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STANDARD FORM 2 U.S. GOVERNMENT
FEBRUARY 1965 EDITION LEASE FOR REAL PROPERTY
GENERAL SERVICES ADMINISTRATION
FPR (41 CFR) 1016-601
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DATE OF LEASE: LEASE No. GS-11B-40155 "NEG"
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THIS LEASE, made and entered into this date between PARCEL 49C LIMITED
PARTNERSHIP
whose address is: c/o Republic Properties Corporation [See Lease Rider No.2 for
0000 Xxxxxxxxxxx Xxxxxx, XX, #000 additional notice party]
Xxxxxxxxxx, XX 00000
and whose interest in the property hereinafter described is that of OWNER,
hereinafter called the LESSOR, and the UNITED STATES OF AMERICA, hereinafter
called the Government.
WITNESSETH: The parties hereto for the considerations hereinafter mentioned,
covenant and agree as follows:
1. The Lessor hereby leases to the Government the following described
premises:
1.) A TOTAL OF 287,453 NET USABLE SQUARE FEET (NUSF) OF OFFICE
AND RELATED SPACE CONSISTING OF 313 NUSF ON FLOOR EL+14,
21,684 NUSF ON FLOOR EL+23, 24,535 NUSF ON FLOOR EL+35,
29,074 NUSF ON EACH OF FLOORS 1 THROUGH 7, AND 37,433 NUSF
ON FLOOR 8, IN THE BUILDING KNOWN AS PORTALS BUILDING C,
PHASE IIA, LOCATED AT 000 00XX XXXXXX, XX, XXXXXXXXXX, XX
00000 (AS SHOWN ON ATTACHED PLANS).
2.) ELEVEN OFFICIAL PARKING SPACES WITHIN THE BUILDING.
3.) ONE LOADING DOCK DEDICATED TO THE EXCLUSIVE USE AND CONTROL OF
THE GOVERNMENT ABLE TO ACCOMMODATE AT LEAST TWO 40' TRACTOR
TRAILERS SIMULTANEOUSLY.
4.) ONE PARKING SPACE FOR A TRUCK (14' LONG, 8' WIDE, 8' HIGH)
CONTIGUOUS TO LOADING DOCK.
5.) ROOFTOP SPACE OF AT LEAST 7,500 SQUARE FEET OF UNOBSTRUCTED
ROOF SPACE WITH NO DIMENSION OF LESS THAN 60 FEET.
to be used for SUCH PURPOSES AS DETERMINED BY THE GOVERNMENT.
2. TO HAVE AND TO HOLD the said premises with their appurtenances for
the term of twenty (20) years to commence in accordance with Lease
Rider No. 1 attached hereto and with the commencement and expiration
dates, TO BE SET FORTH IN SUPPLEMENTAL LEASE AGREEMENT NUMBER 1,
subject to termination and renewal rights as may be hereinafter set
forth.
3. The Government shall pay the Lessor annual rent of $11,169,200.00 at
the rate of $830,766.67 per MONTH in arrears. Rent for a lesser
period shall be prorated. Rent checks shall be made payable to:
PARCEL 49C LIMITED PARTNERSHIP, C/O REPUBLIC PROPERTIES CORPORATION,
0000 XXXXXXXXXXX XXXXXX, XX, #000, XXXXXXXXXX, XX 00000.
4. The Lessor shall furnish to the Government, as part of the rental
consideration, the following:
A. ALL SERVICES, MAINTENANCE, ALTERATIONS, REPAIRS, AND UTILITIES IN
ACCORDANCE WITH SPO NO. 85-100 AND ALL ATTACHMENTS AND RIDERS MADE A
PART OF THIS LEASE, except that the Government shall reimburse the
Lessor $6,522,214.00, either in a lump sum or amortized over the
term of the Lease for the work required by the Performance
Specifications in accordance with the terms and provisions of Rider
No. 1 to the Lease.
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5. The following are attached and made a part hereof:
1. SOLICITATION FOR OFFERS (SPO) NO. 88-100 - 46 PAGES
2. AMENDMENTS 1-11 TO SFO 88-100 - 59 PAGES
3. SFO NO. 88-100 ATTACHMENT A - PERFORMANCE SPECIFICATIONS - 231 PAGES
4. SFO XX. 00-000 XXXXXXXXXX X - XXXXXXXXXX XXXXXXX - 0 PAGES
5. SFO NO. 88-100 ATTACHMENT C - SPACE PLANNING SCOPE OF WORK - 9 PAGES
6. SFO NO. 88-100 ATTACHMENT D - CLARIFICATIONS FOR SPECIAL
REQUIREMENTS - 6 PAGES
7. LEASE RIDER #1 - TENANT DESIGN AND BUILDOUT - 8 PAGES
8. LEASE RIDER #2 - CLARIFICATIONS TO GENERAL CLAUSES - 4 PAGES
9. LEASE RIDER #3 - PURCHASE OPTION - 1 PAGE
10. LEASE RIDER #4 - TECHNICAL AND AWARDS FACTORS SUMMARY - 8 PAGES
11. LEASE RIDER #5 - ALTERNATE PROPOSALS - 2 PAGES
12. GSA FORM 3517, GENERAL CLAUSES (REV 1/91) - 24 PAGES
13. GSA FORM 3518, REPRESENTATIONS AND CERTIFICATIONS (REV 1/91) - 8 PAGES
14. GSA FORM 1217, LESSOR'S ANNUAL COST STATEMENT - 1 PAGE
15. SMALL BUSINESS ADMINISTRATION SUBCONTRACTING PLAN - 7 PAGES
16. FLOOR PLANS OF LEASED AREA - 5 PAGES
17. UNIFORM FEDERAL ACCESSIBILITY STANDARDS - 89 PAGES
6. The following changes were made in this lease prior to its execution:
PARAGRAPHS 4 AND 5 OF THIS STANDARD FORM 2 HAVE BEEN DELETED IN THEIR
ENTIRETY.
IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as
of the date first above written.
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LESSOR - PARCEL 49C LIMITED PARTNERSHIP
BY: Portals Development Associates Limited
Partnership, General Partner
BY: Republic Properties Corporation,
General Partner
BY:
---------------------------
President
IN THE PRESENCE OF: ___________________ ADDRESS _____________________________
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UNITED STATES OF AMERICA
BY:_______________________________ CONTRACTING OFFICER, GSA, NCR, OPR, RED
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GENERAL SERVICES ADMINISTRATION SUPPLEMENTAL AGREEMENT DATE
PUBLIC BUILDING SERVICE NO. 1 1/3/96
SUPPLEMENTAL LEASE AGREEMENT -----------------------------------
TO LEASE NO.
GS-11B-40155
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ADDRESS OF PREMISES
The Portals, 000 - 00xx Xxxxxx, XX, Xxxxxxxxxx, XX 00000
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THIS AGREEMENT, made and entered into this date by and between
PARCEL 49C LIMITED PARTNERSHIP
whose address is
c/o Republic Properties Corporation
0000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, XX 00000
hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government.
WHEREAS, the parties hereto desire to amend the above Lease.
NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, effective upon complete
execution hereof, as follows:
Notwithstanding any other provisions of the lease, or attachments thereto,
this SLA No. 1 shall govern over any other provision of the lease, or
attachments thereto, with respect to the following:
1. Amount of Space
The Lessor leases to the Government, and the Government agrees to lease,
the following described premises:
A total of 449,859 NUSF of office and related space will be provided
consisting of 7,098 NUSF on the Maine Avenue level; 49,845 NUSF on the
00xx Xxxxxx Entrance Level; 35,419 NUSF on the Courtyard Level; 54,265
NUSF each on Levels 1 through 3; 24,700 NUSF on Level 4; 38,579 NUSF
each on Levels 5 through 7; and 54,265 NUSF on Level 8, in the building
known as Portals Building, Phase II, located at 000 00xx Xxxxxx, X.X.,
Xxxxxxxxxx, XX 00000. (As shown on plans in Attachment A to this SLA
No. 1). It is the intent of the Government that the Federal
Communications Commission shall be the initial occupant of the leased
space (this shall not in any way alter the Government's rights under
the General Clauses incorporated in this Lease, including but not
limited to clauses 12 and 13 thereof).
Options for an additional Amount of Space are provided by paragraph 15
of this SLA No. 1.
See Continuation Pages 2-7 for additional terms and provisions of this SLA
No. 1.
All other terms and conditions of the lease shall remain in force and effect,
except as specifically modified herein.
IN WITNESS WHEREOF, the parties subscribed their names as of the above date.
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LESSOR PARCEL 49C LIMITED PARTNERSHIP, by Portals Development
Associates Limited Partnership, Its Management Agent
BY General Partner
-------------------------------- ---------------------------------
(Signature) (Title)
IN PRESENCE OF
0000 Xxxxxxxx Xxxxxx, X.X.,
Xxxxxxxxxx, XX
-------------------------------- ---------------------------------
(Signature) (Address)
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UNITED STATES OF AMERICA
BY Contracting Officer
-------------------------------- ---------------------------------
(Signature) (Official Title)
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2. Rental Rate
The rental amount shall be based on an annual rental rate of $38.85 for the
original 287,483 NUSF of space leased and $37.95 for the additional 162,376 NUSF
of space leased pursuant to this SLA, for a total rental amount of
$17,330,883.75 per annum, payable in equal monthly installments of $1,444,240.32
in arrears. The per annum rental rate for any option space shall be $37.95 per
NUSF.
3. Occupancy Date, Tenant Design and Buildout
The initial phase of the leased space must be ready for occupancy no later
than eighteen (18) months from the commencement of construction, and all of the
leased space must be ready for complete occupancy no later than seven (7) months
from initial occupancy, subject to the terms and conditions of Rider No. 1 to
SFO 88-100, provided however, initial occupancy shall not be before July 1,
1997. Construction of the building of which the leased premises will be a part
shall commence no later than one hundred twenty (120) days after the date of
this SLA.
The Government will provide to the Lessor within twenty (20) business days
of the date the Federal Communications Commission is statutorily authorized to
return to work through a Continuing Resolution or other funding or statutory
authorization: (i) the specifications for those standard tenant improvements and
those "Specials" (above lease standard tenant buildout requirements) which
affect the base building structure or systems, (ii) the complete Program of
Requirements for the FCC's consolidated headquarters, and (iii) the "blocking
and stacking" for the FCC's consolidated headquarters.
The design and the buildout of the tenant improvements to the leased space
shall be done in approximately six (6) equal phases. Phase I will include at
least the Commission Meeting Room (block outline only; the rest of the design
intent information for this space will be included as part of Phase II),
Computer Room, Print Plant, Hearing Rooms, Telecommunications Riser and
Distribution System and the Twelfth Street Entrance and Courtyard Functions.
The remaining phases shall be determined by the Government, but shall proceed
generally from the lowest floor to the highest floor. Deviations from this
general requirement shall be allowed to the extent such changes do not
materially impact the design, construction and/or occupancy of the building and
the leased space. The Government shall submit a phasing plan to Lessor in
accordance with this provision within 30 days of the date of this SLA No. 1.
Lessor shall prepare a schedule for the delivery of each phase in accordance
with the requirements of this SLA and Rider No. 1 to the Lease, within 30 days
of the receipt by Lessor of the Government's phasing plan.
The Government shall prepare the Design Intent Drawings generally in
accordance with Rider No. 1 to the Lease provided that the Design Intent
Drawings shall be delivered to Lessor in accordance with the following schedule:
Phase One February 8, 1996
Phase Two April 10, 1996
Phase Three May 15, 1996
Phase Four June 24, 1996
Phase Five August 7, 1996
Phase Six September 20, 1996
In the event that the Government fails to deliver the Design Intent
Drawings in accordance with the schedule set forth above, the delay shall be
Government delay and in accordance with Rider No. 1 to the lease, there shall be
a day-for-day delay in the delivery date. Delay in a prior phase shall not
automatically constitute delay in a subsequent phase.
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 2 of 7
Lessor _____ Government _____
4. Tax Adjustment
The Government's percentage of occupancy for determining its percentage
share of any increases in real estate taxes is established as 82.41%, subject to
proportional adjustment to reflect the increase in the leased space in the event
the Government exercises any or all of the options as set forth in paragraph 15
of this SLA. Following delivery and acceptance of the leased space, the
Government's percentage share of the leased space shall be adjusted if necessary
to reflect the measurement of the leased space.
5. Operating Costs
The base rate for operating cost adjustments was established as
$4,183,688.70 for the twelve (12) month period beginning June of 1993, subject
to proportional adjustment to reflect the increase in the leased space in the
event the Government exercises any or all of the options as set forth in
paragraph 15 of this SLA. Immediately upon commencement of the lease, and each
year thereafter, the Government shall pay adjusted rent for changes in the cost
of services in accordance with the base rate. For purposes of calculating the
adjustment for operating costs in accordance with paragraph 20 Operating Costs,
"the index figure published for the month prior to rent commencement date" shall
mean the index figure published for May of 1993. No adjusted rent for operating
costs shall be due, or interest thereon payable, for any period prior to lease
commencement as determined in accordance with this SLA No. 1.
6. Performance Specifications, Unit Costs for Adjustments, and Alternates
Pricing for the Special Requirements Performance Specifications shall be
adjusted by multiplying the amount in question by the percentage of change in
the Cost of Living Index. The percentage change shall be computed by comparing
the index figure for March of 1993 with the index figure for the month in which
the work containing the units are accepted, or the Leases Commencement Date,
whichever is later. The Contractor, A/E and Lessor's markups for any other
above SFO standard work requested by the Government shall be as set forth in the
pricing or the Special Requirements Performance Specifications. Within forty-
five (45) days of the date of execution of this SLA, the Lessor and the
Government shall renegotiate the Unit Costs for Adjustments. Pricing for
Alternate Proposals (Rider No. 5) is deleted in its entirety.
7. Acceptance of Plans
The Government accepts the Lessor's plans as reflected on the attached
schematics for the base building as satisfying the requirements of SFO 88-100.
To the extent that any changes are made to the special and other elements of the
building after the date of this SLA at the Government's request and such change
increases the Lessor's cost or time of performance, then the Government shall
provide the Lessor with an equitable adjustment in accordance with General
Clause 17 of GSAF 3517 for its reasonable costs and delays resulting from such
changes.
8. Assignability
Lessor may sell, assign or transfer the lease or its interest therein,
including the rights and obligations set forth, and if the Government is
reasonably satisfied with the ability of the assignee to perform, the Parcel 49C
Limited Partnership will be discharged of any further obligations under the
lease. If, by virtue of the sale, assignment, or transfer, Parcel 49C Limited
Partnership is no longer the Lessor, the Government and the successor lessor
shall execute a Novation Agreement generally in the form set forth in Part 42 of
the Federal Acquisition Regulation.
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 3 of 7
Lessor _____ Government _____
9. Codes, Standards, and Requirements
For purposes of paragraph 29 of the lease, Codes Standards and
Requirements, the "latest edition" of the codes and standards with which the
proposal must comply, shall be the latest edition in effect as of September 1,
1995.
10. General Clauses
PARA 3. Termination for Default
General Clause 3 is amended by adding at the end: "Notwithstanding the
foregoing, the Government will not terminate the lease agreement, but will rely
on its other rights and remedies."
PARA 15. Failure in Performance
Rider No. 2 clarifying General Clause 15, is amended to provide that the
period of time within which to cure the failure must be "reasonable", and that
the provision for waiving notice in the event of an emergency is deleted.
Additionally, the Government shall send a copy of the required notice to
Lessor's Lender at the address to be provided by Lessor. The following shall be
added at the end of the clause: "The maximum amount the Government may deduct
from the rent during any year of the lease term pursuant to paragraph 15 of the
General Clauses shall not exceed an amount equal to $8.50 per NUSF of space
leased by the Government under this lease, with the understanding that such
offset limitation amount shall increase each during the term of the lease by
using the same methodology as used to calculate increases in the base rate for
operating costs in accordance with Paragraph 20, Operating Costs." Subject to
the foregoing limitation on the amount the Government may deduct during any
particular year, the Government may carry forward (but not backward) any excess
amounts not deducted in a particular calendar year because of the deduction
limitation and take such deductions in subsequent calendar years. The foregoing
shall not limit the Government's right to pursue other rights and remedies it
may have in connection with such failure in performance.
11. Rent Commencement
The Government's obligation to pay rent for the Phase 1 space shall
commence on July 1, 1997, for the Phase 2 space shall commence on August 15,
1997, for the Phase 3 space shall commence on October 10, 1997, for the Phase 4
space shall commence on November 19, 1997, for the Phase 5 space shall commence
on January 2, 1998 and for the Phase 6 space shall commence on February 1, 1998.
This obligation shall be absolute and unconditional in all events, and, as a
contractual matter, is not subject to any setoff, defense, counterclaim,
recoupment, deduction or abatement or any other right, except as set forth in
General Clause 15 as amended. The 20-year lease term shall be deemed to
commence on the composite lease commencement date as provided in paragraph H of
Rider No. 1 to the Lease and shall expire on the 20th anniversary of the
composite lease commencement date.
12. Liquidated Damages
In the event that a particular phase has not been determined to be
substantially complete in accordance with paragraph G of Rider No. 1 to the
Lease by the applicable rent commencement date as set forth in paragraph 11
above, then, only in the case of and to the extent of Lessor delay, rather than
an adjustment to the rent commencement date or any other provisions for
liquidated damages, the Government shall be paid by the Lessor, within thirty
(30) days of the date of a Notice to Lessor, liquidated damages equal to the
rent payable with respect to each phase for the period of time from the rent
commencement date for that phase, until the phase has been determined to be
substantially complete. Under no circumstances shall the Government's failure
to provide a Notice be deemed a waiver of either the Government's right to
receive liquidated damages or the date from which such damages are measured.
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 4 of 7
Lessor _____ Government _____
13. No Fault Delay
In the event that the Government's occupancy of all or any portion of the
leased space is delayed due to an act of force majeure or as a result of any
other circumstance which is not the fault of the Government and for which the
Government is not otherwise compensated pursuant to the terms of this lease as
amended by this SLA, then in consideration of the Government's agreement to
commence paying rent notwithstanding such event of force majeure or other
uncompensated delay as set forth in paragraph 11 above, the Government, at its
option (to be exercised prior to the end of the fifteenth lease year), may
extend the lease term for a period equal to the period of force majeure or other
uncompensated delay, but in no event to exceed twelve (12) months, on the same
terms and conditions as set forth herein, provided that the rent for such period
shall be equal to $3.75 per NUSF plus the amount of the base operating expenses
as escalated to the date of such extension as provided in paragraph 20 of
SFO 88-100 attached to and incorporated in the lease and amended by this SLA,
including paragraph 5 above and subject to the understanding that the Government
shall be liable for its percentage share of the real estate taxes for the
building for the extension period. In no event shall the Lessor be obligated to
carry out any upgrading or refurbishments to the leased space (such as
installing new carpet or repainting the walls) during such extended period of
the lease term, other than as may be required as part of the normal day to day
maintenance and operation of the leased space.
14. Performance and Payment Bonds
Prior to the commencement of construction of any of the improvements,
Lessor shall furnish or cause to be furnished, a performance and payment bond or
bonds that name the United States of America, acting by and through the General
Services Administration, as a Co-Obligee thereunder. Each such bond or bonds
shall be in the form of, or substantial equivalent of, the forms then currently
approved for use by the American Institute of Architects. The Payment and
Performance Bond shall be issued with a penal amount of not less than 100% of
the cost of construction. Such bond shall be issued by a surety company or
companies listed by the Department of Treasury as "Companies Holding
Certificates of Authority As Accepted Sureties On Federal Bonds And As
Acceptable Reinsuring Companies" as revised annually on July 1 (See Federal
Register Vol. 57, No. 127) and the surety shall verify in writing that such
performance and payment bond shall not be subject to revocation, modification or
cancellation without the prior written approval of the Government.
15. Options to Increase Demised Premises
The Government shall have three (3) options to lease additional space upon
the same terms and conditions as set forth in the SLA No. 1 for the leased
premises (including the same weighted average lease and rent commencement date
for the option space as provided for the leased space described in paragraph 1
above), as set forth below. The options may be exercised in any order or in any
combination, but the options must be exercised by giving written notice to the
Lessor by no later than December 31, 1996, and if such options are not exercised
by such dates they shall expire and be of no further force and effect.
(i) An additional 47,058 NUSF on Levels 5, 6, and 7; and
(ii) An additional 29,565 NUSF on Level 4; and
(iii) An additional 8,648 NUSF on the Courtyard Level.
Attachment B hereto contains floor plans which depict the option space.
16. Food Service Establishments
Lessor agrees to make arrangements, from time to time, with retail food
service establishments or contractors for the provision of a cafeteria, other
moderately priced restaurants, or food service establishments to operate at the
Portals site. These establishments shall be open to the public, including the
non-exclusive use of
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 5 of 7
Lessor _____ Government _____
Government personnel at time reasonably consistent with the commercial
practices of such establishments. The Lessor agrees to use its best efforts
to obtain food service establishments or contractors to provide full service
throughout the normal work day, including breakfast and lunch service and
afternoon (post lunch hour) limited service. These arrangements shall
provide that a minimum of 400 seats are continuously available for use in the
combined establishments, commencing at least by the composite lease commencement
date established by SLA and continuing for ten years thereafter. Paragraph 23
of SLA 88-100 is deleted and replaced with the following: The Government
shall not operate, lease or contract for any food service, vending or retail
facilities within its leased space which competes with the food service which
the Lessor is obligated to provide under this SLA No. 1. A satisfactory site
for a "Xxxxxxxx-Xxxxxxxx" vending facility (defined for purposes of this
lease as a small vending machine and snack bar area without seating, but not
a cafeteria) determined pursuant to 20 U.S.C. Section 107a and implementing
regulations at 34 C.F.R. Section 395.31 shall be deemed not to compete with
the food service to be provided by the Lessor. GSA will control the number,
kind, and location of vending machines within the vending facility. The
Lessor is required to provide necessary utilities and to make related
alterations. The cost of the improvements will be negotiated and payment
will be made on a lump sum basis.
17. Small Business Subcontracting Plan
Within forty-five (45) days of the execution of this SLA, the Lessor shall
update its Small Business Subcontracting Plan to reflect the increased amount of
space leased by the Government. The updated Subcontracting Plan shall use the
same percentage goals as contained in the current Plan.
18. Loading Dock Parking
The Government shall have the right to park a vehicle in the North loading
dock in a space designated by the Lessor overnight without additional cost to
the Government.
19. Lobby Displays
The Government shall have the right, subject to prior approval of the
Lessor, not to be unreasonably withheld, to set up and maintain visual displays
in the Twelfth Street and Maine Avenue Level entrance lobbies from time to time
during the term of the Lease. The Government shall not be required to pay any
additional rent for such use so long as Lessor does not incur any additional
expenses as a result of such use.
20. Daycare Center, Fitness Center
The Lessor agrees to use vigorous efforts to lease space on the Courtyard
level of the Portals Phase I building to a daycare center operator who will
operate a daycare center in such space and shall offer daycare services first to
occupants of the Portals Phase I and Phase II buildings and then to the general
public. "Vigorous efforts" shall not include an obligation on the part of the
Lessor to offer financial incentives or operating subsidies to induce a daycare
center operator to lease such space and operate a daycare facility in such space
or for Lessor to take operating risks with respect to any daycare facility. If
the Lessor does not lease space in the Portals I building to a daycare provider
for the operation of a daycare facility, the Lessor shall make such space
available for lease by the Government as additional option space for the
operation of a daycare facility if such space remains available for lease.
Government employees shall have equal priority with occupants of the
Portals Phase I building to join the health club facility located in the Portals
Phase I building, which rights shall be in preference to anyone who is not a
tenant in either the Portals Phase I or Portals Phase II buildings.
21. Release of Claims
In consideration for the Government's execution of this SLA, the Lessor
releases the Government, as of the date this SLA is executed, of and from any
and all claims, demands for relief, remedies or equitable
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 6 of 7
Lessor _____ Government _____
adjustments, known and unknown, of any nature or description whatsoever,
legal or equitable, which relate directly or indirectly or in any manner
whatsoever to the execution of Lease No. GS-11B-40155 on August 12, 1994, the
administration of the Lease up to the date this SLA No. 1 is executed by all
parties, including but not limited to any actions or omissions by the
Government prior to such date, the Agreement dated August 12, 1994 between
the parties, and the action designated as Parcel 00X Xxxxxxx Xxxxxxxxxxx x.
Xxxxxx Xxxxxx. The foregoing release shall in no way relieve the Government
from its obligations under this Lease as amended by this SLA No. 1 from and
after the date this SLA No. 1 is executed by all parties hereto.
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 7 of 7
Lessor _____ Government _____
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GENERAL SERVICES ADMINISTRATION SUPPLEMENTAL AGREEMENT DATE
PUBLIC BUILDING SERVICE NO. 2 3/26/96
SUPPLEMENTAL LEASE AGREEMENT -----------------------------------
TO LEASE NO.
GS-11B-40155
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ADDRESS OF PREMISES
The Portals, 000 - 00xx Xxxxxx, XX, Xxxxxxxxxx, XX 00000
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THIS AGREEMENT, made and entered into this date by and between
PARCEL 49C LIMITED PARTNERSHIP
whose address is
c/o Republic Properties Corporation
0000 Xxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, XX 00000
hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter
called the Government.
WHEREAS, the parties hereto desire to amend the above Lease.
NOW THEREFORE, these parties for the considerations hereinafter mentioned
covenant and agree that the said Lease is amended, effective upon complete
execution hereof, as follows:
The General Clauses attached to and incorporated in the Lease are hereby
amended as follows:
Clause 11 of the General Clauses is amended and restated in its entirety to
read as follows:
(a) If the said premises be totally destroyed by fire or other casualty,
the Government shall have the right to terminate this Lease by written
notice to Landlord within one hundred twenty (120) days after the
occurrence of such event. In the event the Government fails to provide
written notice of termination as aforesaid or elects not to terminate this
Lease then the Lessor shall commence repair and restoration in accordance
with subparagraph (b) below; it being understood that all references to
partial destruction or damage in subparagraph (b) below shall be deemed to
mean total destruction for purposes of this subparagraph (a).
(b) In the event of partial destruction or damage that renders the entire
premises untenantable, as reasonably determined by the Government, then (1)
the Lessor shall, within one hundred twenty (120) days, diligently commence
the repair or restoration of the entire leased premises to a tenantable
condition and shall complete such repair or restoration within such one
hundred twenty (120) day period by diligent commencement and continuous
pursuit of such repair or restoration, or if such repair or restoration
cannot be completed in such one hundred twenty (120) day
See Continuation Pages 2 and 3 for additional terms and provisions of this
SLA No. 2.
All other terms and conditions of the lease shall remain in force and effect,
except as specifically modified herein.
IN WITNESS WHEREOF, the parties subscribed their names as of the above date.
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LESSOR PARCEL 49C LIMITED PARTNERSHIP, by Portals Development
Associates Limited Partnership, Its Management Agent
BY General Partner
----------------------------- -------------------------------
(Signature) (Title)
IN PRESENCE OF
0000 Xxxxxxxx Xxxxxx, X.X.,
Xxxxxxxxxx, XX
----------------------------- -------------------------------
(Signature) (Address)
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UNITED STATES OF AMERICA
BY Contracting Officer
----------------------------- -------------------------------
(Signature) (Official Title)
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(b) (continued) period with diligent commencement and continuous
pursuit of such repair or restoration, such repair or restoration shall be
completed as soon as is reasonably practicable, (2) the rent during the
period of partial destruction or damage shall be wholly abated during the
period that such partial destruction or damage to any portion of the premises
renders the entire premises untenantable effective from the date of such
partial destruction or damage, (3) the Government shall reoccupy the premises
upon completion of such repairs or restoration and (4) the Government shall
not be permitted to terminate this Lease as a result of such partial
destruction or damages so long as the Lessor diligently commences to repair
or restore and thereafter diligently and continuously pursues such repair or
restoration to completion.
(c) In the event of a partial destruction or damage that renders a part
of the premises untenantable, as reasonably determined by the Government,
then (1) the Lessor shall, within one hundred twenty (120) days, diligently
commence the repair or restoration of such portion of the leased premises to
the condition in which such part of the premises existed before such
destruction or damage and complete such repair or restoration within such one
hundred twenty (120) day period by diligent commencement and continuous
pursuit of such repair or restoration, or if such repair or restoration
cannot be completed within such one hundred twenty (120) day period with
diligent commencement and continuous pursuit of such repair or restoration,
such repair or restoration shall be completed as soon as is reasonably
practicable, (2) the rent during the period of partial destruction or damage
shall be proportionately abated during the period that such part of the
premises is untenantable effective from the date of such partial destruction
or damage, (3) the Government shall reoccupy such part of the premises upon
completion of such repairs or restoration and (4) the Government shall not be
permitted to terminate this Lease as a result of such partial destruction or
damage so long as the Lessor diligently and continuously pursues such repair
or restoration to completion. Solely for purposes of determining the
proportion of rent that shall be abated during such period of
untenantability, any part of the premises that have not been rendered
untenantable by such partial destruction or damage but the use of which by
the Government is substantially related to and dependent upon the
availability of such parts of the premises that have been rendered
untenantable by such partial destruction or damage shall be deemed to have
been rendered untenantable for such period of untenantability.
(d) As soon as practicable after a partial destruction of damage to the
premises, but in no event more than thirty (30) days thereafter, the Lessor
shall provide to the Government a schedule and plans for accomplishing the
repair or restoration. The Government shall have the right to review and
approve such schedule and plans for repair or restoration of the premises,
with the Government's approval not to be unreasonably withheld, conditioned
or delayed.
(e) Nothing in this Lease shall be construed as relieving Lessor from
liability for damage to or the destruction of property of the United States
of America caused by the willful or negligent act or omission of the Lessor.
(f) In the event of a fire or other casualty not caused by the
Government, its employees, agents, contractors or invitees which renders all
or a portion of the leased premises untenantable, but with respect to which
the Lease is not terminated and the leased premises will be repaired and
restored and the Government will reoccupy the damaged portion of the leased
premises as provided in subparagraphs (b) or (c) above, Lessor, to the extent
of insurance proceeds available therefor, will reimburse the Government for
reasonable moving and temporary relocation costs and expenses (which shall
not include any rental expense to provide temporary space other than rental
costs in excess of the rent abated as a result of the fire or other casualty,
any costs to replace personal property damaged or destroyed as a result of
the casualty or any costs to repair or restore the leased premises to the
condition such space was in prior to the casualty, but shall include all
other third party costs incurred by the Government to provide temporary
replacement space for the tenant agency occupying the leased space until such
space has been repaired and is again ready for Government occupancy) the
Government may incur in connection with the casualty affecting the leased
premises. To the extent such moving and temporary relocation costs exceed
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 2 of 3
Lessor _____ Government _____
available insurance proceeds, the Government shall have the option (to be
exercised no later than six months following the re-acceptance of the leased
space following the casualty) to extend the term of the lease for a number of
days equal to (i) the amount of such excess costs, but in no event more than
$9,578,250.00, divided by the product of $25.80 multiplied by the square
footage of the leased premises, (ii) multiplied by 365. During such lease
extension the total annual rent payable by the Government shall be equal to
$3.75 per/NUSF plus the amount of the base operating expenses as escalated to
the date of such extension as provided in paragraph 20 of SFO 88-100 attached
to and incorporated in the lease as amended by SLA No. 1 to the lease and
subject to the understanding that the Government shall continue to be liable
for its percentage share of real estate taxes for the building for such
extension period. As part of its usual and customary insurance, Lessor will
carry "extra expense coverage" or a similar type endorsement to its fire and
casualty insurance policy in an amount of $5,000,000, if and to the extent
commercially available, which will be available to reimburse Lessor for
various costs and expenses associated with the casualty, including reasonable
moving and temporary relocation costs and expenses of the Government which it
may incur in connection with a casualty effecting the leased xxxxxxxx.xxxxxx
Supplemental Lease Agreement to Lease No. GS-11B-40155 - Page 3 of 3
Lessor _____ Government _____
------------------------------------------------------------------------------
GENERAL CLAUSES
(Acquisition of Leasehold Interests in Real Property)
------------------------------------------------------------------------------
CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE
-------- ---------- ----------- ------------------------------------------
DEFINITIONS 1 552.270-10 Definitions
GENERAL 2 552.270-11 Subletting and Assignment
3 552.270-18 Successors Bound
4 552.270-34 Subordination, Nondisturbance and
Attornment
5 552.270-35 Statement of Lease
6 552.270-36 Substitution of Tenant Agency
7 552.270-37 No Waiver
8 552.270-38 Integrated Agreement
9 552.270-39 Mutuality of Obligation
PERFORMANCE 10 552.270-27 Delivery and Condition
11 552.270-28 Default in Delivery - Time Extensions
12 552.270-30 Progressive Occupancy
13 552.270-32 Effect of Acceptance and Occupancy
14 552.270-12 Maintenance of Building and Premises-Right
of Entry
15 552.270-17 Failure in Performance
16 552.270-33 Default by Lessor During the Term
17 552.270-13 Fire and Casualty Damage
18 552.270-15 Compliance with Applicable Law
19 552.270-19 Alterations
20 Acceptance of Space
INSPECTION 21 552.270-16 Inspection-Right of Entry
PAYMENT 22 552.232-71 Prompt Payment
23 552.232-73 Electronic Funds Transfer Payment
24 552.232-72 Invoice Requirements
25 52.232-23 Assignment of Claims
26 Payment
STANDARDS 27 52.203-1 Officials Not To Benefit
OF CONDUCT 28 552.203-5 Covenant Against Contingent Fees
29 52.203-7 Anti-Kickback Procedures
30 52.203-9 Requirement for Certificate of Procurement
Integrity-Modification
ADJUSTMENTS 31 552.203-73 Price Adjustment for Illegal or
Improper Activity
32 52.215-22 Price Reduction for Defective Cost or
Pricing Data
33 552.270-20 Proposals for Adjustment
34 552.270-21 Changes
AUDITS 35 52.215-1 Examination of Records by
Comptroller General
36 552.215-70 Examination of Records by GSA
DISPUTES 37 52.233-1 Disputes
INITIALS: ___________ & ___________ 1
LESSOR GOVERNMENT
CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE
-------- ---------- ----------- ------------------------------------------
ENVIRONMENTAL 38 552.270-40 Asbestos and Hazardous Waste Management
PROTECTION
LABOR 39 52.222-26 Equal Opportunity
STANDARDS 40 52.222-35 Affirmative Action for Special Disabled
and Vietnam Era Veterans
41 52.222-36 Affirmative Action for Handicapped Workers
42 52.222-37 Employment Reports on Special Disabled
Veterans and Veterans of the Vietnam Era
SUBCONTRACTING 43 52.209-6 Protecting the Government's Interest When
Subcontracting with Contractors Debarred,
Suspended, or Proposed for Debarment
44 52.215-24 Subcontractor Cost or Pricing Data
45 52.219-8 Utilization of Small Business Concerns and
Small Disadvantaged Business Concerns
46 52.219-9 Small Business and Small Disadvantaged
Business Subcontracting Plan
47 52.219-16 Liquidated Damages-Small Business
Subcontracting Plan
48 52.219-13 Utilization of Women-Owned Small Business
INITIALS: ___________ & ___________ 2
LESSOR GOVERNMENT
GENERAL CLAUSES
(Acquisition of Leasehold Interests in Real Property)
1. 552.270-10 - DEFINITIONS (AUG 1992)
The following terms and phrases (except as otherwise expressly provided or
unless the context otherwise requires) for all purposes of this lease shall
have the respective meanings hereinafter specified:
(a) "Commencement Date" means the first day of the term.
(b) "Contract" and "Contractor" means "Lease" and "Lessor," respectively.
(c) "Contracting Officer" means a person with the authority to enter into,
administer, and/or terminate the contracts and make related
determinations and findings. The term includes certain authorized
representatives of the Contracting Officer acting within the limits of
their authority as delegated by the Contracting Officer.
(d) "Delivery Date" means the date specified in or determined pursuant to
the provisions of this lease for delivery of the premises to the
Government, improved in accordance with the provisions of this lease
and substantially complete, as such date may be modified in accordance
with the provisions of this lease.
(e) "Delivery Time" means the number of days provided by this lease for
delivery of the premises to the Government, as such number may be
modified in accordance with the provisions of this lease.
(f) "Excusable Delays" means delays arising without the fault or
negligence of Lessor and Lessor's subcontractors and suppliers at any
tier, and shall include, without limitation, (1) acts of God or of the
public enemy, (2) acts of the United States of America in either its
sovereign or contractual capacity, (3) acts of another contractor in
the performance of a contract with the Government, (4) fires,
(5) floods, (6) epidemics, (7) quarantine restrictions, (8) strikes,
(9) freight embargoes, (10) unusually severe weather, or (11) delays
of subcontractors or suppliers at any tier arising from unforeseeable
causes beyond the control and without the fault or negligence of both
the Lessor and any such subcontractor or supplier.
(g) "Lessor" means the sub-lessor if this lease is a sublease.
(h) "Lessor shall provide" means the Lessor shall furnish and install at
Lessor's expense.
(i) "Notice" means written notice sent by certified or registered mail,
Express Mail or comparable service, or delivered by hand. Notice
shall be effective on the date delivery is accepted or refused.
(j) "Premises" means the space described on the Standard Form 2, U.S.
Government Lease for Real Property, of this lease.
(k) "Substantially complete" and "substantial completion" means that the
work, the common and other areas of the building, and all other things
necessary for the Government's access to the premises and occupancy,
possession, use and enjoyment thereof, as
INITIALS: ___________ & ___________ 3
LESSOR GOVERNMENT
provided in this lease, have been completed or obtained, excepting
only such minor matters as do not interfere with or materially diminish
such access, occupancy, possession, use or enjoyment.
(l) "Work" means all alterations, improvements, modifications, and other
things required for the preparation or continued occupancy of the
premises by the Government as specified in this lease.
2. 552.270-11 - SUBLETTING AND ASSIGNMENT (AUG 1992)
-------------- The Government may sublet any part of the premises but shall
INITIALS not be relieved from any obligations under this lease by reason
-------------- of any such subletting. The Government may at any time assign
Lessor Gov't 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 assignment shall be subject to prior written
consent of Lessor and [Lessor's Lender], which shall not be
-------------- unreasonably withheld.
3. 552.270-18 - SUCCESSORS BOUND (AUG 1992)
This lease shall bind, and inure to the benefit of, the parties and their
respective heirs, executors, administrators, successors, and assigns.
4. 552.270-34 - SUBORDINATION, NONDISTURBANCE AND ATTORNMENT (AUG 1992)
(a) Lessor warrants that it holds such title to or other interest in the
premises and other property as is necessary to the Government's access
to the premises and full use and enjoyment thereof in accordance with
the provisions of this lease. Government agrees, in consideration of
the warranties and conditions set forth in this clause, that this
lease is subject and subordinate to any and all recorded mortgages,
deeds of trust and other liens now or hereafter existing or imposed
upon the premises, and to any renewal, modification or extension
thereof. It is the intention of the parties that this provision shall
be self-operative and that no further instrument shall be required to
effect the present or subsequent subordination of this lease.
Government agrees, however, within twenty (20) business days next
following the Contracting Officer's receipt of a written demand, to
execute such instruments as Lessor may reasonably request to evidence
further the subordination of this lease to any existing or future
mortgage, deed of trust or other security interest pertaining to the
premises, and to any water, sewer or access easement necessary or
desirable to serve the premises or adjoining property owned in whole
or in part by Lessor if such easement does not interfere with the full
enjoyment of any right granted the Government under this lease.
(b) No such subordination, to either existing or future mortgages, deeds
of trust or other lien or security instrument shall operate to affect
adversely any right of the Government under this lease so long as the
Government is not in default under this lease. Lessor will include in
any future mortgage, deed of trust or other security instrument to
which this lease becomes subordinate, or in a separate nondisturbance
agreement, a provision to the foregoing effect. Lessor warrants that
the holders of all notes or other obligations secured by existing
mortgages, deeds of trust or other security instruments have consented
to the provisions of this clause, and agrees to provide true copies of
all such consents to the Contracting Officer promptly upon demand.
INITIALS: ___________ & ___________ 4
LESSOR GOVERNMENT
(c) In the event of any sale of the premises or any portion thereof by
foreclosure of the lien of any such mortgage, deed of trust or other
security instrument, or the giving of a deed in lieu of foreclosure,
the Government will be deemed to have attorned to any purchaser,
purchasers, transferee or transferees of the premises or any portion
thereof and its or their successors and assigns, and any such
purchasers and transferees will be deemed to have assumed all
obligations of the Lessor under this lease, so as to establish direct
privity of estate and contract between Government and such purchasers
or transferees, with the same force, effect and relative priority in
time and right as if the lease had initially been entered into between
such purchasers or transferees and the Government; provided, further,
that the Contracting Officer and such purchasers or transferees shall,
with reasonable promptness following any such sale or deed delivery in
lieu of foreclosure, execute all such revisions to this lease, or
other writings, as shall be necessary to document the foregoing
relationship.
(d) None of the foregoing provisions may be deemed or construed to imply a
waiver of the Government's rights as a sovereign.
5. 552.270-35 - STATEMENT OF LEASE (AUG 1992)
(a) The Contracting Officer will, within thirty (30) days next following
the Contracting Officer's receipt of a joint written request from
Lessor and a prospective lender or purchaser of the building, execute
and deliver to Lessor a letter stating that the same is issued subject
to the conditions stated in this clause and, if such is the case, that
(1) the lease is in full force and effect; (2) the date to which the
rent and other charges have been paid in advance, if any; and (3)
whether any notice of default has been issued.
(b) Letters issued pursuant to this clause are subject to the following
conditions:
(1) That they are based solely upon a reasonably diligent review of
the Contracting Officer's lease file as of the date of issuance;
(2) That the Government shall not be held liable because of any
defect in or condition of the premises or building;
(3) That the Contracting Officer does not warrant or represent that
the premises or building comply with applicable Federal, State
and local law; and
(4) That the Lessor, and each prospective lender and purchaser are
deemed to have constructive notice of such facts as would be
ascertainable by reasonable prepurchase and precommitment
inspection of the Premises and Building and by inquiry to
appropriate Federal, State and local Government officials.
6. 552.270-36 - SUBSTITUTION OF TENANT AGENCY (AUG 1992)
The Government may, at any time and from time to time, substitute any
Government agency or agencies for the Government agency or agencies, if
any, named in the lease.
7. 552.270-37 - NO WAIVER (AUG 1992)
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.
INITIALS: ___________ & ___________ 5
LESSOR GOVERNMENT
8. 552.270-38 - INTEGRATED AGREEMENT (AUG 1992)
This Lease, upon execution, contains the entire agreement of the parties
and no prior written or oral agreement, express or implied, shall be
admissible to contradict the provisions of the Lease.
9. 552.270-39 - MUTUALITY OF OBLIGATION (AUG 1992)
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.
10. 552.270-27 - DELIVERY AND CONDITION (AUG 1992)
(a) Unless the Government elects to have the space occupied in increments,
the space must be delivered ready for occupancy as a complete unit.
The Government reserves the right to determine when the space is
substantially complete.
(b) If the premises do not in every respect comply with the provisions of
this lease the Contracting Officer may, in accordance with the Failure
in Performance clause of this lease, elect to reduce the rent
payments.
11. 552.270-28 - DEFAULT IN DELIVERY - TIME EXTENSIONS (JUNE 1994)
(a) With respect to Lessor's obligation to deliver the premises
substantially complete by the delivery date (as such date may be
modified pursuant to this lease), time is of the essence. If the
Lessor fails to prosecute the work with the diligence that will insure
its substantial completion by the delivery date or fails to
substantially complete the work by such date, the Government may by
notice to the Lessor terminate this lease, which termination shall be
effective when received by Lessor. The Lessor and the Lessor's
sureties, if any, shall be jointly and severally liable for any
damages to the Government resulting from such termination, as provided
in this clause. The Government shall be entitled to the following
damages:
(1) The Government's aggregate rent and estimated real estate tax and
operating cost adjustments for the firm term and all option terms
of its replacement lease or leases, in excess of the aggregate
rent and estimated real estate tax and operating cost adjustments
for the term; provided, if the Government procures, replacement
premises for a term (including all option terms) in excess of the
term, the Lessor shall not be liable for excess Government rent
or adjustments during such excess part of such term;
(2) All administrative and other costs borne by the Government in
procuring a replacement lease or leases;
(3) Such other, additional relief as may be provided for in this
lease, at law or in equity.
(4) Damages to which the Government may be entitled under this clause
shall be due and payable thirty (30) days next following the date
Lessor receives notice from the Contracting Officer specifying
such damages.
INITIALS: ___________ & ___________ 6
LESSOR GOVERNMENT
(b) Delivery by Lessor of less than the minimum occupiable square footage
required by this lease shall in no event be construed as substantial
completion, except as permitted by the Contracting Officer.
(c) Notwithstanding paragraph (a) of this clause, this lease shall not be
terminated under this clause nor the Lessor charged with damages under
this clause, if (1) the delay in substantially completing the work
arises from excusable delays and (2) the Lessor within 10 days from
the beginning of any such delay (unless extended in writing by the
Contracting Officer) provides notice to the Contracting Officer of the
causes of delay. The Contracting Officer shall ascertain the facts
and the extent of delay. If the facts warrant such action, the
delivery date shall be extended, by the Contracting Officer, to the
extent of such delay at no additional costs to the Government. A time
extension is the sole remedy of the Lessor.
12. 552.270-30 - PROGRESSIVE OCCUPANCY (AUG 1992)
The Government shall have the right to elect to occupy the space in partial
increments prior to the substantial completion of the entire leased
premises, and the Lessor agrees to schedule its work so as to deliver the
space incrementally as elected by the Government. The Government shall pay
rent commencing with the first business day following substantial
completion of the entire leased premise unless the Government has elected
to occupy the leased premises incrementally. In case of incremental
occupancy, the Government shall pay rent pro rata upon the first business
day following substantial completion of each incremental unit. Rental
payments shall become due on the first workday of the month following the
month in which an increment of space is substantially complete, except that
should an increment of space be substantially completed after the fifteenth
day of the month, the payment due date will be the first workday of the
second month following the month in which it was substantially complete.
The commencement date of the firm lease term will be a composite determined
from all rent commencement dates.
13. 552.270-32 - EFFECT OF ACCEPTANCE AND OCCUPANCY (AUG 1992)
Neither the Government's acceptance of the premises for occupancy, nor the
Government's occupancy thereof, shall be construed as a waiver of any
requirement of or right of the Government under this Lease, or as otherwise
prejudicing the Government with respect to any such requirement or right.
14. 552.270-12 - MAINTENANCE OF BUILDING AND PREMISES - RIGHT OF ENTRY (AUG
1992)
Except in case of damage arising out of the willful act or negligence of a
Government employee, Lessor shall maintain the premises, including the
building and all equipment, fixtures, and appurtenances furnished by the
lessor under this lease, in good repair and condition so that they are
suitable in appearance and capable of supplying such heat, air
conditioning, light, ventilation, access and other things to the premises,
without reasonably preventable or recurring disruption, as is required for
the Government's access to, occupancy, possession, use and enjoyment of the
premises as provided in this lease. For the purpose of so maintaining the
premises, the Lessor may at reasonable times enter the premises with the
approval of the authorized Government representative in charge.
INITIALS: ___________ & ___________ 7
LESSOR GOVERNMENT
15. 552.270-17 - FAILURE IN PERFORMANCE (AUG 1992)
-------------- The covenant to pay rent and the covenant to provide any
INITIALS service, utility, maintenance, or repair required under this
-------------- lease are interdependent. [In the event the payments to be
Lessor Gov't deducted will exceed one half month's rent, the Government will
-------------- issue a written notice to cure to the Lessor and the Lessor's
Lender, allowing the Lessor and/or the Lender the opportunity
to cure within a reasonable period of time as determined by the
Government. If the failure can result in danger to life or
-------------- health, this notice will not be given.] In the event of any
failure by the Lessor to provide any service, utility, maintenance, repair or
replacement required under this lease the Government may, by contract or
otherwise, perform the requirement and deduct from any payment or payments
under this lease, then or thereafter due, the resulting cost to the
Government, including all administrative costs. If the Government elects to
perform any such requirement, the Government and each of its contractors
shall be entitled to access to any and all areas of the building, access to
which is necessary to perform any such requirement, and the Lessor shall
afford and facilitate such access. Alternatively, the Government may deduct
from any payments under this lease, then or thereafter due, an amount which
reflects the reduced value of the contract requirement not performed. No
deduction from rent pursuant to this clause shall constitute a default by the
Government under this lease. These remedies are not exclusive and are in
addition to any other remedies which may be available under this lease or at
law.
16. 552.270-33 - DEFAULT BY LESSOR DURING THE TERM (AUG 1992)
(a) Each of the following shall constitute a default by Lessor under this
lease:
(1) Failure to maintain, repair, operate or service the premises as
and when specified in this lease, or failure to perform any other
requirement of this lease as and when required provided any such
failure shall remain uncured for a period of thirty (30) days
next following Lessor's receipt of notice thereof from the
Contracting Officer or an authorized representative.
(2) Repeated and unexcused failure by Lessor to comply with one or
more requirements of this lease shall constitute a default
notwithstanding that one or all such failures shall have been
timely cured pursuant to this clause.
-------------- (b) If a default occurs, the Government may, by notice to
INITIALS Lessor, terminate this lease for default and if so
-------------- terminated, the Government shall be entitled to the
Lessor Gov't damages specified in the Default in Delivery-Time
-------------- Extensions clause. [However, if a default occurs, the
Government will not terminate this lease without issuing
a written notice to cure to the Lessor's Lender, allowing
the Lender the opportunity to correct the default within
-------------- a reasonable time as determined by the Government, if the
failure ran result in danger to life or health, this
notice will not be given.]
INITIALS: ___________ & ___________ 8
LESSOR GOVERNMENT
17. 552.270-13 - FIRE AND CASUALTY DAMAGE (AUG 1992)
-------------- If the entire premises are destroyed by fire or other casualty,
INITIALS this lease will immediately terminate. [In case of partial
-------------- destruction or damage, the Government will issue a written
Lessor Gov't notice to cure to the Lessor within 15 days, allowing the
-------------- Lessor the opportunity to correct the damage. If in the sole
opinion of the Government the premises cannot be rendered
tenantable for the Government within 60 days, the lease can be
terminated at the option of the Government.] The Government may
-------------- terminate the lease by giving written notice to the Lessor
within 15 calendar days of the fire or other casualty; if so terminated, no rent
will accrue to the Lessor after such partial destruction or damage; and if not
so terminated, the rent will be reduced proportionately by supplemental
agreement hereto effective from the date of such partial destruction or damage.
Nothing in this lease shall be construed as relieving Lessor from liability for
damage to or destruction of propertyof the United States of America caused by
the willful or negligent act or omission of Lessor.
18. 552.270-15 - COMPLIANCE WITH APPLICABLE LAW (AUG 1992)
Lessor shall comply with all Federal, state and local laws applicable to
the Lessor as owner or lessor, or both, of the building or premises,
including, without limitation, laws applicable to the construction,
ownership, alteration or operation of both or either thereof, and will
obtain all necessary permits, licenses and similar items at Lessor's
expense. The Government will comply with all Federal, state and local laws
applicable to and enforceable against it as a tenant under this lease;
provided that nothing in this lease shall be construed as a waiver of any
sovereign immunity of the Government. This lease shall be governed by
Federal law.
19. 552.270-19 - ALTERATIONS (JUNE 1985)
The Government shall have the right during the existence of this lease to
make alterations, attach fixtures, and erect structures or signs in or upon
the premises hereby leased, which fixtures, additions or structures so
placed in, on, upon, or attached to the said premises shall be and remain
the property of the Government and may be removed or otherwise disposed of
by the Government. If the lease contemplates that the Government is the
sole occupant of the building, for purposes of this clause, the leased
premises include the land on which the building is sited and the building
itself. Otherwise, the Government shall have the right to tie into or make
any physical connection with any structure located on the property as is
reasonably necessary for appropriate utilization of the leased space.
20. ACCEPTANCE OF SPACE (JUNE 1994)
(a) When the Lessor has completed all alterations, improvements, and
repairs necessary to meet the requirements of the lease, the Lessor
shall notify the Contracting Officer. The Contracting Officer or
designated representative shall promptly inspect the space.
(b) The Government will accept the space and the lease term will begin
after determining that the space is substantially complete and
contains the required occupiable square footage as indicated in the
paragraph of this solicitation entitled "Amount and Type of Space."
INITIALS: ___________ & ___________ 9
LESSOR GOVERNMENT
21. 552.270-16 - INSPECTION - RIGHT OF ENTRY (AUG 1992)
(a) At any time and from time to time after receipt of an offer (until the
same has been duly withdrawn or rejected), after acceptance thereof
and during the term, the agents, employees and contractors of the
Government may, upon reasonable prior notice to Offeror or Lessor,
enter upon the offered premises or the premises, and all other areas
of the building access to which is necessary to accomplish the
purposes of entry, to determine the potential or actual compliance by
the Offeror or Lessor with the requirements of the solicitation or
this lease, which purposes shall include, but not be limited to: (1)
inspecting, sampling and analyzing of suspected asbestos-containing
materials and air monitoring for asbestos fibers; (2) inspecting the
heating, ventilation and air conditioning system, maintenance records,
and mechanical rooms for the offered premises or the premises;
(3) inspecting for any leaks, spills, or other potentially hazardous
conditions which may involve tenant exposure to hazardous or toxic
substances; and (4) inspecting for any current or past hazardous waste
operations, to ensure that appropriate mitigative actions were taken
to alleviate any environmentally unsound activities in accordance with
Federal, State and local law.
(b) Nothing in this clause shall be construed to create a Government duty
to inspect for toxic materials or to impose a higher standard of care
on the Government than on other lessees. The purpose of this clause
is to promote the ease with which the Government may inspect the
building. Nothing in this clause shall act to relieve the Lessor of
any duty to inspect or liability which might arise as a result of
Lessor's failure to inspect for or correct a hazardous condition.
22. 552.232-71 - PROMPT PAYMENT (APR 1989)
The Government will make payments under the terms and conditions specified
in this clause. Payment shall be considered as being made on the day a
check is dated or an electronic funds transfer is made. All days referred
to in this clause are calendar days, unless otherwise specified.
(a) Payment due date.
(1) Rental payments. Rent shall be paid monthly in arrears and will
be due on the first workday of each month, and only as provided
for by the lease.
(i) When the date for commencement of rent falls on the 15th day
of the month or earlier, the initial monthly rental payment
under this contract shall become due on the first workday of
the month following the month in which the commencement of
the rent is effective.
(ii) When the date for commencement of rent falls after the 15th
day of the month, the initial monthly rental payment under
this contract shall become due on the first workday of the
second month following the month in which the commencement
of the rent is effective.
(2) Other payments. The due date for making payments other than rent
shall be the later of the following two events:
(i) The 30th day after the designated billing office has
received a proper invoice from the Contractor.
(ii) The 30th day after Government acceptance of the work or
service. However, if the designated billing office fails to
annotate the invoice with the actual date of receipt, the
invoice payment due date shall be deemed
INITIALS: ___________ & ___________ 10
LESSOR GOVERNMENT
to be the 30th day after the Contractor's invoice is dated,
provided a proper invoice is received and there is no
disagreement over quantity, quality, or Contractor compliance
with contract requirements.
(b) Invoice and inspection requirements for payments other than rent.
(1) The Contractor shall prepare and submit an invoice to the
designated billing office after completion of the work. A proper
invoice shall include the following items:
(i) Name and address of the Contractor.
(ii) Invoice date.
(iii) Lease number.
(iv) Government's order number or other authorization.
(v) Description, price, and quantity of work or services
delivered.
(vi) Name and address of Contractor official to whom payment is
to be sent (must be the same as that in the remittance
address in the lease or the order.)
(vii) Name (where practicable), title, phone number, and mailing
address of person to be notified in the event of a defective
invoice.
(2) The Government will inspect and determine the acceptability of
the work performed or services delivered within 7 days after the
receipt of a proper invoice or notification of completion of the
work or services unless a different period is specified at the
time the order is placed. If actual acceptance occurs later, for
the purpose of determining the payment due date and calculation
of interest, acceptance will be deemed to occur on the last day
of the 7-day inspection period. If the work or service is
rejected for failure to conform to the technical requirements of
the contract, the 7 days will be counted beginning with receipt
of a new invoice or notification. In either case, the Contractor
is not entitled to any payment or interest unless actual
acceptance by the Government occurs.
(c) Interest Penalty.
(1) An interest penalty shall be paid automatically by the
Government, without request from the Contractor, if payment is
not made by the due date.
(2) The interest penalty shall be at the rate established by the
Secretary of the Treasury under Section 12 of the Contract
Disputes Act of 1978 (41 U.S.C. 611) that is in effect on the day
after the due date. This rate is referred to as the
"Renegotiation Board Interest Rate," and it is published in the
FEDERAL REGISTER semiannually on or about January 1 and July 1.
The interest penalty shall accrue daily on the payment amount
approved by the Government and be compounded in 30-day increments
inclusive from the first day after the due date through the
payment date.
(3) Interest penalties will not continue to accrue after the filing
of a claim for such penalties under the clause at 52.233-1,
Disputes, or for more than 1 year. Interest penalties of less
than $1.00 need not be paid.
(4) Interest penalties are not required on payment delays due to
disagreement between the Government and Contractor over the
payment amount or other issues involving contract compliance or
on amount 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.
INITIALS: ___________ & ___________ 11
LESSOR GOVERNMENT
23. 552.232-73 - ELECTRONIC FUNDS TRANSFER PAYMENT (AUG 1992)
(a) Payments under this lease will be made by the Government either by
check or electronic funds transfer (EFT). If the Lessor elects to
receive payment by EFT, after award, but no later than 30 days before
the first payment, the Lessor shall designate a financial institution
for receipt of EFT payments, and shall submit this designation to the
Contracting Officer or other Government official, as directed.
(b) For payment by EFT, the Lessor shall provide the following
information:
(1) The American Bankers Association 9-digit identifying number for
wire transfers of the financing institution receiving payment if
the institution has access to the Federal Reserve Communications
System.
(2) Number of account to which funds are to be deposited.
(3) Type of depositor account ("C" for checking, "S" for savings).
(4) If the Lessor is a new enrollee to the EFT system, a "Payment
Information Form," SF 3881, must be completed before payment can
be processed.
(c) In the event the Lessor, during the performance of this contract,
elects to designate a different financial institution for the receipt
of any payment made using EFT procedures, notification of such change
and the required information specified above must be received by the
appropriate Government official no later than 30 days prior to the
date such change is to become effective.
(d) The documents furnishing the information required in this clause must
be dated and contain the signature, title, and telephone number of the
Lessor or an authorized representative designated by the Lessor, as
well as the Lessor's name and lease number.
(e) Lessor failure to properly designate a financial institution or to
provide appropriate payee bank account information may delay payments
of amounts otherwise properly due.
24. 552.232-72 - INVOICE REQUIREMENTS (VARIATION) (APR 1989)
(This clause applies to payments other than rent.)
(a) Invoices shall be submitted in an original only, unless otherwise
specified, to the designated billing office specified in this contract
or purchase/delivery order.
(b) Invoices must include the Accounting Control Transaction (ACT) number
provided below or on the purchase/delivery order.
ACT Number (to be supplied on individual orders)
(c) If information or documentation in addition to that required by the
Prompt Payment clause of this contract is required in connection with
an invoice for a particular order, the order will indicate what
information or documentation must be submitted.
25. 52.232-23 - ASSIGNMENT OF CLAIMS (JAN 1986)
(a) The Contractor, under the Assignment of Claims Act, as amended, 31 USC
3727, 41 USC 15 (hereafter referred to as the "the Act"), may assign
its rights to be paid amounts
INITIALS: ___________ & ___________ 12
LESSOR GOVERNMENT
due or to become due as a result of the performance of this contract
to a bank, trust company, or other financing institution, including
any Federal lending agency. The assignee under such an assignment may
thereafter further assign or reassign its right under the original
assignment to any type of financing institution described in the
preceding sentence.
(b) Any assignment or reassignment authorized under the Act and this
clause shall cover all unpaid amounts payable under this contract, and
shall not be made to more than one party, except that an assignment or
reassignment may be made to one party as agent or trustee for two or
more parties participating in the financing of this contract.
(c) The Contractor shall not furnish or disclose to any assignee under
this contract any classified document (including this contract) or
information related to work under this contract until the Contracting
Officer authorizes such action in writing.
26. PAYMENT (JUNE 1994)
(a) When space is offered and accepted, the occupiable 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
occupiable square footage stated in the lease.
(c) If it is determined that the amount of occupiable square foot actually
delivered is less than the amount agreed to in the lease, the lease
will be modified to reflect the amount of occupiable space delivered
and the annual rental will be adjusted as follows:
Occupiable square feet not delivered multiplied by the occupiable
square foot (OSF) rate equals the reduction in annual rent. The rate
per occupiable square foot is determined by dividing the total annual
rental by the occupiable square footage set forth in the lease.
OSF Not Delivered X Rate per OSF = Reduction in Annual Rent.
27. 52.203-1 - OFFICIALS NOT TO BENEFIT (APR 1984)
No member of or delegate to Congress, or resident commissioner, shall be
admitted to any share or part of this contract, or to any benefit arising
from it. However, this clause does not apply to this contract to the
extent that this contract is made with a corporation for the corporation's
general benefit.
28. 552.203-5 - COVENANT AGAINST CONTINGENT FEES (FEB 1990)
(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,
INITIALS: ___________ & ___________ 13
LESSOR GOVERNMENT
except a bona fide employee or agency. For breach or violation of this
warranty, the Government shall have the right to annul this contract
without liability or, in its discretion, to deduct from the contract
price or consideration, or otherwise recover the full amount of the
contingent fee.
(b) "Bona fide agency," as used in this clause, means an established
commercial or selling agency (including licensed real estate agents or
brokers), maintained by a Contractor for the purpose of securing
business, that neither exerts nor proposes to exert improper influence
to solicit or obtain Government contracts nor holds itself out as
being able to obtain any Government contract or contracts through
improper influence.
"Bona fide employee," as used in this clause, means a person, employed
by a Contractor and subject to the Contractor's supervision and
control as to time, place, and manner of performance, who neither
exerts nor proposes to exert improper influence to solicit or obtain
Government contracts nor holds out as being able to obtain any
Government contract or contracts through improper influence.
"Contingent fee," as used in this clause, means any commission,
percentage, brokerage, or other fee that is contingent upon the
success that a person or concern has in securing a Government
contract.
"Improper influence," as used in this clause, means any influence that
induces or tends to induce a Government employee or officer to give
consideration or to act regarding a Government contract on any basis
other than the merits of the matter.
29. 52.203-7 - ANTI-KICKBACK PROCEDURES (OCT 1988)
(a) Definitions.
"Kickback," as used in this clause, means any money, fee, commission,
credit, gift, gratuity, thing of value, or compensation of any kind
which is provided, directly or indirectly, to any prime Contractor,
prime Contractor employee, subcontractor, or subcontractor employee
for the purpose of improperly obtaining or rewarding favorable
treatment in connection with a prime contract or in connection with a
subcontract relating to a prime contract.
"Person," as used in this clause, means a corporation, partnership,
business association of any kind, trust, joint-stock company, or
individual.
"Prime contract," as used in this clause, means a contract or
contractual action entered into by the United States for the purpose
of obtaining supplies, materials, equipment, or services of any kind.
"Prime Contractor," as used in this clause, means a person who has
entered into a prime contract with the United States.
"Prime Contractor employee," as used in this clause, means any
officer, partner, employee, or agent of a prime Contractor.
INITIALS: ___________ & ___________ 14
LESSOR GOVERNMENT
"Subcontract," as used in this clause, means a contract or contractual
action entered into by a prime Contractor or subcontractor for the
purpose of obtaining supplies, materials, equipment, or services of
any kind under a prime contract.
"Subcontractor," as used in this clause, (1) means any person, other
than the prime Contractor, who offers to furnish or furnishes any
supplies, materials, equipment, or services of any kind under a prime
contract or a subcontract entered into in connection with such prime
contract, and (2) includes any person who offers to furnish or
furnishes general supplies to the prime Contractor or a higher tier
subcontractor.
"Subcontractor employee," as used in this clause, means any officer,
partner, employee, or agent of a subcontractor.
(b) The Anti-Kickback Act of 1986 (41 U.S.C. 51-58) (the Act), prohibits
any person from--
(1) Providing or attempting to provide or offering to provide any
kickback;
(2) Soliciting, accepting, or attempting to accept any kickback; or
(3) Including, directly or indirectly, the amount of any kickback in
the contract price charged by a prime Contractor to the United
States or in the contract price charged by a subcontractor to a
prime Contractor or higher tier subcontractor.
(c) (1) The Contractor shall have in place and follow reasonable
procedures designed to prevent and detect possible violations
described in paragraph (b) of this clause in its own operations
and direct business relationships.
(2) When the Contractor has reasonable grounds to believe that a
violation described in paragraph (b) of this clause may have
occurred, the Contractor shall promptly report in writing the
possible violation. Such reports shall be made to the inspector
general of the contracting agency, the head of the contracting
agency if the agency does not have an inspector general, or the
Department of Justice.
(3) The Contractor shall cooperate fully with any Federal agency
investigating a possible violation described in paragraph (b) of
this clause.
(4) The Contracting Officer may (i) offset the amount of the kickback
against any monies owed by the United States under the prime
contract and/or (ii) direct that the Prime Contractor withhold
from sums owed a subcontractor under the prime contract, the
amount of the kickback. The Contracting Officer may order that
monies withheld under subdivision (c)(4)(ii) of this clause be
paid over to the Government unless the Government has already
offset those monies under subdivision (c)(4)(i) of this clause.
In the either case, the Prime Contractor shall notify the
Contracting Officer when the monies are withheld.
(5) The Contractor agrees to incorporate the substance of this
clause, including subparagraph (c)(5) but excepting subparagraph
(c)(1), in all subcontracts under this contract.
30. 52.203-9 - REQUIREMENT FOR CERTIFICATE OF PROCUREMENT INTEGRITY
MODIFICATION (NOV 1990)
(a) DEFINITIONS. The definitions set forth in FAR 3.104-4 are hereby
incorporated in this clause.
INITIALS: ___________ & ___________ 15
LESSOR GOVERNMENT
(b) The contractor agrees that it will execute the certification set forth
in paragraph (c) of this clause, when requested by the Contracting
Officer in connection with the execution of any modification of this
contract.
(c) CERTIFICATION. As required in paragraph (b) of this clause, the
officer or employee responsibile for the modification proposal shall
execute the following certification:
CERTIFICATE OF PROCUREMENT INTEGRITY - MODIFICATION (NOV 1990)
(1) I, [NAME OF CERTIFIER], am the officer or employee responsible
for the preparation of this modification proposal and hereby certify that, to
the best of my knowledge and belief, with the exception of any information
described in this certification, I have no information concerning a violation or
possible violation of subsections 27(a), (b), (d), or (f) of the Office of
Federal Procurement Policy Act, as amended* (41 U.S.C. 423) (hereinafter
referred to as "the Act"), as implemented in the FAR, occurring during the
conduct of this procurement (CONTRACT AND MODIFICATION NUMBER).
(2) As required by subsection 27(e)(1)(B) of the Act, I further
certify that, to the best of my knowledge and belief each officer, employee,
agent, representative, and consultant of [NAME OF OFFEROR] who has participated
personally and substantially in the preparation or submission of this proposal
has certified that he or she is familiar with, and will comply with, the
requirements of subsection 27(a) of the Act, as implemented in the FAR, and will
report immediately to me any information concerning a violation or possible
violation of subsections 27(a), (b), (d), or (f) of the Act, as implemented in
the FAR, pertaining to this procurement.
(3) Violations or possible violations: (Continue on plain bond paper
if necessary and label Certificate of Procurement Integrity-Modification
(Continuation Sheet), ENTER "NONE" IF NONE EXISTS)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(SAMPLE - DO NOT COMPLETE OR SIGN THIS CERTIFICATE. THE CONTRACTING OFFICER
WILL SPECIFICALLY REQUEST IT WHEN NEEDED.)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[signature of the officer or employee responsible for the modification proposal
and date]
--------------------------------------------------------------------------------
[typed name of the officer or employee responsible for the modification
proposal]
*Subsections 27(a), (b), and (d) are effective on December 1, 1990. Subsection
27(f) is effective on June 1, 1991.
THIS CERTIFICATION CONCERNS A MATTER WITHIN THE JURISDICTION OF AN AGENCY OF THE
UNITED STATES AND THE MAKING OF A FALSE, FICTITIOUS, OR FRAUDULENT CERTIFICATION
MAY RENDER THE MAKER SUBJECT TO PROSECUTION UNDER XXXXX 00, XXXXXX XXXXXX CODE,
SECTION 1001.
INITIALS:_______ & ___________ 16
LESSOR GOVERNMENT
(End of certification)
(d) In making the certification in paragraph (2) of the certificate, the
officer or employee of the competing Contractor responsible for the
offer or bid, may rely upon a one-time certification from each
individual required to submit a certification to the competing
Contractor, supplemented by periodic training. These certifications
shall be obtained at the earliest possible date after an individual
required to certify begins employment or association with the
Contractor. If a Contractor decides to rely on a certification
executed prior to the suspension of section 27 (i.e., prior to
December 1, 1989), the Contractor shall ensure that an individual who
has so certified is notified that section 27 has been reinstated.
These certifications shall be maintained by the Contractor for a
period of 6 years from the date a certifying employee's employment
with the company ends or, for an agency, representative, or
consultant, 6 years from the date such individual ceases to act on
behalf of the contractor.
(e) The certification required by paragraph (c) of this clause is a
material representation of fact upon which reliance will be placed in
executing this modification.
31. 552.203-73 - PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1990)
(a) If the head of the contracting activity (HCA) or his or her designee
determines that there was a violation of subsection 27(a) of the
Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423),
as implemented in the Federal Acquisition Regulation, the Government,
at its election, may--
(1) Reduce the monthly rental under this lease by 5 percent of the
amount of the rental for each month of the remaining term of the
lease, including any option periods, and recover 5 percent of the
rental already paid;
(2) Reduce payments for alterations not included in monthly rental
payments by 5 percent of the amount of the alterations agreement;
or
(3) Reduce the payments for violations by Lessor's subcontractor by
an amount not to exceed the amount of profit or fee reflected in
the subcontract at the time the subcontract was placed.
(b) Prior to making a determination as set forth above, the HCA or
designee shall provide to the Lessor a written notice of the action
being considered and the basis therefor. The Lessor shall have a
period determined by the agency head or designee, but not less than 30
calendar days after receipt of such notice, to submit in person, in
writing, or through a representative, information and argument in
opposition to the proposed reduction. The agency head or designee
may, upon good cause shown, determine to deduct less than the above
amounts from payments.
(c) The rights and remedies of the Government specified herein are not
exclusive, and are in addition to any other rights and remedies
provided by law or under this lease.
32. 52.215-22 - PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (JAN 1991)
(Applies when cost or pricing data is required.)
(a) If any price, including profit or fee, negotiated in connection with
this contract, or any cost reimbursable under this contract, was
increased by any significant amount because
INITIALS:_______ & ___________ 17
LESSOR GOVERNMENT
(1) the Contractor or a subcontractor furnished cost or pricing data
that were not complete, accurate, and current as certified in its
Certificate of Current Cost or Pricing Data, (2) a subcontractor or
prospective subcontractor furnished the Contractor cost or pricing
data that were not complete, accurate, and current as certified in
the Contractor's Certificate of Current Cost or Pricing Data, or
(3) any of these parties furnished data of any description that were
not accurate, the price or cost shall be reduced accordingly and the
contract shall be modified to reflect the reduction.
(b) Any reduction in the contract price under paragraph (a) above due to
defective data from a prospective subcontractor that was not
subsequently awarded the subcontract shall be limited to the amount,
plus applicable overhead and profit markup, by which (1) the actual
subcontract or (2) the actual cost to the Contractor, if there was no
subcontract, was less than the prospective subcontract cost estimate
submitted by the Contractor; provided, that the actual subcontract
price was not itself affected by defective cost pricing data.
(c) (1) If the Contracting Officer determines under paragraph (a) of this
clause that a price or cost reduction should be made, the
Contractor agrees not to raise the following matters as a
defense:
(i) The Contractor or subcontractor was a sole source supplier
or otherwise was in a superior bargaining position and thus
the price of the contract would not have been modified even
if accurate, complete, and current cost or pricing data had
been submitted.
(ii) The Contracting Officer should have known that the cost or
pricing data in issue were defective even though the
Contractor or subcontractor took no affirmative action to
bring the character of the data to the attention of the
Contracting Officer.
(iii) The contract was based on an agreement about the total
cost of the contract and there was no agreement about
the cost of each item procured under the contract.
(iv) The Contractor or subcontractor did not submit a Certificate
of Current Cost or Pricing Data.
(2) (i) Except as prohibited by subdivision (c)(2)(ii) of this
clause, an offset in an amount determined appropriate by
the Contracting Officer based upon the facts shall be
allowed against the amount of a contract price reduction
if--
(A) The Contractor certifies to the Contracting Officer
that, to the best of the Contractor's knowledge and
belief, the Contractor is entitled to the offset in
the amount requested; and
(B) The Contractor proves that the cost or pricing data
were available before the date of agreement on the
price of the contract (or price of the modification)
and that the data were not submitted before such date.
(ii) An offset shall not be allowed if--
(A) The understated data was known by the Contractor to be
understated when the Certificate or Current Cost or
Pricing Data was signed; or
(B) The Government proves that the facts demonstrate that
the contract price would not have increased in the
amount to be offset even if the available data had been
submitted before the date of agreement on price.
INITIALS:_______ & ___________ 18
LESSOR GOVERNMENT
(d) If any reduction in the contract price under this clause reduces the
price of items for which payment was made prior to the date of the
modification reflecting the price reduction, the Contractor shall be
liable to and shall pay the United States at the time such overpayment
is repaid--
(1) Simple interest on the amount of such overpayment to be computed
from the date(s) of overpayment to the Contractor to the date the
Government is repaid by the Contractor at the applicable
underpayment rate effective for each quarter prescribed by the
Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and
(2) For Department of Defense contracts only, a penalty equal to the
amount of the overpayment, if the Contractor or subcontractor
knowingly submitted cost or pricing data which were incomplete,
inaccurate, or noncurrent.
33. 552.270-20 - PROPOSALS FOR ADJUSTMENT (AUG 1992)
(a) The Contracting Officer may, from time to time during the term of this
lease, require changes to be made in the work or services to be
performed and in the terms or conditions of this lease. Such changes
will be required under the Changes clause.
(b) If the Contracting Officer makes a change within the general scope of
the lease, the Lessor shall submit, in a timely manner, an itemized
cost proposal for the work to be accomplished or services to be
performed when the cost exceeds $25,000. The proposal, including all
subcontractor work, will contain at least the following details--
(1) Material quantities and unit costs;
(2) Labor costs (identified with specific item or material to be
placed or operation to be performed);
(3) Equipment costs;
(4) Worker's compensation and public liability insurance;
(5) Overhead;
(6) Profit; and
(7) Employment taxes under FICA and FUTA.
(c) The following Federal Acquisition Regulation (FAR) provisions also
apply to all proposals exceeding $100,000 in cost--
(1) The Lessor shall provide cost or pricing data including
subcontractor cost or pricing data (48 CFR 15.804-2);
(2) The Lessor's representative, all contractors, and subcontractors
whose portion of the work exceeds $100,000 must sign and return
the "Certificate of Current Cost or Pricing Data"
(48 CFR 15.804-4); and
(3) The agreement for "Price Reduction for Defective Cost or Pricing
Data" must be signed and returned (48 CFR 15.804-8).
(d) Lessor shall also refer to 48 CFR Part 31, Contract Cost Principles,
for information on which costs are allowable, reasonable, and
allocable in Government work.
INITIALS:_______ & ___________ 19
LESSOR GOVERNMENT
34. 552.270-21 - CHANGES (JUNE 1994)
(a) The Contracting Officer may at any time, by written order, make
changes within the general scope of this lease in any one or more of
the following:
(1) Specifications (including drawings and designs);
(2) Work or services; or
(3) Facilities or space layout.
(b) If any such change causes an increase or decrease in Lessor's cost of
or the time required for performance under this lease, whether or not
changed by the order, the Contracting Officer shall modify this lease
to provide for one or more of the following:
(1) A modification of the delivery date;
(2) An equitable adjustment in the rental rate;
(3) A lump sum equitable adjustment; or
(4) An equitable adjustment of the annual operating costs per
occupiable square foot specified in this lease.
(c) The Lessor shall assert its right to an adjustment under this clause
within 30 days from the date of receipt of the change order and shall
submit a proposal for adjustment. Failure to agree to any adjustment
shall be a dispute under the Disputes clause. However, nothing in
this clause shall excuse the lessor from proceeding with the change as
directed.
(d) Absent such written change order, the Government shall not be liable
to Lessor under this clause.
35. 52.215-1 - EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (APR 1984)
(a) This clause applies if this contract exceeds $10,000 and was entered
into by negotiation.
(b) The Comptroller General of the United States or a duly authorized
representative from the General Accounting Office shall, until 3 years
after final payment under this contract or for any shorter period
specified in Federal Acquisition Regulation (FAR) Subpart 4.7,
Contractor Records Retention, have access to and the right to examine
any of the Contractor's directly pertinent books, documents, paper, or
other records involving transactions related to this contract.
(c) The Contractor agrees to include in first-tier subcontracts under this
contract a clause to the effect that the Comptroller General or a duly
authorized representative from the General Accounting Office shall,
until 3 years after final payment under the subcontract or for any
shorter period specified in FAR Subpart 4.7, have access to and the
right to examine any of the subcontractor's directly pertinent books,
documents, paper, or other records involving transactions related to
the subcontract. "Subcontract," as used in this clause, excludes (1)
purchase orders not exceeding $10,000 and (2) subcontracts or purchase
orders for public utility services at rates established to apply
uniformly to the public, plus any applicable reasonable connection
charge.
(d) The periods of access and examination in paragraphs (b) and (c) above
for records relating to (1) appeals under the Disputes clause, (2)
litigation or settlement of claims
INITIALS:_______ & ___________ 20
LESSOR GOVERNMENT
arising from the performance of this contract, or (3) costs and
expenses of this contract to which the Comptroller General or a duly
authorized representative from the General Accounting Office has
taken exception shall continue until such appeals, litigation,
claims, or exceptions are disposed of.
36. 552.215-70 - EXAMINATION OF RECORDS BY GSA (APR 1984)
The Contractor agrees that the Administrator of General Services or any
duly authorized representatives shall, until the expiration of 3 years
after final payment under this contract, or of the time periods for the
particular records specified in Subpart 4.7 of the Federal Acquisition
Regulation (48 CFR 4.7), whichever expires earlier, have access to and the
right to examine any books, documents, papers, and records of the
Contractor involving transactions related to this contract or compliance
with any clauses thereunder. The Contractor further agrees to include in
all its subcontracts hereunder a provision to the effect that the
subcontractor agrees that the Administrator of General Services or any duly
authorized representatives shall, until the expiration of 3 years after
final payment under the subcontract, or of the time periods for the
particular records specified in Subpart 4.7 of the Federal Acquisition
Regulation (48 CFR 4.7), whichever expires earlier, have access to and the
right to examine any books, documents, papers, and records of such
subcontractor, involving transactions related to the subcontract or
compliance with any clauses thereunder. The term "subcontract" as used in
this clause excludes (a) purchase orders not exceeding $10,000 and (b)
subcontracts or purchase orders for public utility services at rates
established for uniform applicability to the general public.
37. 52.233-1 - DISPUTES (DEC 1991)
(a) This contract is subject to the Contract Disputes Act of 1978, as
amended (41 USC 601-613).
(b) Except as provided in the Act, all disputes arising under or relating
to this contract shall be resolved under this clause.
(c) "Claim," as used in this clause, means a written demand or written
assertion by one of the contracting parties seeking, as a matter of
right, the payment of money in a sum certain, the adjustment or
interpretation of contract terms, or other relief arising under or
relating to this contract. A claim arising under a contract, unlike a
claim relating to that contract, is a claim that can be resolved under
a contract clause that provides for the relief sought by the claimant.
However, a written demand or written assertion by the Contractor
seeking the payment of money exceeding $50,000 is not a claim under
the Act until certified as required by subparagraph (d)(2) below. A
voucher, invoice, or other routine request for payment that is not in
dispute when submitted is not a claim under the Act. The submission
may be converted to a claim under the Act, by complying with the
submission and certification requirements of this clause, if it is
disputed either as to liability or amount or is not acted upon in a
reasonable time.
(d) (1) A claim by the Contractor shall be made in writing and submitted
to the Contracting Officer for a written decision. A claim by
the Government against the Contractor shall be subject to a
written decision by the Contracting Officer.
(2) For Contractor claims exceeding $50,000, the Contractor shall
submit with the claim a certification that--
(i) The claim is made in good faith;
INITIALS:_______ & ___________ 21
LESSOR GOVERNMENT
(ii) Supporting data are accurate and complete to the best of
the Contractor's knowledge and belief; and
(iii) The amount requested accurately reflects the contract
adjustment for which the Contractor believes the
Government is liable.
(3) (i) If the Contractor is an individual, the certification shall
be executed by that individual.
(ii) If the Contractor is not an individual, the certification
shall be executed by--
(A) A senior company official in charge at the Contractor's
plant or location involved; or
(B) An officer or general partner of the Contractor having
overall responsibility for the conduct of the
Contractor's affairs.
(e) For Contractor claims of $50,000 or less, the Contracting Officer
must, if requested in writing by the Contractor, render a decision
within 60 days of the request. For Contractor certified claims over
$50,000, the Contracting Officer must, within 60 days, decide the
claim or notify the Contractor of the date by which the decision will
be made.
(f) The Contracting Officer's decision shall be final unless the
Contractor appeals or files a suit as provided in the Act.
(g) At the time a claim by the Contractor is submitted to the Contracting
Officer or a claim by the Government is presented to the Contractor,
the parties, by mutual consent, may agree to use alternative means of
dispute resolution. When using alternate dispute resolution
procedures, any claim, regardless of amount, shall be accompanied by
the certification described in paragraph (d)(2) of this clause, and
executed in accordance with paragraph (d)(3) of this clause.
(h) The Government shall pay interest on the amount found due and unpaid
from (1) the date the Contracting Officer receives the claim (properly
certified if required), or (2) the date payment otherwise would be
due, if that date is later, until the date of payment. Simple
interest on claims shall be paid at the rate, fixed by the Secretary
of the Treasury as provided in the Act, which is applicable to the
period which the Contracting Officer receives the claim and then at
the rate applicable for each 6-month period as fixed by the Treasury
Secretary during the pendency of the claim.
(i) The Contractor shall proceed diligently with performance of this
contract, pending final resolution of any request for relief, claim,
appeal, or action arising under the contract, and comply with any
decision of the Contracting Officer.
38. 552.270-40 - ASBESTOS AND HAZARDOUS WASTE MANAGEMENT (AUG 1992)
The certifications made by the Offeror regarding asbestos and hazardous
waste management contained in the representation and certification
provisions of this lease are material representations of fact upon which
the Government relies when making award. If it is later determined that
the presence or management of asbestos and/or hazardous waste has been
misrepresented, the Government reserves the right to require the Lessor, at
no cost to the Government, to xxxxx (remove, encapsulate, enclose, or
repair) such asbestos and/or mitigate hazardous waste conditions, with such
work performed in accordance with Federal (e.g., EPA, OSHA, and DOT),
State, and local regulations and guidance, or, alternatively, the
Government may terminate the lease. This is in addition to other remedies
available to the Government.
INITIALS:_______ & ___________ 22
LESSOR GOVERNMENT
39. 52.222-26 - EQUAL OPPORTUNITY (APR 1984)
(Applicable to leases which exceed $10,000.)
(a) If, during any 12-month period (including the 12 months preceding the
award of this contract), the Contractor has been or is awarded
nonexempt Federal contracts and/or subcontracts that have an aggregate
value in excess of $10,000, the Contractor shall comply with
subparagraphs (b)(1) through (11) below. Upon request, the Contractor
shall provide information necessary to determine the applicability of
this clause.
(b) During performing this contract, the Contractor agrees as follows:
(1) The Contractor shall not discriminate against any employee or
applicant for employment because of race, color, religion, sex,
or national origin.
(2) The Contractor shall take affirmative action to ensure the
applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex,
or national origin. This shall include, but not be limited to,
(i) employment, (ii) upgrading, (iii) demotion, (iv) transfer,
(v) recruitment or recruitment advertising, (vi) layoff or
termination, (vii) rates of pay or other forms of compensation,
and (viii) selection for training, including apprenticeship.
(3) The Contractor shall post in conspicuous places available to
employees and applicants for employment the notices to be
provided by the Contracting Officer that explain this clause.
(4) The Contractor shall, in all solicitations or advertisements for
employees placed by or on behalf of the Contractor, state that
all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, or
national origin.
(5) The Contractor shall send, to each labor union or representative
of workers with which it has a collective bargaining agreement or
other contract or understanding, the notice to be provided by the
Contracting Officer advising the labor union or workers'
representative of the Contractor's commitments under this clause,
and post copies of the notice in conspicuous places available to
employees and applicants for employment.
(6) The Contractor shall comply with Executive Order 11246, as
amended, and the rules, regulations, and orders of the Secretary
of Labor.
(7) The Contractor shall furnish to the contracting agency all
information required by Executive Order 11246, as amended, and by
the rules, regulations, and orders of the Secretary of Labor.
Standard Form 100 (EEO-1), or any successor form, is the
prescribed form to be filed within 30 days following the award,
unless filed within 12 months preceding the date of award.
(8) The Contractor shall permit access to its books, records, and
accounts by the contracting agency or the Office of Federal
Contract Compliance Programs (OFCCP) for the purpose of
investigation to ascertain the Contractor's compliance with the
applicable rules, regulations, and orders.
(9) If the OFCCP determines that the Contractor is not in compliance
with this clause or any rule, regulation, or order of the
Secretary of Labor, this contract may be canceled, terminated, or
suspended in whole or in part and the Contractor may be declared
ineligible for further Government contracts, under the procedures
authorized in Executive
INITIALS:_______ & ___________ 23
LESSOR GOVERNMENT
Order 11246, as amended. In addition, sanctions may be imposed
and remedies invoked against the Contractor as provided in
Executive Order 11246, as amended, the rules, regulations, and
orders of the Secretary of Labor, or as otherwise provided by law.
(10) The Contractor shall include the terms and conditions of
subparagraph (b)(1) through (11) of this clause in every
subcontract or purchase order that is not exempted by the rules,
regulations, or orders of the Secretary of Labor issued under
Executive Order 11246, as amended, so that these terms and
conditions will be binding upon each subcontractor or vendor.
(11) The Contractor shall take such action with respect to any
subcontract or purchase order as the contracting agency may
direct as a means of enforcing these items and conditions,
including sanctions for noncompliance; provided, that if the
Contractor becomes involved in, or is threatened with, litigation
with a subcontractor or vendor as a result of any direction, the
Contractor may request the United States to enter into the
litigation to protect the interests of the United States.
(c) Notwithstanding any other clause in this contract, disputes relative
to this clause will be governed by the procedures in 41 CFR 60-1.1.
40. 52.222-35 - AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA
VETERANS (APR 1984)
(Applicable to leases which exceed $10,000.)
(a) Definitions.
"Appropriate office of the State employment service system," as used in
this clause, means the local office of the Federal-State national system of
public employment offices assigned to serve the area where the employment
opening is to be filled, including the District of Columbia, Guam, Puerto
Rico, Virgin Islands, American Samoa, and the Trust Territory of the
Pacific Islands.
"Openings that the Contractor proposes to fill from within its own
organization," as used in this clause, means employment openings for which
no one outside the Contractor's organization (including any affiliates,
subsidiaries, and the parent companies) will be considered and includes any
openings that the Contractor proposes to fill from regularly establish
"recall" lists.
"Opening that the Contractor proposes to fill under a customary and
traditional employer-union hiring arrangement," as used in this clause,
means employment openings that the Contractor proposes to fill from union
halls, under their customary and traditional employer-union hiring
relationship.
"Suitable employment openings," as used in this clause--
(1) Includes, but is not limited to, openings that occur in jobs
categorized as--
(i) Production and nonproduction;
(ii) Plant and office;
(iii) Laborers and mechanics;
(iv) Supervisory and nonsupervisory;
(v) Technical; and
(vi) Executive, administrative, and professional positions
compensated on a salary basis of less than $25,000 a year;
and
INITIALS:_______ & ___________ 24
LESSOR GOVERNMENT
(2) Includes full-time employment, temporary employment of over 3
days, and part-time employment, but not openings that the
Contractor proposes to fill from within its own organization or
under a customary and traditional employer-union hiring
arrangement, nor openings in an educational institution that are
restricted to students of that institution.
(b) General.
(1) Regarding any position for which the employee or applicant for
employment is qualified, the Contractor shall not discriminate
against the individual because the individual is a special
disabled or Vietnam era veteran. The Contractor agrees to take
affirmative action to employ, advance in employment, and
otherwise treat qualified special disabled and Vietnam era
veterans without discrimination based upon their disability or
veterans' status in all employment practices such as--
(i) Employment;
(ii) Upgrading;
(iii) Demotion or transfer;
(iv) Recruitment;
(v) Advertising;
(vi) Layoff or termination;
(vii) Rates of pay or other forms of compensation; and
(viii) Selection for training, including apprenticeship.
(2) The Contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor (Secretary) issued
under the Vietnam Era Veterans' Readjustment Assistance Act of
1972 (the Act), as amended.
(c) Listing openings.
(1) The Contractor agrees to list all suitable employment openings
existing at contract award or occurring during contract
performance, at an appropriate office of the State employment
service system in the locality where the opening occurs. These
openings include those occurring at any contractor facility,
including one not connected with performing this contract. An
independent corporate affiliate is exempt from this requirement.
(2) State and local government agencies holding Federal contracts of
$10,000 or more shall also list all their suitable openings with
the appropriate office of the State employment service.
(3) The listing of suitable employment openings with the State
employment service system is required at least concurrently with
using any other recruitment source or effort and involves the
obligations of placing a bona fide job order, including accepting
referrals of veterans and nonveterans. This listing does not
require hiring any particular job applicant or hiring from any
particular group of job applicants and is not intended to relieve
the Contractor from any requirements of Executive orders or
regulations concerning nondiscrimination in employment.
(4) Whenever the Contractor becomes contractually bound to the
listing terms of this clause, it shall advise the State
employment service system, in each State where it has
establishments, of the name and location of each hiring location
in the State. As long as the Contractor is contractually bound
to these terms and has so advised the State system, it need not
advise the State system of subsequent contracts. The Contractor
may advise the State system when it is no longer bound by this
contract clause.
INITIALS:_______ & ___________ 25
LESSOR GOVERNMENT
(5) Under the most compelling circumstances, an employment opening
may not be suitable for listing, including situations when (i)
the Government's needs cannot reasonably be supplied, (ii)
listing would be contrary to National security, or (iii) the
requirement of listing would not be in the Government's interest.
(d) Applicability.
(1) This clause does not apply to the listing of employment openings
which occur and are filled outside the 50 states, the District of
Columbia, Puerto Rico, Guam, Virgin Islands, American Samoa, and
the Trust Territory of the Pacific Islands.
(2) The terms of paragraph (c) above of this clause do not apply to
openings that the Contractor proposes to fill from within its own
organization or under a customary and traditional employer-union
hiring arrangement. This exclusion does not apply to a
particular opening once an employer decides to consider
applicants outside of its own organization or employer-union
arrangement for that opening.
(e) Postings.
(1) The Contractor agrees to post employment notices stating (i) the
Contractor's obligation under the law to take affirmative action
to employ and advance in employment qualified special disabled
veterans and veterans of the Vietnam era, and (ii) the rights of
applicants and employees.
(2) These notices shall be posted in conspicuous places that are
available to employees and applicants for employment. They shall
be in a form prescribed by the Director, Office of Federal
Contract Compliance Programs, Department of Labor (Director) and
provided by or through the Contracting Officer.
(3) The Contractor shall notify each labor union or representative of
workers with which it has a collective bargaining agreement or
other contract understanding, that the Contractor is bound by the
terms of the Act, and is committed to take affirmative action to
employ, and advance in employment, qualified special disabled and
Vietnam era veterans.
(f) Noncompliance.
If the Contractor does not comply with the requirements of this
clause, appropriate actions may be taken under the rules, regulations,
and relevant orders of the Secretary issued pursuant to the Act.
(g) Subcontracts.
The Contractor shall include the terms of this clause in every
subcontract or purchase order of $10,000 or more unless exempted by
rules, regulations, or orders of the Secretary. The Contractor shall
act as specified by the Director to enforce the terms, including
action for noncompliance.
41. 52.222-36 - AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984)
(Applicable to leases which exceed $2,500.)
(a) General.
(1) Regarding any position for which the employee or applicant for
employment is qualified, the Contractor shall not discriminate
against any employee or applicant
INITIALS:_______ & ___________ 26
LESSOR GOVERNMENT
because of physical or mental handicap. The Contractor agrees to
take affirmative action to employ, advance in employment and
otherwise treat qualified handicapped individuals without
discrimination based upon their physical or mental handicap in all
employment practices such as--
(i) Employment;
(ii) Upgrading;
(iii) Demotion or transfer,
(iv) Recruitment;
(v) Advertising;
(vi) Layoff or termination;
(vii) Rates of pay or other forms of compensation; and
(viii) Selection for training, including apprenticeship.
(2) The Contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor (Secretary) issued
under the Rehabilitation Act of 1973 (29 USC 793) (the Act), as
amended.
(b) Postings.
(1) The Contractor agrees to post employment notices stating (i) the
Contractor's obligation under the law to take affirmative action
to employ and advance in employment qualified handicapped
individuals and (ii) the rights of applicants and employees.
(2) These notices shall be posted in conspicuous places that are
available to employees and applicants for employment. They shall
be in a form prescribed by the Director, Office of Federal
Contract Compliance Programs, Department of Labor (Director), and
provided by or through the Contracting Officer.
(3) The Contractor shall notify each labor union or representative of
workers with which it has a collective bargaining agreement or
other contract understanding, that the Contractor is bound by the
terms of Section 503 of the Act and is committed to take
affirmative action to employ, and advance in employment,
qualified physically and mentally handicapped individuals.
(c) Noncompliance. If the Contractor does not comply with the
requirements of this clause, appropriate actions may be taken under
the rules, regulations, and relevant orders of the Secretary issued
pursuant to the Act.
(d) Subcontracts. The Contractor shall include the terms of this clause
in every subcontract or purchase order in excess of $2,500 unless
exempted by rules, regulations, or orders of the Secretary. The
Contractor shall act as specified by the Director to enforce the
terms, including action for noncompliance.
42. 52.222-37 - EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF
THE VIETNAM ERA (JAN 1988)
(Applicable to leases which exceed $10,000.)
(a) The Contractor shall report at least annually, as required by the
Secretary of Labor, on:
(1) The number of special disabled veterans and the number of
veterans of the Vietnam era in the workforce of the contractor by
job category and hiring location; and
INITIALS:________ & ___________ 27
LESSOR GOVERNMENT
(2) The total number of new employees hired during the period covered
by the report, and of that total, the number of special disabled
veterans, and the number of veterans of the Vietnam era.
(b) The above items shall be reported by completing the form entitled
"Federal Contractor Veterans' Employment Report VETS-100."
(c) Reports shall be submitted no later than March 31 of each year
beginning March 31, 1988.
(d) The employment activity report required by paragraph (a)(2) of this
clause shall reflect total hires during the most recent 12-month
period as of the ending date selected for the employment profile
report required by paragraph (a)(1) of this clause. Contractors may
select an ending date: (1) As of the end of any pay period during the
period January through March 1 of the year the report is due, or (2)
as of December 31, if the Contractor has previous written approval
from the Equal Employment Opportunity Commission to do so for purposes
of submitting the Employer Information Report EEO-1 (Standard Form
100).
(e) The count of veterans reported according to paragraph (a) of this
clause shall be based on voluntary disclosure. Each Contractor
subject to the reporting requirements at 38 U.S.C. 2012(d) shall
invite all special disabled veterans and veterans of the Vietnam era
who wish to benefit under the affirmative action program at 38 U.S.C.
2012 to identify themselves to the Contractor. The invitation shall
state that the information is voluntarily provided, that the
information will be kept confidential, that disclosure or refusal to
provide the information will not subject the applicant or employee to
any adverse treatment, and that the information will be used only in
accordance with the regulations promulgated under 38 U.S.C. 2012.
(f) Subcontracts. The Contractor shall include the terms of this clause
in every subcontract or purchase order of $10,000 or more unless
exempted by rules, regulations, or orders of the Secretary.
43. 52.209-6 - PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUNE 1991)
(a) The Government suspends or debars Contractors to protect the
Government's interests. Contractors shall not enter into any
subcontract in excess of the small purchase limitation at FAR 13.000
with a Contractor that has been debarred, suspended, or proposed for
debarment unless there is a compelling reason to do so.
(b) The Contractor shall require each proposed first-tier subcontractor,
whose subcontract will exceed the small purchase limitation a FAR
13.000, to disclose to the Contractor, in writing, whether as of the
time of award of the subcontract, the subcontractor, or its
principals, is or is not debarred, suspended, or proposed for
debarment by the Federal Government.
(c) A corporate officer or designee of the Contractor shall notify the
Contracting Officer, in writing, before entering into a subcontract
with a party that is debarred, suspended or proposed for debarment
(See FAR 9.404 for information on the List of Parties Excluded from
Procurement Programs). The notice must include the following:
INITIALS:________ & ___________ 28
LESSOR GOVERNMENT
(1) The name of the subcontractor;
(2) The Contractor's knowledge of the reasons for the subcontractor
being on the List of Parties Excluded from Procurement Programs;
(3) The compelling reason(s) for doing business with the
subcontractor notwithstanding its inclusion on the List of
Parties Excluded from Procurement Programs;
(4) The systems and procedures the Contractor has established to
ensure that it is fully protecting the Government's interests
when dealing with such subcontractor in view of the specific
basis for the party's debarment, suspension, or proposed
debarment.
44. 52.215-24 - SUBCONTRACTOR COST OR PRICING DATA (DEC 1991)
(Applies when the clause 52.215-22 is applicable.)
(a) Before awarding any subcontract expected to exceed $100,000, or for
the Department of Defense, the National Aeronautics and Space
Administration and the Coast Guard, expected to exceed $500,000, when
entered into, or before pricing any subcontract modification involving
a pricing adjustment expected to exceed $100,000, or for the
Department of Defense, the National Aeronautics and Space
Administration and the Coast Guard, expected to exceed $500,000, the
Contractor shall require the subcontractor to submit cost or pricing
data (actually or by specific identification in writing), unless the
price is--
(1) Based on adequate price competition;
(2) Based on established catalog or market prices of commercial items
sold in substantial quantities to the general public; or
(3) Set by law or regulation.
(b) The Contractor shall require the subcontractor to certify in
substantially the form prescribed in subsection 15.804-4 of the
Federal Acquisition Regulation (FAR) that, to the best of its
knowledge and belief, the data submitted under paragraph (a) of this
clause were accurate, complete, and current as of the date of
agreement on the negotiated price of the subcontract or subcontract
modification.
(c) In each subcontract that exceeds $100,000, or for the Department of
Defense, the National Aeronautics and Space Administration, and the
Coast Guard, expected to exceed $500,000, when entered into, the
Contractor shall insert either--
(1) The substance of this clause, including this paragraph (c), if
paragraph (a) above requires submission of cost or pricing data
for the subcontract; or
(2) The substance of the clause at at 52.215-25, Subcontractor Cost
or Pricing Data--Modifications.
45. 52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED
BUSINESS CONCERNS (FEB 1990)
(Applicable to leases which exceed $25,000.)
(a) It is the policy of the United States that small business concerns and
small business concerns owned and controlled by socially and
economically disadvantaged individuals
INITIALS:________ & ___________ 29
LESSOR GOVERNMENT
shall have the maximum practicable opportunity to participate in
performing contracts let by any Federal agency, including contracts
and subcontracts for subsystems, assemblies, components, and related
services for major systems. It is further the policy of the United
States that its prime contractors establish procedures to ensure the
timely payment of amounts due pursuant to the terms of their
subcontracts with small business concerns and small business concerns
owned and controlled by socially and economically disadvantaged
individuals.
(b) The Contractor hereby agrees to carry out this policy in the awarding
of subcontracts to the fullest extent consistent with efficient
contract performance. The Contractor further agrees to cooperate in
any studies or surveys as may be conducted by the United States Small
Business Administration or the awarding agency of the United States as
may be necessary to determine the extent of the Contractor's
compliance with this clause.
(c) As used in this contract, the term "small business concern" shall mean
a small business as defined pursuant to section 3 of the Small
Business Act and relevant regulations promulgated pursuant thereto.
The term "small business concern owned and controlled by socially and
economically disadvantaged individuals" shall mean a small business
concern (1) which is at least 51 percent unconditionally owned by one
or more socially and economically disadvantaged individuals; or, in
the case of any publicly owned business, at least 51 per centum of the
stock of which is unconditionally owned by one or more socially and
economically disadvantaged individuals; and (2) whose management and
daily business operations are controlled by one or more of such
individuals. This term also means a small business concern that is at
least 51 percent unconditionally owned by an economically
disadvantaged Indian tribe or Native Hawaiian Organization, or a
publicly owned business having at least 51 percent of its stock
unconditionally owned by one of these entities which has its
management and daily business controlled by members of an economically
disadvantaged Indian tribe or Native Hawaiian Organization, and which
meets the requirements of 13 CFR 124. The Contractor shall presume
that socially and economically disadvantaged individuals include Black
Americans, Hispanic Americans, Native Americans, Asian-Pacific
Americans, Subcontinent Asian Americans, and other minorities, or any
other individual found to be disadvantaged by the Administration
pursuant to section 8(a) of the Small Business Act. The Contractor
shall presume that socially and economically disadvantaged entities
also include Indian Tribes and Native Hawaiian Organizations.
(d) Contractors acting in good faith may rely on written representations
by their subcontractors regarding their status as either a small
business concern or a small business concern owned and controlled by
socially and economically disadvantaged individuals.
46. 52.219-9 - SMALL BUSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING
PLAN (JAN 1991)
(Applicable to leases which exceed $500,000.)
This clause incorporates the clause at FAR 52.219-9 by reference. It has
the same force and effect as if it were included in full text. Upon
request, the contracting officer will make the full text available.
INITIALS:________ & ___________ 30
LESSOR GOVERNMENT
47. 52.219-16 - LIQUIDATED DAMAGES--SMALL BUSINESS SUBCONTRACTING PLAN
(VARIATION) (AUG 1989).
(Applicable to leases which exceed $500,000)
(a) "Failure to make a good faith effort to comply with the subcontracting
plan," as used in this clause, means a willful or intentional failure
to perform in accordance with the requirements of the subcontracting
plan approved under the clause in this contract entitled "Small
Business and Small Disadvantaged Business Subcontracting Plan," or
willful or intentional action to frustrate the plan.
(b) If, at contract completion, or in the case of a commercial products
plans, at the close of the fiscal year for which the plan is
applicable, the Contractor has failed to meet its subcontracting goals
and the Contracting Officer decides in accordance with paragraph (c)
of this clause that the Contractor failed to make a good faith effort
to comply with its subcontracting plan, established in accordance with
the clause in this contract entitled Small and Small Disadvantaged
Business Subcontracting Plans, the Contractor shall pay the Government
liquidated damages in an amount stated. The amount of damages
attributable to the Contractor's failure to comply shall be an amount
equal to the actual dollar amount by which the Contractor failed to
achieve each subcontract goal or, in the case of a commercial products
plan, that portion of the dollar amount allocable to Government
contracts by which the Contractor failed to achieve each subcontract
goal.
(c) Before the Contracting Officer makes a final decision that the
Contractor has failed to make such good faith effort, the Contracting
Officer shall give the Contractor written notice specifying the
failure and permitting the contractor to demonstrate what good faith
efforts have been made. Failure to respond to the notice may be taken
as an admission that no valid explanation exists. If, after
consideration of all pertinent data, the Contracting Officer finds
that the Contractor failed to make a good faith effort to comply with
the subcontracting plan, the Contracting Officer shall issue a final
decision to that effect and require that the contractor pay the
Government liquidated damages as provided in paragraph (b) of this
clause.
(d) The Contractor shall have right of appeal, under the clause in this
contract entitled Disputes, from any final decision of the Contracting
Officer.
(e) Liquidated damages shall be in addition to any other remedies that the
Government may have.
48. 52.219-13 - UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (AUG 1986)
(a) "Women-owned small businesses," as used in this clause, means
businesses that are at least 51 percent owned by women who are United
States citizens and who also control and operate the business.
"Control," as used in this clause, means exercising the power to make
policy decisions.
"Operate," as used in this clause, means being actively involved in
the day-to-day management of the business.
INITIALS:________ & ___________ 31
LESSOR GOVERNMENT
"Small business concern," as used in this clause, means a concern
including its affiliates, that is independently owned and operated,
not dominant in the field of operation in which it is bidding on
Government contracts, and qualified as a small business under the
criteria and size standards in 13 CFR 121.
(b) It is the policy of the United States that women-owned small
businesses shall have the maximum practicable opportunity to
participate in performing contracts awarded by any Federal agency.
(c) The Contractor agrees to use its best efforts to give women-owned
small businesses the maximum practicable opportunity to participate in
the subcontracts it awards to the fullest extent consistent with the
efficient performance of its contract.
(d) The Contractor may rely on written representations by its
subcontractors regarding their status as women-owned small businesses.
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LESSOR GOVERNMENT
ADDENDUM TO GENERAL CLAUSES
PART ONE - GENERAL CLAUSES:
The Government has received requests to modify some of its General Clauses.
Some of the requested changes have been considered because some offerors
indicated that these changes would enable them to obtain better financing
through which a lower rental rate could be offered to the Government.
At this time the Government would like to further consider this issue to assess
the financial impact of it. Therefore, best and final offers are requested to
also contain a rental rate structured on the following potential General Clause
modifications. Owners and/or their agents should submit an alternative GSA form
1364 to reflect a revised offer based on the General Clauses modifications
contained in this Amendment. Block 20 should indicate that the alternate offer
is based on these modifications.
Although the financial evaluation portion of all offerors will not be based on
the additional rental rate as requested above, if there is a financial impact in
the event the Government decided to allow the modifications to the General
Clauses contained herein, owners and/or their agents are requested to submit an
additional rental rate structured on these modifications contained herein. If
there is no financial impact, an alternate GSA Form 1364 is not required, but
offerors must state that there is no impact in their offer. If the Government
determines that the reduced rental rate the winning offeror submits justifies
the various risks assumed in allowing the modifications contained in this
amendment to the General Clauses, the Government reserves the right to accept
the offer of the prevailing offeror with the modifications allowed.
The following Modifications to the General Clauses are proposed:
1. General Clause 2. 552.270-11 - Subletting and Assignment
The Government may assign the lease or sublet any part of the premises, but
shall not be relieved of any obligation under this lease by reason of any such
assignment or subletting.
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LESSOR GOVERNMENT
