HomeMy WebLinkAboutResolution - 2012-R0117 - Lease Ageement - USA, General Services Administration - 03_29_2012Resolution No. 2012—RO117
March 29, 2012
Item No, 5.15
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, a Lease Agreement by and between the
City of Lubbock and the United States of America acting by and through the designated
representative of the General Services Administration, and related documents. Said
Agreement is attached hereto and incorporated in this resolution as if fully set forth herein
and shall be included in the minutes of the City Council.
Passed by the City Council on March 29, 2012
ATTEST:
!�� wma�e
TOM MARTIN,'MAYOR
Rebecc Garza, City Secretary
VED AS TO CONTENT:
w
Loomis, Executive Director of Aviation
APPROVED AS TO FORM:
Chad Weaver, Assistant City Attorney
vw:ccdocs/RES.Agrmt-USA
February 29, 2012
Resolution No. 2012—RO117
LEASE NO. GS-07B-17079 GSA FORM L201D On -Airport Lease
(September2011)
This Lease is made and entered into between
Lessor's Name
City of Lubbock
("the Lessor"), whose principal place of business is 1625 1P Street, Lubbock, Texas 79401-3830,and whose interest in the Property described herein
is that of Fee Owner, and
The United States of America
(the "Government"), acting by and through the designated representative of the General Services Administration ("GSA"), upon the terms and
conditions set forth herein.
Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows:
The Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at
Lubbock International Airport
5401 N. Martin Luther King Blvd.
Terminal Building
Lubbock, Texas 79403-9732
and more fully described in Section 1 and Exhibit A, together with rights to the use of parking and other areas as set forth herein.
To Have and To Hold the said Premises with their appurtenances for the term beginning on May 1, 2012 and continuing for a period of
5 Years Firm
subject to termination and renewal rights as may be hereinafter set forth, to be used for such purposes as determined by GSA,
In Witness Whereof, the parties to this Lease evidence their agreement to all terms and conditions set forth herein by their signatures below, to be
effective as of the date of delivery of the fully executed Lease to the Lessor.
FOR THE LESSOR:
— r 7 " -4� " �, , �,, �
Name: Tom Martin
Title
Date:
Mayor
March 29, 2012
WITNESSED BY:
Name:"'Rebecca Garza
Title: city Secretary
Date: March. 29, 2012
LEASE NO. GS-07B-17079, PAGE 1
PP OVED AS TO CCO NT:
_ G'U
J s W. Loomis, Executive Director of Aviation
APP/ROV AS TO RM:
l
Chad Weaver, Assistant City Attorney
LESSOR: 4&GOVERNMENT:
GSA FORM L201D (September 2011)
TABLE OF CONTENTS
ON -AIRPORT LEASE
SECTION 1 THE PREMISES, RENT, AND OTHER TERMS........................................................................................................................3
1.01
THE PREMISES...................................................................................................................................................................................3
1.02
EXPRESS APPURTENANT RIGHTS ................ ...... .............................................. ....... ..... ......................
.................. - ......................... 3
1.03
RENT AND OTHER CONSIDERATION...............................................................................................................................................3
1.04
TERMINATION RIGHTS (ON -AIRPORT APR 2011)........................................................ ....................................................................
3
1.05
DOCUMENTS INCORPORATED BY REFERENCE (ON -AIRPORT SEPTEMBER 2011)....................................................................3
SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS...........................................................................................................4
2.01
DEFINITIONS AND GENERAL TERMS (SEPT 2011).................... -.............. ,...... ..............................................
...,............................. 4
2.02
AUTHORIZED REPRESENTATIVES (APR 2011).......................................... ......................................................................................
5
2.03
WAIVER OF RESTORATION (APR 2011)............................ ................................................................................................................
5
2.04
RELOCATION RIGHTS (ON -AIRPORT APR 2011)........................ .............. ..............................................................................
.......... 6
2.05
RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON -AIRPORT APR 2011)......................................................5
2.06
ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY SEPT 2011).................................................................................5
2.07
ALTERATIONS (APR 2011)........ ........................................ ..................... ...........................................................................................
5
2.08
CENTRAL CONTRACTOR REGISTRATION (APR 2011)...... .........................................................................
......................... ............ 5
2.09
SECURITY UPGRADES DUE TO IMMEDIATE THREAT (APR 2011).......................... ................ .........................................
.............. 5
SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS................................................................................................7
3.01
BUILDING SHELL REQUIREMENTS (APR 2011).............................................. ................................. .............
.................................... 7
3.02
FIRE PROTECTION AND LIFE SAFETY (SEPT 2011)........................................................................................................................7
3.03
MEANS OF EGRESS (SEPT 2011).......... .......................... .......... -........ ,................. ............................................................................
7
3.04
FIRE ALARM SYSTEM (SEPT 2011)..... .............................................. .................... .......................... ....
...... ....................................... 7
3.05
ENERGY INDEPENDENCE AND SECURITY ACT (AUG 2011)............................... ...........................................................................
7
3.06
ACCESSIBILITY ............... _............................... ........................ -............. ................ ........ ......... ................................
....... ................... 8
3.07
TOILET ROOMS (ON -AIRPORT APR 2011)........................................................................................................................................8
3.08
HEATING VENTILATION AND AIR CONDITIONING (ON -AIRPORT APR 2011)...............................................
........................... ....... 8
3.09
MECHANICAL, ELECTRICAL AND PLUMBING (APR 2011)........ .......................................................................................................
8
3.10
TELECOMMUNICATIONS (ON -AIRPORT APR 2011)....................... .............................................. ...... ....
.......................................... 8
SECTION 4 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM..........................................................................10
4.01
SERVICES, UTILITIES, AND MAINTENANCE (OWAIRPORT APR 2011)...................................................
...................................... 10
4.02
PROVISION OF SERVICES, ACCESS, AND ROUTINE HOURS (APR 2011)...................................................................................10
4.04
HAZARDOUS MATERIALS (APR 2011)................................................... ........................................... ................
............................... 10
4,05
INDOOR AIR QUALITY ........... ........................ ..........................................................................................
......................................... 10
4.06
RECYCLING......................................................................................................................................................................................
11
LEASE NO. GS-07B-17079, PAGE 2 LESSOR•, GOVERNMENT: GSA FORM L2010 (SEPTEMBER 2011)
SECTION 1 THE PREMISES, RENT, AND OTHER TERMS
1.01 THE PREMISES
The Premises are described as follows:
Office and Related Space: 2,581 rentable square feet (RSF), yielding 2,581 ANSIIBOMA office area (ABOA) square feet (sq. ft.) of office and related
space (based upon a common area factor (CAF) of 1 percent, located on the 1st floor of the Building, as depicted on the floor plan(s) attached hereto
as Exhibit A
1.02 EXPRESS APPURTENANT RIGHTS
The Government shall have the non-exclusive right to the use of Appurtenant Areas, and shall have the right to post Government rules and regulations
within such areas. The Government will coordinate with the Lessor to ensure signage is consistent with the Lessor's standards. Appurtenant to the
Premises and included with the Lease are rights to use the following:
1.03 RENT AND OTHER CONSIDERATION
A. The Government shall pay the Lessor annual rent payable monthly in arrears at the following rates:
Years 1 - 5
Annual Rate I
Annual Rent
RSF
Shell Rental Rate
$73,842.41
$28.61
Operating Costs
$12,905.00
$5,00
Full Service Rate
$86,747.41
533.61
B. Rent is subject to adjustment based upon a physical mutual measurement of the Space upon acceptance, not to exceed 2,581 ABOA sq. ft.
based upon the methodology outlined under the "Payment" clause of GSA Form 3517.
C. If the Government occupies the Premises for less than a full calendar month, then rent shall be pro -rated based on the actual number of
days of occupancy for that month.
D. Rent shall be paid to the Lessor by electronic funds transfer in accordance with the provisions of the General Clauses. Rent shall be
payable to the Payee designated in the Lessor's Central Contractor Registration.
E. The Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following:
1. The leasehold interest in the Property described in "Clause 1.01, THE PREMISES," created herein;
2. All services, utilities (with the exclusion of Janitorial Services), maintenance required for the proper operation
of the Property, the Building, and the Leased Premises, in accordance with the terms of the Lease, including, but not limited to, all
inspections, modifications, repairs, replacements and improvements required to be made thereto to meet the requirements of this
Lease.
1.04 TERMINATION RIGHTS (ON -AIRPORT APR 2011)
The Government reserves the right to terminate this Lease, in whole or in part, at anytime during the term of this lease with 60 days' written notice to
the Lessor if (i) regularly scheduled commercial air services ceases, (ii) the airport opts to replace TSA screeners with private contractors, (iii) the
checkpoint supported by the leased space is closed, or (iv) Government reduces its presence at airport due to a reduction in deplanements. The
effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice,
whichever is later. No rental shall accrue after the effective date of termination. .
1.05 DOCUMENTS INCORPORATED BY REFERENCE (ON -AIRPORT SEPTEMBER 2011)
The following documents are incorporated by reference, as though fully set forth herein:
DOCUMENT NAME
No. OF
PAGES
EXHIBIT
Floor Plans
1
A
GSA Form 3517G, General Clauses
16
B
GSA Form 3518G, Representations and Certifications
3
C
LEASE NO. GS-070-17079, PAGE 3 LESSOR:A/_"OVERNMENT: GSA FORM L201D (SEPTEMBER 2011)
SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS
2.01 DEFINITIONS AND GENERAL TERMS (SEPT 2011)
Unless otherwise specifically noted, all terms and conditions set forth in this Lease shall be interpreted by reference to the following definitions,
standards, and formulas:
Unless otherwise specifically noted, all terms and conditions set forth in this Lease shall be interpreted by reference to the following definitions,
standards, and formulas:
A. Appurtenant areas. Appurtenant areas are defined as those areas and facilities on the Property that are not located within the Premises, but
for which rights are expressly granted under this Lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to
the Government's enjoyment of the Premises and express appurtenant rights-
B. Broker. If GSA awarded this Lease using a contract real estate broker, "the Broker" shall refer to GSA's broker.
C. Commission credit. If GSA awarded this Lease using a Broker, and the Broker agreed to forego a percentage of its commission to which it
is entitled in connection with the award of this Lease, the amount of this credit is referred to as the commission credit.
D. Common area factor. The CAF is a conversion factor determined by the building owner and applied by the owner to the ANSIIBOMA office
area sq. ft. to determine the RSF for the offered space.
E. Contract. "Contract" and "Contractor' mean "Lease" and "Lessor," respectively.
F. Days. All references to "day" or "days' in this Lease shall mean calendar days, unless specified otherwise.
G. FARIGSAR. All references to the FAR shall be understood to mean the Federal Acquisition Regulation, codified at 48 CFR Chapter 1. All
references to the GSAR shall be understood to mean the GSA supplement to the FAR, codified at 48 CFR Chapter S.
H. Firm Term/Non-Firm Term. The Firm Term is that part of the Lease term that is not subject to termination rights. The Non -Firm Term is that
part of the Lease term following the end of the Firm Term,
I. Lease term commencement date. The Lease term commencement date means the date on which the lease term commences.
J, Lease award date. The Lease award date means the date that the Lease is executed by the LCO (and on which the parties' obligations
under the Lease begin).
K. The Premises, The Premises are defined as the total office area or other type of Space, together with all associated Common Areas,
described in Section I of this Lease, and delineated by plan in the attached Exhibit. Parking and other areas to which the Government has rights under
this Lease are not included in the Premises.
L. The Pro eeft and the Building. The Property is defined as the land and buildings in which the Premises are located, including all
appurtenant areas (e.g., parking areas to which the Government is granted rights). The building(s) situated on the Property in which the Premises are
located shall be referred to herein as "the Building(s)."
M. Rentable square feet (RSF). Rentable space is the area for which a tenant is charged rent. It is determined by the building owner and may
vary by city or by building within the same city. The rentable space may include a share of building support/common areas such as elevator lobbies,
building corridors, and floor service areas, Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and
mechanical rooms. The rentable space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and
vertical ducts.
N. Space. The Space shall refer to that part of the Premises to which the Government has exclusive use, such as office area, or other type of
Space. Parking areas to which the Government has rights under this Lease are not included in the Space.
O. Standard for Measuring Office Area and Other Space. For the purposes of this Lease, Space shall be measured in accordance with the
standard provided by American National Standards Institute/Building Owners and Managers Association (ANSIIBOMA) for office area. ANSIIBOMA
Z65.1-1996 shall be used. References to ABOA mean ANSIIBOMA office area.
P. Standard for Determining Common Area Factor. The Common Area Factor ("CAF") is the conversion factor expressed as the percentage of
space in the Premises that constitutes Common Area. For the purposes of this Lease, the CAF shall be determined in accordance with the applicable
ANSIBOMA standard for the type of space to which the CAF shall apply.
O. Formula for Calculation of Rentable Area. Rentable Area is calculated using the following formula for each type of Space (e.g., Office,
Warehouse, etc.) included in the Premises: ANSI/sq. ft. of Space x (1 + CAF) = RSF.
R. Workina days. Working days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays
LEASE NO. GS -07B-1 7079, PAGE 4 LESSOR:F;9-4y, GOVERNMENT: GSA FORM L201D (SEPTEMBER 2011)
2.02 AUTHORIZED REPRESENTATIVES (APR 2011)
The signatories to this Lease shall have full authority to bind their respective principles with regard to all matters relating to this Lease. No other
persons shall be understood to have any authority to bind their respective principles, except to the extent that such authority may be explicitly
delegated by notice to the other party, or to the extent that such authority is transferred by succession of interest. The Government shall have the right
to substitute its Lease Contracting Officer (LCO) without notice or an express delegation by the prior LCO. GSA assumes no financial responsibility for
any cost incurred by the Lessor except as provided by the terms of the lease agreement or authorized in writing by the LCO.
2.03 WAIVER OF RESTORATION (APR 2011)
The Lessor shall have no right to require the Government to restore the Premises upon termination of the Lease, and waives all claims against the
Government for waste, damages, or restoration arising from or related to (a) the Government's normal and customary use of the Premises during the
term of the Lease (including any extensions thereof), as well as (b) any initial or subsequent alteration to the Premises regardless of whether such
alterations are performed by the Lessor or by the Government. At its sole option, the Government may abandon property in the Space following
expiration of the Lease, in which case the property will become the property of the Lessor and the Government will be relieved of any liability in
connection therewith.
2.04 RELOCATION RIGHTS (ON -AIRPORT APR 2011)
A. If it becomes necessary in the orderly development of the Airport, Lessor, in its sole discretion, may require the relocation of Premises to
other space at the Airport, which, in the reasonable judgment of Lessor, is similar and suitable for the purposes for which this Lease is entered as such
purposes are set forth herein. Should such relocation be necessary, the Government agrees to move its personal property and equipment, at
Government's sole cost and expense, to the new location prepared by Lessor upon 120 days prior written notice. Lessor shall be responsible for all
other costs for such relocation. The Airport shall provide such relocated Premises at the same rental rate as the original Premises, unless the new
Premises are located in an area that the Airport charges tenants a lower rate, in which event the parties shall negotiate a reduction in the rental rate.
B. The Lessor shall give GSA the name of the person and agency to be providing the relocation assistance to site tenants. In addition, the
Lessor must provide background information about the relocation agency and references for which the relocation agent has performed relocation
assistance in the past.
2.05 RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON -AIRPORT APR 2011)
A. The Transportation Security Administration (TSA) is required, pursuant to 49 U.S.C. 40101—The Aviation and Transportation Security Act
(ATSA), to oversee security measures at theAirport.
B. TSA is responsible for airline passenger and baggage screening services at the Airport.
C. The U.S. General Services Administration (GSA), on behalf of TSA, desires to lease certain facilities on the Airport premises for administrative
offices and/or break rooms in support of airport passenger and baggage screening services by the TSA.
D. Space for TSA to screen passengers and baggage is expressly excluded from this Lease
2.06 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY SEPT 2011)
A. The Lessor shall provide floor plans for the offered space and a valid Certificate of Occupancy (C of 0), issued by the local jurisdiction, for the
intended use of the Government. If the local jurisdiction does not issue Certificates of Occupancy or if the C of 0 is not available, the Lessor may satisfy this
condition by providing a report prepared by a licensed fire protection engineer which verifies that the offered space complies with all applicable local fire
protection and life safety codes and ordinances.
B. Neither the Government's acceptance of the Premises for occupancy or acceptance of related appurtenances, nor the Government's occupancy of
the Premises, shall be construed as a waiver of any requirement or right of the Government under this lease, or as otherwise prejudicing the Government
with respect to any such requirement or right, or as an acceptance of any latent defect or condition.
2.07 ALTERATIONS (APR 2011)
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. Alterations are to be coordinated and approved by the
Director of Aviation. 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.
2.06 CENTRAL CONTRACTOR REGISTRATION (APR 2011)
The Offeror must have an active registration in the Central Contractor Registration (CCR) system (via the Internet at http:/Mww.ccr.gov) prior to the
Lease award and throughout the life of the Lease. To remain active, the Offeror/Lessor is required to update or renew its registration annually. The
Government will not process rent payments to Lessors without an active CCR. No change of ownership of the leased premises will be recognized by
the Government until the new owner registers in the CCR system.
2.09 SECURITY UPGRADES DUE TO IMMEDIATE THREAT (APR 2011)
The Government reserves the right, at its own expense and with its own personnel, to heighten security in the building under lease during heightened
security conditions due to emergencies such as terrorist attacks, natural disaster, and civil unrest.
LEASE NO. GS-07B-17079, PAGE 5 LESSOR: i�C-GOVERNMENT: GSA FORM L201D (SEPTEMBER 2011)
BLANK PAGE
LEASE NO. GS-07B-17074, PAGES LESSOR:`_ GOVERNMENT, GSA FORM L201D (SEPTEMBER 2011)
SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS
3.01 BUILDING SHELL REQUIREMENTS (APR 2011)
A. The building shell shall be designed, constructed, and maintained in accordance with the standards set forth herein. For pricing, fulfillment of
all requirements not specifically designated as operating costs or other rent components as indicated shall be deemed included in the Shell Rent.
B. Base structure and building enclosure components shall be complete. All common areas accessible by the Government, such as lobbies, fire
egress corridors and stairwells, elevators, garages, and service areas, shall be complete. Restrooms shall be complete and operational. All newly
installed building shell components, including but not limited to, heating, ventilation, and air conditioning (HVAC), electrical, ceilings, sprinklers, etc.,
shall be furnished, installed, and coordinated with Tenant Improvements. Circulation corridors are provided as part of the base building only on multi -
tenanted floors where the corridor is common to more than one tenant. On single -tenant floors, only the fire egress corridor necessary to meet code is
provided as part of the shell.
3.02 FIRE PROTECTION AND LIFE SAFETY (SEPT 2011)
As a condition of this Lease, Lessor agrees the Space meets Fire Protection and Life Safety requirements for Means of Egress, and Fire Alarm
System , or, prior to the Government's acceptance of the Space under this Lease, will make the improvements necessary to bring the building into
compliance with the requirements, such improvements being described in an attachment to, and part of this Lease.
3.03 MEANS OF EGRESS (SEPT 2011)
A. Space shall meet the applicable egress requirements in the National Fire Protection Association, Life Safety Code (NFPA 101) or the
International Code Council, International Building Code (IBC), (both current as of the award date of this lease); or an alternative approach or method
for achieving a level of safety deemed equivalent and acceptable by the Government.
B. Space has unrestrictive access to a minimum of two remote exits on each floor of Government occupancy.
C. Interlocking or scissor stairs located on the floor(s) where Space is located shall only count as one exit stair.
D. A fire escape located on the floor(s) where Space is located shall not be counted as an approved exit stair.
E. Doors shall not be locked in the direction of egress unless equipped with special locking hardware in accordance with requirements of NFPA
101 or the IBC.
3.04 FIRE ALARM SYSTEM (SEPT 2011)
A. A building -wide fire alarm system shall be installed in the entire building in which any portion of the Space is located on the third floor or
higher in the building.
B. The fire alarm system shall be installed and maintained in accordance with NFPA 72, National Fire Alarm and Signaling Code (current as
the award of the lease), or the applicable local codes and ordinances adopted by the jurisdiction.
3.05 ENERGY INDEPENDENCE AND SECURITY ACT (AUG 2011)
A. The Energy Independence and Security Act (EISA) establishes requirements for Government leases relating to energy efficiency standards
and potential cost effective energy efficiency and conservation improvements.
B. Unless one of the statutory exceptions listed in paragraph C, below, applies, GSA may award a lease for Space only if the Building has
eamed the ENERGY STAR® Label conferred by the Environmental Protection Agency (EPA) within the most recent 12 months prior to the due date
for final proposal revisions. For example, an ENERGY STAR® Label awarded by EPA on October 1, 2010, is valid for all lease procurements where
final proposal revisions are due on or before September 30, 2011. All new buildings being specifically constructed for GSA must achieve an ENERGY
STAR® Label within 18 months after occupancy by the Government.
C. EISA allows a Federal agency to lease space in a building that does not have an ENERGY STARS Label if:
1. No space is offered in a building with an ENERGY STARS Label that meets Request for Lease Proposals (RLP) requirements,
including locational needs;
2. The agency will remain in a building it currently occupies;
3. The Lease will be in a building of historical, architectural, or cultural significance listed or eligible to be listed on the National Register of
Historic Places; or
4. The Lease is for 10,000 RSF or less.
D. If one or more of the statutory exceptions applies, and the offered space is not in a building that has earned the ENERGY STARS Label
within one year prior to the due date for final proposal revisions, Offerors are required to include in their lease proposal an agreement to renovate the
LEASE NO. GS-07B-17079, PAGE 7 LESSOR:GOVERNMENT: GSA FORM L201 D (September 2011)
building for all energy efficiency and conservation improvements that it has determined would be cost effective over the fine term of the lease, if any,
prior to acceptance of the space (or not later than one year after the Lease award date of a succeeding or superseding lease). Such improvements
may consist of, but are not limited to, the following:
1. Heating, ventilating, and air conditioning (HVAC) upgrades, including boilers, chillers, and the Building Automation System (BAS)II
Control System (EMCS).
2. Lighting Improvements.
3. Building envelope modifications.
NOTE: Additional information can be found on http:llwww.gsa.govlleasing under "Green Leasing."
E. The term "cost effective" means an improvement that will result in substantial operational cost savings to the landlord by reducing electricity
or fossil fuel consumption, water, or other utility costs. The term "operational cost savings" means a reduction in operational costs to the landlord
through the application of building improvements that achieve cost savings over the firm term of the lease sufficient to pay the incremental additional
costs of making the building improvements.
F. Instructions for obtaining an ENERGY STAR® Label are provided at http:/lwww.energystar.govleslabel (use "Portfolio Manager" to apply).
ENERGY STAR® tools and resources can be found at www.enerovstaraov. The ENERGY STAR® Building Upgrade Manual (http:llwww.energystar
.gov� and Building Upgrade Value Calculator(htti):llwww.eneroystar.govlfinancialevaluationl are tools which can be useful in considering energy
efficiency and conservation improvements to buildings.
G. If one or more of the statutory exceptions applies, and the offered space is not in a building that has earned the ENERGY STAR® Label
within one year prior to the due date for final proposal revisions, the successful Offeror will be excused from performing any agreed -to energy -
efficiency and conservation renovations if it obtains the ENERGY STAR® Label prior to the Government's acceptance of the space (or not later than
one year after the Lease award date for succeeding and superseding leases).
H. If no improvements are proposed, the Offeror must demonstrate to the Government using the ENERGY STAR® Online Tools why no energy
efficiency and conservation improvements are cost effective. If such explanation is unreasonable, the offer may be rejected.
I. All new buildings being specifically constructed for the Government must achieve the ENERGY STAR® Label within 18 months after
occupancy by the Government.
3.06 ACCESSIBILITY
The Building, Leased Space, and areas serving the Leased Space shall be accessible to persons with disabilities in accordance with the Architectural
Barriers Act Accessibility Standard (ABAAS), Appendices C and D to 36 CFR Part 1191 (ABA Chapters 1 and 2, and Chapters 3 through 10). To the
extent the standard referenced in the preceding sentence conflicts with local accessibility requirements, the more stringent shall apply.
3.07 TOILET ROOMS (ON -AIRPORT APR 2011)
Government employees shall have access to all public toilet facilities for men and women in the Airport terminal at all times without additional
payment.
3.08 HEATING VENTILATION AND AIR CONDITIONING (ON -AIRPORT APR 2011)
A. Temperatures shall conform to local commercial equivalent temperature levels and operating practices 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 this Lease. The Lessor shall perform any necessary systems start-up required to meet the commercially equivalent temperature
levels prior to the first hour of each day's operation. At all times, humidity shall be maintained below 60 percent relative humidity.
B. The Lessor shall conduct HVAC system balancing after all HVAC system alterations during the term of the lease and shall make a
reasonable attempt to schedule major construction outside of office hours.
C. Normal HVAC systems maintenance shall not disrupt tenant operations.
3.09 MECHANICAL, ELECTRICAL AND PLUMBING (APR 2011)
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.
3.10 TELECOMMUNICATIONS (ON -AIRPORT APR 2011)
LEASE NO. GS-07B-17079, PAGE 8 LESSOR&1�7 GOVERNMENT: GSA FORM L201D (SEPTEMBER 2011)
A. 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.
B. 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.
C. 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.
LEASE NO. GS-07B-17079, PAGE 9 LESSOR: Zg�GOVERNMENT: GSA FORM L201D (SEPTEMBER 2011)
SECTION 4 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM
4.01 SERVICES, UTILITIES, AND MAINTENANCE (ON -AIRPORT APR 2011)
The Lessor is responsible for providing all utilities necessary for base building and tenant operations and all associated costs are included as a part of
the established rental rates. The following services, utilities, and maintenance shall be provided by the Lessor as part of the rental consideration
(check all that apply):
® HEAT
®
TRASH REMOVAL
®
ELEVATOR SERVICE
® INITIAL & REPLACEMENT ❑ OTHER
® ELECTRICITY
®
CHILLED DRINKING WATER
®
WINDOW WASHING
LAMPS. TUBES & BALLASTS (Speafy below)
® POWER (Special Equip.)
®
AIR CONDITIONING
Frequency AS Needed
❑ PAINTING FREQUENCY
® WATER (Hot & Cold)
®
TOILET SUPPLIES
❑
CARPET CLEANING
Space
® SNOW REMOVAL
❑
JANITORIAL SERV. & SUPP.
Frequency
Public Areas
The Lessor shall have an onsite building superintendent or a locally designated representative available to promptly respond to deficiencies, and
immediately address all emergency situations.
4.02 PROVISION OF SERVICES, ACCESS, AND ROUTINE HOURS (APR 2011)
The Government shall have access to the Premises and its Appurtenant Areas at all times without additional payment, including the use, during other
than routine hours, of necessary services and utilities such as elevators, toilets, lights, and electric power. Cleaning shall be performed after tenant
working hours unless daytime cleaning is specified as a special requirement elsewhere in this Lease. Janitorial Services shall not be required on
weekends or federal holidays. Services, maintenance, and utilities shall be provided from 7 AM to 5 PM 7 days per week.
4.03 MAINTENANCE AND TESTING OF SYSTEMS (APR 2011)
A. The Lessor is responsible for the total maintenance and repair of the leased premises. Such maintenance and repairs include the 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 current applicable codes, and inspection
certificates shall be displayed as appropriate. Copies of all records in this regard shall be forwarded to the GSA 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, standpipes, fire pumps, emergency lighting, illuminated exit signs, emergency generator, etc., to
ensure proper operation. These tests shall be witnessed by a designated representative of the contracting officer.
4.04 HAZARDOUS MATERIALS (APR 2011)
The leased space shall be free of hazardous materials in compliance with all applicable Federal, state, and local environmental laws and regulations
including, but not limited to, the following:
A. The leased space shall be free of all asbestos containing materials, except undamaged asbestos flooring in the space or undamaged boiler or
pipe insulation outside the space, in which case an asbestos management program conforming to EPA guidance shall be implemented.
B. The Lessor shall provide Space to the Government that is free from actionable mold and free from any conditions that reasonably can be
anticipated to permit the growth of actionable mold or are indicative of the possibility that actionable mold will be present ("Indicators").
Actionable mold is mold of types and concentrations in excess of that found in the local outdoor air.
2. The Lessor shall be responsible for conducting the remediation in accordance with the relevant provisions of the document entitled
"Mold Remediation in Schools and Commercial Buildings" (EPA 402-K-01-001, March 20D1), published by EPA, as same may be amended or revised
from time to time, and any other applicable Federal, state, or local laws, regulatory standards, and guidelines.
3. The Lessor acknowledges and agrees that the Government shall have a reasonable opportunity to inspect the leased space after
conclusion of the remediation. If the results of the Government's inspection indicate that the remediation does not comply with the plan or any other
applicable Federal, state, or local laws, regulatory standards, or guidelines, the Lessor, at its sole cost, expense, and risk, shall immediately take all
further actions necessary to bring the remediation into compliance.
4. If the Lessor fails to exercise due diligence, or is otherwise unable to remediate an actionable -mold problem, the Government may
implement a corrective action program and deduct its costs from the rent.
4.05 INDOOR AIR QUALITY
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 (CO2), and formaldehyde (HCHO) are not exceeded. The indicator levels for office areas shall be: CO 9 ppm time
weighted average (TWA 8 hour sample); CO2 1,000 ppm (TWA); HCHO 0.1 ppm (TWA).
LEASE NO. GS-07B-17079, PAGE 10
LESSOR' " GOVERNMENT:
GSA FORM L201D (September 2011)
B. The Lessor shall promptly investigate indoor air quality (IAQ) complaints presented by the GSA representative signing this document, and shall
develop and implement, in consultation with GSA, the controls deemed necessary to address a given complaint.
C. 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 rooms, 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.
D. 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.
E. Where hazardous gasses or chemicals (any products with data in the Health and Safety section of the MSDS sheets) may be present or used,
including large-scale copying and printing rooms, segregate areas with deck -to -deck partitions with separate outside exhausting at a rate of at least
0.5 cubic feet per minute per sq. ft., no air recirculation. The mechanical system must operate at a negative pressure compared with the surrounding
spaces of at least an average of 5 Pa (pascal) (0.02 inches of water gauge) and with a minimum of 1 Pa (0.004 inches of water gauge) when the doors
to the rooms are closed.
4.06 RECYCLING
Where state or local law, code, or ordinance requires recycling programs (including mercury -containing lamps) for the Space to be provided pursuant
to this Lease, the Lessor shall comply with such state and local law, code, or ordinance in accordance with GSA Form 3517. General Clauses,
552.270-8, Compliance with Applicable Law. During the lease term, the Lessor agrees, upon request, to provide the Government with additional
information concerning recycling programs maintained in the Building and in the Leased Space.
LEASE NO. GS-07B-17079, PAGE 11 LESSORGOVERNMENT: GSA FORM L201D (SEPTEMBER 2011)
Page 1 of 1
file://C:ItempinotesE259CD\Offices 6-07(4)(2).vsd 6/19/2W7
ON -AIRPORT GENERAL CLAUSES
(Acquisition of Leasehold Interests in Real Property)
CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE
DEFINITIONS
1
552.270-4
Definitions (Variation)
GENERAL
2
552.270-11
Successors Bound
3
552.270-23
Subordination, Nondisturbance and
Attornment
4
552.270-24
Statement of Lease
5
552.270-25
Substitution of Tenant Agency
6
552.270-26
No Waiver
7
552.270-27
Integrated Agreement
8
552.270-28
Mutuality of Obligation
PERFORMANCE
9
552.270-17
Delivery and Condition
10
552.270-21
Effect of Acceptance and Occupancy
11
552.270-6
Maintenance of Building and Premises -
Right of Entry (Variation)
12
552.270-10
Failure in Performance
13
552.270-22
Default by Lessor During the Term
14
552.270-7
Fire and Casualty Damage
15
552.270-8
Compliance with Applicable Law
16
552,270-12
Alterations
INSPECTION
17
552.270-9
Inspection -Right of Entry
PAYMENT
18
52.204-7
Central Contractor Registration (Variation)
19
552.232-75
Prompt Payment
20
552.232-76
Electronic Funds Transfer Payment
(Variation)
21
52.232-23
Assignment of Claims
22
552.270-20
Payment (Variation)
STANDARDS OF CONDUCT 23
552.203-5
Covenant Against Contingent Fees
24
52.203-7
Anti -Kickback Procedures
ADJUSTMENTS
25
552.203-70
Price Adjustment for Illegal or Improper
Activity
26
552.270-14
Changes (Variation)
AUDITS
27
552.215-70
Examination of Records by GSA
28
52.215-2
Audit and Records -Negotiation
DISPUTES
29
52.233-1
Disputes
LABOR STANDARDS
30
52.222-21
Prohibition of Segregated Facilities
SUBCONTRACTING
31
52.209-6
Protecting the Government's Interest When
Subcontracting With Contractors Debarred,
Suspended, or Proposed for Debarment
The information collection requirements
regulation, have been approved by the
contained in this solicitation/contract, that are not required by
Office of Management and Budget pursuant to the Paperwork
Reduction Act and assigned
theYOBontrol No. 3090-0163.
INITIALS:
Lr=SSOR
G NMENT
GSA FORM 3517G PAGE 1 (REV 02111)
GENERAL CLAUSES
(Acquisition of Leasehold Interests in Real Property)
552.270-4 DEFINIT#ONS (SEP 1999) (VARIATION)
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 Lessors 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.
(1) "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.
(m) "Usable square feet" means the ANSI/BOMA Z65.1-1996 definition for BOMA usable office
area, which means "The area where a tenant normally houses personnel and/or furniture, for
which a measurement is to be computed."
(n) "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.
INITIALS:;P�Ihl
&
L SOR GOIrMENT GSA FORM 3517G PAGE 2 (REV 02/11)
2. 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.
3. 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.
4. 552.270-24 STATEMENT OF LEASE (SEP 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 Cont ng Officer does not warrant or represent that the premises or
INITIALS: &
LESSO GO NMENT GSA FORAM 3517G PAGE 3 (REV 02111)
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.
5. 652.270-25 SUBSTITUTION OF TENANT AGENCY
The Government may, at any time and from time to time, substitute any Government agency or
agencies doing business on the airport premises for the Government agency or agencies, if any,
named in the lease.
6. 552.270-26 NO WAIVER (SEP1999)
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.
7. 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.
8. 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.
9. 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.
(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.
10. 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.
11. 552.270-6 MAINTENANCE OF BUILDING AND PREMISES —RIGHT OF ENTRY (SEP 1999)
(VARIATION)
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.
INITIALS: 8
L S R GTNMENT GSA FORM 3517G PAGE 4 (REV 02111)
12. 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 payment 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.
13. 562.270-22 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.
(2) Repeated and unexcused failure by Lessor to comply with one or more requirements
of this lease shall constitute a default notwithstanding that one or all such failures shall
have been timely cured pursuant to this clause.
14. 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.
15. 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.
16. 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.
INITIALS: A/ & _
LECSO GcJMENT GSA FORM 3517G PAGE 5 (REV 02/11)
17. 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.
18. 52.204-7 CENTRAL CONTRACTOR REGISTRATION (OCT 2003) (VARIATION)
(a) Definitions. As used in this clause —
"Central Contractor Registration (CCR) database" means the primary Government repository
for Contractor information required for the conduct of business with the Government.
"Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by
Dun and Bradstreet, Inc. (D&B) to identify unique business entities.
"Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number
assigned by D&B plus a 4-character suffix that may be assigned by a business concern.
(D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned
at the discretion of the business concern to establish additional CCR records for identifying
alternative Electronic Funds Transfer (EFT) accounts for the same parent concern.
"Offeror" means the owner of the property offered, not an individual or agent representing the
owner.
"Registered in the CCR database" means that—
(1) The Contractor has entered all mandatory information, including the DUNS number or
the DUNS+4 number, into the CCR database; and
(2) The Government has validated all mandatory data fields and has marked the record
"Active."
(b) (1) By submission of an offer, the Offeror acknowledges the requirement that a
prospective awardee must be registered with D&B and in the CCR database prior to
award, during performance, and through final payment of any contract resulting from
this solicitation.
(2) The Offeror shall enter in the appropriate block, on the GSA Form 3518, entitled
Representations and Certifications, the legal entity's name and address, followed by
the DUNS or DUNS +4 number that identifies the Offeror's name and address exactly
as stated in the offer. The DUNS number will be used by the Contracting Officer to
verify that the Offeror is registered in the CCR database.
(c) If the Offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to
obtain one.
r
INITIALS: &
L LrS OR GOV IINMENT GSA FORM 3517G PAGE 6 (REV 02111)
(1) An Offeror may obtain a DUNS number—
(i) If located within the United States, by calling Dun and Bradstreet at 1-866-705-
5711 or via the Internet at http://www.dnb.—, or
(ii) If located outside the United States, by contacting the local Dun and Bradstreet
office.
(2) The Offeror should be prepared to provide the following information:
(i) Company legal business.
(ii) Tradestyle, doing business, or other name by which your entity is commonly
recognized,
(iii) Company Physical Street Address, City, State, and ZIP Code.
(iv) Company Mailing Address, City, State and ZIP Code (if separate from physical).
(v) Company Telephone Number.
(vi) Date the company was started.
(vii) Number of employees at your location.
(viii) Chief executive officer/key manager.
(ix) Line of business (industry).
(x) Company Headquarters name and address (reporting relationship within your
entity).
(d) If the Offeror does not become registered in the CCR database in the time prescribed by the
Contracting Officer, the Contracting Officer will proceed to award to the next otherwise
successful registered Offeror.
(e) Processing time, which normally takes 48 hours, should be taken into consideration when
registering. Offerors who are not registered should consider applying for registration
immediately upon receipt of this solicitation.
(f) The Contractor is responsible for the accuracy and completeness of the data within the CCR
database, and for any liability resulting from the Government's reliance on inaccurate or
incomplete data. To remain registered in the CCR database after the initial registration, the
Contractor is required to review and update on an annual basis from the date of initial
registration or subsequent updates its information in the CCR database to ensure it is
current, accurate and complete. Updating information in the CCR does not alter the terms
and conditions of this contract and is not a substitute for a properly executed contractual
document.
(g) (1) (i) If a Contractor has legally changed its business name, "doing business as"
name, or division name (whichever is shown on the contract), or has transferred
the assets used in performing the contract, the Contractor shall comply with the
requirements of Subpart 42.12 of the Federal Acquisition Regulations (FAR)
and provide the responsible Contracting Officer a fully revised and
initialed/signed GSA Form 3518, entitled Representations and Certifications,
along with written notification of its intention to (A) change the name in the CCR
database; and (B) provide the Contracting Officer with sufficient documentation
to verify and confirm the legally changed name or change in ownership.
(ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of
this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this
clause, and, in the absence of a properly executed novation or change -of -name
agreement, the CCR information that shows the Contractor to be other than the
Contractor indicated in the contract will be considered to be incorrect
information within the meaning of the "Suspension of Payment" paragraph of
the electronic funds transfer (EFT) clause of this contract.
(2) The Contractor shall not change the name or address for EFT payments or manual
payments, as appropriate, in the CCR record to reflect an assignee for the purpose of
assignment of claims. Assignees shall be separately registered in the CCR database.
Information provided to the Contractor's CCR record that indicates payments,
including those made by EFT, to an ultimate recipient other than that Contractor will be
considered to be incorrect information.
(h) Offerors and Contractors may obtain information on registration and annual confirmation
requirements via the internet at hftp://www.ccr.gov or by calling 1-888-227-2423, or
269-961-5757.
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19. 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 15tt' 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 15tt' 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 30t:' day after the designated billing office has received a proper invoice
from they Contractor.
(ii) The 30 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 30t 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.
(c) Interest Penalty.
(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 afta due date through the payment date.
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'LESSOR GOfRNMENT GSA FORM 3517G PAGE 8 (REV 02/11)
(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.
20. 652.232-76 ELECTRONIC FUNDS TRANSFER PAYMENT (MAR 2000) (VARIATION)
(a) The Government will make payments under this lease by electronic funds transfer (EFT).
The Lessor must, no later than 30 days before the first payment:
(1) Designate a financial institution for receipt of EFT payments.
(2) Submit this designation to the Contracting Officer or other Government official, as
directed.
(b) The Lessor must provide the following information:
(1) The American Bankers Association 9-digit identifying number for Automated Clearing
House (ACH) transfers of the financing institution receiving payment if the institution
has access to the Federal Reserve Communications System.
(2) Number of account to which funds are to be deposited.
(3) Type of depositor account ("C" for checking, "S" for savings).
(c) If the Lessor, during the performance of this contract, elects to designate a different financial
institution for the receipt of any payment, the appropriate Government official must receive
notice of such change and the required information specified above no later than 30 days
before the date such change is to become effective.
(d) The documents furnishing the information required in this clause must be dated and contain
the:
(1) Signature, title, and telephone number of the Lessor or the Lessor's authorized
representative.
(2) Lessor's name.
(3) Lease number.
(e) Lessor's failure to properly designate a financial institution or to provide appropriate payee
bank account information may delay payments of amounts otherwise properly due.
21. 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986)
(Applicable to leases over $2,500.)
(a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727,
41 U.S.C. 15 (hereafter referred to as "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.
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LESSOR GOlf
RNMENT GSA FORM 3517G PAGE 9 (REV 02111)
(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.
22. 552.270-20 PAYMENT (SEP 1999) (VARIATION)
(a) When space is offered and accepted, the ANSIIBOMA Office Area square footage delivered
will be confirmed by:
(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 ANSIIBOMA Office
Area square footage stated in the lease.
(c) if it is determined that the amount of ANSIIBOMA 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 ANSIIBOMA 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.
23. 552.203-5 COVENANT AGAINST CONTINGENT FEES (FEB 1990)
(Applicable to leases over $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.
24. 52.203-7 ANTI -KICKBACK PROCEDURES (JUL 1995)
(Applicable to leases over $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 comp nsation of any kind which is provided, directly or indirectly, to any
prime Contractor, prir,�€7ontractor employee, subcontractor, or subcontractor employee for
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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.
"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 small 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 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
paragraph (c)(5) but excepting paragraph (c)(1), in all subcontracts under this contract
which exceed $100,000.
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LESSOR GOOrMENT GSA FORM 3517G PAGE 11 (REV 02/11)
25. 662.203-70 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1999)
(Applicable to leases over $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
(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.
26. 562.270-14 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, provided the Lessor consents to the
change:
(1) Specifications (including drawings and designs);
(2) Work or services;
(3) Facilities or space layout; or
(4) Amount of space,.
(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;
(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.
(c) The Lessor shall assert its right to an adjustment under this clause within 30 days from the
date of receipt of the change order and shall submit a proposal for adjustment. Failure to
agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in
this clause shall excuse the Lessor from proceeding with the change as directed.
(d) Absent such written ch ge order, the Government shall not be liable to Lessor under this
clause.
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27. 662.215-70 EXAMINATION OF RECORDS BY GSA (FEB 1996)
The Contractor agrees that the Administrator of General Services or any duly authorized
representative shall, until the expiration of 3 years after final payment under this 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.
28. 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.
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LESSOR GO MENT GSA FORM 3517G PAGE 13 (REV 02/11)
(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.
(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.
29. 62.233-1 DISPUTES (JUL 2002)
(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. 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. 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 91 $100,000 or less, the Contracting Officer must, if requested in
writing by the Contras render a decision within 60 days of the request. For Contractor -
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SSOR GO NMENT GSA FORM 3517G PAGE 14 (REV 02/11)
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 dispute 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
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.
30. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
(Applicable to leases over $10,000.)
(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.
31. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING
WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR
DEBARMENT (JAN 2005)
(Applicable to leases over $25,000)
(a) The Government suspends or debars Contractors to protect the Government's interests. The
Contractor shall not enter into any subcontract in excess of $25,000 with a Contractor that is
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 $25,000: 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 a designee of the Contractor shall notify the Contracting Officer, in
writing, before enterin nto a subcontract with a party that is debarred, suspended, or
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proposed for debarment (see FAR 9.404 for information on the Excluded Parties List
System). The notice must include the following:
(1) The name of the subcontractor.
(2) The Contractor's knowledge of the reasons for the subcontractor being in the
Excluded Parties List System.
(3) The compelling reason(s) for doing business with the subcontractor notwithstanding its
inclusion in the Excluded Parties List System.
(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_
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L SSOR G0fRNMENT GSA FORM 3517G PAGE 16 (REV 02/11)
REPRESENTATIONS AND CERTIFICATIONS I Lease Number Dated
(Acquisition of Leasehold Interests in Real Property) GS-07B-17079
Complete appropriate boxes, sign the form, and attach to offer.
The Offeror makes the following Representations and Certifications. NOTE: The "Offeror, " as used on
this form, is the owner of the property offered, not an individual or agent representing the owner.
1. 52.222-22 -PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)
(Applicable to leases over $10,000.)
The Offeror represents that —
(a) It [ ] has, [ ] has not participated in a previous contract or subcontract subject to the Equal
Opportunity clause of this solicitation;
(b) It [ ] 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.)
2. 52.222-26 - AFFIRMATIVE ACTION COMPLIANCE (APR 1984)
(Applicable to leases over $10,000 and which include the clause at FAR 52.222-26, Equal
Opportunity.)
The Offeror represents that —
(a) It [ ] 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.)
3. 52.203-02 - CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985)
(Applicable to leases over $100,000 average net annual rental, including option periods.)
(a) 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
[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.
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LESSOR GOVPRNMENT GSA FORM 3518G PAGE 1 (REV 2111)
(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.
4. 52.204-3 - TAXPAYER IDENTIFICATION (OCT 1998)
(a) Definitions.
"Common parent," as used in this 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 provision, means the number
required by the Internal Revenue Service (IRS) to be used by the Offeror in reporting income
tax and other returns. The TIN may be 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(d),
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).
[x] TIN: 75-60005906
[ ] 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;
j ] Offeror is an agency or instrumentality of the Federal government;
(e) Type of organization.
[ ] Sole proprietorship; [x] Government entity (Federal, State, or local);
[ ] Partnership; [ ] Foreign government;
[ ] Corporate entity (not tax-exempt); [ ] International organization per 26 CFR 1.6049-4;
[ ] Corporate entity (tax-exempt); [ ] 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
5. 52.204-6 — Data Universal Numbering System (DUNS) Number (OCT 2003)
(a) The Offeror shall enter, in the block with its name and address on the cover page of its offer,
the annotation "DUNS" or °DUNS+4" followed by the DUNS number or "DUNS+4" that
identifies the Offers n e and address exactly as stated in the offer. The DUNS number
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LLPSSOR GO LAMENT GSA FORM 3518G PAGE 2 (REV 2/11)
is a nine -digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS
number plus a 4-character suffix that may be assigned at the discretion of the Offeror to
establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT)
accounts (see Subpart 32.11) for the same parent concern.
(b) If the Offeror does not have a DUNS number, it should contact Dun and Bradstreet directly
to obtain one.
(1) An offeror may obtain a DUNS number —
If located within the United States, by calling Dun and Bradstreet at 1-866-705-
5711 or via the Internet at hjW4A%vAY.dnb.com; or
(lI) If located outside the United States, by contacting the local Dun and Bradstreet
office.
(2) The Offeror should be prepared to provide the following information:
Companyy legal business name.
Tradesiyle, doing business, or other name by which your entity is commonly
A
recognized.
m Company physical street address, city, state and zip code.
nr Company mailing address, city, state and rip code (if separate from physical).
( Company telephone number.
(w Date the company was started.
(vil Number of employyees at your location.
(vill Chief executive officer/k manager.
(ix Line of business (industry).
(x Company Headquarters name and address (reporting relationship within your
entity).
6. DUNS NUMBER (JUN 2004)
Notwithstanding the above instructions, In addition to inserting the DUNS Number on the offer
cover page, the Offeror shall also provide its DUNS Number as part of this submission:
DUNS # as82213t193
7. CENTRAL CONTRACTOR REGISTRATION (JAN 2007)
The Central Contractor Registration (CCR) System Is a centrally located, searchable database
which assists in the development, maintenance, and provision of sources for future procurements.
The Offeror must be registered in the CCR p6or to lease award. The Offeror shall register via the
Internet at htto:/Aivww.ocr.gov. To remain active, the Offeror/Lessor is required to update or renew
its registration annually.
[xl Registration Active and Copy Attached
[ ] Will Activate Registration and Submit Copy to the Government Prior to Award
OFFEROR OR NAME, ADDRESS (INCLUDING ZIP CODE) TELEPHONE
AUTHORIZED C,'yy .o f L.bboc k_ NUMBER
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LESSOR GG MENT GSA FORM 3518G PAGE 3 (REV 2111)
is a nine -digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS
number plus a 4-character suffix that may be assigned at the discretion of the Offeror to
establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT)
accounts (see Subpart 32.11) for the same parent concern.
(b) If the Offeror does not have a DUNS number, it should contact Dun and Bradstreet directly
to obtain one.
(1) An Offeror may obtain a DUNS number—
(i) If located within the United States, by calling Dun and Bradstreet at 1-866-705-
5711 or via the Internet at http://www.dnb.com; or
(ii) If located outside the United States, by contacting the local Dun and Bradstreet
office.
(2) The Offeror should be prepared to provide the following information:
(i) Company legal business name.
(ii) Tradestyle, doing business, or other name by which your entity is commonly
recognized.
(iii) Company physical street address, city, state and zip code.
(iv) Company mailing address, city, state and zip code (if separate from physical).
(v) Company telephone number.
(vi) Date the company was started.
(vii) Number of employees at your location.
(viii) Chief executive officer/key manager.
(ix) Line of business (industry).
(x) Company Headquarters name and address (reporting relationship within your
entity).
6. DUNS NUMBER (JUN 2004)
Notwithstanding the above instructions, in addition to inserting the DUNS Number on the offer
cover page, the Offeror shall also provide its DUNS Number as part of this submission:
DUNS # 058213893
7. CENTRAL CONTRACTOR REGISTRATION (JAN 2007)
The Central Contractor Registration (CCR) System is a centrally located, searchable database
which assists in the development, maintenance, and provision of sources for future procurements.
The Offeror must be registered in the CCR prior to lease award. The Offeror shall register via the
Internet at http://www.ccr,gov. To remain active, the Offeror/Lessor is required to update or renew
its registration annually.
[x] Registration Active and Copy Attached
[ ] Will Activate Registration and Submit Copy to the Government Prior to Award
OFFEROR OR NAME, ADDRESS (INCLUDING ZIP CODE) TELEPHONE
AUTHORIZED NUMBER
REPRESENTATIVE
Signature Date
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