Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink AboutECAT20-01 TSA LeaseDocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC148226168 LEASE NO. GS-08P-LC000105 GSA FORM L20 On -Airport Lease 1 D(October20191 This Lease Is made and entered Into between Eagle County Air Terminal Corp. (Lessor), whose principal place of business Is 500 Broadway, Eagle, CO 81631-0850, and whose Interest In the Property described herein is that of Fee Owner, end The United Slates of America (Government), acting by and through the designated representative of the General Services Administration (GSA), upon the terms end conditions set forth herein. Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows: Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at Eagle County Regional Airport, 217 Eldon Wilson Rd., Gypsum, CO 81637-9753 and more fully described in Section 1 and Exhibit A, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by GSA. LEASE TERM To Have and To Hold the said Premises with its appurtenances for the term beginning upon acceptance of the Premises as required by this Lease and continuing for a period of 5 Years, 3 Years Flrrn, subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, along with any applicable termination and renewal rights, shall be December 1, 2019. 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: FOR HE G V RN NT: C Nau. Name: Heather Jones Title: _ �Q��ArISS:•-� I T tie: Lease Contracting Officer Entity: Eagle County Air Terminal Corp Date: / Z- Z,3 -1 R General Services A anis ation, Public Buildings Service Dale: I The information collection requirements contained in this Solicitation/Contract. that are not required by the regulation, have been approved by the Once of Management and Budget pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163. LEASE NO. GS-08P-LC000105, PAGE 1 GSA FORM 201D REV (10119) DocuS,gn Envelope ID, AD6D0D1F-IBCC-4F92-8166-5AC14822616B SECTION 1 THE PREMISES, RENT, AND OTHER TERMS.............................................................................................................................. 3 1.01 THE PREMISES (SEP 2015)................................................................................................................................................................... 3 1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013) ....................................................... .......... 3 ................................................................. 1.03 RENT AND OTHER CONSIDERATION (ON -AIRPORT) (OCT 2019)..................................................................................................... 3 1.04 TERMINATION RIGHTS (ON -AIRPORT) (SEP 2013)............................................................................................................................. 3 1.05 RENEWAL RIGHTS (OCT 2016)............................................................................................................................................................. 4 1.06 DOCUMENTS INCORPORATED IN THE LEASE (ON -AIRPORT) (OCT 2019)..................................................................................... 4 1.07 OPERATING COST BASE (OCT 2016).................................................................................................................................................. 4 108 LESSOR'S DUNS NUMBER (OCT 2017)............................................................................................................................................... 4 SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS.............................................................................................................. 5 2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016)............................................................................................................................... 5 2.02 AUTHORIZED REPRESENTATIVES (OCT 2016).................................................................................................................................. 6 2.03 WAIVER OF RESTORATION (OCT 2018)................................................................................_.............................................................. 6 2.04 OPERATING COSTS ADJUSTMENT (JUN 2012)......................................................................................... .......................... .... 6 2.05 RELOCATION RIGHTS JUN 2012 . . . . ..... ........... ....................... . 2.06 RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON -AIRPORT) (JUN 2012) ..................................................... 6 2.07 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (ON -AIRPORT) (MAY 2015)......................................................... 6 2.08 ALTERATIONS PRIOR TO ACCEPTANCE (JUN 2012)_ ......................................................................................... 7 ............................... 2.09 SYSTEM FOR AWARD MANAGEMENT (OCT 2019)............................................................................................................................. 7 2.10 SECURITY UPGRADES DUE TO IMMEDIATE THREAT (APR 2011)...................................................................................................... 7 SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS.................................................................................................. 8 3.01 BUILDING SHELL REQUIREMENTS (ON -AIRPORT) (SEP 2013)........................................................................................................ 8 3.02 MEANS OF EGRESS (MAY 2015).......................................................................................................................................................... 8 3.03 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 2013)........................................................................................................................... 8 3.04 FIRE ALARM SYSTEM (SEP 2013)......................................................................................................................................................... 8 3.05 ENERGY INDEPENDENCE AND SECURITY ACT (DEC 2011)............................................................................................................. 9 3.06 ACCESSIBILITY (FEB 2007)................................................................................................................................................................... 9 3.07 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011)..................................................................................................... 9 3.08 RESTROOMS (ON -AIRPORT) (JUN 2012)............................................................................................................................................. 9 3.09 HEATING, VENTILATION, AND AIR CONDITIONING (ON -AIRPORT) (APR 2011).............................................................................. 9 310 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (ON -AIRPORT) (SEP 2013)....................................................................... 9 SECTION 4 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM............................................................................ 10 4-01 SERVICES. UTILITIES, AND MAINTENANCE (ON -AIRPORT) (OCT 2013)........................................................................................ 10 4.02 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS FOR AIRPORT OCCUPANCIES (SEP 2013) ................................. 10 4.03 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2013)................................................................................................10 4.04 RECYCLING (ON -AIRPORT) (JUN 2012).............................................................................................................................................. 10 4.05 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013)........................................................................................................................... 10 4.06 .... 10 4.07 INDOOR AIR QUALITY (OCT 2019)...................................................................................................................................................... 10 408 HAZARDOUS MATERIALS (ON -AIRPORT) (OCT 2018)...................................................................................................................... 11 409 OCCUPANT EMERGENCY PLANS (SEP 2013) ............................................... .................. 11 SECTION 5 ADDITIONAL TERMS AND CONDITIONS................................................................................................................................. 12 5.01 AIRPORT DE-FEDERALZIED.......................................................................................................................................12 5.02 PAYEES...................................................................................................................... ...........................12 5.03 JANITORIAL CHECKLIST...................................................................................................................................................................... 12 LEASE NO. GS-08P-LCO00105, PAGE 2 LESSOR: j.A. GOVERNMENT: GSA FORM 2010 REV (1Oil 9) DocuSign Envelope ID: AD6DODiF-i8CC-4F92-8166-5AC14822616B SECTION 1 THE PREMISES, RENT, AND OTHER TERMS 1.01 THE PREMISES (SEP 2015) The Premises are described as follows: A. Office and Related Space: 1,171 rentable square feet (RSF), yielding 1,171 ANSI/BOMA Office Area (ABOA) square feet (SF) of office and related Space, as depicted on the floor plan(s) attached hereto as Exhibit A. B. Common Area Factor: The Common Area Factor (CAF) is established as 1.0. This factor, which represents the conversion from ABOA to rentable square feet, shall be used for purposes of rental adjustments in accordance with the Payment Clause of the General Clauses. 1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013) The Government shall have the non-exclusive right to the use of Appurtenant Areas, and shall have the right to post Rules and Regulations Governing Conduct on Federal Property, Title 41, CFR, Part 102-74, Subpart C within such areas. The Government will coordinate with Lessor to ensure signage is consistent with Lessor's standards. Appurtenant to the Premises and included in the Lease are rights to use the following: A. Parking: 1 parking spaces as depicted on the plan attached hereto as Exhibit B, reserved for the exclusive use of the Government, of which 0 shall be structured/inside parking spaces and 1 shall be surface/outside parking spaces. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property. B. Antennas, Satellite Dishes and Related Transmission Devices: (1) Space located on the roof of the Building sufficient in size for the installation and placement of telecommunications equipment, (2) the right to access the roof of the Building, and (3) use of all Building areas (e.g . chases, plenums, etc.) necessary for the use, operation, and maintenance of such telecommunications equipment at all times during the term of this Lease. 1.03 RENT AND OTHER CONSIDERATION (ON -AIRPORT) (OCT 2019) A. The Government shall pay the Lessor annual rent payable monthly in arrears at the following rates: 'Subject to annual CPI adjustments B. Rent Is subject to adjustment based upon a mutual measurement of the Space upon acceptance, not to exceed 1,171 ABOA SF. 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 prorated based on the actual number of days of occupancy for that month. D. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses. Rent shall be payable using the EFT information contained in the System for Award Management (SAM). In the event the EFT information changes, the Lessor shall be responsible for providing the updated information to SAM. Failure by the Lessor to maintain an active registration in SAM may result in delay of rental payments until such time as the SAM registration is activated. This registration service is free of charge. The Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following: The leasehold interest in the Property described herein in the paragraph entitled "The Premises," Performance or satisfaction of all other obligations set forth in this Lease; and, 3. All services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accor- dance 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) (SEP 2013) A. The Government may terminate this Lease, in whole or in part, at any time during the term of this lease with 60 days' prior written notice to the Lessor if (1) regularly scheduled commercial air services cease, (ii) the airport opts to replace TSA screeners with private contractors, (iii) the checkpoint supported by the leased Space is closed, or (iv) the Government reduces its presence at the airport due to a reduction in enplanements LEASE NO. GS-08P-LC000105, PAGE 3 LESSOR: GOVERNMENT: GSA FORM 201D REV (10119) Years 1 - 5 Annual Rate I RSF Shell Rental Rate FAnnRent 1.04 $57.75 Operating Costs .12* $12.22' Full Service Rate 1.16 $69.97 'Subject to annual CPI adjustments B. Rent Is subject to adjustment based upon a mutual measurement of the Space upon acceptance, not to exceed 1,171 ABOA SF. 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 prorated based on the actual number of days of occupancy for that month. D. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses. Rent shall be payable using the EFT information contained in the System for Award Management (SAM). In the event the EFT information changes, the Lessor shall be responsible for providing the updated information to SAM. Failure by the Lessor to maintain an active registration in SAM may result in delay of rental payments until such time as the SAM registration is activated. This registration service is free of charge. The Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following: The leasehold interest in the Property described herein in the paragraph entitled "The Premises," Performance or satisfaction of all other obligations set forth in this Lease; and, 3. All services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accor- dance 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) (SEP 2013) A. The Government may terminate this Lease, in whole or in part, at any time during the term of this lease with 60 days' prior written notice to the Lessor if (1) regularly scheduled commercial air services cease, (ii) the airport opts to replace TSA screeners with private contractors, (iii) the checkpoint supported by the leased Space is closed, or (iv) the Government reduces its presence at the airport due to a reduction in enplanements LEASE NO. GS-08P-LC000105, PAGE 3 LESSOR: GOVERNMENT: GSA FORM 201D REV (10119) DocuS gn Envelope ID AD6DODIF-IBCC-4F92-8166-5AC14822616B 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. B. The Government may terminate this Lease, in whole or in part, at any time effective after the Firm Tenn of this Lease, by providing not less than 60 days' prior written notice to the Lessor. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice, whichever is later No rental shall accrue after the effective date of termination. 1.05 RENEWAL RIGHTS (OCT 2016) This Lease may be renewed at the option of the Government for term of two 5 YEAR renewals at the following rental rate(s): OPTION TERM YEARS 6 -10 ANNUAL RENT ANNUAL RATE /RSF OPTION TERM YEARS 11 -15 ANNUAL RENT ANNUAL RATE I RSF SHELL RENTAL RATE TBD AT YEAR 6 TBD AT YEAR 6 TBD AT YEAR 11 1TBDATYEARll OPERATING COST BASIS SHALL CONTINUE OPERATING COST BASIS SHALL CONTINUE OPERATING COSTS FROM THE EFFECTIVE YEAR OF THE LEASE. FROM THE EFFECTIVE YEAR OF THE LEASE. OPTION TERM IS SUBJECT TO CONTINUING OPTION TERM IS SUBJECT TO CONT;NUING ANNUAL ADJUSTMENTS. ANNUAL ADJUSTMENTS. provided notice is given to the Lessor at least 120 days before the end of the original lease term, all other terms and conditions of this Lease, as same may have been amended, shall remain in full force and effect during any renewal term. Termination rights outlined "Termination Rights" paragraph apply to all renewal terms. 1.06 DOCUMENTS INCORPORATED IN THE LEASE (ON -AIRPORT) (OCT 2019) The following documents are attached to and made part of the Lease: DOCUMENT NAME No. OF PAGES EXHIBIT Floor Plans 1 A Parkin Plans 1 B GSA Form 3517B, General Clauses 16 C Covered Telecommunications Equipment or Services Representation 2 D 1.07 OPERATING COST BASE (OCT 2016) The parties agree, for the purpose of applying the paragraph titled "Operating Costs Adjustment; that the Lessor's base rate for operating costs shall be $12.22 per RSF 1.08 LESSOR'S DUNS NUMBER (OCT 2017) Lessor's Dun & Bradstreet DUNS Number: 623343808, LEASE NO. GS-08P-LC000105. PAGE 4 LESSOR' + GOVERNMENT: GSA FORM 201 D REV (1Oil 9) DocuSign Envelope ID: AD6D0D1F-iBCC-4F92-8166-5AC14822616B SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS 2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016) Unless otherwise specifically noted, all terms and conditions set forth in this Lease shall be interpreted by reference to the following definitions, standards, and formulas: A. Appurtenant Areas. Appurtenant Areas are defined as those areas and facilities on the Property that are not located within the Premises, but for which rights are expressly granted under this Lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to the Government's enjoyment of the Premises and express appurtenant rights. B. Broker. If GSA awarded this Lease using a contract real estate broker, Broker shall refer to GSA's broker. C. Building. Building(s) situated on the Property in which the Premises are located. D. 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." E. Common Area Factor. The "Common Area Factor" (CAF) is a conversion factor determined by the Building owner and applied by the owner to the ABOA SF to determine the RSF for the leased Space. The CAF Is expressed as a percentage of the difference between the amount of rentable SF and ABOA SF, divided by the ABOA SF. For example 11,500 RSF and 10,000 ABOA SF will have a CAF of 15% [(11,500 RSF-10,000 ABOA SF)/10,000 ABOA SF). For the purposes of this Lease, the CAF shall be determined in accordance with the applicable ANSIIBOMA standard for the type of space to which the CAF shall apply. F. Contract. Contract shall mean this Lease. G. Contractor. Contractor shall mean Lessor. H. Days. All references to "day" or "days" in this Lease shall mean calendar days, unless specified otherwise. I. FAR. All references to the FAR shall be understood to mean the Federal Acquisition Regulation, codified at 48 CFR Chapter 1. J. Firm Term/Non-Firm Term. The Firm Term is that part of the Lease term that is not subject to termination rights. The Non -Firm Term is that part of the Lease term following the end of the Firm Term. K. GSAR. All references to the GSAR shall be understood to mean the GSA supplement to the FAR, codified at 48 CFR Chapter 5. L. Lease Term Commencement Date. The date on which the Lease term commences. M. Lease Award Date. The dale the LCO executes the Lease and mails or otherwise furnishes written notification of the executed Lease to the successful Offeror (date on which the parties' obligations under the Lease begin). N. Premises. The Premises are defined as the total Office Area or other type of Space, together with all associated common areas, described In Section 1 of this Lease, and delineated by plan in the attached exhibit. Parking and other areas to which the Government has rights under this Lease are not included in the Premises. 0. Progerty. The Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant Areas (e.g., parking areas) to which the Government is granted rights. P. Rentable Space or Rentable Sguare Feet (RSF). Rentable Space is the area for which a tenant is charged rent. It is determined by the Building owner and may vary by city or by building within the same city. The Rentable Space may include a share of Building support/common areas such as elevator lobbies, Building corridors, and floor service areas. Floor service areas typically include restrooms janitor rooms, telephone closets, electrical closets, and mechanical rooms. The Rentable Space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Rentable Square Feet is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.) included in the Premises: ABOA SF of Space x (1 + CAF) = RSF. Q. Space. The Space shall refer to that part of the Premises to which the Government has exclusive use, such as Office Area, or other type of Space. Parking areas to which the Government has rights under this Lease are not included in the Space. R. Office Area. For the purposes of this Lease, Space shall be measured in accordance with the standard (Z65.1-1996) provided by American National Standards Institute/Building Owners and Managers Association (ANSIIBOMA) for Office Area, which means "the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed." References to ABOA mean ANSIIBOMA Office Area. S. Working Days. Working Days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays. LEASE NO. GS-08P-LC000106, PAGE 5 LESSOR:`/ v� GOVERNMEN GSA FORM 201D REV (1Oil 9) DocuSign Envelope ID: AD6DODIF-IBCC4F92-8166-5AC14822616B 2.02 AUTHORIZED REPRESENTATIVES (OCT 2016) Signatories to this Lease shall have full authority to bind their respective principals with regard to all matters relating to this Lease. No other persons shall be understood to have any authority to bind their respective principals, except to the extent that such authority may be explicitly delegated by notice to the other party, or to the extent that such authority is transferred by succession of Interest The Government shall have the right to substitute Its Lease Contracting Officer (LCO) by notice, without an express delegation by the prior LCO 2.03 WAIVER OF RESTORATION (OCT 2018) Lessor shall have no right to require the Government to restore the Premises upon expiration or earlier termination (full or partial) of the Lease, and waives all claims against the Government for waste, damages, or restoration ansing from or related to (a) the Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as (b) any Initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government At its sole option, the Government may abandon property in the Space following expiration or earlier termination (full or partial) of the Lease, In which case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith. 2.04 OPERATING COSTS ADJUSTMENT (JUN 2012) A. Beginning with the second year of the Lease and each year thereafter, the Government shall pay annual incremental adjusted rent for changes In costs for cleaning services, supplies, materials, maintenance, trash removal, landscaping, water, sewer charges, heating, electricity, and certain administrative expenses attributable to occupancy. B. The amount of adjustment will be determined by multiplying the base rate by the annual percent of change in the Cost of Living Index. The percent change will be computed by comparing the index figure published for the month prior to the Lease Term Commencement Date with the index figure published for the month prior which begins each successive 12 -month period. For example, a Lease which commences in June of 2005 would use the Index published for May of 2005. and that figure would be compared with the index published for May of 2006, May of 2007, and so on, to determine the percent change. The Cost of Living Index will be measured by the Department of Labor revised Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI -W), U.S. city average, all items, (1982 to 1984 = 100) published by the Bureau of Labor Statistics. Payment will be made with the monthly installment of fixed rent. Rental adjustments will be effective on the anniversary date of the Lease; however, payment of the adjusted rental rate will become due on the first workday of the second month following the publication of the Cost of Living Index for the month prior to the commencement of each 12 -month period. C. In the event of any decreases in the Cost of Living Index occurring during the term of the occupancy under the Lease, the rental amount will be reduced accordingly. The amount of such reductions will be determined in the same manner as increases in rent provided under this paragraph. D. If the Government exercises an option to extend the Lease term at the same rate as that of the original term. the option price will be based on the adjustment during the original term. Annual adjustments will continue. 2.05 RELOCATION RIGHTS (JUN 2012) If it becomes necessary in the orderly development of the Airport. Lessor 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 Lessor shall provide the Government a minimum of 120 days prior written notice. Lessor shall be responsible for all costs for such relocation, Including all costs for moving furniture, office equipment, telephone and data lines, and any other costs associated with replicating necessary operational features provided in the space originally leased. 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 for which the Airport charges tenants a lower rate, in which event the parties shall negotiate a reduction in the rental rate. 2.06 RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON -AIRPORT) (JUN 2012) 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 the Eagle County Regional Airport 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, leases 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 1 SA to screen passengers and baggage is expressly excluded from this Lease. 2.07 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (ON -AIRPORT) (MAY 2015) A. The Lessor shall provide floor plans for the Space and a valid Certificate of Occupancy (C of O), issued by the local jurisdiction, for the Intended use of the Government If the local jurisdiction does not Issue C of O's or if the C of O is not available, the Lessor may satisfy this condition by providing a report prepared by a licensed fire protection engineer that verifies that the Space complies with all applicable local fire protection and life safety codes and ordinances and all fire protection and life safety-related requirements of this Lease. B Neither the Government's acceptance of the Premises for occupancy or acceptance of related appurtenances, nor the Govemment'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 LEASE NO. GS-08P-LC000105, PAGE 6 LESSOR: GOVERNMENT: GSA FORM 201D REV (10/19) DocuSign Envelope ID: AD6DODIF-I8CC-4F92-8166-5AC14822616B 2.08 ALTERATIONS PRIOR TO ACCEPTANCE (JUN 2012) The Government's rights stated under the General Clause "Alterations" also apply to initial build -out of the Premises. 2.09 SYSTEM FOR AWARD MANAGEMENT (OCT 2019) The Offeror must have an active registration in the System for Award Management (SAM), via the Internet at HTTPS://VWWV.A000ISITION.GOV, prior to submission of initial proposals. Registration must be for purposes of "All Awards" and Include completion of all required representations and certifications within SAM. Registration must be active 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 registration in SAM. No change of ownership of the leased Premises will be recognized by the Government until the new owner registers in SAM. 2.10 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-08P-LC0001OS, PAGE 7 LESSOR /LL GOVERNMENT: GSA FORM 201D REV (10/19) DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC148226168 SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS 3.01 BUILDING SHELL REQUIREMENTS (ON -AIRPORT) (SEP 2013) A. The Building Shell shall be designed, constructed, and maintained in accordance with the standards set forth herein and completed prior to acceptance of Space 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 Tis. 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(s) necessary to meet code is provided as part of the shell. 3.02 MEANS OF EGRESS (MAY 2015) A. Prior to occupancy, the Premises and any parking garage areas shall meet or will be upgraded to meet, either the applicable egress requirements in the National Fire Protection Association, Life Safety Code (NFPA 101), or the International Code Council, International Building Code (IBC)_ each current as of the Lease Award Date, or use an alternative approach or method that achieves an equivalent level of safety deemed acceptable by the Government. B. The Space shall have unrestricted 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 an 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 3.03 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 2013) A. Any portion of the Space located below -grade, including parking garage areas, and all areas in a Building referred to as "hazardous areas" (defined in National Fire Protection Association (NFPA) 101) that are located within the entire Budding (including non -Government areas) shall be protected by an automatic fire sprinkler system or an equivalent level of safety. B. For Buildings in which any portion of the Space is on or above the sixth floor, then, at a minimum, the Building up to and Including the highest floor of Government occupancy shall be protected by an automatic fire sprinkler system or an equivalent level of safety. C. For Buildings in which any portion of the Space is on or above the sixth floor, and lease of the Space will result, either individually or in combination with other Government Leases in the Building, in the Government leasing 35 000 or more ANSUBOMA Office Area SF of Space in the Building, then the entire Building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety. D. Automatic fire sprinkler system(s) shall be insta'led in accordance with the requirements of NFPA 13, Standard for the Installation of Sprinkler Systems that was in effect on the actual date of installation. E. Automatic fire sprinkler system(s) shall be maintained in accordance with the requirements of NFPA 25, Standard for the Inspection, Testing, and Maintenance of Water-based Fire Protection Systems (current as of the t ease Award Date). F. "Equivalent level of safety" means an alternative design or system (which may include automatic fire sprinkler systems), based upon fire protection engineering analysis, which achieves a level of safety equal to or greater than that provided by automatic fire sprinkler systems. 3.04 FIRE ALARM SYSTEM (SEP 2013) A. A Building -wide fire alarm system shall be installed in the entire Bu!'d!ng in which any portion of the Space is located on the 3 I floor or higher B. The fire alarm system shall be installed in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code that was in effect on the actual date of installation. C. The fire alarm system shall be maintained in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date). D. The fire alarm system shall transmit all fire alarm signals to the local fire department via any of the folowing means: directly to the local fire department, to the (911) public communications center, to a central station. to a remote supervising station, or to a proprietary. supervising station. LEASE NO. GS-08P-LC000105, PAGE 8 LESSOR: GOVERNMENT: GSA FORM 201D I REV (1Oil 9) DocuSign Envelope ID: AD6DODiF-iBCC-4F92-8166-5AC14822616B E. If the Building's fire alarm control unit Is over 25 years old as of the Lease Award Date, Lessor shall Install a new fire alarm system in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date), prior to Government acceptance and occupancy of the Space. 3.05 ENERGY INDEPENDENCE AND SECURITY ACT (DEC 2011) A. The Energy Independence and Security Act (EISA) establishes the following requirements for Government Leases in Buildings that have not earned the ENERGY STAR® Label conferred by the Environmental Protection Agency (EPA) within one year prior to the due date for final proposal revisions rmost recent year'). B. If this Lease was awarded under any of EISA's Section 435 statutory exceptions, the Lessor shall either: 1. Earn the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease); or 2. Complete energy efficiency and conservation Improvements if any, agreed to by Lessor in lieu of eaming the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease). C. If this Lease was awarded to a Building to be built or to a Building predominantly vacant as of the due date for final proposal revisions and was unable to earn the ENERGY STAR® label for the most recent year (as defined above) due to insufficient occupancy, but was able to demonstrate sufficient evidence of capability to earn the ENERGY STAR® label, then Lessor must earn the ENERGY STAR® label within 18 months after occupancy by the Government. 3.06 ACCESSIBILITY (FEB 2007) 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 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (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. 3.08 RESTROOMS (ON -AIRPORT) (JUN 2012) Government employees shall have access to all public restroom facilities for men and women in the Airport terminal at all times without additional payment. 3.09 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. The Lessor shall make a reasonable attempt to maintain these temperatures throughout the leased Premises and service areas, regardless of the 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. 3.10 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (ON -AIRPORT) (SEP 2013) A. The Government may elect to contract its own telecommunications (voice, data, video, Internet, or other emerging technologies) service in the Space. 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 antennas (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-08P-LCO00105, PAGE 9 LESSOR GOVERNMENT: GSA FORM 201 D REV (10119) DocuSign Envelope ID: AD6DODIF-iBCC-4F92-8166-5AC14822616B SECTION 4 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM 4.01 SERVICES, UTILITIES, AND MAINTENANCE (ON -AIRPORT) (OCT 2013) 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 ® IN'TIAL & REPLACEMENT ® OTHER ® ELECTRICITY ® CH LLED DRINKING WATER ® WINDOW WASHING LAMPS TUBES 6 BALLASTS Ispepry below) ® POWER (Special Equ p) ® AIR CONDITIONING Frequency 1 x annually ® PA'NTiNG FREQUENCY See Section 5.03 ® WATER (Hot & Cdd) ® RESTROOM SUPPLIES ® CARPET CLEANING Space every 5 years ® SNOW REMOVAL ® JANITORIAL SERV is SUPP Freq:,ency i x annually Pub',c Areas as needed 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 NORMAL HOURS FOR AIRPORT OCCUPANCIES (SEP 2013) The Government shall have access to the Premises and its Appurtenant Areas at all times without additional payment, including the use, during other than normal hours, of necessary services and utilities such as elevators, restrooms, 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 4:30AM to 7:30PM Sunday through Saturday. 4.03 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2013) 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 thls regard shall be forwarded to the Government's designated representative. B At the Lessor's expense. the Government reserves the right to require documentation of proper operations, inspection, testing, and maintenance of fire protection systems. such as, but not limited to, fire alarm, fire sprinkler, standpipes, fire pump, emergency lighting. Illuminated exit signs, emergency generator, prior to occupancy to ensure proper operation. These tests shall be witnessed by the Government's designated representative. 4.04 RECYCLING (ON -AIRPORT) (JUN 2012) Where slate 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. 4.05 RANDOLPHSHEPPARD COMPLIANCE (SEP 2013) During the tens of the Lease, the Lessor may not establish vending facilities within the leased Space that will compete with any Randolph -Sheppard vending facilites. 4.07 INDOOR AIR QUALITY (OCT 2019) A. The Lessor shale control airborne contaminants at the source and/or operate the Space in such a manner that indoor air quality action limits identified in the PBS Desk Guide for Indoor Atr Quality Management (Companion to GSA Order PBS 1000 8) OSHA regulatory limits, and generally accepted consensus standards are not exceeded . B. The Lessor shall avoid the use of products containing toxic, hazardous, carcinogenic, flammable, or corrosive ingredients as determined from the product label or manufacturer's safety data sheet. The Lessor shall use available odor -free or low odor products when applying paints, glues, lubricants, and similar wet products. When such equivalent products are not available, lessor shall use the alternate products outside normal working hours. Except In an emergency, the Lessor shall provide at least 72 hours advance notice to the Government before applying chemicals or products with noticeable odors in occupied Spaces and shall adequately ventilate those Spaces during and after application. LEASE NO. GS-O8P-LC000105 PAGE 10 LESSOR:yam^ '� GOVERNMENT: GSA FORM 201 D REV (1Oil 9) DocuSign Envelope ID: A06DODIF-IBCC-4F92-8166-5AC14822616B C. The Lessor shall serve as first responder to any occupant complaints about Indoor air quality (IAQ). The Lessor shall promptly investigate such complaints and implement the necessary controls to address each complaint. Investigations shall include testing as needed, to ascertain the source and severity of the complaint. D. The Government reserves the right to conduct independent IAQ assessments and detailed studies in Space that it occupies, as well as in space serving the Space (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 LCO. The Lessor shall take corrective action to correct any tests or measurements that do not meet GSA policy action limits In the PBS Desk Guide for Indoor Air Quality Management (Companion to GSA Order PBS 1000.8), OSHA regulatory limits and generally accepted consensus standards. E. The Lessor shall provide to the Government safety data sheets (SDS) 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 the Space, common building areas, ventilation systems and zones serving the Space, and the area above suspended ceilings and engineering space in the same ventilation zone as the Space. F. The Lessor shall use high efficiency (NEPA) filtration vacuums for cleaning and minimum MERV 10 rated ventilation system filtration whenever feasible. G. The Lessor is encouraged to comply with best practices outlined in Appendix D- Indoor Air Quality In GSA Leased Facilities (Best Practices) within the PBS Desk Guide for Indoor Air Quality Management (Companion to GSA Order PBS 1000.8). 4.08 HAZARDOUS MATERIALS (ON -AIRPORT) (OCT 2018) The leased Space shall be free of hazardous materials, hazardous substances, and hazardous wastes, as defined by and according to applicable Federal, state, and local environmental 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 ongoing water leaks or moisture infiltration. The Space and ventilation zones serving the Space shall also be free of visible mold or actionable airborne mold. 1. Actionable mold is either visible mold or airborne mold of types and concentrations in excess of that found in the local outdoor air or non -problematic control areas elsewhere in the same building, whichever is lower. The Lessor shall safely remediate all actionable mold in accordance with sub -paragraph B.2 below 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, September 2008), 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 the actionable mold, the Government may implement a corrective action program and deduct its costs from the rent. 4.09 OCCUPANT EMERGENCY PLANS (SEP 2013) The Lessor is required to cooperate, participate and comply with the development and Implementation of the Government's Occupant Emergency Plan (OEP) and if necessary, a supplemental Shelter -in Place (SIP) Plan. Periodically, the Government may request that the Lessor assist in reviewing and revising its OEP and SIP. The Plan, among other things, must include an annual emergency evacuation drill, emergency notification procedures for the Lessor's Building engineer or manager, Building security, local emergency personnel, and Government agency personnel. LEASE NO. GS-08P-LC000105. PAGE 11 LESSOR: GOVERNMENT: GSA FORM 201D REV (10/19) DocuSign Envelope ID: AD6D0D1 F-1 BCC-4F92-8166-5AC14822616B SECTION 5 ADDITIONAL TERMS AND CONDITIONS 5.01 AIRPORT DE -FEDERALIZED The Government reserves the right to terminate the lease with sixty (60) days written notice to the Lessor at any point during the term of the lease, including the firm term, should the airport become de -federalized. 5.02 PAYEE Rent shall be payable through Electronic Fund Transfer (EFT) to: 5.03 JANITORIAL CHECKLIST Daily • Empty all waste baskets and replace liners Twice Weekly • Spot clean walls • Dust window sills and door jams • Dust horizontal. low and high surfaces up to 8 feet (except kitchen) • Dust all exposed filing cabinets, bookcases and shelves • Dust and damp mop hard floors • Vacuum carpeted floor in open lanes • Vacuum carpel and edges that are exposed and reachable • Vacuum hard floors using hard floor tool and backpack • Damp mop hard floors with sanitizer, Including kitchen • Clean sink, counter and outside microwave and fridge Weekly • Dust and mop mezzanine TSA Western office Monthly • Dust horizontal, low and high surfaces up to 8 feet in kitchen • Dust and mop shared space hallway Twice Annually • Top to bottom cleaning - Desks. panels, walls, light fixtures, all exposed horizontal surfaces • VCT Tile - Power scrub and rinse extract ceramic tiles • VCT Tile - Refinish floor with EPIC urethane coating • Upholstery -- Extract wet cleanable furniture Annually • Steam clean upholstery chars AS Needed • Replace soap and paper towels in kitchen and restrooms LEASE NO. GS-0815-LC000105, PAGE 12 LESSOR: iM GOVERNMENT: GSA FORM 201 D REV (1Oil 9) EAGLE COUNTY AIR TERMINAL CORPORATION m unart�ow a..w, OOUC, ExL EXN W?Ex-0 M N'3 WI W3 W! WI EI ES E] E4 ES EE Et ExfE ti EAGLE COUNTY N„on FLYVAlff wT m � I Y � 1' Y Gensler 0 o I � I NS %3•--r- f ' '2 Ex 1, .. _j. Exa 1.T_ P. EX TSA Office Space Ex 3 Description Quantity Unit -� ■ Area Measurement 1,171 sf Exa =00S TE PLAN -CONSTRUCTION • LEVEL 01 Geon Nora LECOO KETPLAN H4 w Exa y A1.121 DocuSign Enve'ope+D ADSDODIF-IBCC4F92-8166-5AC148226168 Exhibit -B.- DocuSign Envelope ID: AD60001F-1BCC-4F92-8166-5AC14822616B ADJUSTMENTS 28 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY 29 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA 30 552.270-13 PROPOSALS FOR ADJUSTMENT 31 CHANGES AUDITS 32 552.215-70 EXAMINATION OF RECORDS BY GSA 33 52.215-2 AUDIT AND RECORDS—NEGOTIATION LESSOR: GOVERNMENT: GSA FORM 35178 REV (10119) Page 1 GENERAL CLAUSES (Acquisition of Leasehold Interests in Real Property) CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE GENERAL 1 SUBLETTING AND ASSIGNMENT 2 552.270-11 SUCCESSORS BOUND 3 552.270-23 SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT 4 552.270-24 STATEMENT OF LEASE 5 552.270-25 SUBSTITUTION OF TENANT AGENCY 6 552.270-26 NO WAIVER 7 INTEGRATED AGREEMENT 8 552.270-28 MUTUALITY OF OBLIGATION PERFORMANCE 9 DELIVERY AND CONDITION 10 DEFAULT BY LESSOR 11 552.270-19 PROGRESSIVE OCCUPANCY 12 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT 13 FIRE AND CASUALTY DAMAGE 14 COMPLIANCE WITH APPLICABLE LAW 15 552.270-12 ALTERATIONS 16 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY PAYMENT 17 52.204-7 SYSTEM FOR AWARD MANAGEMENT 18 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE 19 552.270-31 PROMPT PAYMENT 20 52.232-23 ASSIGNMENT OF CLAIMS 21 PAYMENT 22 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER— SYSTEM FOR AWARD MANAGEMENT STANDARDS OF CONDUCT 23 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT 24 552.270-32 COVENANT AGAINST CONTINGENT FEES 25 52-203-7 ANTI -KICKBACK PROCEDURES 26 52-223-6 DRUG-FREE WORKPLACE 27 52.203-14 DISPLAY OF HOTLINE POSTER(S) ADJUSTMENTS 28 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY 29 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA 30 552.270-13 PROPOSALS FOR ADJUSTMENT 31 CHANGES AUDITS 32 552.215-70 EXAMINATION OF RECORDS BY GSA 33 52.215-2 AUDIT AND RECORDS—NEGOTIATION LESSOR: GOVERNMENT: GSA FORM 35178 REV (10119) Page 1 DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B DISPUTES 34 52.233-1 DISPUTES LABOR STANDARDS 35 52.222-26 EQUAL OPPORTUNITY 36 52.222-21 PROHIBITION OF SEGREGATED FACILITIES 37 52.219-28 POST -AWARD SMALL BUSINESS PROGRAM REREPRESENTATION 38 52.222-35 EQUAL OPPORTUNITY FOR VETERANS 39 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES 40 52.222-37 EMPLOYMENT REPORTS ON VETERANS SUBCONTRACTING 41 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT 42 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA 43 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS 44 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN 45 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN 46 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST- TIER SUBCONTRACT AWARDS OTHER 47 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT 48 552.204-70 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT 49 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS The information collection requirements contained in this solicitation/contract that are not required by regulation have been approved by the Office of Management and Budget (OMB) pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163. LESSOR: GOVERNMENT: GSA FORM 3517B REV (10/19) Page 2 DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B GENERAL CLAUSES (Acquisition of Leasehold Interests in Real Property) 1. SUBLETTING AND ASSIGNMENT (JAN 2011) The Government may sublet any part of the premises but shall not be relieved from any obligations under this lease by reason of any such subletting. The Government may at any time assign this lease, and be relieved from all obligations to Lessor under this lease excepting only unpaid rent and other liabilities, if any, that have accrued to the date of said assignment. Any subletting or assignment shall be subject to prior written consent of Lessor, which shall not be unreasonably withheld. 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, NON -DISTURBANCE 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 non -disturbance 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. LESSOR GOVERNMENT: GSA FORM 3517B REV (10/19) Page 3 DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B 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 Contracting Officer does not warrant or represent that the premises or building comply with applicable Federal, State and local law; and (4) That the Lessor, and each prospective lender and purchaser are deemed to have constructive notice of such facts as would be ascertainable by reasonable pre -purchase and pre -commitment inspection of the Premises and Building and by inquiry to appropriate Federal, State and local Government officials. 5. 552.270-25 SUBSTITUTION OF TENANT AGENCY (SEP 1999) The Government may, at any time and from time to time, substitute any Government agency or agencies for the Government agency or agencies, if any, named in the lease. 6. 552.270-26 NO WAIVER (SEP 1999) No failure by either party to insist upon the strict performance of any provision of this lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent or other performance by either party during the continuance of any such breach shall constitute a waiver of any such breach of such provision. 7. INTEGRATED AGREEMENT (JUN 2012) This Lease, upon execution, contains the entire agreement of the parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions of the Lease. Except as expressly attached to and made a part of the Lease, neither the Request for Lease Proposals nor any pre -award communications by either party shall be incorporated in 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. DELIVERY AND CONDITION (JAN 2011) (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) The Government may elect to accept the Space notwithstanding the Lessor's failure to deliver the Space substantially complete; if the Government so elects, it may reduce the rent payments. LESSOR: GOVERNMENT-4GSA FORM 3117B REV (10119) Page 4 DocuSlgn Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B 10. DEFAULT BY LESSOR (APR 2012) (a) The following conditions shall constitute default by the Lessor, and shall give rise to the following rights and remedies for the Government: (1) Prior to Acceptance of the Premises. Failure by the Lessor to diligently perform all obligations required for Acceptance of the Space within the times specified, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may terminate the Lease on account of the Lessor's default. (2) After Acceptance of the Premises. Failure by the Lessor to perform any service, to provide any item, or satisfy any requirement of this Lease, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may perform the service, provide the item, or obtain satisfaction of the requirement by its own employees or contractors. If the Government elects to take such action, the Government may deduct from rental payments its costs incurred in connection with taking the action. Alternatively, the Government may reduce the rent by an amount reasonably calculated to approximate the cost or value of the service not performed, item not provided, or requirement not satisfied, such reduction effective as of the date of the commencement of the default condition. (3) Grounds for Termination. The Government may terminate the Lease if: (i) The Lessor's default persists notwithstanding provision of notice and reasonable opportunity to cure by the Government, or (ii) The Lessor fails to take such actions as are necessary to prevent the recurrence of default conditions, and such conditions (i) or (ii) substantially impair the safe and healthful occupancy of the Premises, or render the Space unusable for its intended purposes. (4) Excuse. Failure by the Lessor to timely deliver the Space or perform any service, provide any item, or satisfy any requirement of this Lease shall not be excused if its failure in performance arises from: (i) Circumstances within the Lessor's control; (ii) Circumstances about. which the Lessor had actual or constructive knowledge prior to the Lease Award Date that could reasonably be expected to affect the Lessor's capability to perform, regardless of the Government's knowledge of such matters; (iii) The condition of the Property; (iv) The acts or omissions of the Lessor, its employees, agents or contractors; or (v) The Lessor's inability to obtain sufficient financial resources to perform its obligations. (5) The rights and remedies specified in this clause are in addition to any and all remedies to which the Government may be entitled as a matter of law. 11. 552.270-19 PROGRESSIVE OCCUPANCY (SEP 1999) The Government shall have the right to elect to occupy the space in partial increments prior to the substantial completion of the entire leased premises, and the Lessor agrees to schedule its work so as to deliver the space incrementally as elected by the Government. The Government shall pay rent commencing with the first business day following substantial completion of the entire leased premise unless the Government has elected to occupy the leased premises incrementally. In case of incremental occupancy, the Government shall pay rent pro rata upon the first LESSOR: /L GOVERNMENT: GSA FORM 35178 / REV (1Oil 9) Page 5 DocuSzgn Envelope ID. AD6DODIF-IBCC-4F92-8166-5AC14822616B business day following substantial completion of each incremental unit. Rental payments shall become due on the first workday of the month following the month in which an increment of space is substantially complete, except that should an increment of space be substantially completed after the fifteenth day of the month, the payment due date will be the first workday of the second month following the month in which it was substantially complete The commencement date of the firm lease term will be a composite determined from all rent commencement dates. 12. MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (APR 2015) The Lessor shall maintain the Property, including the building, building systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition 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. Upon request of the Lease Contracting Officer (LCO), the Lessor shall provide written documentation that building systems have been properly maintained, tested, and are operational within manufacturer's warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards and all other requirements of this Lease, including standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc. The Government shall have the right, at any time after the Lease Award Date and during the term of the Lease, to inspect all areas of the Property to which access is necessary for the purpose of determining the Lessor's compliance with this clause. 13. FIRE AND CASUALTY DAMAGE (JUN 2016) If the building in which the Premises are located is totally destroyed or damaged by fire or other casualty, this Lease shall immediately terminate. If the building in which the Premises are located are only partially destroyed or damaged, so as to render the Premises untenantable, or not usable for their intended purpose, the Lessor shall have the option to elect to repair and restore the Premises or terminate the Lease. The Lessor shall be permitted a reasonable amount of time, not to exceed 270 days from the event of destruction or damage, to repair or restore the Premises, provided that the Lessor submits to the Government a reasonable schedule for repair of the Premises within 60 days of the event of destruction or damage. If the Lessor fails to timely submit a reasonable schedule for completing the work, the Government may elect to terminate the Lease effective as of the date of the event of destruction or damage. If the Lessor elects to repair or restore the Premises, but fails to repair or restore the Premises within 270 days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage. During the time that the Premises are unoccupied, rent shall be abated. Termination of the Lease by either party under this clause shall not give rise to liability for either party. 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. 14. COMPLIANCE WITH APPLICABLE LAW (JAN 2011) Lessor shall comply with all Federal, state and local laws applicable to its ownership and leasing of the Property, including, without limitation, laws applicable to the construction, ownership, alteration or operation of all buildings, structures, and facilities located thereon, and obtain all necessary permits, licenses and similar items at its own expense. The Government will comply with all Federal, State and local laws applicable to and enforceable against it as a tenant under this lease, provided that nothing in this Lease shall be construed as a waiver of the sovereign immunity of the Government. This Lease shall be governed by Federal law. 15. 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 LESSOR: ✓�(� GOVERNMENT: GSA FORM 35178 REV (1Oil 9) Page 6 DocuSign Envelope ID: A136130DIF-1BCC-4F92-8166-5AC14822616B 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. 16. ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (APR 2015) (a) Ten (10) working days prior to the completion of the Space, the Lessor shall issue written notice to the Government to schedule the inspection of the Space for acceptance. The Government shall accept the Space only if the construction of building shell and Tis conforming to this Lease and the approved DIDs is substantially complete, and a Certificate of Occupancy has been issued as set forth below. (b) The Space shall be considered substantially complete only if the Space may be used for its intended purpose and completion of remaining work will not unreasonably interfere with the Government's enjoyment of the Space. Acceptance shall be final and binding upon the Government with respect to conformance of the completed Tls to the approved DIDs, with the exception of items identified on a punchlist generated as a result of the inspection, concealed conditions, latent defects, or fraud, but shall not relieve the Lessor of any other Lease requirements. (c) The Lessor shall provide a valid Certificate of Occupancy, 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 Certificate of Occupancy is not available, the Lessor may satisfy this condition by providing a report prepared by a licensed fire protection engineer that indicates that the Space and Building are compliant with all applicable local codes and ordinances and all fire protection and life safety-related requirements of this Lease to ensure an acceptable level of safety is provided. Under such circumstances, the Government shall only accept the Space without a Certificate of Occupancy if a licensed fire protection engineer determines that the offered space is compliant with all applicable local codes and ordinances and fire protection and life safety-related requirements of this Lease. 17. 52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018) This clause is incorporated by reference. 18. 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018) This clause is incorporated by reference. 19. 552.270-31 PROMPT PAYMENT (JUN 2011) The Government will make payments under the terms and conditions specked in this clause. Payment shall be considered as being made on the day a check is dated or an electronic funds transfer is made. All days referred to in this clause are calendar days, unless otherwise specified. (a) Payment due date— (1) Rental payments. Rent shall be paid monthly in arrears and will be due on the first workday of each month, and only as provided for by the lease. (i) When the date for commencement of rent falls on the 15th day of the month or earlier, the initial monthly rental payment under this contract shall become due on the first workday of the month following the month in which the commencement of the rent is effective. (ii) When the date for commencement of rent falls after the 15th day of the month, the initial monthly rental payment under this contract shall become due on the first workday of the second month following the month in which the commencement of the rent is effective (2) Other payments. The due date for making payments other than rent shall be the later of the following two events: LESSOR: GOVERNMENT: GSA FORM 3517B REV (10/19) Page 7 DocuSign Envelope ID. AD6DOD1 F-1BCC-4F92-8166-5AC14822616B (i) The 30th day after the designated billing office has received a proper invoice from the Contractor. (ii) The 30th day after Government acceptance of the work or service. However, if the designated billing office fails to annotate the invoice with the actual date of receipt, the invoice payment due date shall be deemed to be the 30th day after the Contractor's invoice is dated, provided a proper invoice is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (b) Invoice and inspection requirements for payments other than rent. (1) The Contractor shall prepare and submit an invoice to the designated billing office after completion of the work. A proper invoice shall include the following items: (i) Name and address of the Contractor. (ii) Invoice date. (iii) Lease number. (iv) Government's order number or other authorization. (v) Description, price, and quantity of work or services delivered. (vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the remittance address in the lease or the order). (vii) Name (where practicable), title, phone number, and mailing address of person to be notified in the event of a defective invoice. (2) The Government will inspect and determine the acceptability of the work performed or services delivered within seven 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 seven day inspection period. If the work or service is rejected for failure to conform to the technical requirements of the contract, the seven 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 3O -day increments inclusive from the first day after the due date through the payment date. (3) Interest penalties will not continue to accrue after the filing of a claim for such penalties under the clause at 52.233-1, Disputes, or for more than one 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. LESSOR: aim GOVERNMENT: GSA FORM 3517B REV (10119) Page 8 DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B (d) Overpayments. If the Lessor becomes aware of a duplicate payment or that the Government has otherwise overpaid on a payment, the Contractor shall— (1) Return the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the— (i) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (ii) Affected lease number; (iii) Affected lease line item or sub -line item, if applicable; and (iii) Lessor point of contact. (2) Provide a copy of the remittance and supporting documentation to the Contracting Officer. 20. 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) (Applicable to leases over the micro -purchase threshold.) (a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 6305 (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. (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. 21. PAYMENT (MAY 2011) (a) When space is offered and accepted, the amount of American National Standards Institute/Building Owners and Managers Association Office Area (ABOA) 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 ABOA square footage stated in the lease. (c) If it is determined that the amount of ABOA square footage actually delivered is less than the amount agreed to in the lease, the lease will be modified to reflect the amount of ABOA space delivered and the annual rental will be adjusted as follows: ABOA square feet not delivered multiplied by one plus the common area factor (CAF), multiplied by the rate per rentable square foot (RSF). That is: (1+CAF) x Rate per RSF = Reduction in Annual Rent !4 LESSOR: GOVERNMENT: GSA FORM 35178 REV (10119) Page 9 DocuSign Envelope ID: ADBDODIF-IBCC-4Fg2-8166-5AC14822616B 22. 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—SYSTEM FOR AWARD MANAGEMENT (OCT 2018) This clause is incorporated by reference. 23. 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015) (Applicable to leases over $5.5 million total contract value and performance period is 120 days or more.) This clause is incorporated by reference. 24. 552.270-32 COVENANT AGAINST CONTINGENT FEES (JUN 2011) (Applicable to leases over the Simplified Lease Acquisition Threshold.) (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. (1) 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. (2) 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. (3) Improper influence, as used in this clause, means any influence that induces or tends to induce a Government employee or offi..er to give consideration or to act regarding a Government contract on any basis other than the merits of the matter. 25. 52.203-7 ANTI -KICKBACK PROCEDURES (MAY 2014) (Applicable to leases over the Simplified Lease Acquisition Threshold.) This clause is incorporated by reference. 26. 52.223-6 DRUG-FREE WORKPLACE (MAY 2001) (Applicable to leases over the Simplified Lease Acquisition Threshold, as well as to leases of any value awarded to an individual.) This clause is incorporated by reference. 27. 52.203-14 DISPLAY OF HOTLINE POSTER(S) (OCT 2015) (Applicable to leases over $5.5 Million total contract value and performance period is 120 days or more.) (a) Definition. "United States," as used in this clause, means the 50 States, the District of Columbia, and outlying areas. (b) Display of fraud hotline poster(s) Except as provided in paragraph (c) -- LESSOR: M GOVERNMENT: GSA FORM 35178 REV (10119) Page 10 DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B (1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites— (i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and (ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer. (2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website. (3) Any required posters may be obtained as follows: Poster(s) Obtain from GSA Office of Inspector General "FRAUDNET HOTLINE Contracting Officer (Contracting Officer shall insert— (i) Appropriate agency name(s) and/or title of applicable Department of Homeland Security fraud hotline poster); and (ii) The website(s) or other contact information for obtaining the poster(s).) (c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters. (d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5.5 million, except when the subcontract— (1) Is for the acquisition of a commercial item; or (2) Is performed entirely outside the United States. 28. 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JUN 2011) (Applicable to leases over the Simplified Lease Acquisition Threshold.) (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 five percent of the amount of the rental for each month of the remaining term of the lease, including any option periods, and recover five percent of the rental already paid; (2) Reduce payments for alterations not included in monthly rental payments by five 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 thereof. The Lessor shall have a period determined by the LESSOR: GOVERNMENT: GSA FORM 3517E REV (1 0119) Page 11 DocuSlgn Envelope ID: AD6DOD1 F-1BCC-4F92-8166-5AC14822616B 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. 29. 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (AUG 2011) (Applicable when cost or pricing data are required for work or services over $750,000.) This clause is incorporated by reference. 30. 552.270-13 PROPOSALS FOR ADJUSTMENT (OCT 2016) This clause is incorporated by reference. 31. CHANGES (MAR 2013) (a) The LCO may at any time, by written order, direct changes to the Tenant Improvements within the Space, Building Security Requirements, or the services required under the Lease. (b) If any such change causes an increase or decrease in Lessor's costs or time required for performance of its obligations under this Lease, whether or not changed by the order, the Lessor shall be entitled to an amendment to the Lease providing for one or more of the following: (1) An adjustment of the delivery date; (2) An equitable adjustment in the rental rate; (3) A lump sum equitable adjustment; or (4) A change to the operating cost base, if applicable. (c) The Lessor shall assert its right to an amendment 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, the pendency of an adjustment or existence of a dispute shall not excuse the Lessor from proceeding with the change as directed. (d) Absent a written change order from the LCO, or from a Government official to whom the LCO has explicitly and in writing delegated the authority to direct changes, the Government shall not be liable to Lessor under this clause. 32. 552.215-70 EXAMINATION OF RECORDS BY GSA (JUL 2016) This clause is incorporated by reference. 33. 52.215-2 AUDIT AND RECORDS—NEGOTIATION (OCT 2010) (Applicable to leases over the Simplified Lease Acquisition Threshold.) This clause is incorporated by reference. 34. 52.233-1 DISPUTES (MAY 2014) This clause is incorporated by reference. 35. 52.222-26 EQUAL OPPORTUNITY (SEP 2016) This clause is incorporated by reference. LESSOR: GOVERNMENT: GSA FORM 3517B REV (1Oil 9) Page 12 DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B 36. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) This clause is incorporated by reference. 37. 52.219-28 POST -AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013) (Applicable to leases exceeding the micro -purchase threshold.) This clause is incorporated by reference. 38. 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015) (Applicable to leases $150,000 or more, total contract value.) (a) Definitions. As used in this clause— "Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at FAR 22.1301. (b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans. (c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings. 39. 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014) (Applicable to leases over $15,000 total contract value.) (a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities. (b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings. 40. 52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016) (Applicable to leases $150,000 or more, total contract value.) This clause is incorporated by reference. 41. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) (Applicable to leases over $35,000 total contract value.) This clause is incorporated by reference. LESSOR.GOVERNMENT: GSA FORM 35178 REV (10119) Page 13 DocuSign Envelope ID: AD6DODIF-IBCC4F92-8166.5AC14822616B 42. 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010) (Applicable if over $750,000 total contract value.) This clause is incorporated by reference. 43. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) (Applicable to leases over the Simplified Lease Acquisition Threshold.) This clause is incorporated by reference. 44. 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (AUG 2018) ALTERNATE III ( JAN 2017) (Applicable to leases over $700,000 total contract value.) This clause is incorporated by reference. 45. 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (JAN 1999) (Applicable to leases over $700,000 total contract value.) This clause is incorporated by reference. 46. 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2018) (Applicable if over $30,000 total contract value.) This clause is incorporated by reference. 47. 52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (AUG 2019) (a) Definitions. As used in this clause— "Covered foreign country" means The People's Republic of China. "Covered telecommunications equipment or services" means – (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. "Critical technology" means - (1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled— (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). LESSOR: GOVERNMENT: GSA FORM 3517B REV (10/19) Page 14 DocuSign Envelope ID: A06DODIF-IBCC-4F92-8166-5AC14822616B "Substantial or essential component" means any component necessary for the proper function or performance of a piece of equipment, system, or service. (b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in Federal Acquisition Regulation 4.2104. (c) Exceptions. This clause does not prohibit contractors from providing - (1) A service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. 48. 552.204-70 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (AUG 2019) (a) Definitions. As used in this clause - "Covered telecommunications equipment or services", "Critical technology", and "Substantial or essential component" have the meanings provided in FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractors are not prohibited from providing- Jn LESSOR: GOVERNMENT: GSA FORM 3517B / REV (10/19) Page 15 DocuSign Envelope ID: AD6D0D1 F-1 BCC-4F92-8166-5AC14822616B (1) A service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Representation. The Offeror or Contractor represents that it [ ] will or [ ] will not [Contractor to complete and submit to the Contracting Officer] provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract, order, or other contractual instrument resulting from this contract. This representation shall be provided as part of the proposal and resubmitted on an annual basis from the date of award. (d) Disclosures. If the Offeror or Contractor has responded affirmatively to the representation in paragraph (c) of this clause, the Offeror or Contractor shall provide the following additional information to the Contracting Officer— (1) All covered telecommunications equipment and services offered or provided (include brand; model number, such as original equipment manufacturer (OEM) number, manufacturer part number, or wholesaler number; and item description, as applicable); (2) Explanation of the proposed use of covered telecommunications equipment and services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b) of this provision; (3) For services, the entity providing the covered telecommunications services (include entity name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if known); and (4) For equipment, the entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known). 49. 52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND CERTIFICATIONS (DEC 2014). This clause is incorporated by reference LESSOR: '• GOVERNMENT: GSA FORM 3517B REV (10119) Page 16 DocuSign Envelope ID: AD6DODIF-IBCC-4F92-8166-5AC14822616B Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Acquisitions of Leasehold Interests in Real Property) Complete appropriate boxes, sign the form, and return form, along with any other required disclosure information, to LCO or his/her designee. The Offeror makes the following additional Representations. NOTE: The "Offeror," as used on this form, is the owner of the property offered, not an individual or agent representing the owner. 62.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (AUG 2019) (a) Definitions. As used in this provision— "Covered telecommunications equipment or services", "Critical technology", and "Substantial or essential component' have the meanings provided in clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. (b) Prohibition. Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Contractors are not prohibited from providing— (1) A service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Representation. The Offeror represents that— It [ ] will, [ ] will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. (d) Disclosures. If the Offeror has responded affirmatively to the representation in paragraph (c) of this provision, the Offeror shall provide the following information as part of the offer— (1) All covered telecommunications equipment and services offered (include brand; model number, such as original equipment manufacturer (OEM) number, manufacturer part number, or wholesaler number; and item description, as applicable); (2) Explanation of the proposed use of covered telecommunications equipment and services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b) of this provision; (3) For services, the entity providing the covered telecommunications services (include entity name, unique entity identifier, and Commercial and Government Entity (CAGE) code, if known); and LESSOR: GOVERNMENT: Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment REV (1Oil 9) Pagel DocuSign Envelope ID: AD6DOD1 F-1BCC-4F92-8166-5AC14822616B (4) For equipment, the entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known). OFFEROR OR LEGALLY AUTHORIZED REPRESENTATIVE NAME, ADDRESS (INCLUDING ZIP CODE) nature I LESSOR:' _! ..,\ GOVERNMENT: r TELEPHONE NUMBER IL)II)ifl, Date Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment REV (10119) Page 2