by the
Government prior to actual occupancy shall be less the cost
for services and utilities (Base Cost of Services) of the
vacant premises. In any event, the Government will not be
required to accept space and commence rent prior to the
original date as indicated in the "Occupancy Date" paragraph
of the SFO, unless otherwise agreed to by the Government. Each
day of Lessor Delay will be subject to the Liquidated Damages
clause of this SFO and the "Default in Delivery" paragraph of
the GSA Form 3517. In all cases of delay, the Lessor is
required to promptly notify the Government of the delay and to
provide an assessment of the impact of each delay on the
overall project schedule/budget. Along with that notification,
the Lessor is required to provide the Government with a
recovery plan outlining options for minimizing the impact of
the delay.

I. ACCEPTANCE OF SPACE:
Thirty (30) days prior to the completion of interior
construction, the Lessor shall issue written notice to the
Government to inspect the space. The Government shall have
five (5) working days to inspect and to either accept or
reject the subject space. Substantial completion is defined as
space which is fully functional with stable power (including
standby) and HVAC, suitable for the Government to begin
installation, testing and start up of critical voice/data
network and security systems.

1. Space deemed Substantially Complete by the
Government will be accepted by the Government subject to the
completion of minor punch list items. Space which is not
deemed substantially complete by the Government will not be
accepted by the Government.

The phrase "Substantially Complete" shall mean that the tenant
improvements, the common and other areas of the building, and
all other things necessary for the Government's access to the
premises and occupancy, possession, use and enjoyment thereof,
as provided in this lease shall have been completed or
obtained, including all local Government reviews and
approvals, excepting only such minor matters as do not
interfere with or materially diminish such access, occupancy,
possession, use, or enjoyment.

Should the Government reject the Lessor's space as not
substantially complete as defined herein, the Lessor shall
immediately undertake remedial action, and when ready shall
issue a subsequent notice to inspect to the Government.

2. Before the Government will accept space, the
Lessor must provide to the Contracting Officer evidence of the
issuance of a building permit incorporating the construction
of required improvements.

J. RENT COMMENCEMENT:
The rent start date for Phase I shall be ten (10) working days
after the Government accepts the space from the Lessor. The
space must be in a condition that a Certificate of Occupancy
can be issued subject to the installation of furniture. No
rent will be paid for Phase I space after the Government has
vacated the space to move into renovated space. The rent
commencement date for Phase II and III shall be ten (10)
working days after the date of space acceptance by the
Government. However, if Government delay occurs, then the rent
commencement date shall be the same number of days earlier
than the acceptance date as the number of days of delay. Any
rental paid by the Government prior to actual occupancy shall
be less than the cost for services and utilities of the vacant
premises. Each day of Lessor Delay will increase the amount of
free rent after occupancy by the Government on a day for day
basis as liquidated damages per the "Default in Delivery"
paragraph of the Form 3517.

K. ESTABLISHMENT OF LEASE TERM:
The Government shall issue GSA Form 276, Supplemental Lease
Agreement, to establish the lease term after the acceptance of
all space. The lease commencement date shall not be prior to
the rent commencement date. The commencement date for the
lease term shall be the weighted average composite of all
incremental dates of phased acceptance of Phases II and III by
the Government.

3.17 PROGRESS REPORTS (SEP 2000)(TSA SEP 2002)
After start of construction, the successful Offeror shall submit to the
Contracting Officer, written weekly progress reports. Each report shall
include information as to 1) percentage of the work completed by phase
and trade; 2) a statement as to expected completion and occupancy date;
3) changes introduced into the work; 4) analysis of changes to identify
impact on cost/schedule and provision of a recovery plan and 5) general
remarks on such items as material shortages, strikes, weather, etc.
Such meetings shall be held at a location to be designated by the
Government.

3.18 CONSTRUCTION INSPECTIONS (TSA SEP 2002)
A. Construction inspections will be made periodically by the
Contracting Officer and/or designated technical
representatives to review compliance with the SFO requirements
and the final working drawings.

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20 LESSOR GOV'T

B. Periodic reviews, tests, and inspections by the Government are not
to be interpreted as resulting in any approval of the Lessor's
apparent progress toward meeting the Government's objectives but
are intended to discover any information which the Contracting
Officer may be able to call to the Lessor's attention to prevent
costly misdirection of effort. The Lessor shall remain completely
responsible for constructing, operating, and maintaining the
building in full accordance with the requirements of this SFO.

3.19 REQUIRED PROOF OF AUTHORITY (NCR VARIATION (AUG 2002))

As a condition of lease award, the Government will require one of
the following forms of proof of signing authority before the
Government executes the lease:

A. General Partnership -- Copy of Partnership Agreement

B. Limited Partnership -- Copy of Partnership Agreement or copy of
current Certificate of Limited Partnership

C. Corporation -- Corporate Resolution certified by the Secretary of
the Corporation or an Informal Action signed by the Board of
Directors. The Resolution or Informal Action must approve the lease
and indicate who has authority to sign for the corporation.

D. Joint Venture -- Copy of Joint Venture Agreement

E. Company -- Copy of formation document indicating who can bind the
company

3.20 BUSINESS IMPROVEMENT DISTRICTS (B.I.D.) (NCR VARIATION (AUG 2002)) (IF
APPLICABLE)

A. For purposes of this solicitation:

1. "BID" means a Business Improvement District, Special
Improvement District, or other specifically defined
geographical area within a taxing jurisdiction, organized and
registered pursuant to enabling legislation promulgated by a
State or local government, within which properties are
assessed, charged or taxed solely by virtue of their location
within the given area and in support of services or projects
located solely within the area.

2. "Building" means the building(s) within which space is provided
to the Government under the Lease, together with the land upon
which the building is located.

3. "Lessor's BID Assessment" means charges, assessments or taxes
levied against Lessor and/or a Building, expressed as a fixed
sum per Building, solely by virtue of the Building being
located within a BID.

B. The Government agrees, when applicable, to make a single annual
lump sum payment to the Lessor for its share of increases in
Lessor's BID Assessment over the base year. For purposes of this
clause, the base year amount of Lessor's BID Assessment will be
determined as the amount in the calendar year in which lease
commences.

C. The Government's share of increases in Lessor's BID Assessment
shall be based upon the ratio of the ANSI/BOMA Office Area square
feet occupied by the Government to the total ANSI/BOMA Office Area
square feet of office and retail space in the Building (percentage
of occupancy). Square footage related to parking will not be
included in determining the Government's percentage of occupancy.
At the Contracting Officer's sole discretion, the Government may
pay its share of increases in Lessor's BID Assessment based upon
the ratio of the assessed value of the space leased by the
Government to the total assessed value of the Building. For
purposes of this clause, the Government's percentage of occupancy
is stated in the clause of this lease entitled "Tax Adjustment".

D. The Lessor shall furnish the Government with copies of all bills
reflecting Lessor's BID Assessment and evidence of payment of such
Lessor's BID Assessment by the Lessor. Evidence of payment must be
submitted to the Government within 60 calendar days of the date
that payment is due. Failure by Lessor to submit evidence of
payment as provided in this paragraph shall act as a waiver of
Lessor's right to receive payment under this clause.

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21 LESSOR GOV'T

4.0 GENERAL ARCHITECTURE

4.1 QUALITY AND APPEARANCE OF BUILDING EXTERIOR (SEP 2000)

The space offered shall be located in a modern office building with a
facade of stone, marble, brick, stainless steel, aluminum, or other
permanent materials in good condition acceptable to the Contracting
Officer. If not in a new office building, the space offered shall be in
a building that has undergone, or will be complete by Phase 2 and Phase
3 occupancy, first class restoration or adaptive reuse for office space
with modern conveniences. If the restoration work is underway or
proposed, then architectural plans acceptable to the Contracting
Officer shall be submitted as part of the offer. The building shall be
compatible with its surroundings. Overall, the building shall project
a professional and aesthetically-pleasing appearance including an
attractive front and entranceway. The building shall have
energy-efficient windows or glass areas consistent with the structural
integrity of the building, unless not appropriate for intended use. The
facade, downspouts, roof trim, and window casing shall be clean and in
good condition.

A. Day lighting Requirements
1. The building will have appropriate fenestration and
lighting controls to modulate daylight admittance and to
reduce electric lighting, while meeting the occupants'
lighting quality and quantity requirements.

4.2 CONSTRUCTION WASTE MANAGEMENT (SEP 2000)

A. Recycling construction waste means providing all services
necessary to furnish construction materials or wastes to
organizations which will employ these materials or wastes in
the production of new materials. Recycling includes required
labor and equipment necessary to separate individual
materials from the assemblies of which they form a part.

B. The Offeror shall submit to the Government a proposal to
dispose of or recycle construction waste. Where the small
quantity of material, the extraordinarily complex nature of
the waste disposal method, or prohibitive expense for
recycling would represent a genuine hardship, the Government
may permit alternative means of disposal. This requirement
shall also apply to subsequent alterations under the lease.

C. The Lessor shall recycle the following items during both the
demolition and construction phases of the project, subject to
economic evaluation and feasibility:

1. ceiling grid and tile;

2. light fixtures, including proper disposal of any
transformers, ballasts, and fluorescent light bulbs;

3. duct work and HVAC equipment;

4. wiring and electrical equipment;

5. aluminum and/or steel doors and frames;

6. hardware;

7. drywall;

8. steel studs;

9. carpet, carpet backing, and carpet padding;

10. wood;

11. insulation;

12. cardboard packaging;

13. pallets;

14. windows and glazing materials;

15. all miscellaneous metals (as in steel support frames for
filing equipment); and

16. all other finish and construction materials.

D. If any waste materials encountered during the demolition or
construction phase are found to contain lead, asbestos,
polychlorinated biphenyls (PCB's) (such as fluorescent lamp
ballasts), or other harmful substances, they shall be handled
and removed in accordance with Federal and state laws and
requirements concerning hazardous waste.

E. In addition to providing "one-time" removal and recycling of
large-scale demolition items such as carpeting or drywall, the
Lessor shall provide continuous facilities for the recycling
of incidental construction waste during the initial
construction.

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22 LESSOR GOV'T

F. Construction materials recycling records shall be maintained
and shall be accessible to the Contracting Officer. Records
shall include materials recycled or landfilled, quantity, date
and identification of hazardous wastes.

4.3 EXISTING FIT-OUT, SALVAGED, OR RE-USED BUILDING MATERIAL (SEP 2000)
(TSA SEP 2002)

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

B. The Lessor shall submit a reuse plan to the Contracting
Officer. The Government will not pay for existing fixtures and
other Tenant Improvements accepted in place.

4.4 INDOOR AIR QUALITY DURING CONSTRUCTION (SEP 2000)(TSA SEP 2002)

A. The Lessor shall provide to the Government material safety
data sheets (MSDS) upon request for the following products
prior to their installation or use; adhesives, caulking,
sealants, insulating materials, fireproofing or fire stopping
materials, paints, carpets, floor and wall patching or
levelling materials, lubricants, clear finish for wood
surfaces, and janitorial cleaning products.

B. The Contracting Officer may eliminate from consideration
products with significant quantities of toxic, flammable,
corrosive, or carcinogenic material and products with
potential for harmful chemical emissions. Materials used often
or in large quantities will receive the greatest amount of
review.

C. All MSDS shall comply with Occupational Safety and Health
Administration (OSHA) requirements. The Lessor and its agents
shall comply with all recommended measures in the MSDS to
protect the health and safety of personnel.

D. To the greatest extent possible, the Lessor shall sequence the
installation of finish materials so that materials that are
high emitters of volatile organic compounds (VOC) are
installed and allowed to cure before installing interior
finish materials, especially soft materials that are woven,
fibrous, or porous in nature, that may absorb contaminants and
release them over time.

E. Where demolition or construction work occurs adjacent to
occupied space, the Lessor shall erect appropriate barriers
(noise, dust, odor, etc.) and take necessary steps to minimize
interference with the occupants. This includes maintaining
acceptable temperature, humidity, and ventilation in the
occupied areas during window removal, window replacement, or
similar types of work. If the Lessor uses any base building or
tenant improvement HVAC during construction, those systems
shall be cleaned and restored to like-new condition prior to
occupancy.

F. A final flush-out period of 48 hours to 72 hours shall be
provided before occupancy. The Lessor shall ventilate with 100
percent outside air at the recommended air change rate during
installation of materials and finishes. Refer to the latest
edition of American Society of Heating, Refrigerating, and Air
Conditioning Engineers, Inc. ANSI/(ASHRAE) Standard 62,
Ventilation for Acceptable Indoor Air Quality. If outside air
would cause unacceptable inside temperature levels, humidity
levels, and/or air quality, an alternate ventilation plan may
be submitted to the Contracting Officer for approval.

4.5 WORK PERFORMANCE (SEP 2000)

All work in performance of this lease shall be done by skilled workers
or mechanics and shall be acceptable to the Contracting Officer. The
Contracting Officer retains the right to reject the Lessor's workers 1)
if such are either unlicensed, unskilled, or otherwise incompetent or
2) if such have demonstrated a history of either untimely or otherwise
unacceptable performance in connection with work carried out in
conjunction with either this contract or other Government or private
contracts.

4.6 BUILDING SYSTEMS (JAN 1997)

Whenever requested, the Lessor shall furnish at no cost to the
Government a report by a registered professional engineer(s) showing
that the building and its systems as designed and constructed will
satisfy the requirements of this lease.

4.7 SPACE EFFICIENCY (SEP 2000)

The design of the space offered shall be conducive to efficient layout
and good utilization as determined by the Government at its sole
discretion.

4.8 FLOOR PLANS AFTER OCCUPANCY (TSA SEP 2002)

Within twenty (20) days after occupancy, as-built mylar reproducible
full floor plans, architectural, mechanical, electrical, plumbing and
structural scaled at 1/8" = 1'-0", showing the space under lease, as
well as corridors, stairways, and core areas, and AutoCAD files with
compliance to Section 4.9 shall be provided to the Contracting Officer.

4.9 CAD AS-BUILT FLOOR PLANS (SEP 2000) (NCR AAP VARIATION (AUG 2002))

A. Computer-Aided Design (CAD) files of as-built floor plans
showing the space under lease, as well as corridors,
stairways, and core areas, shall be provided to the
Contracting Officer at Lessor's cost and the Government shall
be entitled to a thirty (30) day inspection period within
which to evaluate the quality of the plans. In the event it is
determined within the thirty (30) day inspection period that
the plans are defective, the Lessor shall provide another set
of plans to replace the defective set. Any additional plans
will be at the cost of the Government. The plans shall have
been generated by a CAD program which is

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23 LESSOR GOV'T

compatible with the latest release of AutoCAD. The required
file extension is .DWG. Clean and purged files shall be
submitted on 3-1/2-inch double-sided, high-density diskettes
on CD-ROM. They shall be labeled with building name, address,
list of drawing(s), date of the drawings(s), and Lessor's
architect and phone number and conform to "PBS Standards for
CAD Deliverables." (OCT 2001) which are available by request
or on the web at http://www.gsa.gov/attachments/GSA
POLICIES/extpol/CADdeliverables 6.pdf. The Lessor's operator
shall demonstrate the submission on GSA equipment, if
requested by the Contracting Officer.

B. The Lessor shall be responsible to maintain CAD as-built floor
plans at the tenant's expense with each improvement project,
which occurs in the Government's space during occupancy. At
the time of each update, the Lessor will be responsible to
validate all measurements and construction features of the
space. In the event that the tenant has made build out
improvements to the space without the Lessor's knowledge or
consent, the Government will be responsible for the fair and
reasonable design fees to update the as-built drawings. No CAD
drawings, specifications or other documentation shall be
released to third parties without the written permission of
TSA. All as-builts are security sensitive documents and will
be secured and destroyed in an approved manner. Detailed
security diagrams will be counted for by individual copy,
stored in a locked container, and turned over to the TSA
security office when no longer required.

4.10 ANSI/BOMA CALCULATIONS AND PLANS (TSA SEP 2002)
Offeror shall submit ANSI/BOMA Office Building Assignment Drawings that
conform to "ANSI/BOMA Standard Method of Floor Measurement for Office
Buildings" outlining Offeror's proposed TSA delineated area of office
area, storage area and building common occupancy in offered buildings:

A. ANSI/BOMA Office Building Assignment Drawings shall be single
poly-line, color-coded or graphical delineated per each
ANSI/BOMA's Defined Summary of Areas that outlines the area of
space as defined per "ANSI/BOMA Standard Method of Floor
Measurement for Office Buildings" per floor. The Definition of
Areas that need to be graphically defined are Major Vertical
Penetrations, Useable Areas (Office Area, Store Area, and
Building Common Area) and Floor Common Areas. Any floor
useable areas, building common or floor common that will not
be allowed or considered for TSA's use shall also be
identified and delineated. This refers to space that will be
occupied by another tenant or the Lessor's Building
Management. These spaces shall be identified by name of
tenant; duration of occupancy in the space, and remaining
proposed occupancy of the space.

B. Each ANSI/BOMA's Defined Summary of Area that is outlined with
a single poly-line shall be color-coded or graphical
delineated per each Building Definitions of Areas, label all
Building Definitions of Areas by name, and actual square
footage per Building Definitions of space. Lettering shall be
not smaller than 12 inches in height for a 1/8" plan (1/8"
text height after plotting to scale).

C. Each floor shall have a color-coded or graphical delineated
legend of all Building Definition of Areas per floor. The
legend shall list the ANSI/BOMA's Defined Summary of Areas
indicating the square footage by each delineated and defined
area, and the percentage of the total defined area per the
buildings total offer.

D. Offeror shall submit three (3) color or black-line sets of
1/8"=1'-0" proposed ANSI/BOMA Office Building Assignment
Drawings to TSA and three (3) sets on an 11" x 17" color or
black-line format. The size of the ANSI/BOMA Office Building
Assignment Drawings sheet size should not exceed 30" x 42". If
the building floor plate does not fit the sheet format, then
one sheet shall be submitted with the 1/8"=1'-0" scale plans
and one plan showing the entire floor plate set at a
designated scale.

E. Title blocks per each plan shall indicate building name,
building address, floor, scale of drawing, a bar scale, date
issued, name of owner, address of owner, name and address of
company generating ANSI/BOMA Assignment Drawings, and sheet
numbers.

F. An Executive Summary spreadsheet on 11" x 17' format showing
the ANSI/BOMA Standard Method of Floor Measurement for Office
Buildings Assignment Drawings used on each floor. The Global
Summary of Areas shall include the following columns: Floor,
Gross Building Area, Gross Measured Area, Major Vertical
Penetrations, Floor BOMA rentable Area, Space ID, Useable
Areas Floor Useable Area, Floor Common Area, Floor R/U Area,
Floor R/U Ratio, Basic BOMA rentable Areas, Building BOMA
rentable Area, Building R/U Ratio, BOMA rentable Area Total
BOMA rentable Area. Refer to ANSI/BOMA Z65.1-1996 ANSI/BOMA
Standard Method of Floor Measurement for Office Buildings
Global Summary of Areas for example of format and information
required.

G. All formatting shall comply with other SFO requirements for
AutoCAD generated plans.

H. Based on the Offeror's submitted ANSI/BOMA Office Building
Assignment Drawings; If the Government during the process of
evaluation of an offer, lease negotiations, or occupancy
discovers a site measurement or calculation with a difference
greater than 2% of what the Offeror submitted, the Offeror
shall pay for an independent, unbiased professional third
party to resolve the issue at no cost to the Government and
adjust any offer or lease to reflect the agreed upon results
measured and calculated results.

4.11 FLOORS AND FLOOR LOAD (SEP 2000)(TSA SEP 2002)
All adjoining floor areas shall be 1) of a common level not varying
more than 1/4 inch over a 10-foot, 0-inch horizontal run, in accordance
with the American Concrete Institute standards, 2) non-slip, and 3)
acceptable to the Contracting Officer. Underfloor surfaces shall be
smooth and level.

A. Acceptable Structural Systems
1. Open web steel joists are not acceptable as floor
framing.

B. Structural Bay Sizes
1. Structural bay range of 18' x 18' to 40' x 40'
module.

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LESSOR GOV'T

C. Structural Design Criteria

1. Live loading to meet the more stringent of the following design
criteria, applicable building codes or ANSI/ASCE 7-95:

a. Roof: 30 psf (minimum) Roof must have capability to support
the following:

i. Satellite dish.

ii. Antennas. (Provide clear and unobstructed radio signal
pathways)

iii. Generator

iv. Roof slab: must accommodate potential roof-mounted
equipment and window washing equipment-mounting
points.

b. Penthouse: 150 psf

c. Office floor slab: 80 psf + 20 psf partition load with a
minimum concentrated load of 2,000 lbs.

d. Mechanical floor slab: 125 psf; loading dock floor slab: 400
psf.

e. High density file areas: 150 psf. (To be paid out of tenant
improvement allowance).

f. Assume high-density file areas will comprise 4% of floor
area.

g. Written certification by registered professional engineer
may be required. Calculations and structural drawings may
also be required.

2. Floor framing systems.

A. IN ACCORDANCE WITH ACI 117-90, FLOOR FINISH TOLERANCES (AS
MEASURED WITH ASTM E 1155-87, STANDARD TEST METHOD FOR
DETERMINING FLOOR FLATNESS AND LEVELNESS USING THE F NUMBER
SYSTEM SHALL ACHIEVE A TEST AREA TOLERANCE OF FF=20 AND FL=15
WITH A "MINIMUM LOCAL F NUMBER" OF FF-15 AND FL=12. OFFERORS WHO
ARE UNABLE TO MEET THE FLOOR FINISH TOLERANCES DESCRIBED IN ACI
117-90 AND ASTM E 1155-87 SHALL PROVIDE INFORMATION WITH REGARD
TO HOW WELL THEIR FLOOR FINISH TOLERANCES MEET THESE STANDARDS.
OFFICE SPACE MUST HAVE FLOOR TOLERANCES ACCEPTABLE TO THE
CONTRACTING OFFICER.

4.12 EXITS AND ACCESS (SEP 1991)

A. Vestibules shall be provided at public entrances and exits wherever
weather conditions and heat loss are important factors for
consideration. In the event of negative air pressure conditions,
provisions shall be made for equalizing air pressure.

B. Accessibility Requirements for Buildings and Facilities

1. A power-operated door shall be provided at each entrance to
public and common use toilet rooms.

2. Stairs: all internal stairs used for existing and
connecting/communicating shall meet the requirements of ANSI A
117.1 Section 504.

3. Areas of rescue assistance: all buildings shall contain areas of
rescue assistance that shall comply with the technical and scope
requirements of ADA.

4. Maximum travel distance to closest toilet room from occupied
space shall not exceed 300 walkable feet.

4.13 WINDOWS (SEP 2000) (NCR VARIATION (AUG 2002)) (TSA SEP 2002)

A. Office space must have windows acceptable to the Contracting Officer
in each exterior bay. All windows shall be weather-tight. Windows
shall have a fixed sash.

B. Operable windows that open shall be equipped with locks. Off-street,
ground level windows and those accessible from fire escapes,
adjacent roofs, and other structures that can be opened shall be
fitted with a sturdy locking device.

4.14 ACCESSIBILITY (SEP 2000)

The building, leased space, and areas serving the leased space shall
be accessible to persons with disabilities in accordance with both the
ADAAG (36 CFR Part 1191, App. A) and the UFAS (41 CFR Part 101-19.6,
App. A). Where standards conflict, the more stringent shall apply.

4.15 LANDSCAPING (SEP 2000) (TSA SEP 2002)

A. Where conditions permit, the site shall be landscaped for low
maintenance and water conservation with plants that are either
native or well-adapted to local growing conditions.

B. Landscape management practices shall prevent pollution by:

1. employing practices which avoid or minimize the need for
fertilizers and pesticides;

2. prohibiting the use of the 2, 4-Dichlorophenoxyacelic Acid
(2,4-D) herbicide and organophosphates; and

3. composting/recycling all yard waste.

C. The Lessor shall use landscaping products with recycled content as
required by Environmental Protection Agency's (EPA's) Comprehensive
Procurement Guidelines (CPG) for landscaping products. Refer to
EPA's CPG web site, www.epa.gov/cpg.

D. The Contracting Officer shall approve the landscaping to be
provided.

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25 LESSOR GOV'T

5.0 ARCHITECTURAL FINISHES

5.1 RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES)(SEP
2000)
A. The Lessor shall comply to the extent feasible with the
Resource Conservation and Recovery Act (RCRA), Section 6002,
1976. The Lessor shall use recycled content products as
indicated in this SFO and as designated by the U.S.
Environmental Protection Agency (EPA) in the Comprehensive
Procurement Guidelines (CPG), 40 CFR Part 247, and its
accompanying Recovered Materials Advisory Notice (RMAN). The
CPG lists the designated recycled content products. EPA also
provides recommended levels of recycled content for these
products. The list of designated products, EPA's
recommendations, and lists of manufacturers and supplier of
the products can be found at the www.epa.gov/cpg/products.htm
web site.
B. The Offeror, if unable to comply with both the CPG and RMAN
lists, shall submit a request for waiver for each material to
the Contracting Officer with Initial offers. The request for
waiver shall be based on the following criteria.

1. the cost of the recommended product is unreasonable;

2. inadequate competition exists;

3. items are not available within a reasonable period of
time; and

4. items do not meet the SFO's performance standard.

5.2 ENVIRONMENTALLY PREFERABLE BUILDING PRODUCTS AND MATERIAL (SEP 2000)
A. The Lessor shall use environmentally preferable products and
materials where economically feasible. Environmentally
preferable products have a lesser or reduced effect on human
health and the environment when compared to other products and
services that serve the same purpose.

B. Refer to EPA's environmentally preferable products web site,
www.epa.gov/opptntr/epp. In general, environmentally
preferable products and materials do one or more of the
following:

1. contain recycled material, are biobased, or have
other positive environmental attributes;

2. minimize the consumption of resources, energy, or
water;

3. prevent the creation of solid waste, air pollution,
or water pollution; and

4. promote the use of non-toxic substances and avoid
toxic materials or processes.

5.3 LAYOUT, FINISHES, AND COLORBOARDS (SEP 2000)(TSA SEP 2002)
A. All building finishes shall be for first class, modern space.

B. The Lessor shall consult with the Contracting Officer prior to
developing a minimum of three color boards to include
coordinated samples of finishes for all interior elements such
as paint, wall coverings, base covering, carpet, window
treatments, laminates, and vinyl flooring. All samples
provided shall be in compliance with specifications set forth
elsewhere in this SFO. Required color boards shall be provided
within fifteen working days of the request for such by the
Contracting Officer. The color boards shall be approved by the
Contracting Officer prior to installation. Upon Government
review a selection of ONE color board shall be made within ten
working days, and unless otherwise specified prior to lease
award, the Offeror may assume that ONE color board will be
accepted for all finishes in the entire space under lease. No
substitutes may be made by the Lessor after the color board is
selected.

C. The Lessor will provide the Government with existing or
proposed base building finishes and specification so the
Government can coordinate tenant space design. Offeror shall
provide an architectural rendering or digital photographs of
the proposed or existing spaces as follows:

1. Building Exterior.
2. Building Main Lobby.
3. Typical Elevator Lobby.
4. Typical Restroom.
5. Public Corridors.

5.4 WOOD PRODUCTS (SEP 2000)
A. For all new installations of wood products, the Lessor is
encouraged to use independently certified forest products. For
information on certification and certified wood products,
refer to the Forest Stewardship Council United States web site
(www.fscus.org/) or the Certified Forest Products Council web
site (www.certifiedwood.org/).

B. New installations of wood products used under this contract
shall not contain wood from endangered wood species, as listed
by the Convention on International Trade in Endangered
Species. The list of species can be found at the following web
site: www.certifiedwood.org/Resources/CITES/CITESContent.html.

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26 LESSOR GOV'T

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

5.5 ADHESIVES AND SEALANTS (SEP 2000)
All adhesives employed on this project (including, but not limited to,
adhesives for carpet, carpet tile, plastic laminate, wall coverings,
adhesives for wood, or sealants) shall be those with the lowest
possible VOC content below 20 grams per liter and which meet the
requirements of the manufacturer of the products adhered or involved.
The Lessor shall use adhesives and sealants with no formaldehyde or
heavy metals.

5.6 INSULATION: THERMAL, ACOUSTIC, AND HVAC (SEP 2000)
A. All insulation products shall contain recovered materials as
required by EPA's CPG and related recycled content recommendations.

B. No insulation installed with this project shall be material
manufactured using chlorofluorocarbons (CFC's), nor shall CFC's be
used in the installation of the product.

C. All insulation containing fibrous materials exposed to air flow
shall be rated for that exposure or shall be encapsulated.

D. Insulating properties for all materials shall meet or exceed
applicable industry standards. Polystyrene products shall meet
American Society for Testing and Materials (ASTM) C578-91.

5.7 CEILINGS (SEP 2000)(TSA SEP 2002)
A. Floor to Floor Heights
1. General office areas, 8' (in existing construction), bulkheads
that reduce ceiling height below 8' are not acceptable; desired
use of indirect light fixture.

2. Ceiling plenum clear space shall be sufficient for routing of
duct work, sprinkler lines, lights, conduit, etc.

3. Main building entrance floor ceiling height minimum of 9'6".

B. Prior to closing the ceiling, the Lessor shall coordinate with the
Government for the installation of any items above the ceiling.

C. Should the ceiling be installed in the Government-demised area prior
to the Tenant Improvements, then the Lessor shall be responsible for
all costs in regard to the disassembly, storage during alterations,
and subsequent re-assembly of any of the ceiling components which
may be required to complete the Tenant Improvements. The Lessor
shall also bear the risk for any damage to the ceiling or any
components thereof during the alterations.

D. Ceilings shall be a flat plane in each room and shall be suspended
with ample light fixtures and finished as follows unless an
alternate equivalent is pre-approved by the Contracting Officer:

1. Restrooms. Plaster or pointed and taped gypsum board.

2. Offices and Conference Rooms. Mineral and acoustical tile or lay
in panels with textured or patterned surface and regular edges
or an equivalent pre-approved by the Contracting Officer. Tiles
or panels shall contain recycled content.

3. Corridors and Eating/Galley Areas. Plaster or pointed and taped
gypsum board or mineral acoustical tile.

E. All newly installed building tiles must contain recycled
materials.

5.8 WALL COVERINGS (SEP 2000)(TSA SEP 2002)
A. BUILDING SHELL:
1. Physical Requirements.
a. Prior to occupancy, all restrooms within the building
common areas of the Government-occupied floors shall have 1)
ceramic tile in splash areas and 2) vinyl wall covering not
less than 13 ounces per square yard as specified in Federal
Specification (FS) CCC-W-408C on remaining wall areas or an
equivalent pre-approved by the Contracting Officer.

b. Prior to occupancy, all elevator areas which access the
Government-demised area and hallways accessing the
Government-demised area shall be covered with vinyl wall
coverings not less than 22 ounces per square yard as
specified in FS CCC-W-408C or an equivalent pre-approved by
the Contracting Officer.

2. Replacement. All wall covering shall be maintained in "like
new" condition for the life of the lease. Wall covering shall be
replaced or repaired at the Lessor's expense any time during the
Government's occupancy if it is torn, peeling or permanently
stained; the ceramic tile in the restrooms shall be replaced or
repaired if it is loose, chipped, broken, or permanently
discolored. All repair and replacement work shall be done after
working hours.

B. TENANT IMPROVEMENT INFORMATION:

1. In the event the Government chooses to install wall covering as
part of the Tenant Improvement Allowance, the minimum standard
is established as vinyl or polyolefin commercial wall covering
weighting not less than 13 ounces per square yard as specified
in FS CCC-W-408C or equivalent. The finish shall be pre-approved
by the Contracting Officer.

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27 LESSOR GOV'T

2. All wall covering in the Government-demised area shall be
maintained in "like new" condition for the life of the lease.
Repair or replacement of wall covering shall be at the Lessor's
expense and shall include the moving and returning of
furnishings, (except where wall covering has been damaged due to
the negligence of the Government), any time during the occupancy
by the Government if it is lorn, peeling, or permanently
stained. All repair and replacement work shall be done after
working hours.

C. SAMPLES:
1. The Lessor shall provide at least three samples of each type of
wall covering to be installed for selection by the Contracting
Officer.

5.9 PAINTING (SEP 2000)
A. BUILDING SHELL:
1. The Lessor shall bear the expense for all painting associated
with the building shell. These areas shall include all common
areas. Exterior perimeter walls and interior core walls within
the Government-demised area shall be spackled and prime painted
with low VOC primer. If any building shell areas are already
painted prior to Tenant Improvements, then the Lessor shall
repaint, at the Lessor's expense, as necessary during Tenant
Improvements.

2. Public areas shall be painted at least every 3 years.

B. TENANT IMPROVEMENT INFORMATION:
1. Prior to occupancy, all surfaces within the Government-demised
area which are designated by the Government for painting shall
be newly finished in colors acceptable to the Government.

2. Where feasible, reprocessed or consolidated latex paint with
zero or low VOC shall be used in accordance with EPA's CPG on
all painted surfaces. The type of paint shall be acceptable to
the Contracting Officer. The Lessor shall follow the
manufacturer's recommendations for the application and
maintenance of all paint products.

3. Painted surfaces shall be repainted at the Lessor's expense,
including the moving and returning of furnishings, any time
during the occupancy by the Government if it is peeling or
permanently stained, except where damaged due to the negligence
of the Government. All work shall be done after normal working
hours as defined elsewhere in this SFO.

4. If the Government desires cyclical repainting during the term of
the lease, the cost will be borne by the Tenant Agency.

5.10 DOORS: EXTERIOR (SEP 2000)
A. BUILDING SHELL:
1. Exterior doors shall be provided at the Lessor's expense unless
explicitly requested by the Government in addition to those
provided by the Lessor. Exterior doors shall be weather-tight
and shall open outward. Hinges, pivots, and pins shall be
installed in a manner which prevents removal when the door is
closed and locked.

2. These doors shall have a minimum clear opening of 32" wide x 80"
high (per leaf). Doors shall be heavy-duty, flush, 1) hollow
steel construction, 2) solid-core wood, or 3) insulated tempered
glass. As a minimum requirement, hollow steel doors shall be
fully insulated, flush, #16-gauge hollow steel. Solid-core wood
doors and hollow steel doors shall be at least 1-3/4 inches
thick. Door assemblies shall be of durable finish and shall have
an aesthetically-pleasing appearance acceptable to the
Contracting Officer. The opening dimensions and operations shall
conform to the governing building, fire safety, accessibility
for the disabled, and energy codes and/or requirements.

B. Building Entrance and Exterior Doors

1. Weather tight vestibule or revolving door, equalized air
pressure.

2. Commercial grade door and hardware, glazing clear safety glass
that meets security requirements. If building entrance doors are
integral to the design of the wall system, they shall be of
equivalent performance, materials and aesthetics.

3. Weathertight, equipped with automatic door closures, minimum 3'
wide by 7' high, meet accessibility requirements.

4. Hinges, pivots and pins installed to prevent removal when doors
are closed and locked.

5. Service doors steel, weathertight, equipped with automatic door
closures, minimum 3' wide by 7' high, wide peripheral peephole,
meet accessibility requirements.

5.11 DOORS: SUITE ENTRY (SEP 2000)
A. TENANT IMPROVEMENT INFORMATION:
Suite entry doors shall be provided as part of the Tenant
Improvements at the Government's expense and shall have a minimum
clear opening of 32" wide by 84" high (per leaf). Doors shall meet
the requirements of being a flush, solid-core, 1-3/4-inch thick,
wood door with a natural wood veneer face or an equivalent
pre-approved by the Contracting Officer. Hollow core wood doors are
not acceptable. They shall be operable by a single effort and shall
be in accordance with National Building Code requirements. Doors
shall be installed in a metal frame assembly, finished with a
semi-gloss oil based paint finish.

5.12 DOORS: INTERIOR (SEP 2000)
A. TENANT IMPROVEMENT INFORMATION:
Doors within the Government-demised area shall be provided as part
of the Tenant Improvements at the Government's expense and shall
have a minimum clear opening of 32" wide by 84" high. Doors shall
meet the requirements of being a flush, solid-core, wood door with a
natural wood veneer face or an equivalent pre-approved by the
Contracting Officer. Hollow core wood doors are

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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28 LESSOR GOV'T

not acceptable. They shall be operable with a single effort and shall
be in accordance with National Building Code requirements. Doors shall
be installed in a metal frame assembly, primed and finished with a low
VOC semi-gloss oil based paint with no formaldehyde.

5.13 DOORS: HARDWARE (SEP 2000)
A. BUILDING SHELL:
Doors shalt have door handles or door pulls with heavy-weight hinges.
All doors shall have corresponding door stops (wall- or floor-mounted)
and silencers. All public use doors and toilet room doors shall be
equipped with kick plates. Exterior doors and all common area doors
shall have automatic door closers. All building exterior doors shall
have locking devices installed to reasonably deter unauthorized entry.
Properly rated and labeled fire door assemblies shall be installed on
all fire egress doors.

B. TENANT IMPROVEMENT INFORMATION:
Doors shall have door handles or door pulls with heavy-weight hinges.
All doors shall have corresponding door stops (wall- or floor-mounted)
and silencers. All door entrances leading into the Government-demised
area from public corridors and exterior doors shall have automatic
door closers. Doors designated by the Government shall be equipped
with 6pin tumbler cylinder locks, and strike plates. All locks shall
be master keyed. The Government shall be furnished with at least two
master keys for each lock.

5.14 DOORS: IDENTIFICATION (SEP 2000)
A. BUILDING SHELL:
All signage required in common area unrelated to tenant identification
shall be provided and installed at the Lessor's expense.

B. TENANT IMPROVEMENT INFORMATION:
Door identification shall be installed in approved locations adjacent
to office entrances as part of the Tenant Improvement Allowance. The
form of door identification shall be approved by the Contracting
Officer.

C. All signage shall meet ADAAG and UFAS requirements.

5.15 PARTITIONS: GENERAL (SEP 2000)
A. BUILDING SHELL:
Partitions in public areas shall be marble, granite, hardwood,
sheetrock covered with durable vinyl wall covering, or an equivalent
pre-approved by the Contracting Officer.

5.16 PARTITIONS: PERMANENT (SEP 2000)
A. BUILDING SHELL:
Permanent partitions shall extend from the structural floor slab to
the structural ceiling slab. They shall be provided by the Lessor at
the Lessor's expense as necessary to surround the Government-demised
area, stairs, corridors, elevator shafts, toilet rooms, all columns,
and janitor closets. They shall have a flame spread rating of 25 or
less and a smoke development rating of 50 or less (ASTM E-84).
Stairs, elevators, and other floor openings shall be enclosed by
partitions and shall have the fire resistance required by National
Fire Protection Association (NFPA) Standard 101, Life Safety Code.

5.17 PARTITIONS: SUBDIVIDING (SEP 2000)
A. BUILDING SHELL:
Any demolition of existing improvements which is necessary to satisfy
the government's layout shall be done at the Lessor's expense.

B. TENANT IMPROVEMENT INFORMATION:
1. Office subdividing partitions shall comply with applicable
building codes and local requirements and shall be provided at
the expense of the Government. Partitioning shall extend from the
finished floor to the finished ceiling and shall be designed to
provide a sound transmission class (STC) of 37. Partitioning
shall be installed by the Lessor at locations to be determined by
the Government drawings. They shall have a flame spread rating of
25 or less and a smoke development rating of 50 or less (ASTM
E-84).

2. HVAC shall be rebalanced. Sprinkler heads, building speaker
system, fire alarms and lighting shall be repositioned, as
appropriate, after installation of partitions to comply with
national, state and local codes.

3. Partitioning requirements may be met with existing partitions if
they meet the Government's standards and layout requirements.

5.18 FLOOR COVERING AND PERIMETERS (SEP 2000) (TSA SEP 2002)
A. BUILDING SHELL:
1. Exposed interior floors in primary entrances and lobbies shall be
marble, granite, terrazzo, or an equivalent pre-approved by the
Contracting Officer. Exposed interior floors in
secondary entrances, elevator lobbies, and primary interior
corridors shall be high-grade carpet, marble, granite, terrazzo,
durable vinyl composite tile, or an equivalent pre-approved by
the Contracting Officer. Resilient flooring, or an equivalent
pre-approved by the Contracting Officer, shall be used in
telecommunications rooms. Floor perimeters at partitions shall
have wood, rubber, vinyl, marble, carpet base, or an equivalent
pre-approved by the Contracting Officer.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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29 LESSOR GOV'T

2. Terrazzo, unglazed ceramic tile, recycled glass tile, and/or
quarry tile shall be used in all toilet and service areas unless
another covering is pre-approved by the Contracting Officer.

B. CARPET - REPAIR OR REPLACEMENT:
1. Except when damaged by the Government, the Lessor shall repair or
replace carpet at the Lessor's expense at any time during the
lease term when:

a. backing or underlayment is exposed;

b. there are noticeable variations in surface color or texture;
or

c. tears and tripping hazards are present.

2. Repair or replacement shall include the moving and returning of
furnishings. Work shall be performed after normal working hours
as defined elsewhere in this SFO.

C. RESILIENT FLOORING - REPAIR OR REPLACEMENT:
1. Except when damaged by the Government, the Lessor shall repair or
replace resilient flooring at the Lessor expense at any time
during the lease term when:

a. It has curls, upturned edges, or other noticeable variations
in texture.

2. Repair or replacement shall include the moving and returning of
furnishings. Work shall be performed after normal working hours
as defined elsewhere in this SFO.

D. TENANT IMPROVEMENT INFORMATION:
1. Floor covering shall be either carpet or resilient flooring, as
specified in the Government's drawings. Floor perimeters at
partitions shall have wood, rubber, vinyl, carpet base, or an
equivalent pre-approved by the Contracting Officer.

2. The use of existing carpet may be approved by the Contracting
Officer; however, existing carpet shall be repaired, stretched,
and cleaned before occupancy and shall meet the static buildup
requirement for new carpet.

3. If the Government requires restrooms and/or shower rooms in the
Government-demised area, floor covering shall be terrazzo,
unglazed ceramic tile, and/or quarry tile.

E. INSTALLATION:
Floor covering shall be installed in accordance with manufacturing
instructions to lay smoothly and evenly.

F. SAMPLES:
Finishes will be part of the construction documents. When floor
covering is to be newly installed or changed, the Government will
provide the Lessor with carpet sample selected. No substitutes may be
made by the Lessor after sample selection.

5.19 CARPET: BROADLOOM (SEP 2000)
A. Any carpet to be newly installed shall meet the following
specifications:

1. Pile Yarn Content. Pile yarn content shall be staple filament or
continuous filament branded by a fiber producer (e.g., Allied,
DuPont, Monsanto, BASF, Talisman Mills, woolblend), soil-hiding
nylon, or wool nylon blends or polyethylene terephthalate (PET)
resin.

2. Environmental Requirements. The Lessor shall use carpet that
meets the "Green Label" requirements of the Carpet and Rug
Institute unless an exception is granted by the Contracting
Officer.

3. Carpet Pile Construction. Carpet pile construction shall be level
loop, textured loop, level cut pile, or level cut/uncut pile.

4. Pile Weight. Pile weight shall be a minimum of 26 ounces per
square yard for level-loop or textured-loop construction. Pile
weight shall be a minimum weight of 32 ounces per square yard
for level-cut/uncut construction.

5. Secondary Back. The secondary back shall be jute or synthetic
fiber for glue-down installation.

6. Density. The density shall be 100 percent nylon (loop and cut
pile) with a minimum of 4,000; other fibers, including blends and
combinations with a minimum of 4,500.

7. Pile Height. The maximum pile height shall be 1/2 inch (13mm).
Exposed edges of carpet shall be fastened to floor surfaces and
shall have trim along the entire length of the exposed edge.

5.20 CARPET TILE (SEP 2000)
A. Any carpet to be newly installed shall meet the following
specifications:

1. Pile Yarn Content. Pile yarn content shall be staple filament or
continuous filament branded by a fiber producer (e.g., Allied,
DuPont, Monsanto, BASF, soil-hiding nylon or polyethylene
terephthalate (PET) resin.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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30 LESSOR GOV'T

2. Environmental Requirements. The Lessor shall use carpet that
meets the "Green Label" requirements of the Carpet and Rug
Institute unless an exception is granted by the Contracting
Officer.

3. Carpet Pile Construction Carpet pile construction shall be tufted
level loop, level cut pile, or level cut/uncut pile.

4. Pile Weight. Pile weight shall be a minimum of 26 ounces per
square yard for level loop and cut pile. Pile weight shall be a
minimum of 32 ounces per square yard for plush and twist.

5. Secondary Back. The secondary back shall be polyvinyl chloride,
ethylene vinyl acetate, polyurethane, polyethylene, bitumen, or
olefinic hardback reinforced with fiberglass.

6. Total Weight. Total weight shall be a minimum of 130 ounces per
square yard.

7. Density. The density shall be 100 percent nylon (loop and cut
pile) with a minimum of 4,000; other fibers, including blends and
combinations with a minimum of 4,500.

8. Pile Height. The minimum pile height shall be 1/8 inch. The
combined thickness of the pile, cushion, and backing height shall
not exceed 1/2 inch (13 mm).

9. Static Buildup. Static buildup shall be a maximum of 3.5
kilovolt, when tested in accordance with AATCC-134.

10. Carpet Construction. Carpet construction shall be a minimum of 64
tufts per square inch.

5.21 ACOUSTICAL REQUIREMENTS (SEP 2000)
A. BUILDING SHELL:
1. Reverberation Control. Ceilings in carpeted space shall have a
noise reduction coefficient (NRC) of not less than 0.55 in
accordance with ASTM C-423. Ceilings in offices, conference
rooms, and corridors having resilient flooring shall have an NRC
of not less than 0.65.

2. Ambient Noise Control. Ambient noise from mechanical equipment
shall not exceed noise criteria curve (NC) 35 in accordance with
the ASHRAE Handbook of Fundamentals in offices and conference
rooms; NC 40 in corridors, cafeterias, lobbies, and toilets; NC
50 in other spaces.

3. Noise Isolation. Rooms separated from adjacent spaces by
ceiling-high partitions (not including doors) shall not be less
than the following noise isolation class (NIC) standards when
tested in accordance with ASTM E-336:

a. Conference rooms NIC 40
b. Offices NIC 35

4. Testing.
a. The Contracting Officer may require, at no cost to the
Government, test reports by a qualified acoustical
consultant showing that accoustical requirements have been
met.

b. The requirements of this paragraph shall take precedence
over any additional specifications in this SFO if there is a
conflict.

5.22 WINDOW COVERINGS (SEP 2000)
A. BUILDING SHELL:
1. Window Blinds. All exterior windows shall be equipped with window
blinds in new or like new condition, which shall be provided as
part of the Tenant improvement Allowance. The blinds may be
aluminum or plastic vertical blinds or horizontal blinds with
aluminum slats of 1-inch width or less or an equivalent
pre-approved by the Contracting Officer. The window blinds shall
have non-corroding mechanisms and synthetic tapes. Color
selection will be made by the Contracting Officer.

B. TENANT IMPROVEMENT INFORMATION:
1. Draperies. If draperies are required, the following minimum
specifications shall apply:

a. Fabrics shall be lined with either white or off-white plain
lining fabric suited to the drapery fabric weight. Draperies
shall be either floor-, apron-, or sill-length, as specified
by the Government, and shall be wide enough to cover window
and trim. Draperies shall be hung with drapery hooks on
well-anchored heavy duty traverse rods. Traverse rods shall
draw from either the center, right, or left side.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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31 LESSOR GOV'T

b. Construction. Any draperies to be newly installed, shall be
made as follows:

i. fullness of 100 percent, including overlap, side hems,
and necessary returns;
ii. double headings of 4 inches turned over a 4-inch
permanently finished stiffener;
iii. doubled side hems of 1-1/2 inches; 4-inch doubled and
blind stitched bottom hems;
iv. three-fold pinch pleats;
v. safety stitched intermediate seams;
vi. matched patterns;
vii. tacked corners; and
viii. no raw edges or exposed seams.

c. Use of existing draperies must be approved by the
Contracting Officer.

2. Samples. A minimum of three patterns and colors shall be made
available to the Government for selection; shading of sample
fabric shall not vary markedly from that of the final product.

5.23 BUILDING DIRECTORY (SEP 2000)
A. BUILDING SHELL:
1. A tamper-proof directory with lock shall be provided in the
building lobby listing the Government agency(ies). It must be
acceptable to the Contracting Officer.

5.24 FLAG POLE (SEP 2000)
A. BUILDING SHELL:
1. If the Government is the sole occupant of the building, a flag
pole shall be provided at a location to be approved by the
contracting officer. The flag will be provided by the
Government. This requirement may be waived if determined
inappropriate by the Government.

5.25 EXTERNAL SIGNAGE
The Government shall have the right to place exterior signage on the
building facade on any one of the upper four corners of the building or
other approved location, subject to existing signage and local regulation.
Any signage will be the Government's sole cost.

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32 LESSOR GOV'T

6.0 MECHANICAL, ELECTRICAL, PLUMBING

6.1 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (SEP 2000)
A. BUILDING SHELL:
The Lessor shall provide and operate all building equipment
and systems in accordance with applicable technical
publications, manuals, and standard procedures. Mains, lines,
and meters for utilities shall be provided by the Lessor.
Exposed ducts, piping, and conduits are not permitted in
office space.

6.2 ENERGY COST SAVINGS (SEP 2000)
A. The Offeror is encouraged to use 1) Energy Savings Performance
Contracts (ESPC) or 2) utility agreements to achieve,
maintain, and/or exceed the ENERGY STAR Benchmark Score of 75.
The Offeror is encouraged to include shared savings in the
offer as a result of energy upgrades where applicable. The
ENERGY STAR Online Benchmark Tool can be found at the
www.epa.gov/energystar web site.

B. All new construction shall achieve an ENERGY STAR Building
Label within 1 year after reaching 95 percent occupancy and
will continue to retain the ENERGY STAR Building Label if the
level of performance is maintained.

C. The Offeror may obtain a list of energy service companies
qualified under the Energy Policy Act to perform ESPC, as well
as additional information on cost-effective energy efficiency,
renewables, and water conservation. For the ESPC qualified
list, refer to the www.eren.doe.gov/femp web site, or call the
FEMP Help Desk at 1-800-566-2877.

6.3 DRINKING FOUNTAINS (SEP 2000)
A. BUILDING SHELL:
The Lessor shall provide, on each floor of office space, a
minimum of one chilled drinking fountain within every 150
feet, 0 inches of travel distance.

6.4 TOILET ROOMS (SEP 2000)
A. BUILDING SHELL:
1. Separate toilet facilities for men and women shall be
provided on each floor occupied by the Government in
the building. The facilities shall be located so that
employees will not be required to travel more than
200 feet, 0 inches on one floor to reach the toilets.
Each toilet room shall have sufficient water closets
enclosed with modern stall partitions and doors,
urinals (in men's room), and hot (set in accordance
with applicable building codes) and cold water. Water
closets and urinals shall not be visible when the
exterior door is open.

2. Each main toilet room shall contain the following
equipment:

a. a mirror above the lavatory;

b. a toilet paper dispenser in each water
closet stall, that will hold at least two
rolls and allow easy, unrestricted
dispensing;

c. a coat hook on the inside face of the door
to each water closet stall and on several
wall locations by the lavatories;

d. at least one modern paper towel dispenser,
soap dispenser, and waste receptacle for
every two lavatories;

e. a coin-operated sanitary napkin dispenser
in women's toilet rooms with a waste
receptacle for each water closet stall;

f. ceramic tile, recycled glass tile, or
comparable wainscot from the floor to a
minimum height of 4 feet, 6 inches;

g. a disposable toilet seat cover dispenser;
and

h. a counter area of at least 2 feet, 0 inches
in length, exclusive of the lavatories
(however, it may be attached to the
lavatories) with a mirror above and a ground
fault interrupt-type convenience outlet
located adjacent to the counter area.

B. If newly installed, toilet partitions shall be made from
recovered materials as listed in EPA's CPG.

6.5 TOILET ROOMS: FIXTURE SCHEDULE (SEP 2000)(TSA SEP 2002)
A. BUILDING SHELL:

1. The toilet fixtures shall be provided in conformance
to the International Plumbing Code.

2. For new installations:

a. Water closets shall not use more than 1.6
gallons per flush.

b. Urinals shall not use more than 1.0 gallons
per flush.

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33 LESSOR GOV'T

c. Faucets shall not use more than 2.5 gallons
per minute at a flowing water pressure of 80
pounds per square inch.

3. All work under this SFO shall be in compliance with
the International Plumbing Code.

6.6 JANITOR CLOSETS (SEP 2000)
A. BUILDING SHELL:
Janitor closets with service sink, hot and cold water, and
ample storage for cleaning equipment, materials, and supplies
shall be provided on all floors. Each janitor closet door
shall be fitted with an automatic deadlocking latch bolt with
a minimum throw of 1/2 inch.

6.7 HEATING AND AIR CONDITIONING (SEP 2000)
A. BUILDING SHELL:
1. Temperatures shall conform to local commercial
equivalent temperature levels and operating
practices in order to maximize tenant satisfaction.
These temperatures shall be maintained throughout the
leased premises and service areas, regardless of
outside temperatures, during the hours of operation
specified in the lease.

2. During non-working hours, heating temperatures shall
be set no higher than 55' Fahrenheit, and air
conditioning shall not be provided except as
necessary to return space temperatures to a suitable
level for the beginning of working hours. Thermostats
shall be secured from manual operation by key or
locked cage. A key shall be provided to the
Government Field Office Manager.

3. Areas having excessive heat gain or heat loss, or
affected by solar radiation at different times of the
day, shall be independently controlled.

4. Equipment Performance. Temperature control for office
spaces shall be assured by concealed central heating
and air conditioning equipment. The equipment shall
maintain space temperature control over a range of
internal load fluctuations of plus 0.5 W/sq.ft. to
minus 1.5 W/sq.ft. from initial design requirements
of the tenant.

5. HVAC Use During Construction. The permanent HVAC
system may be used to move both supply and return
air during the construction process only if the
following conditions are met:

a. a complete air filtration system with 60
percent efficiency filters is installed and
properly maintained;

b. no permanent diffusers are used;

c. no plenum-type return air system is
employed;

d. the HVAC duct system is adequately sealed
to prevent the spread of airborne
particulate and other contaminants; and

e. following the building "flush-out," all duct
systems are vacuumed with portable
high-efficiency particulate arrestance
(HEPA) vacuums and documented clean in
accordance with National Air Duct Cleaners
Association (NADCA) specifications.

6. Ductwork Re-use and Cleaning. Any ductwork to be
reused and/or to remain in place shall be cleaned,
tested, and demonstrated to be clean in accordance
with the standards set forth by NADCA. The cleaning,
testing, and demonstration shall occur immediately
prior to Government occupancy to avoid contamination
from construction dust and other airborne
particulates.

7. Insulation. All insulation shall contain recovered
materials as required by EPA's CPG and related
recycled content recommendations.

8. The Lessor shall conduct HVAC system balancing after
any HVAC system alterations during the term of the
lease and shall make a reasonable attempt to schedule
major construction outside of office hours. Lessor
shall provide balancing reports to the government for
approval by the Government's mechanical
engineer/technical representatives.

B. TENANT IMPROVEMENT INFORMATION:

1. Zone Control. Individual thermostat control shall be
provided for office space with control areas not to
exceed 800 ANSI/BOMA Office Area square feet. Areas
which routinely have extended hours of operation
shall be environmentally controlled through dedicated
heating and air conditioning equipment. Special
purpose areas (such as photocopy centers, large
conference rooms, computer rooms, etc.) with an
internal cooling load in excess of 5 tons shall be
independently controlled. Concealed package air
conditioning equipment shall be provided to meet
localized spot cooling of tenant special equipment.
Portable space heaters are prohibited from use.

6.8 VENTILATION (SEP 2000)(TSA SEP 2002)

A. BUILDING SHELL: During working hours in periods of heating
and cooling, ventilation shall be provided in accordance with
the latest edition of ANSI/ASHRAE Standard 62, Ventilation for
Acceptable Indoor Air Quality to minimize risk.

B. BUILDING SHELL: Air filtration shall be provided and
maintained with filters having a minimum efficiency rating as
determined by ANSI/ASHRAE Standard 52.2, "Method of Testing
General Ventilation Air Cleaning Devices for Removal
Efficiency by Particle

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34 LESSOR GOV'T

Size. Pre-filters shall be 30 percent efficient. Final filters
shall be 80 percent to 85 percent efficient for particles at 3
microns.

C. BUILDING SHELL: Where the Lessor proposes that the Government
shall pay utilities, the following shall apply:

1. An automatic air or water economizer cycle shall be
provided to all air handling equipment, and

2. The building shall have a fully functional building
automation system capable of control, regulation, and
monitoring of all environmental conditioning
equipment. The building automation system shall be
fully supported by a service and maintenance
contract.

4. TENANT IMPROVEMENT INFORMATION: Conference rooms of
300 ANSI/BOMA rentable square feet or greater shall
be provided with dedicated source of ventilation or
be fitted with air handling equipment with smoke/odor
removing filters.

6.9 VENTILATION: TOILET ROOMS (DEC 1993)
BUILDING SHELL: Toilet rooms shall be properly exhausted, with a
minimum of 10 air changes per hour.

6.10 ELECTRICAL: GENERAL (SEP 2000)
BUILDING SHELL: The Lessor shall be responsible for meeting the
applicable requirements of local codes and ordinances. When codes
conflict, the more stringent standard shall apply. Main service
facilities shall be enclosed. The enclosure may not be used for storage
or other purposes and shall have door(s) fitted with an automatic
deadlocking latch bolt with a minimum throw of 1/2 inch. Distribution
panels shall be circuit breaker type with 10 percent spare power load
and circuits.

6.11 ELECTRICAL: DISTRIBUTION (SEP 2000)
A. BUILDING SHELL:
1. Main power distribution switchboards and
distribution and lighting panel boards shall be
circuit breaker type with copper buses that are
properly rated to provide the calculated fault
circuits. All power distribution panel boards shall
be supplied with separate equipment ground buses. All
power distribution equipment shall be required to
handle the actual specified and projected loads plus
10 percent spare load capacity. Distribution panels
are required to accommodate circuit breakers for the
actual calculated needs plus 10 percent spare
circuits that will be equivalent to the majority of
other circuit breakers in the panel system. All
floors shall have 120/208 V, 3-phase, 4-wire with
bond, 60-hertz electric service available.

2. Main distribution for standard office occupancy
shall be provided at the Lessor's expense. In no
event shall such power distribution (not including
lighting and HVAC) for the Government-demised area
fall below seven(7) W per ANSI/BOMA rentable square
foot.

3. Convenience outlets shall be installed in accordance
with NFPA Standard 70, National Electrical Code, or
local code, whichever is more stringent.

B. Provide and install
1. All lighting normal and emergency supply systems in
all lobbies, electrical rooms and other base building
spaces.
2. Wire distributions system (i.e. access floor,
ladder-type cable raceways, cellular floor duct etc.)
capable of supporting the telecommunication, data,
video, security, life safety, and building automation
system requirements.
3. Power distribution from utility sources to all
distributed electrical rooms; electrical distribution
shall be 480/277 V.
4. 480/277 V and 120/208 V normal power, emergency power
and standby power systems with capacity to support
the Fit-Out power and lighting loads in all
occupiable spaces, terminated in branch panelboards.
5. All electrical equipment shall have minimum of
22-year life expectancy.

C. Provisions
1. Space within building for housing batteries and UPS
and additional standby generator power, equipment to
be obtained through Tenant Improvement Allowance.
2. Empty conduits from UPS location to computer room.

D. TENANT IMPROVEMENT INFORMATION
1. All electrical outlets shall be installed by the
Lessor in accordance with the construction drawings.
All electrical outlets shall be installed in
accordance with NFPA Standard 70, or local code,
whichever is more stringent.

2. All tenant outlets shall be marked and coded for ease
of wire tracing; outlets shall be circuited
separately from lighting. All floor outlets shall be
flush with the plane of the finished floor.

3. The Lessor shall ensure that outlets and associated
wiring (for electricity) to the workstation(s) shall
be safely concealed in partitions, ceiling plenums,
in recessed floor ducts, under raised flooring, or by
use of a method acceptable to the Contracting
Officer. In any case, cable on the floor surface
shall be minimized.

6.12 ELECTRICAL: ADDITIONAL DISTRIBUTION SPECIFICATIONS If the Offeror
proposes that building maintenance will be the responsibility of the
Government, the Lessor shall provide duplex utility outlets in toilets,
corridors, and dispensing areas for maintenance purposes at no cost to
the Government. Fuses and circuit breakers shall be plainly marked or
labeled to identify circuits or equipment supplied through them.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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35 LESSOR GOV'T

6.13 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SEP 2000)(TSA SEP 2002)
A. BUILDING SHELL:
1. Sufficient space shall be provided on the floor(s) where the
Government occupies space for the purposes of terminating
telecommunications service into the building. The building's
telecommunications closets located on all floors shall be
vertically-stacked. Telecommunications switchrooms, wire
closets, and related spaces shall be enclosed. The enclosure
shall not be used for storage or other purposes and shall have
door(s) fitted with an automatic door-closer and deadlocking
latch bolt with a minimum throw of 1/2 inch.

2. Telecommunications switchrooms, wire closets, and related spaces
shall meet applicable Telecommunications Industry Association
(TIA) and Electronic Industries Alliance (EIA) standards. These
standards include the following:

a. TIA/EIA-568, Commercial Building Telecommunications Cabling
Standard,

b. TIA/EIA-569, Commercial Building Standard for
Telecommunications Pathways and Spaces,

c. TIA/EIA-570, Residential and Light Commercial
Telecommunications Wiring Standard, and

d. TIA/EIA-571, Commercial Building Grounding and Bonding
Requirements for Telecommunications Standard.

3. Telecommunications switchrooms, wire closets, and related spaces
shall meet applicable NFPA standards. Bonding and grounding
shall be in accordance with NFPA Standard 70, National Electrical
Code, and other applicable NFPA standards and/or local code
requirements.

B. TENANT IMPROVEMENT INFORMATION:
Telecommunications floor or wall outlets shall be provided as
required. The Lessor shall ensure that all outlets and associated
wiring, copper, coaxial cable, optical fiber, or other transmission
medium used to transmit telecommunications (voice, data, video,
Internet, or other emerging technologies) service to the workstation
shall be safely concealed under raised floors, in floor ducts, walls,
columns, or molding. All outlets/junction boxes shall be provided
with rings and pull strings to facilitate the installation of cable.
Some transmission medium may require special conduit, inner duct, or
shielding as specified by the Government.

6.14 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (SEP 2000)
A. BUILDING SHELL:
1. The Government reserves the right to contract its own
telecommunications (voice, data, video, Internet or other
emerging technologies) service in the space to be leased. The
Government may contract with one or more parties to have inside
wiring (or other transmission medium) and telecommunications
equipment installed.

2. The Lessor shall allow the Government's designated
telecommunications providers access to utilize existing building
wiring to connect its services to the Government's space. If the
existing building wiring is insufficient to handle the
transmission requirements of the Government's designated
telecommunications providers, the Lessor shall provide access
from the point of entry into the building to the Government's
floor space, subject to any inherent limitations in the pathway
involved.

3. The Lessor shall allow the Government's designated
telecommunications providers to affix telecommunications antennae
(high frequency, mobile, microwave, satellite, or other emerging
technologies), subject to weight and wind load conditions, to
roof, parapet, or building envelope as required. Access from the
antenna(e) to the leased space shall be provided.

4. The Lessor shall allow Government's designated telecommunications
providers to affix antennae and transmission devices throughout
its leased space and in appropriate common areas frequented by
the Government's employees so as to allow the use of wireless
telephones and communications devices necessary to conduct
business.

B. TENANT IMPROVEMENT INFORMATION:
Should the Government's security requirements require sealed conduit
to house the telecommunications transmission medium, the Lessor shall
provide such conduit at the expense of the Government.

6.15 DATA REQUIREMENTS (SEP 2000)(TSA SEP 2002)
A. TENANT IMPROVEMENT INFORMATION:
The Government shall at its expense be responsible for purchasing and
installing data cable. However, the Government reserves the right to
include the purchasing and installing of data cable in Lessor's
construction package. The Lessor shall ensure that data outlets and
associated wiring used to transmit data to workstations shall be
safely concealed in floor ducts, walls, columns, or below access
flooring. The Lessor shall provide outlets, which shall include rings
and pull strings to facilitate the installation of the data cable.
When cable consists of multiple runs, the Lessor shall provide
ladder-type cable trays to insure that Government-provided cable does
not come into contact with suspended ceilings. Cable trays shall form
a loop around the perimeter of the Government-demised area such that
they are within a 30-foot, 0-inch horizontal distance of any single
drop.

B. TSA utilizes permanent and temporary installations of network
technology throughout its information technology infrastructure. The
installation of a sound cable plant is essential for the successful
operation and interoperability of these networks.

C. Cable Installation
1. Unless otherwise noted, cabling installed shall conform to the
following:
a. TIA/EIA-568B building wiring standard for the RJ-45 work
station interfaces and data cabling.
b. International Standards Organization (ISO) Standard 11801
for Category 5E cables.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
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36 LESSOR GOV'T

c. All Category 5E cabling installed for this contract
must achieve 10 dB ACR at 200 MHz.
d. All Category 5E cabling installed under this contract
shall conform to EIA/TIA TSB67 cable testing criteria.
e. Category 5E (CAT5E) cable - The contractor shall use
24 AWG, 4 pair Category 5E cable with color jacks as
specified by the agency.
f. Duplex jacks shall have pull strings installed at
each location noted on the floor plan, color coded
with white or ivory faceplates.

D. Labeling:
1. Each cable installed will have a unique label.
2. The contractor will use the room number as the unique
label for each cable. In the event that a room has
more than one cable terminating in it, the contractor
shall label all cables according to building and
closet room #, followed by numerical jack # and a
notation of voice or data jack (e.g. JDOE-12234-01V
would mean John Doe building, closet 234 on floor 12,
voice jack #0).
3. The contractor will only use machine-generated labels.
The Government will NOT accept handwritten labels on
any portion of this contract.

E. Patch Panels:
1. The front of each patch panel will be machine labeled
indicating each cable installed on the patch panel.

F. Wall Plates:
1. Each wall plate will be labeled indicating all cables
terminated at that location.
2. The labels used for wall plates shall consist of
black lettering with a white or clear background.

G. Cable Installation qualities (These are preliminary
estimates.):
1. Install 300 pairs of telephone tie cable between the
nearest outside wire closet and main CER through
conduit.
2. Install 25 pair telephone tie cable between the CER
and the conference room.
3. Install 200 pair telephone tie cable between the
outside wire closet and the computer room through
conduit.
4. Install 50 pair telephone tie cable between the
outside wire closet and each CER through.

H. Cables:
1. All cables will be fitted with machine-generated
labels at each end of the event that a cable is pulled
away from a patch panel or wall plate.
2. The label installed at the patch panel end shall be
within one inch of termination and should reflect the
unique cable identifier.
3. The label installed on the cable at the remote end
will be within 4 inches of termination.

I. Conduit:
1. One (1) each, 4-inch EMT conduit between the main CER
and the nearest outside wire closet with caps on both
ends.
2. Two (2) each, 3 inch EMT conduits between the outside
wire closet and the computer room.
3. Two (2) each, 3 inch EMT conduits within TSA
controlled space (locations to be determined) stubbed
out 6 inches above the ceiling to outside wire closet.
4. Conduits from the 1/2 "EMT voice/data outlets to 6"
stub up above the ceiling.

J. Communications Closet (CER)
1. Provide CER for vertical and horizontal wire
distribution system capable of supporting telecomm.,
data, and video network. provide one CER for every
25,000 sf of space, wiring runs do not exceed 295"
from the farthest connection, no more than 500' of
separation between CERs, each CER shall be at least
10'x15', free of building columns.
2. Equipment such as piping ductwork, custodial services
and distribution of building power must not be located
in or pass through the CER.
3. Vertically stacked CERs shall have eight 4"
non-corrosive steel sleeves for vertical risers,
multiple CERs located on the same floor shall be
Interconnected with a minimum of one 3" conduit, all
conduits shall have pull boxes installed every 100'.
4. Provide two dedicated 120V/20 amp designated ground
circuit service quadraplex receptacle on emergency
generator, and one telecommunications grounding
busbar.
5. Provide a minimum of 50 fc lighting measured at 3'
AFF.
6. Provide dedicated 24 hour/7 days a week cooling for
CER.

K. Patch panels:
1. All patch panels shall have 48 ports.
2. Homaco MJPC5-35TB or equivalent.
3. The use of any patch panels other than the one listed
must be approved in advance by the COTR or designated
program manager of TSA.

L. Wire Management Panels:
1. Wire management panels shall separate all patch panels
associated with this installation.
2. HFM-19-2 or equivalent for separating patch panels.
3. The top wire management panel in each relay rack
shall be Homaco HFM-19-1SRC or equivalent.
4. The use of any wire management panels other than the
ones listed must be approved in advance by the COTR or
designated program manager of TSA.

M. Horizontal pathway systems.
1. Provisions must be made to accommodate future tenant
build-out of horizontal pathway distribution system,
installed above the finished ceiling in tenant areas
and corridors, Lessor to provide sufficient space to
accommodate the installation of cable trays above
suspended ceilings without impacted duct placements or
ceiling heights.

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37 LESSOR GOV'T

N. Cable Jacks:
1. All cables shall be terminated on "keystone style" RJ45 jacks,
and be mounted in faceplates.
2. All jacks associated with this installation shall be wired to the
T568B wiring standard.

O. Faceplates:
1. All cables shall be mounted in faceplates, and all faceplates
shall be attached to the wall in a secure manner.
2. All faceplates shall be almond or white in color, and clearly
labeled.

P. Racks:
1. Aluminum relay racks must be installed to the following
specifications.
a. Homaco 19-84-T2SD*B or equivalent.
b. The use of any relay racks other than the one listed must be
approved in advance by the COTR or designated program
manager.
c. Each rack will be secured to the floor and to the ceiling to
ensure stability.
d. The floor mounting of the racks shall utilize a minimum of
1/2 all thread.
e. If cables are run into the rack from the ceiling, the
contractor shall install two 4" conduits above the main
rack.
f. All cables terminated on this rack shall run through the 4"
"stub outs."
g. The contractor shall be responsible for grounding each rack
to a building ground.
h. If multiple racks are installed, all racks will be secured
to each other.
i. The contractor will install all racks with a minimum of
three-foot clearance for the front and back of each relay
rack.

Q. Ladder Rack:
1. The contractor shall install ladder rack to interconnect the
relay rack(s), and to connect the relay rack to the wall for easy
extension of cables and circuits.

R. Installation Schedule:
1. The contractor shall complete the work within the time frame per
each phase from contract award to complete the physical
installation and testing of the cable plant.

S. Cable:
1. Category 5E -- The contractor shall furnish and install all
materials needed. Quantity of Category 5E rated cables to be
determined.
2. All cables installed shall originate in the communications
closet.

T. Multi-Mode Fiber:
1. The contractor shall install a two (2) 12-strand SC-SC multi-mode
fiber pull from CER to the Data Center running on diverse paths.
2. For distances over 500' use single mode fiber (not multimode).

U. Test Results:
1. The contractor will test all cables and certify that all cables
installed will pass data as outlined in the EIA/TIA TSB67 cable
testing criteria.
2. Immediately after contract award, the contractor will submit a
draft test plan that outlines how all cable test results will be
presented to TSA.
3. The COTR or designated program manager must approve the test
plan.
4. The final test results report shall be presented to TSA no later
than 30 days after the installation of all cables.

V. Documentation:
1. The contractor shall prepare as-built documentation of this cable
plant.
2. The contractor shall submit a draft Cable Documentation Plan to
the COTR or designated program manager before starting work.
3. The final test results from this installation shall be presented
to TSA in an electronic spreadsheet using current version or
Microsoft Office Excel.
4. This spreadsheet shall define the cable number, room number,
length of each run, and test results for each cable.
5. The contractor will generate and supply four copies of CADD
drawings of the floor plans (24" x 36 for this office and supply
three copies of elevation drawings of each CER installed by the
contractor.
6. The CADD drawings shall include the placement of all walls,
doorways, and include the location and unique identifier of each
cable.
a. The contractor shall mount one laminated 24"x 36" copy of
the CADD drawings in the CER.
b. The CADD drawings will also be supplied to TSA in electronic
and hardcopy format and must be compatible with Auto Desk
AutoCAD. Provide two (2) electronic and two (2) hard copies.

W. Confidentiality of Information:
1. The information to be developed in this delivery order is of
sensitive nature.
2. The contractor shall limit knowledge of and participation in this
delivery order tasking and its work product, to those personnel
directly involved in its performance, and only then subject to
the approval of the COTR.
a. Contractor personnel may not disseminate or publish
information related to the installation covered under this
contract or any information contained in Government
furnished documents without prior written approval of the
Contracting Officer.
b. In addition, the contractor will not issue, or permit others
to issue, publicity concerning the project in any form or at
any time, unless the Contracting Officer approves such
publicity in writing.

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38 LESSOR GOV'T

c. During the performance of this contract and thereafter, the
contractor will not reveal any of the operating methods or
systems; the contents of files; or the names of persons,
films, or places related to the contract or studies under
it, unless the Contracting Officer approves the disclosure
in writing.
d. As a precondition for employment related to this contract,
each contractor and subcontractor employee must execute a
nondisclosure agreement with the contractor stating in part
that the employee will:

i. Not reveal, divulge or publicize any matters dealt with
under this contract;
ii. Not disseminate any oral or written information
obtained as a result of the execution of this contract
or performance of the work hereunder;
iii. Not remove any document from the place of performance
except as approved by the Contracting Officer;
iv. Abide by the rules and regulations outlined in Part 45,
Title 28, Code of Federal Regulation.
v. The contractor then will provide the Contracting
Officer with the original copy of this form signed by
the employee at least five (5) working days before the
beginning of that employee's participation of the
project.

3. The contractor agrees that on termination of the delivery order,
whether with or without cause, the contractor has no property or
possessor right to any of the correspondence, equipment, files,
or materials of whatever kind or description, or any copies or
duplicates of such, whether developed or prepared by the
contractor or furnished to the contractor by the Government in
connection with the performance of this contract; and that on
demand, the contractor will surrender immediately to the
Contracting Officer or the Contracting Officer's Technical
Representative such items, matters, materials, and copies.

X. Loudspeaker Paging:
1. Install on the spot volume control ceiling mounted loudspeakers,
with 50-ohm potentiometer, 10 oz (HV series) magnet dual
voltage 25/70 transformer, at locations to be determined. Wire
speakers back to the communications closet and terminated on 66
type blocks in a location to be determined by TSA personnel.

2. Speakers shall be placed in corridors at 25 feet on center and
various other locations to be determined later in space design.

6.16 ELECTRICAL, TELEPHONE, DATA FOR SYSTEMS FURNITURE (SEP 2000)
A. TENANT IMPROVEMENT INFORMATION:

1. The Lessor shall provide as part of the Tenant Improvement
Allowance separate data, telephone, and electric junction boxes
for the base feed connections to Government-provided modular or
systems furniture, when such feeds are supplied via wall outlets
or floor penetrations. When overhead feeds are used, junction
boxes shall be installed for electrical connections. Raceways
shall be provided throughout the furniture panels to distribute
the electrical, telephone, and data cable. The Lessor shall
provide all electrical service wiring and connections to the
furniture at designated junction points. Each electrical junction
shall contain an 8-wire feed consisting of 3 general-purpose
120-V circuits with 1 neutral and 1 ground wire, and a 120-V
isolated-ground circuit with 1 neutral and 1 isolated-ground
wire. A 20-ampere circuit shall have no more than eight (8)
general-purpose receptacles or four (4) designated-ground
"computer" receptacles. The isolated and surge protected ground
"computer" circuits shall be installed in accordance with the
September 21, 1983 edition of Federal information Pressure
Standards, published 1994.

2. The Government shall at its expense be responsible for purchasing
data and telecommunications cable. Said cable shall be installed
and connected to systems furniture by the Lessor/contractor with
the assistance and/or advice of the Government or computer
vendor. The Lessor shall provide wall-mounted data and telephone
junction boxes, which shall include rings and pull strings to
facilitate the installation of the data and telecommunications
cable. When cable consists of multiple runs, the Lessor shall
provide ladder-type cable trays to insure that
Government-provided cable does not come into contact with
suspended ceilings. Cable trays shall form a loop around the
perimeter of the Government-demised area such that they are
within a 30-foot, 0-inch horizontal distance of any single drop.
Said cable trays shall provide access to both telecommunications
data closets and telephone closets.

3. The Lessor shall furnish and install suitably sized junction
boxes in the vicinity of the "feeding points" of the furniture
panels. All "feeding points" shall be shown on the
Government-approved design intent drawings. The Lessor shall
temporarily cap off the wiring in the junction boxes until
the furniture is installed. The Lessor shall make all connections
in the power panel and shall keep the circuit breakers off. The
Lessor shall identify each circuit with the breaker number and
shall identify the computer hardware to be connected to it. The
Lessor shall identify each breaker at the panel and identify the
devices that it serves.

4. The Lessor's electrical contractor connecting power poles or base
feeds in the junction boxes to the furniture electrical system
and testing all pre-wired receptacles in the systems furniture.
It also involves other Government contractors who will be
installing the data cable in the furniture panels for the
terminal and printer locations, installing the connectors on the
terminal/printer ends of the cable, and continuity testing each
cable. All work shall be coordinated and performed in conjunction
with the furniture, telephone, and data cable installers. Much of
this work may occur over a weekend on a schedule that requires
flexibility and on-call visits.

6.17 ADDITIONAL ELECTRICAL CONTROLS
If the Offeror proposes that the Government pay separately for
electricity, no more than 500 square feet of office may be controlled by
one switch or automatic light control for all space on the Government
meter, either through a building automation system, time clock, occupant
sensor, or other comparable system acceptable to the Contracting Officer.

6.18 ELEVATORS (SEP 2000)(TSA SEP 2002)
A. BUILDING SHELL:
1. The Lessor shall provide suitable passenger and freight elevator
service to any Government-demised area not having ground level
access. Service shall be available during the hours specified in
the Section 7.2, "Normal Hours" paragraph in the SERVICES,
UTILITIES, MAINTENANCE section of this SFO. However, one
passenger and one freight elevator shall be available

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39 LESSOR GOV'T

at all times for the Government use. The freight elevator shall be
accessible to the loading areas. When possible, the Government shall be
given 24-hour advance notice if the service is to be interrupted for
more than 1-1/2 hours. Normal service interruption shall be scheduled
outside of the Government's normal working hours. The Lessor shall also
use best efforts to minimize the frequency and duration of unscheduled
interruptions.

2. CODE:
Elevators shall conform to the current edition of the American Society
of Mechanical Engineers ANSI/(ASME) A17.1, Safety Code for Elevators
and Escalators, except that elevator cabs are not required to have a
visual or audible signal to notify passengers during automatic recall.
Elevator lobby smoke detectors shall not activate the building fire
alarm system but shall signal the fire department or central station
services and capture the elevators. The elevator shall be inspected and
maintained in accordance with the current edition of the ANSI/ASME
A17.2, Inspector's Manual for Elevators. All elevators shall meet both
the ADAAG and the UFAS requirements.

3. SAFETY SYSTEMS:
Elevators shall be equipped with telephones or other two-way emergency
signaling systems. The system used shall be marked and shall reach an
emergency communication location staffed during normal operating hours
when the elevators are in service. When Government occupancy is three
(3) or more floors above grade, automatic elevator emergency recall is
required.

4. INTERIOR FINISHES:
Elevator cab walls shall be hardwood, marble, granite, or an equivalent
pre-approved by the Contracting Officer. Elevator cab floors shall be
marble, granite, terrazzo, or an equivalent pre-approved by the
Contracting Officer.

4. GENERAL REQUIREMENTS - VERTICAL TRANSPORTATION

a. Passenger and freight elevator service to all
premises not having ground level access, 24 hours per day, 365
days per year. Elevators must have solid-state controls and be
programmable to control access to any floor at all hours of
available service. Each cab must have a TSA approved access
control device installed and integrated with the controls.
b. Passenger elevators to meet all ADAAG/UFAS
requirements.
c. Passenger and service elevators equipped with
telephone or other two-way voice emergency signalling system,
provide both a visual and audible means of communication.
d. Conform to the current editions of ANSI A17.1.
e. Use of wheelchair platform lifts is not allowed
except where necessary to provide access to rooftop spaces.

6.19 LIGHTING: INTERIOR AND PARKING (SEP 2000)
A. BUILDING SHELL:

1. The Lessor shall provide interior lighting, as part
of the building shell cost, in accordance with the following:

a. The Lessor shall provide deep-cell parabolic
louver 2' x 2' or 2' x 4' (or building
standard that meets or exceeds this
standard) fluorescent lighting fixtures with
energy-efficient lamps (18 or better) and
electronic ballasts for standard interior
lighting. Such fixtures shall produce 50
average maintained foot-candles at working
surface height throughout workspaces, 20
foot-candles in corridors, and 10
foot-candles in other non-working areas.

b. Exterior parking areas, vehicle driveways,
pedestrian walkways, and building perimeter
shall have a minimum of 1 foot-candle of
illumination and shall be designed based on
Illuminating Engineering Society of North
America (IESNA) standards. Exterior
lighting and indoor parking shall be
sufficient to accommodate security
monitoring (i.e., closed circuit television
camera). Parking shall have a minimum of 10
foot-candles and shall be designed based on
IESNA standards.

c. The Lessor shall provide occupancy sensors
and/or scheduling controls through the
building automation system to reduce the
hours that the lights are on when the space
is unoccupied. Daylight dimming controls
shall be used in atriums or other space
where daylight can contribute to energy
savings.

d. Lighting shall be controlled by occupancy
sensors arranged to control open areas,
individual offices, conference rooms, toilet
rooms within the Government-demised area,
and all other programmed spaces or rooms
within the leased space. The control system
shall provide an optimal mix of infrared and
ultrasonic sensors suitable for the
configuration and type of space. Occupancy
sensors shall be located so that they have a
clear view of the room or area they are
monitoring. No more than 1,000 ANSI/BOMA
Office Area square feet of open space shall
be controlled by occupancy sensor. All
occupancy sensors shall have manual switches
to override the light control. Such switches
shall be located by door openings in
accordance with both the ADAAG and the UFAS.
If light switches are to be used instead of
occupancy sensors or in combination with
occupancy sensors, the Offeror shall notify
the Government during the negotiation
process.

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6.20 EMERGENCY POWER (TSA SEP 2002)

A. BUILDING SHELL:
1. Provide a space for a diesel electric generator with fuel
capacity capable of providing power for a duration of 72 hours or a
gas fired electrical generator connected to a main gas line, and
providing full rated output from cold start in a maximum time of 20
seconds, 2 automatic transfer switches (ATS) for each generator, ATS
units to include by-pass isolation switches.

B. TENANT IMPROVEMENT INFORMATION:
1. Provide an uninterruptible power source (UPS) and standby power
distribution system to service tenant standby power requirements. It
is estimated that tenant will require about a 25% requirement for
building lighting, tenant electrical, and HVAC.

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41 LESSOR GOV'T

7.0 SERVICES, UTILITIES, MAINTENANCE

7.1 SERVICES, UTILITIES, MAINTENANCE: GENERAL (NCR VARIATION (AUG 2002))
A. The Lessor as part of the rental consideration shall provide
services, utilities, and maintenance. The Lessor must have a
building superintendent or a locally designated representative
available to promptly correct deficiencies during normal
hours.

B. At the Government's expense, the Lessor shall be responsible
for preventive maintenance and repair of all special,
Government specified, new or existing Government owned
mechanical, electrical, and plumbing equipment (excluding
computers, telephone systems, and other communication
equipment) installed by the Lessor and as identified by the
Government. The cost of the maintenance will be negotiated as
an increase in base rent by adjusting the base operating
expense and service and utility rate per square foot, either
before or after award of the lease, once the scope of work has
been identified. An adjustment to the option term base
operating expenses and service and utility rate per square
foot shall also be negotiated.

C. The Lessor must have a building manager and staff onsite or
within three (3) blocks.

7.2 NORMAL HOURS
Services, utilities, and maintenance shall be provided daily, extending
6:00 a.m. to 7:00 p.m. except Saturdays, Sundays, and Federal holidays.

7.3 OVERTIME USAGE (SEP 2000)
A. The Government shall have access to the leased space at all
times without additional payment, including the use, during
other than normal hours, of necessary services and utilities
such as elevators, toilets, lights, and electrical power.

B. If heating or cooling is required on an overtime basis, such
services will be ordered orally or in writing by the
Contracting Officer or the Government Buildings Manager. When
ordered, services shall be provided at direct cost to the
Lessor.

C. When the cost of service is $2,000 or less, the service may
be ordered orally. An invoice shall be submitted to the
official placing the order for certification and payment.
Orders for services costing more than $2,000 shall be placed
using GSA Form 300, Order for Supplies or Services. The two
clauses from GSA Form 3517, General Clauses, 552.232-75,
Prompt Payment, and 552.232-70, Invoice Requirements
(Variation), apply to all orders for overtime services.

D. All orders are subject to the terms and conditions of this
lease. In the event of a conflict between an order and this
lease, the lease shall control.

7.4 UTILITIES
The Lessor shall ensure that utilities necessary for operation are
provided and that all associated costs are included as a part of the
established rental rate.

7.5 UTILITIES: SEPARATE FROM RENTAL (SEP 2000)(TSA OCT 2002)
A. The Offeror shall specify which utilities, if any, are
excluded from the rental consideration. If any such utilities
are excluded, the Offeror shall obtain a statement from a
registered professional engineer stating that all HVAC,
plumbing, and other energy-intensive building systems can
operate under the control conditions stated in this SFO. The
statement shall also identify all building systems which do
not conform to the system performance values, including the
"recommended" or "suggested" values of ANSI/ASHRAE Standard
90.1, Energy Efficient Design of New Buildings Except
Low-Rise Residential Buildings, or more restrictive
state/local codes.

B. The Lessor shall provide separate meters for utilities to be
paid for by the Government. The Lessor shall furnish in
writing to the Contracting Officer, prior to occupancy by the
Government, a record of the meter numbers and verification
that the meters measure Government usage only. Proration is
not permissible. In addition, an automatic control system
shall be provided to assure compliance with heating and air
conditioning requirements. Refer to the MECHANICAL,
ELECTRICAL, PLUMBING section of this SFO.

C. The Government shall have the option to request a rental
rate net of electric.

7.6 BUILDING OPERATING PLAN
The Offeror shall submit a building operating plan with the offer.
Such plan shall include a schedule of startup and shutdown times for
operation of each building system, such as lighting, HVAC, and
plumbing which is necessary for the operation of the building. Such
plan shall be in operation on the effective date of the lease.

7.7 JANITORIAL SERVICES (SEP 2000)
A. Cleaning shall be performed after tenant working hours unless
daytime cleaning is specified as a special requirement
elsewhere in this SFO. It is estimated that 25% of the
premises will require daytime cleaning. The rental rate shall
include daytime cleaning of 25% of the premises.

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LESSOR GOV'T

B. SELECTION OF CLEANING PRODUCTS:
The Lessor shall make careful selection of janitorial cleaning
products and equipment to:

1. use products that are packaged ecologically;

2. use products and equipment considered environmentally beneficial
and/or recycled products that are phosphate-free, non-corrosive,
non-flammable, and fully biodegradable; and

3. minimize the use of harsh chemicals and the release of irritating
fumes.

4. Examples of acceptable products may be found at
http://pub.fss.gsa.gov/environ/clean-prod-catalog.html.

C. SELECTION OF PAPER PRODUCTS:
The Lessor shall select paper and paper products (i.e., bathroom
tissue and paper towels) with recycled content conforming to EPA's CPG.

D. The Lessor shall maintain the leased premises, including outside
areas, in a clean condition and shall provide supplies and equipment.
The following schedule describes the level of services intended.
Performance will be based on the Contracting Officer's evaluation of
results, not the frequency or method of performance.

1. Daily. Empty trash receptacles, and clean ashtrays. Sweep
entrances, lobbies, and corridors. Spot sweep floors, and spot
vacuum carpets. Clean drinking fountains. Sweep and damp mop or
scrub toilet rooms. Clean all toilet fixtures, and replenish
toilet supplies. Dispose of all trash and garbage generated in or
about the building. Wash inside and out or steam clean cans used
for collection of food remnants from snack bars and vending
machines. Dust horizontal surfaces that are readily available and
visibly require dusting. Spray buff resilient floors in main
corridors, entrances, and lobbies. Clean elevators and escalators.
Remove carpet stains. Police sidewalks, parking areas, and
driveways. Sweep loading dock areas and platforms. Clean glass
entry doors to the Government-demised area.

2. Three Times a Week. Sweep or vacuum stairs.

3. Weekly. Damp mop and spray buff all resilient floors in toilets
and health units. Sweep sidewalks, parking areas, and driveways
(weather permitting).

4. Every Two Weeks. Spray buff resilient floors in secondary
corridors, entrance, and lobbies. Damp mop and spray buff hard and
resilient floors in office space.

5. Monthly. Thoroughly dust furniture. Completely sweep and/or vacuum
carpets. Sweep storage space. Spot clean all wall surfaces within
70 inches of the floor.

6. Every Two Months. Damp wipe toilet wastepaper receptacles, stall
partitions, doors, window sills, and frames. Shampoo entrance and
elevator carpets.

7. Three Times a Year. Dust wall surfaces within 70 inches of the
floor, vertical surfaces and under surfaces. Clean metal and
marble surfaces in lobbies. Wet mop or scrub garages.

8. Twice a Year. Wash all interior and exterior windows and other
glass surfaces. Strip and apply four coats of finish to resilient
floors in toilets. Strip and refinish main corridors and other
heavy traffic areas.

9. Annually. Wash all venetian blinds, and dust 6 months from
washing. Vacuum or dust all surfaces in the building of 70 inches
from the floor, including light fixtures. Vacuum all draperies in
place. Strip and refinish floors in offices and secondary lobbies
and corridors. Shampoo carpets in corridors and lobbies. Clean
balconies, ledges, courts, areaways, and flat roofs.

10. Every Two Years. Shampoo carpets in all offices and other
non-public areas.

11. Every Five Years. Dry-clean or wash (as appropriate) all draperies.

12. As Required. Properly maintain plants and lawns. Remove snow and
ice from entrances, exterior walks, and parking lots of the
building. Provide initial supply, installation, and replacement of
light bulbs, tubes, ballasts, and starters. Replace worn floor
coverings (this includes the moving and returning of furnishings).
Control pests as appropriate, using integrated Pest Management
techniques.

7.8 SCHEDULE OF PERIODIC SERVICES
Within 60 days after occupancy by the Government, the Lessor shall provide
the Contracting Officer with a detailed written schedule of all periodic
services and maintenance to be performed other than daily, weekly, or
monthly.

7.9 LANDSCAPE MAINTENANCE
Performance will be based on the Contracting Officer's evaluation of
results and not the frequency or the method of performance. Landscape
maintenance shall be performed during the growing season on a weekly
cycle and shall consist of watering, mowing, and

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LESSOR GOV'T

policing the area to keep it free of debris. Pruning and fertilization
shall be done on an as needed basis. In addition, dead or dying plants
shall be replaced.

7.10 FLAG DISPLAY

The Lessor shall be responsible for flag display on all workdays and
Federal holidays. The Government will provide instructions when flags
shall be flown at half-staff.

7.11 SECURITY (SEP 2000) (NCR VARIATION AUG 2002)(TSA SEP 2002)

A. During non-duty hours, the Lessor shall provide an electronic
key card perimeter security system which covers all building
entrances which shall be independently monitored 24 hours a
day by a TSA-approved, class A commercial monitoring station,
and provide a level of security which reasonably deters
unauthorized entry to the leased space.

B. The Lessor shall, upon request of the Contracting Officer,
deter loitering or disruptive acts in and around the space
leased during duty hours.

C. The Lessor must provide a detailed outline of the building
standard security system.

D. In cases of a building emergency, or where building security
has been compromised or breached, the TSA Buildings Manager
and on-site security must be notified immediately by the
Lessor and/or the Lessor's agent.

E. At the Government's expense, the Government retains the right
to implement security requirements in accordance with the June
28, 1995, Vulnerability Assessment of Federal Facilities
report of the U.S. Department of Justice.

7.12 ADDITIONAL SECURITY; ADDITIONAL REQUIREMENTS (TSA SEP 2002)

A. The Government reserves the right to require the Lessor to
submit completed fingerprint charts and personal history
statements for each employee of the Lessor as well as
employees of the Lessor's contractors or subcontractors who
will provide building operating services of a continuing
nature for the property in which the leased space is located.
The Government may also require this information for employees
of the Lessor, the Lessor's contractors, or subcontractors who
will be engaged to perform alterations or emergency repairs
for the property.

B. If required, the Contracting Officer will furnish the Lessor
with form FD-258, "Fingerprint Chart" and Form 176,
"Statement of Personal History" to be completed for each
employee and returned by the Lessor to the Contracting
Officer or his designated representative within 10 working
days from the date of the written request to do so. Based on
the information furnished, the Government will conduct
security checks of the employees. The Contracting Officer
will advise the Lessor in writing if an employee is found to
be unsuitable or unfit for his assigned duties. Effective
immediately, such an employee cannot work or be assigned to
work on the property in which the leased space is located.
The Lessor will be required to provide the same data within
10 working days from the addition of new employee(s) to the
work force. In the event the Lessor's contractor/
subcontractor is subsequently replaced, the new contractor/
subcontractor is not required to submit another set of these
forms for employees who were cleared through this process
while employed by the former contractor/subcontractor. The
Contracting Officer may require the Lessor to submit Form
FD-258 and Form 176 for every employee covered by this clause
on a 3-year basis.

C. Minimum security standards shall be as follows:

1. The Contracting Officer shall reserve the right to
reject a building that may pose a security risk to
the Government occupants. Visitor parking shall not
be immediately adjacent to the building perimeter.
The Government reserves the right to establish
facility parking controls to limit access to
Government parking.

2. The Government has a right to declare a state of
emergency during a security alert to establish access
and security screening measures in adjacent space not
leased by the Government, which could create a
security risk for the Federal offices. These areas
would include parking garages, outdoor parking areas,
lobbies and loading-dock areas.

3. The Lessor will support and assist the building
security committee and Occupant Emergency Team in
developing and exercising safety and security
measures for the facility to include the use of the
building public address system to alert employees of
building emergencies (bomb-threats, fire, utility
emergencies, etc.).

D. Tenant Improvement Information:

1. Alarm, access control, and video system. The
Government reserves the right to install a security
system covering both inside and outside the building.
This will involve the installation of camera on
exterior surfaces, poles or other structures as
required. Interior cameras will include all entry and
exits as well as other areas under Government
control. Access control, including electric strikes
and card readers, will be installed as required by
the Government and may include exterior doors, garage
gates, building core areas and Government spaces.

2. Window film. The Government may install an
anti-fragmentation window security film on the
interior of all windows that are subject to damage by
blast or natural disasters including those in common
areas.

3. Bollards. The building(s) will be protected by the
installation of crash barriers around the perimeter.
These may be concrete bollards, planters, retractable
gates, or other architectural features. They shall
conform as much as practical to the existing building
features and structures to avoid an armed camp
appearance.

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44 LESSOR GOV'T

4. Lighting. If required to provide safety and security, building
indoor and outdoor lighting may be upgraded or supplemented
with visible or infrared lights as required.

5. Generator. A large generator and storage tank for 72 hours
will be required on-site to serve TSA's extensive backup power
needs.

6. Locks. A Government-designed high security locking system
will be installed on spaces that require access control. These
locks shall contain a removable core and will replace the
building standard locksets.

7.13 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2000)
A. The Lessor is responsible for the total maintenance and repair of
the leased premises. Such maintenance and repairs include site and
private access roads. All equipment and systems shall be maintained
to provide reliable, energy-efficient service without unusual
interruption, disturbing noises, exposure to fire or safety hazards,
uncomfortable drafts, excessive air velocities, or unusual emissions
of dirt. The Lessor's maintenance responsibility includes initial
supply and replacement of all supplies, materials, and equipment
necessary for such maintenance. Maintenance, testing, and inspection
of appropriate equipment and systems shall be done in accordance
with applicable codes, and inspection certificates shall be
displayed as appropriate. Copies of all records in this regard shall
be forwarded to the TSA Field Office Manager or a designated
representative.

B. Without any additional charge, the Government reserves the right to
require documentation of proper operations or testing prior to
occupancy of such systems as fire alarm, sprinkler, emergency
generator, etc. to ensure proper operation. These tests shall be
witnessed by a designated representative of the Contracting Officer.

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45 LESSOR GOV'T

8.0 SAFETY AND ENVIRONMENTAL MANAGEMENT

8.1 OCCUPANCY PERMIT (SEP 2000)
The Lessor shall provide a valid occupancy permit for the intended use
of the Government and shall maintain and operate the building in
conformance with current local codes and ordinances. If the local
jurisdiction does not issue occupancy permits, the Offeror shall
consult the Contracting Officer to determine if other documentation may
be needed.

8.2 FIRE AND LIFE SAFETY (SEP 2000)

A. Below-grade space to be occupied by the Government and all
areas in a building referred to as "hazardous areas" in NFPA
Standard 101, Life Safety Code, or any successor standard
thereto, shall be protected by an automatic sprinkler system
or an equivalent level of safety.

B. If offered space is three (3) stories or more above grade, the
Offeror shall provide written documentation that the building
meets egress and fire alarm requirements as established by
NFPA Standard 101 or equivalent. However, if 1) offered space
is 5 stories or less above grade, 2) the total
Government-demised area in the building (all leases combined)
will be less than 35,000 square feet, and 3) the building is
sprinklered, this documentation is not required.

C. If offered space is six (6) stories or more above grade,
additional fire and life safety requirements may apply.
Therefore, the Offeror shall advise the Government in its
offer whether or not the offered space, or any part thereof,
is on or above the sixth floor of the offered building.

D. All exits, stairs, corridors, aisles, and passageways that may
be used by the Government shall comply with NFPA Standard 101,
or local code, whichever is more stringent.

8.3 SPRINKLER SYSTEM (SEP 2000)

A. If any portion of the offered space is on or above the sixth
floor, and lease of the offered space will result, either
individually or in combination with other Government leases in
the offered building, in the Government leasing more than
35,000 ANSI/BOMA Office Area square feet of space in the
offered building, then the entire building shall be protected
by an automatic sprinkler system or an equivalent level of
safety.

B. If an Offeror proposes to satisfy any requirement of this
paragraph by providing an equivalent level of safety, the
Offeror shall submit, for Government review and approval, a
fire protection engineering analysis, performed by a qualified
fire protection engineer, demonstrating that an equivalent
level of safety for the offered building exists. The Offeror
shall contact the Contracting Officer for further information
regarding Government review and approval of the "equivalent
level of safety" analyses. Refer to 41 CFR Part 101-6.6 for
guidance on conducting an equivalent level of safety analysis.

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

8.4 MANUAL FIRE ALARM SYSTEMS (SEP 2000)
Manual fire alarm systems shall be provided in accordance with NFPA
Standard 101 (current as of the date of this SFO). Systems shall be
maintained and tested by the Lessor in accordance with NFPA Standard
72, National Fire Alarm Code. The fire alarm system wiring and
equipment shall be electrically supervised and shall automatically
notify the local fire department (NFPA Standard 72) or approved central
station. Emergency power shall be provided in accordance with NFPA
Standard 70, National Electrical Code, and NFPA Standard 72.

8.5 OSHA REQUIREMENTS (SEP 2000)
The Lessor shall maintain buildings and space in a safe and healthful
condition according to OSHA standards.

8.6 ASBESTOS (SEP 2000)
A. Offers are requested for space with no asbestos-containing
materials (ACM), or with ACM in a stable, solid matrix (e.g.,
asbestos flooring or asbestos cement panels) which is not
damaged or subject to damage by routine operations. For
purposes of this paragraph, "space" includes the 1) space
offered for lease; 2) common building areas; 3) ventilation
systems and zones serving the space offered; and 4) the area
above suspended ceilings and engineering space in the same
ventilation zone as the space offered. If no offers are
received for such space, the Government may consider space
with thermal system insulation ACM (e.g., wrapped pipe or
boiler lagging) which is not damaged or subject to damage by
routine operations.

B. Definition. ACM is defined as any materials with a
concentration of greater than 1 percent by dry weight of
asbestos.

C. Space with ACM of any type or condition may be upgraded by the
Offeror to meet the conditions described in subparagraph A by
abatement (removal, enclosure, encapsulation, or repair) of
ACM not meeting those conditions. If an offer involving
abatement of ACM is accepted by the Government, the Lessor
shall, prior to occupancy, successfully complete the abatement
in accordance with OSHA, EPA, Department of Transportation
(DOT), state, and local regulations and guidance.

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46 LESSOR GOV'T

D. Management Plan. If space is offered which contains ACM, the
Offeror shall submit an asbestos-related management plan for
acceptance by the Government prior to lease award. This plan
shall conform to EPA guidance, be implemented prior to
occupancy, and be revised promptly when conditions affecting
the plan change. If asbestos abatement work is to be performed
in the space after occupancy, the Lessor shall submit to the
Contracting Officer the occupant safety plan and a description
of the methods of abatement and re-occupancy clearance, in
accordance with OSHA, EPA, DOT, state and local regulations
and guidance, at least 4 weeks prior to the abatement work.

8.7 INDOOR AIR QUALITY (SEP 2000)

A. The Lessor shall control contaminants at the source and/or
operate the space in such a manner that the GSA indicator
levels for carbon monoxide (CO), carbon dioxide (CO(2)), and
formaldehyde (HCHO) are not exceeded. The indicator levels for
office areas shall be: CO - 9 ppm time-weighted average (TWA -
8-hour sample); CO(2) - 1,000 ppm (TWA); HCHO-0.1 ppm (TWA).

B. The Lessor shall make a reasonable attempt to apply
insecticides, paints, glues, adhesives, and HVAC system
cleaning compounds with highly volatile or irritating organic
compounds, outside of working hours. The Lessor shall provide
at least 72 hours advance notice to the Government before
applying noxious chemicals in occupied spaces and shall
adequately ventilate those spaces during and after
application.

C. The Lessor shall promptly investigate indoor air quality (IAQ)
complaints and shall implement the necessary controls to
address the complaint.

D. The Government reserves the right to conduct independent IAQ
assessments and detailed studies in space that it occupies, as
well as in space serving the Government-demised area (e.g.,
common use areas, mechanical room, HVAC systems etc.). The
Lessor shall assist the Government in its assessments and
detailed studies by 1) making available information on
building operations and Lessor activities; 2) providing access
to space for assessment and testing, if required; and 3)
implementing corrective measures required by the Contracting
Officer.

E. The Lessor shall provide to the Government material safety
data sheets (MSDS) upon request for the following products
prior to their use during the term of the lease: adhesives,
caulking, sealants, insulating materials, fireproofing or
firestopping materials, paints, carpets, floor and wall
patching or leveling materials, lubricants, clear finish for
wood surfaces, janitorial cleaning products, pesticides,
rodenticides, and herbicides. The Government reserves the
right to review such products used by the Lessor within 1)
the Government-demised area; 2) common building areas; 3)
ventilation systems and zones serving the leased space; and 4)
the area above suspended ceilings and engineering space in the
same ventilation zone as the leased space.

8.8 RADON IN AIR (SEP 2000)

A. The radon concentration in the air of space leased to the
Government shall be less than EPA's action concentration for
homes of four (4) picoCuries per liter (pCi/L), herein called
"EPA's action concentration."

B. INITIAL TESTING:

1. The Lessor shall 1) test for radon that portion of
space planned for occupancy by the Government in
ground contact or closest to the ground up to and
including the second floor above grade (space on the
third or higher floor above grade need not be
measured); 2) report the results to the Contracting
Officer upon award; and 3) promptly carry out a
corrective action program for any radon concentration
which equals or exceeds the EPA action level.

2. Testing sequence. The Lessor shall measure radon by
the standard test in subparagraph D.1. completing the
test not later than 150 days after award, unless the
Contracting Officer decides that there is not enough
time to complete the test before Government
occupancy, in which case the Lessor shall perform
the short test in subparagraph D.2.

3. If the space offered for lease to the Government is
in a building under construction or proposed for
construction, the Lessor shall, if possible, perform
the standard test during build out before Government
occupancy of the space. If the Contracting Officer
decides that it is not possible to complete the
standard test before occupancy, the Lessor shall
complete the short test before occupancy and the
standard test not later than 150 days after
occupancy.

C. CORRECTIVE ACTION PROGRAM:

1. Program Initiation and Procedures.

a. If either the Government or the Lessor
detects radon at or above the EPA action
level at any time before Government
occupancy, the Lessor shall carry out a
corrective action program which reduces the
concentration to below the EPA action level.

b. If either the Government or the Lessor
detects a radon concentration at or above
the EPA action level at any time after
Government occupancy, the Lessor shall
promptly carry out a corrective action
program which reduces the concentration to
below the EPA action level.

c. If either the Government or the Lessor
detect a radon concentration at or above the
EPA residential occupancy concentration of
200 pCi/L at any time after Government
occupancy, the Lessor shall promptly
restrict the use of the affected area and
shall provide comparable temporary space for
the tenants, as agreed to by the Government,
until the Lessor carries out a prompt
corrective action program which reduces the
concentration to below the EPA action level
and certifies the space of reoccupancy.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
--------- ---------
47 LESSOR GOV'T

d. The Lessor shall provide the Government with
prior written notice of any proposed
corrective action or tenant relocation. The
Lessor shall promptly revise the corrective
action program upon any change in building
condition or operation which would affect
the program or increase the radon
concentration to or above the EPA action
level.

2. The Lessor shall perform the standard test in
subparagraph D.1 to assess the effectiveness of a
corrective action program. The Lessor may also
perform the short test in subparagraph D.2 to
determine whether the space may be occupied but shall
begin the standard test concurrently with the short
test.

3. All measures to accommodate delay of occupancy,
corrective action, tenant relocation, tenant
reoccupancy, or follow-up measurement, shall be
provided by the Lessor at no additional cost to the
Government.

4. If the Lessor fails to exercise due diligence, or is
otherwise unable to reduce the radon concentration
promptly to below the EPA action level, the
Government may implement a corrective action program
and deduct its costs from the rent.

D. TESTING PROCEDURES:

1. Standard Test. Place alpha track detectors or
electret ion chambers throughout the required area
for 91 or more days so that each covers no more than
2,000 ANSI/BOMA Office Area square feet. Use only
devices listed in the EPA Radon Measurement
Proficiency Program (RMP) application device
checklists. Use a laboratory rated proficient in the
EPA RMP to analyze the devices. Submit the results
and supporting data (sample location, device type,
duration, radon measurements, laboratory proficiency
certification number, and the signature of a
responsible laboratory official) within 30 days after
the measurement.

2. Short Test. Place alpha track detectors for at least
14 days, or electret ion chambers or charcoal
canisters for 2 days to 3 days, throughout the
required area so that each covers no more than 2,000
ANSI/BOMA Office Area square feet, starting not later
than 7 days after award. Use only devices listed in
the EPA RMP application device checklists. Use a
laboratory rated proficient in the EPA RMP to analyze
the devices. Submit the results and supporting data
within 30 days after the measurement. In addition,
complete the standard test not later than 150 days
after Government occupancy.

8.9 CONTAMINATES IN WATER (SEP 2000)(TSA SEP 2002)
A. The Lessor shall demonstrate that water
provided in the leased space is in compliance
with EPA requirements and shall submit
certification to the Contracting Officer
prior to the Government occupying the space.

B. If the EPA action level is reached or
exceeded, the Lessor shall institute
appropriate abatement methods which reduce
the radon, lead or other contaminates levels
to below this action level.

8.10 HAZARDOUS MATERIALS (OCT 1996)
The leased space shall be free of hazardous materials
according to applicable Federal state, and local environmental
regulations.

8.11 RECYCLING (SEP 2000)
Where state and/or local law, code, or ordinance require
recycling programs for the space to be provided pursuant to
this SFO, the successful Offeror shall comply with such state
and/or local law, code, or ordinance in accordance with GSA
Form 3517, General Clauses, 552.270-8, Compliance with
Applicable Law. In all other cases, the successful Offeror
shall establish a recycling program in the leased space where
local markets for recovered materials exist. The Lessor agrees,
upon request, to provide the Government with additional
information concerning recycling programs maintained in the
building and in the leased space.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
--------- ---------
LESSOR GOV'T

9.0 TENANT IMPROVEMENTS

9.1 TENANT IMPROVEMENTS PRIOR TO THE GOVERNMENT'S INITIAL ACCEPTANCE OF
SPACE (SEP 2000)
A. The Lessor is required to provide cost or pricing data in
conjunction with the Tenant Improvements as specified by the
Government in GSA Form 3517, General Clauses.

B. In lieu of submitting detailed cost or pricing data and
entering into negotiations to determine a final cost for the
subject work, the Government (in accordance with FAR 15.403)
is willing to accept a price based upon the results of a
competitive proposal process if the following conditions are
met:

1. The Lessor shall submit to the Government a proposal
for overhead, profit, permits, and regulatory fees
for all Tenant Improvements.

a. This will be negotiated and agreed upon
prior to the award for the subject
improvements (separate from lease award).

2. The scope of work includes the lease, the SFO, all
SFO attachments, the construction drawings/documents,
and written specifications. In cases of
discrepancies, the Lessor shall immediately notify
the Contracting Officer to request clarification. All
differences will be resolved by the Contracting
Officer in accordance with the terms and conditions
of the lease.

3. No building shell items shall be included in the
competitive proposal.

4. A minimum of three qualified sub-contractors shall be
invited to participate in the competitive proposal
process. Each participate shall compete
independently in the process.

5. Each proposal shall be 1) submitted in Construction
Specifications Institute (CSI) format by the proposed
contractors and 2) reviewed by the Government. The
Government reserves the right to determine if bids
meet with the scope of work, that the price is
reasonable, and that the Offeror is qualified to
perform the work. The Government reserves the right
to reject any/all bids, at its sole discretion.

6. The Government shall be represented at all
negotiation sessions between the Lessor and potential
contractors.

7. The Lessor shall demonstrate to the Government that
best efforts have been made to obtain the most
competitive prices possible, and the Lessor shall
accept responsibility for all prices through direct
contracts with all contractors.

8. Once the Government determines that there is adequate
competition, and upon the Government's acceptance of
the Lessor's cost proposal based upon that
competition (provided the Lessor selects the
competition's lowest priced bid of a contractor
qualified to perform the subject work), the
Contracting Officer shall issue to the Lessor a
notice to proceed for the subject work.

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
--------- ---------
49 LESSOR GOV'T

10.0 SPECIAL REQUIREMENTS

10.1 TRANSPORTATION SECURITY ADMINISTRATION OVERVIEW (TSA OCT 2002)

A. On November 19, 2001, the President signed into law the
Aviation and Transportation Security Act (ATSA), which among
other things, established a new Transportation Security
Administration (TSA). TSA's goal is to occupy a model
headquarters facility that looks smart and integrates
technology and daily activities to meet its needs in the year
2003 and beyond.

1. Innovative -- A workplace that supports TSA's values
of integrity, innovation, courtesy and respect,
competence, customer focus, dedication, diversity,
and teamwork.

2. High-Performance -- A workplace that serves as a
catalyst for best practices supporting new business
challenges and opportunities and an environment that
attracts and retains talented professionals.

3. Best Value -- A workplace that balances cost and
benefit. Work environments that support people and
processes, and are built to change as mission
directives evolve.

10.2 TRANSPORTATION SECURE ADMINISTRATION OBJECTIVES AND STRATEGIC APPROACH
(TSA OCT 2002)

A. TSA groups are housed in various locations throughout the
metropolitan Washington, DC area. It is imperative that TSA
collocate to a headquarters facility as quickly as possible to
effectively meet their mission directives. In addition, as
this newly formed agency is rapidly growing to full capacity,
present occupied space does not meet TSA's space requirements.
TSA's target date for commencement of occupancy is on or about
January 2, 2003.

B. TSA has developed a Strategic Project Plan which is a macro
level project approach to achieve TSA's short and long-term
goals. For the short term, TSA needs to occupy space as
quickly as possible to support its current growth. For the
long term, TSA requires a fully functional headquarters space
that will support its mission. The strategic Project Plan is
a three phased approach proposed to meet TSA's goals.

1. PHASE 1:
The strategy for Phase 1 is "as is space" which is
ready for immediate occupancy as demonstrated by the
capability to immediately obtain a certificate for
occupancy. The critical element in this phase is the
available of 25,000-50,000 ANSI/BOMA rentable square
footage of space at lease execution with the ability
for TSA to begin occupancy of the space on or about
January 2, 2003. TSA must have the ability to access
the space at the time of lease execution to begin
installation of furniture and other equipment.
Subsequently, TSA will require additional space of
25,000-50,000 ANSI/BOMA rentable square foot
increments to be available February 1, 2003 and March
1, 2003.

Phase 1 requirements are for a total of up to 150,000
ANSI/BOMA rentable square feet available for phased
occupancy. It is TSA's intention to occupy the space
with no tenant improvement beyond telecommunication
infrastructure and power connections to installed
workstations. TSA will require space to house a
temporary mailroom and provide for building entrance
security and other necessary equipment to supply the
minimum requirements for TSA's personnel to operate
within a secure office environment.

2. PHASE 2:
Phase 2 consists of new construction of the remaining
300,000-400,000 ANSI/BOMA rentable square footage
with a phased construction/delivery. The definition
of new construction is building shell specifications
as defined per the SFO, and the tenant improvements
required for final occupancy of built space. All
offered space and building systems shall be upgraded
and built out to comply with all Federal, national,
state and local codes as required per the SFO. The
Phase 2 new construction will be a phased
construction/delivery that will consist of
approximately 225,000-325,000 ANSI/BOMA rentable
square feet that will entail enclosed offices,
workstations, office support and unique/special space
build-out. The remaining 75,000 ANSI/BOMA rentable
square feet will entail the TSA joint-use spaces.

The first portion of Phase 2 will be the delivery of
100,000 BOMA rentable square feet. Planning and
construction documents development will commence at
lease execution. The Government provided Program of
Requirements and Space Plans for the first 100,000
square feet will be delivered to the Lessor 20 days
after lease execution. The 100,000 square feet shall
be available for occupancy on September 1, 2003.
Refer to Section 3.16 and 3.17 for more detailed
construction schedule information. With the phased
construction completion of each sub-phase of Phase 2
space, a portion of the Phase 1 occupants will be
relocated to Phase 2 completed space.

3. PHASE 3:
Phase 3 consists of new construction/renovation of
the up to 150,000 ANSI/BOMA rentable square footage
of Phase 1 "as is space" with phased construction
delivery. The "as is space" construction cannot begin
until enough Phase 2 space is complete for occupancy
and TSA employees have relocated from the "as is
space" to the completed Phase 2 spaces. The
definition of new construction/renovation is building
shell specifications as defined per the SFO, and the
tenant improvements required for final occupancy of
built space by March 2004.

The Phase 3 space will entail enclosed offices,
workstations, office support and unique/special space
build-out. TSA will work with the Lessor to develop
the most expedient construction project schedule to
achieve occupancy of the Phase 3 full

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
--------- ---------
50 LESSOR GOV'T

tenant build-out space. With the phased construction
completion for each sub-phase of Phase 3 space, the
remaining occupants of Phase 1 space will be
relocated to Phase 3 completed space.

10.3 TYPES OF SPACE (TSA OCT 2002)

A. As a newly formed agency, TSA is still defining its space
requirements. These requirements evolve as groups identify
their mission and functions. A Master Space Study is being
developed to aid in identifying types, quantity and build out
of space.

B. Proposed tenant build out space composition includes 68%
general office space consisting of a combination of open
space, work stations, and office space, 15% unique/special
spaces housing particular functions in support of individual
TSA groups, and 17% building/joint use spaces necessary to
support TSA's operations and available for common use by the
entire agency.

-End of Solicitation for Offers-

SFO NO. DTSA20-03-R-00528 INITIALS: [SIG] & [SIG]
--------- ---------
51 LESSOR GOV'T

UNITED STATES OF AMERICA SUPPLEMENTAL AGREEMENT DATE
SUPPLEMENTAL LEASE AGREEMENT No. 12

TO LEASE NO. DTSA20-03-R-00528

ADDRESS OF PREMISES: 601/701 S. 12th Street
Arlington, VA 22202

THIS AGREEMENT, made and entered into this date by and between: MCI WORLDCOM
NETWORK
SERVICES, INC.

Whose address is:

c/o Spaulding & Style Colliers International
1717 Pennsylvania Avenue, NW, Suite 1000
Washington, DC 20006

Hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government:

WHEREAS, the parties hereto desire to amend the above Lease.

NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, as follows:

ITEM 1:

THE LESSOR DESIRES TO RETAIN ADDITIONAL SQUARE FOOTAGE IN THE BUILDING FOR
A TERMINAL ROOM (AND RELATED EQUIPMENT) LOCATED ON THE 2ND FLOOR OF THE
EAST TOWER. THEREFORE, PARAGRAPH 12 OF RIDER #1 TO LEASE #DTSA20-03-R-00528
IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:

"12. This offer is for a single-occupancy requirement of approximately
543,945 BOMA rentable square feet in total, with the TSA being the single
tenant Agency. However, approximately 5,073 BOMA rentable square feet of a
terminal room (and related equipment) in the Building is to be retained by
the Lessor along with terminal room related riser access and garage space
for infrastructure backup (generator).

Attached to this supplemental lease agreement are Exhibits B-1, B-2, B-3,
B-4, B-5, B-6, and B-7, illustrating the Lessor's terminal room on the 2nd
floor of the East Tower, with related riser access and garage space for
infrastructure backup (generator)."

ITEM 2:

THE GOVERNMENT DESIRES TO INCREASE THE SQUARE FOOTAGE LEASED IN THE
BUILDING THROUGH THE ADDITION OF CERTAIN BELOW-GRADE SPACE. THEREFORE,
PARAGRAPH 1 OF STANDARD FORM 2 TO LEASE # DTSA20-03-R-00528 IS HEREBY
DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING:

"1. The Lessor hereby leases to the Government the following described
premises:

A total of 543,945 BOMA rentable square feet (BRSF) equivalent to 494,541
BOMA Office Usable Square Feet (BUSF) of office and related space in
601/701 South 12th Street, Arlington, VA 22202-4202. The leased area is
comprised of the following: 540,189 BRSF equivalent to 491,126 BUSF of
office and related space in the East and West Towers on 12 above grade
full-floor stories and 3,756 BRSF equivalent to 3,415 BUSF of mailroom and
storage related space in the East and West Towers on the P1 below-grade
level, (see Attached Floor Plans) to be used for SUCH PURPOSES AS
DETERMINED BY THE GOVERNMENT.

The Government will also lease the parking garage in its entirety."

There SHALL BE NO TENANT IMPROVEMENT ALLOWANCE FOR THE BELOW-GRADE LEASED
SPACE.

ATTACHED TO THIS SUPPLEMENTAL LEASE AGREEMENT ARE EXHIBITS C-1 AND C-2
ILLUSTRATING THE GOVERNMENT'S BELOW-GRADE LEASED SPACE.

ADDITIONALLY, THE TABLE IDENTIFIED IN PARAGRAPH 1 OF RIDER #1 TO LEASE
#DTSA20-03-R-00528 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE
FOLLOWING:

(Continued on Next Page)
GSA DC 68-1176 GSA FORM 276 JUL 67

" BOSF PER BOSF TOTAL MONTHLY

PHASE 2 & 3 491,126 $34.75 $17,066,625.50 $1,422,219.04

PHASE 1,2, & 3 3,415 $28.42 $97,054.30 $8,087.86

PARKING $1,230,060.00 $102,505.00

$18,382,060.50
$1,531,838.62"

ITEM 3:
THE LESSOR AND THE GOVERNMENT HAVE AGREED TO THE FOLLOWING ADDITIONAL CHANGES:

1. During the term of the Lease, the Government shall be granted a license to
use the following:

A. The 2nd floor LAN room located in the East Tower adjacent to the "MCI
Terminal Room" (see attached, Exhibit B-1), on a non-exclusive basis.
B. The Building's 24/7 cooling system (Manufacturer:BAC; Model#
BAL-VXT-315C; Serial# 83-3042) and associated pumps.
C. The UPS (Uninterrupted Power Supply) currently located on the 6th
floor of the West Tower.
D. The 1,000 KW generator located on the P2 level of the East Tower (see
#3 below for greater detail).

2. During the term of the Lease, the Lessor will maintain ownership of the
cooling tower and of the UPS described above, however, the Government will be
responsible for all operating expenses, repair, maintenance and/or replacement
costs related to these items.

3. During the term of the Lease, the Lessor will maintain ownership of the
1,000 KW generator described above, however, the Government will be responsible
for all operating expenses, repair, maintenance and/or replacement costs related
to this generator. In addition, the Government will be required to purchase a
new generator of suitable size for the Building life safety systems and 24/7
cooling systems. The Government will be responsible for the cost of designing
and transferring the life safety systems and 24/7 cooling systems from the P1
and P2 1,000 KW generators (which currently provide power for the same) to the
new generator, all with Lessor's prior approval. Once the life safety systems
and 24/7 cooling systems have been connected to the new generator, the Lessor
will be responsible for all operating expenses, repair, maintenance and/or
replacement costs related to the new generator.

4. The Lessor agrees to pay for any re-design charges incurred by the
Government in the re-planning of space affected by the Lessor's expansion of the
Terminal Room on the 2nd floor of the East Tower, however, the Lessor shall only
be responsible for actual third-party amounts not to exceed $8,000.00.

ALL OTHER TERMS AND CONDITIONS OF THE LEASE SHALL REMAIN IN FORCE AND EFFECT.

IN WITNESS WHEREOF, the parties subscribed their names as of the above date.

- --------------------------------------------------------------------------------
THIS AGREEMENT, made and entered into this date by and between:
- --------------------------------------------------------------------------------

LESSOR: MCI WORLDCOM NETWORK SERVICES, INC.

BY
-------------------------------- ---------------------------------
(Signature) (Title)

IN THE PRESENCE OF (witnessed by:)

-------------------------------- ---------------------------------
(Signature) (Address)

- --------------------------------------------------------------------------------
UNITED STATES OF AMERICA

BY
-------------------------------- ---------------------------------
(Signature) (Title)

GSA DC 68-1176 GSA FORM 276 JUL 67