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FY2016-54 &54A-D; GSA Government Services Administration (GSA) Lease Agreement Bbetween NOAA And Kodiak Island Borough For The Kodiak Fisheries Research CenterDocuSign Envelope ID: 9F10C3C0-64ED-45C9-A750-58A7F5DDD992 GENERAL SERVICES ADMINISTRATION PUBLIC BUILDINGS SERVICE LEAST= AMENDMENT No.3 TO LEASE NO. GS-10P-LAK07482 LEASE AMENDMENT BLDG NO. AK3331 ADDRESS OF PREMISES: PDN Number: NIA KODIAK ISLAND NOAA BLDG 01 RESEARCH COURT KODIAK, AK 99615-6398 THIS AMENDMENT is made and entered into between KODIAK Island Borough whose address is: Office of the Borough Manager, 710 Mil Bay Road, Kodiak, AK 99615-6398 hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government: WHEREAS, the parties hereto desire to amend the above Lease to accept and memorialize the Lessor's submitted 1217s for Adjustment Period 1 (fiscal years ending in 2017, 2018, and 2019), Update the rent chart, update payee information adjust the Operating Cost Base, and reaffirm the Operating Costs Adjustment process. NOW THEREFORE, these parties for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, covenant and agree that the said Lease is amended, effective, April 1, 2019 as follows: Paragraphs 1.03 RENT AND OTHER CONSIDERATIONS (APR 2015) A (Rent Chart), and D (Payee) , 1.07 OPERATING COST BASE (SEP 2013), 2.07 OPERATING COSTS ADJUSTMENT (JUN 2012) are deleted and replace; and FAR 52.232.33 PAYMENT BY ELECTRONIC FUNDS TRANSFER — SYSTEM FOR AWARD MANAGEMENT (JUL 2013) is incorporated by reference. In accordance with paragraph 2.07 B. the Lessor submitted 1217s (Lessor's Annual Cost Statement) for Adjustment Period 1 (fiscal years ending in 2017, 2018, and 2019) have been reviewed and accepted by the Agency and GSA. The Operating Cost average for Adjustment Period 1 is $392,965.33. The new Operating Costs Base is adjusted to reflect $392,965.33 for Adjustment Period 2 (fiscal years ending 2020, 2021, 2022, 2023, 2024) subject to paragraph 2.07 D. The overpayment by the Government to the Lessor of $181,785.00 for Adjustment Period 1 will be reimbursed to the Government in accordance with paragraph 2.07 D. as reflected in the rent chart below. This Lease Amendment contains 4 page(s). All other terms and conditions of the lease shall remain in force and effect. IN WITNESS WHEREOF, the parties subscribed their names as of the below date. FOR THE LESSOR: Signature: Name: t ' Title: r- Entity Name; fit;` lr 1 ,lr, n ( ms,r�4n Date- 3 - A - 2.1 WITNESSED FOR THE LESSOR BY: Signature: Z 1, LJl, r) , Name: 3,�ncn Title: F,r\rrncP 10" l't-t��- Date: ?, 11- "D — — FOR THE GOVERNMENT: DocuSigned by: -4� s Signature: Name: Title: Lease Contracting Officer GSA, Public Buildings Service, 3/11/2021 Date: Lease Amendment Form 12112 DocuSign Envelope ID: 9F10C3C0-64ED-45C9-A750-58A7F5DDD992 Lease Amendment No. 3— GS -10B-07482 PAGE 2 of 4 1.03 RENT AND OTHER CONSIDERATION (OCT 2019) A. The Government shall pay the Lessor annual rent, payable in monthly installments in arrears, at the following rates; 'Base Operating Costs are not subject to CPI adjustments, but are subject to lease paragraphs 2.07 A through E. 2 Building improvement Bond — See Lease Exhibit F. 'Management Fee is defined by Paragraph 2.01 L. ` Per paragraph 2.07 D. the Lessor's repayment of $181,785.00 is amortized at 0°% (536,357.00 annually) over the 5 -year tern of Lease Period 2. D. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses_ Rent shall be payable using the EFT information contained in the System for Award Management (SAM). In the event the EFT information changes, the Lessor shall be responsible for providing the updated information to SAM. Failure by the Lessor to maintain an active registration in SAM may result in delay of rental payments until such time as the SAM registration is activated_ 1.07 OPERATING COST BASE The parties agree, for the purpose of applying the paragraph titled "Operating Costs Adjustment," that the Lessor's base rate for operating costs shall be $392,965.33 per annum (15.51260 per RSF) including insurance (hazard, liability, etc.) costs of $23,014.00. The Operating Cost Base shall be reset consistent with Lease paragraph 2.07 C. The Lessor will submit GSA Form 1217 (Lessor's Annual Cost Statement) by December 31st each years as derived from the Lessor's Fiscal Year ending March 31st of each year. 2.07 OPERATING COSTS ADJUSTMENT (JUN 2012) A. Operating Costs Defined The Operating Cost Base will be adjusted in accordance with paragraphs 2.07 C., D., and E. These costs are costs for cleaning services, supplies, material, maintenance, trash removal, landscaping, elevators, water, sewer charges, heating, air conditioning, electricity, insurance (hazard, liability, etc.), and salaries for the following positions 1) Building engineer and actual labor costs for 2) Maintenance Mechanic and 3) Seasonal Borough Employees which are directly attributable to occupancy. B. Process for Review and Approval of Actual Operating Costs Each year the Lessor is required to submit to GSA the GSA Form 1217 (Lessor's Annual Cost Statement) reflecting the Operating Costs for the year no later than December 31st. The parties will schedule a meeting within 30 days after the submission of the Operating Costs (1217) to reconcile and accept the GSA Form 1217 by Lease Amendment. T r s to submit the GSA Form Ea INITIALSCSSOR & GOVT Leese Amendment Form 12!12 FIRM TERM NON-FIRM TERM LEASE PERIOD 2 LEASE PERIOD 3 LEASE PERIOD 4 LEASE PERIOD b APRIL 1, 2019— MARCH 31, APRIL 1, 2024— MARCH 31, 2024 2029 APRIL 1, 2029—MARCH 31, APDL 1, 2034—MARCH 31, 2034 2036 ANNUAL RENT ANNUAL RENT ANNUAL RENT ANNUAL RENT SHELL RENT $185,867.00 $185,867.00 $185,867.00 $185,867.00 OPERATING COSTS' $ 392,965.33 $ 392,965.33 $ 392.965.33 $392,96533 BUILDING IMPROVEMENT BOND $169,349.00 $ 169,349.00 $0.00 $0.00 MANAGEMENT FEES $ 60,000.00 $ 60,000.00 $60,000.00 $60.000.00 TOTAL ANNUAL RENT $808,181.33 $808,181.33 $638,832.33 $638,832.33 LESSOR REPAYMENT OF OPERATING COST OVERPAYMENT FOR LEASE PERIOD 1` ($36,367.00) 'Base Operating Costs are not subject to CPI adjustments, but are subject to lease paragraphs 2.07 A through E. 2 Building improvement Bond — See Lease Exhibit F. 'Management Fee is defined by Paragraph 2.01 L. ` Per paragraph 2.07 D. the Lessor's repayment of $181,785.00 is amortized at 0°% (536,357.00 annually) over the 5 -year tern of Lease Period 2. D. Rent shall be paid to Lessor by electronic funds transfer (EFT) in accordance with the provisions of the General Clauses_ Rent shall be payable using the EFT information contained in the System for Award Management (SAM). In the event the EFT information changes, the Lessor shall be responsible for providing the updated information to SAM. Failure by the Lessor to maintain an active registration in SAM may result in delay of rental payments until such time as the SAM registration is activated_ 1.07 OPERATING COST BASE The parties agree, for the purpose of applying the paragraph titled "Operating Costs Adjustment," that the Lessor's base rate for operating costs shall be $392,965.33 per annum (15.51260 per RSF) including insurance (hazard, liability, etc.) costs of $23,014.00. The Operating Cost Base shall be reset consistent with Lease paragraph 2.07 C. The Lessor will submit GSA Form 1217 (Lessor's Annual Cost Statement) by December 31st each years as derived from the Lessor's Fiscal Year ending March 31st of each year. 2.07 OPERATING COSTS ADJUSTMENT (JUN 2012) A. Operating Costs Defined The Operating Cost Base will be adjusted in accordance with paragraphs 2.07 C., D., and E. These costs are costs for cleaning services, supplies, material, maintenance, trash removal, landscaping, elevators, water, sewer charges, heating, air conditioning, electricity, insurance (hazard, liability, etc.), and salaries for the following positions 1) Building engineer and actual labor costs for 2) Maintenance Mechanic and 3) Seasonal Borough Employees which are directly attributable to occupancy. B. Process for Review and Approval of Actual Operating Costs Each year the Lessor is required to submit to GSA the GSA Form 1217 (Lessor's Annual Cost Statement) reflecting the Operating Costs for the year no later than December 31st. The parties will schedule a meeting within 30 days after the submission of the Operating Costs (1217) to reconcile and accept the GSA Form 1217 by Lease Amendment. T r s to submit the GSA Form Ea INITIALSCSSOR & GOVT Leese Amendment Form 12!12 DocuSign Envelope ID: 9F10C3C0-64ED-45C9-A750-58A7F5DDD992 Lease Amendment No. 3—GS-10B-07482 PAGE 3 of 4 1217 is Leasing Division, Attn: Leasing Branch Chief, 400 SW 15th St, Auburn, WA 98001 (GSA's submission address is subject to change with 10 days written notice to Lessor). C. Accounting Reconciliation The Operating Costs are a pass-through. The lease is divided into a series of adjustment periods beginning with a three year (Adjustment Period 1) followed by three 5 -year adjustment periods (Adjustment Periods 2,3, and 4), and one 2 -year adjustment period (Adjustment Period 5). Subject to paragraph D, the Operating Cost Base will remain the same for the first adjustment period. The annual Operating Costs (from the officially accepted GSA Form 1217s) from the first period will be compared to the annual Operating Cost Base. The difference in operating costs is called the Variance (annual Operating Costs actuals (1217x) — annual Operating Cost Base = Variance). At the end of each Adjustment Period (first three years is Adjustment Period 1), the Variance for each year of the Adjustment Period will be added to equal the Variance Grand Total' (see example below). This Variance Grand Total may be paid by lump sum or amortized at 0% interest (see example below) over the next Adjustment Period with an effective date of April 1 s'. The annual average of the Operating Costs actuals (1217) equals the New Operating Cost Bases (see example below). The same process will continue for the next adjustment periods (Adjustment Periods 2, 3, 4, and 5) and will result in a Variance Grand Total (difference) that will be paid lump sum by the owing party. All Operating Cost Base changes will be made by Lease Amendment with the effective date at the start of each adjustment period. An example of the process follows below. EXAMPLE ADJUSTMENT PERIOD 2 L4111/19 — 3/31124 OPERATING LEASE YEAR ACTUAL 1217 COST BASE VARIANCE 411119 -3131/20 $450,00000 $511,200.00 $61.200.00 4/l/20-3/31/21 $530,000.00 $511,200M $18,800.00 411121-3131122 $518,00000 $511,200.00 $6,80000 411122-3131123 $522.00000 $511,200.00 $10,800.00 411123-3131124 $530.00000 $511,200.00 $18.800.00 GRAND TOTALS $2,550.000.00 $2,556.000.00 ($6,000.00)1 AVERAGE OF 1217S' $610,000.00 ANNUAL RECOUP' AMOUNT(ANNUAL $1,200 AVERAGE FOR ANNUALLY ADJUSTMENT PERIOD 3 OR $$,000.40 6-YEARS)IOR LUMP SUM PAYMENT DUE 4-1-2024 LUMP SUM NEW OPERATING COST BASE (EFFECTIVE 4-1-2024 $510,000.00 D. ADJUSTMENT OF OPERATING COST BASE If the Operating Costs increase or decrease by more than 25% cumulative within an adjustment period, the difference will be reimbursed or credited at 0% interest and adjusted by negotiation and Lease Amendment with aective date of April 1st following submission of the GSA Form 1217. /7 Ea INITIALS. 8 S O GOVT DocuSign Envelope ID: 9F10C3C0-64ED-45C9-A750-58A7F5DDD992 Lease Amendment No. 3—GS-10B-07482 PAGE 4 of 4 E. Adjustment Periods. GSA FORM 1217 SUBMISSION SCHEDULE ADJUSTMENT PERIOD 2 411119 — 3131124 ADJUSTMENT PERIOD 3 411124 — 3/31129 ADJUSTMENT PERIOD 4 411129 — 3131134 ADJUSTMENT PERIOD 5 (4/1134— 3/31126 LEASE YEAR SUBMISSION DATE LEASE YEAR SUBMISSION DATE LEASE YEAR SUBMISSION DATE SUBMISSION LEASE YEAR DATE 411/19 -3131120 12/31/20 4/1124-3131125 12/31/25 411129-3/31130 12/31/30 411/34- 3/31135 12/31/35 411/20-3/31121 12/31/21 4/1125-3131/26 12/31/26 411/30-3131131 12/31/31 411135-3131136 12/31/36 4/l/21-3/31/22 12/31/22 4/1126-3/31/27 12/31127 4/1131-3/31132 12/31/32 4/1122-3/31123 12/31/23 4/1127-3/31/2 12/31/28 411132-3/31133 12/31/33 4/1123 —3/31124 12/31/24 4/1128-3/31/294 12131/29 411133— 3/31134 12/31/34 ALL OTHER TERMS AND CONDITIONS OF THE LEASE REMAIN IN FULL FORCE AND EFFECT DS INITIALS:tEO B G0 I' Lease Amendment Form 17!12 Certificate Of Completion Envelope Id: 9F10C3CO64ED45C9A75058A7F5DDD992 Subject: Please DocuSign: Scanned from a Xerox Multifunction Printer (17).pdf Source Envelope: Document Pages: 4 Signatures: 1 Certificate Pages: 1 Initials: 3 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC) Dublin, Edinburgh, Lisbon, London Record Tracking Status: Original 3/11/2021 10:49:34 PM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Lorae Schin lorae.schin@gsa.gov US General Services Administration Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Holder: Lorae Schin lorae.schin@gsa.gov Pool: FedRamp Pool: US General Services Administration Signature E0DocuSigned by: ue S 845341AE2EED447... Signature Adoption: Pre -selected Style Using IP Address: 159.142.146.2 Signature Status Status Status Status Status Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Docu5�". 6 S E C U R E 6 Status: Completed Envelope Originator: Lorae Schin 180OF F St NW Washington DC, DC 20405 lorae.schin@gsa.gov IP Address: 159.142.146.2 Location: DocuSign Location: DocuSign Timestamp Sent: 3/11/2021 10:50:50 PM Viewed: 3/11/2021 10:51:02 PM Signed: 3/11/2021 10:51:09 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 3/11/2021 10:50:50 PM 3/11/2021 10:51:02 PM 3/11/2021 10:51:09 PM 3/11/2021 10:51:09 PM Payment Events Status Timestamps DocuSign Envelope ID: OB6422AO-8339-45EA-9EF8-OA15E93C36B9 V CNCKAL JCK V I%orQ AUMINIA I KA I JUN PUBLIC BUILDINGS SERVICE LEASE AMENDMENT lak Island NOAA Building Research Court iak, AK 99615-7400 LEASE TO LEASE NO. GS-10P-LAK07482 THIS AMENDMENT is made and entered Into between Kodiak Island Borough whose address is: 710 MITI Bay Road, Rm 104, Kodiak, AK 99615-6340 hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government: WHEREAS, the parties hereto desire to amend the above Lease for the purposes of clarifying the Lessor's DUNS number. NOW THEREFORE, these parties for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, covenant and agree that the said Lease is amended, effective upon execution by the Government as follows: The Lessor's DUNS number is: 099637122 This Lease Amendment contains 1 page. All other terms and conditions of the lease shall remain In force and effect. IN WITNESS WHEREOF, the parties subscribed their names as of the below date. FOR THE LESSOR: Signature: Y v V Name: e Title: Entity Name: Kodiak Isla d Borouch Date: WITNESSED FOR THE LESSOR BY: Signature: Name:v Title: / Date: FOR THE GOVERNMENT: Uocuftnetl by: Signature: b/" Name: Ash ev Horstman Title: Lease Contracting Officer GSA, Public Buildings I .._._. � 9 1�Fgozo T1s Certificate Of Completion Docu�i�., ■rrceero Envelope Id: OB6422AO833945EA9EF8OA15E93C36B9 Subject: Please DocuSign: LAK07482 LA to correct DUNS number.pdf Source Envelope: Document Pages: 1 Signatures: 1 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC) Dublin, Edinburgh, Lisbon, London Record Tracking Status: Original 6/8/2020 9:34:36 PM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Ashley Horstman ashloy.homtman@gsa.gov Lease Contracting Officer US General Services Administration Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Kristie Garcia kristie.garcia@gm.gov US General Services Administration Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Status: Completed Envelope Originator: Ashley Horstman 180OF F Sl NW Washington DC, DC 20405 ashley. horstman@gsa.gov IP Address: 159.142.146.1 Holder: Ashley Horstman Location: DocuSign ashlay.horstman@gsa.gov Pool: FedRamp Pool: US General Services Administration Location: DocuSign Signature Timestamp ntrL:. Sent: 6/8/2020 9:42:03 PM [o:mm•.a �'°/----- ,,r`"" Viewed: 6/8/2020 9:42:32 PM awamwrewo_ Signed: 6/8/2020 9:42:37 PM Signature Adoption: Pre -selected Style Using IP Address: 159.142.146.1 Signature Status Status Status Status Status COPIED Signature Signature Status Hashed/Encrypted Security Checked Security Checked Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 6/6/2020 9:42:03 PM Timestamp Timestamp Timestamps 6/8/2020 9:42:04 PM 6/8/2020 9:42:32 PM 6/8/2020 9:42:37 PM Envelope Summary Events Completed Status Security Checked Timestamps 6/612020 9:42:37 PM Payment Events Status Timestamps i1 -. L— L C.F— r GENERAL SERVICES ADMINISTRATION PUBLIC BUILDINGS SERVICE LEASE AMENDMENT No.1 TO LEASE NO. GS-10P-LAK07482 Bldg. # AK3331ZZ LEASE AMENDMENT ADDRESS OF PREMISES KODIAK ISLAND NOAA BLDG 301 Research Court Kodiak, AK 99615-6398 THTS AGREEMENT, made and entered Into this date by and between Kodiak Island Borough whose address Is: Office of the Borough Manager, 710 Mil Bay Road, Kodiak, AK 996156399 hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government: ~Sq WHEREAS, the parties hereto desire to amend the above Lease to correct Paragraph 2.07 OPERATING COSTS ADJUSTMENTS, NOW THEREFORE, these parties for the considerations hereinafter mentioned covenant and agree that the said Lease Is amended, effective August 4, 2017 as follows: Paragraph 2.07 shall be deleted In its entirety and replaced with the below paragraph: 2.07 OPERATING COSTS ADJUSTMENT (JUN 2012) A. The Operating Cast Base will be the same for the first three (3) years of the lease, subject to paragraph D. These costs are costs for cleaning services, supplies, material, maintenance, trash removal, landscaping, elevators, water, sewer charges, healing, air conditioning, electricity and Insurance (hazard, liability, etc.) and salaries for the following positions 1) Building Engineer and actual labor costs for 2) Maintenance Mechanic and 3) Seasonal Borough Employees which are directly alribulayle to occupancy. b B. Each year the Lessor is required to submit to GSA the GSA Form 1217 reflecting the Operating Costs for the year no later than December 31'x. The parties will schedule a meeting within 30 days after the submission of the Operating Costs to reconcile and accept the GSA Form 1217 by Lease Amendment. The address to submit the GSA Form 1217 Is Leasing Division, Attn: Leasing Branch Chief, 400 SW le SI, Auburn, WA 98001. This Lease Amendment contains 3 pages. All other terms and conditions of the lease shall remain In force and effect. IN WITNESS WHEREOF, the parties subscribed their names as of the below date. FOR THE LESSDR: FOR THE GOVERN T: Signature: - Signature: Name: !-1; r LUL i,_ V10 i L I el,T D aNN�@{me: Michael O'Brien Title: o r A f.JSltI Lease C ntracting Officer Enlily Name: F ?T' GSA, Pu lit Pulldings Service Date: 10-02-7ot-f f raj � -x WITNESSED FOR THE LESSOR BY ;A � Signature: A{�t1No a M. Javier, MMC, Borough lark Name: Kodiak Island Borough Title: Date: Lease Amendment Form 09112 Lease Amendment Na. 1-- GS -IOP- AK07482 PAGE 2 cf a C. The Operating Costs area pass-through. The lease is divided into a series of adjustment periods beginning with a three year followed by three (5) year and a two year adjustment period. Subject to paragraph D, the Operating Cost Base will remain the same for the first adjustment period. The Operating Casts (from the officialty accepted GSA Form 1217's) from the first period will be averaged, (X =Total Operating Cosisladjustment period length) At the end of the first three year adjustment period, the difference between the average Operating Costs and the annual Operating Cost Base will be divided by the next adjustment length to determine the variance. (Y=(Operating Costs average - annual Operating Cost Sase)Mext adjustment length) The variance plus the average of the Operating Costs equals the New Operating Cost Base. (X+Y = New Operating Cost Base) The same process will continue for the next adjustment perlods;years 9-13 and 14-18 and 19-20) Years 19 and 20 will result In a difference that will be paid lump sum by the owing party. All Operating Cost Base changes will be made by lease Amendment with the effective date at the start of each adjustment period. An example of the process follows below. Example Operating Cosi: Actual -1217 Base Variance 4/1/2016-3/31/2017 $505,000 5 500,005 $5,000 4/1/2017-3/31/2018 $505,000 S 500,000 $5,000 4/1/2018 - 3/31/2019 $511,000 $ 500,00D $11,000 Totals $1,521,000 $ 1,500,Wo $21,000 Average (total/3) Annual recoup amount (total variance/ 5 years) New base (effective 4/1/2019) Operating Cost: 4/1/2019 - 3/31/2020 4/1/2020 -3 /31/2021 4/1/2021-3/31/2022 4/1/2022-3/31/2023 4/1/2023-3/31/2024 Totals Average (total/3) Annual recoup amount (total variance/5 years) New base (effective 4/1/2024) $507,000 $4,200 $511,200 Actual -1217 Base Variance $512,000 $ 511,200 $800 $530,000 $ 511,200 $18,800 $518,000 $ 511,200 $6,800 S522,000 $ 511,200 $10,800 $530,000 $ 511,200 $18,800 $2,612,000 $ 2,556,000 $56,000 $522,400 $11,200 $533,600 D. if the Operating Costs increase or decrease by more than 25% cumulative within an adjustment period, the difference will be reimbursed or credited at 000o interest and adjusted by negotiation and Lease Amendment with an effective date of April 1°S following submission of the GSA Form 1217. INITIALS & �/ LESSOR GOVT Leass Amendment f=arm 07112 E. Adjustment Periods. Firm Term Adjustment Period 1 YR1 4/1/2016-3/31/2017 YR 2 4/1/2017 -3/31/2016 YR 3 4/1/2018 - 3/31/2019 Adjustment Period 2 YR 4 4/1/2019 - 3/31/2020 YR 5 4/1/2020 - 3/31/2021 YR 6 4/1/2021- 3/31/2022 YR 7 4/l/2022- 3/31/2023 YR 8 4/1/2023 - 3/31/2024 Adjustment Period 3 YR 9 4/1/2024 - 3/31/2025 YR 30 4/1/2025 - 3/31/2026 YR 11 4/1/2026 -3/31/2027 YR 12 4/1/2027-3/31/2028 YR 13 4/1/2028 - 3/31/2029 Nan -Firm Term Adjustment Period 4 YR 14 4/1/2029 - 3/31/2030 YR 15 4/1/2030 -3/31/2032 YR 16 4/1/2031-3/31/2032 YR 17 4/1/2032-3/31/2033 YR 18 4/l/2033- 3/31/2034 Adjustment I Period 5 YR 19 4/1/2034 - 3/31/2035 YR 20 4/1/2435 - 3/31/2036 Lease A noncirnent No. 1- GS -t OP-LAK07482 PAGE 303 ENITLALS 8 A-0) LESSOR GOYr Lease Amendmsat Form 0N12 i 1�,. � � �"r � � � ► I�� fir'" �, , . LEASE NO. GS-10P-LAK07482 Succeeding/Superseding20 Lease GSA FORM L202 (May 20Lease I' "in,ICfiGNS TO """IGltSlrmmot atemmI°mt too compfete tlmis lease form]GSA Lease i or°n 1-202) l'prmselection for aw airrl, GSA nrl tramscritueti-ue smuur5full Ofeumm 9 fGamai Dffeired rent anid mother, price dada Ilinclluided on the (lease proposal form GSA 1...,ease 'Prolllrosalll Form t6Siularmmr erellrr,aftersuucc , l311roposrrurum�errmtlorm. allforVlrLeaseIFoirrumm, aurid traiu'irsmrulG'l: time completedIl Lease orm^�n, togetlher wil'ffi appropriate ai This Lease is made and entered into between Kodiak Island Borough (Lessor),, whose principal place of business and contact information is Office of the Borough Manager, 710 Mill Say Road, Kodiak, AK 99615-6398, Phone (907) 486-9301 and whose interest in the Property described herein is that of Fee Owner„ and The United Slates of America (Government); whose principal place of business and contact information is Leasing Division, Attn: Leasing Branch Chief, 400151h St SW, Auburn, WA 98001 and acting by and through the designated representative of the General Services Administration (GSA), upon the terms and conditions set forth herein, Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows: Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at 301 Research Court, Kodiak, Alt 99615-6398 and more fully described in Section 1 and Exhibit A, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by GSA. LEASE TERM To Have and To Hold the said Premises with its appurtenances for the term beginning April 1, 2016 and continuing for a period of 20 Years, 15 Years Firm, subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, along with any applicable termination and renewal rights, shall be more specifically set forth in a Lease Amendment upon substantial completion and acceptance of the Space by the Government. In Witness Whereof, the parties to this Lease evidence their agreement to all terms and conditions set forth herein by their signatures below, to be effective as of the date of delivery of the fully executed Lease to the Lessor, FOR THE LES , :HE FOR TGOVERNMENT: *�GOV NMENT: " 71 Name: [Name] Lease Contracting Officer Title: m b General Servis Ad inistralion, Public Buildings Service Date: Date: ,.�° � WITNESSED FOR THE LESSOR BY: rMN1� c Names, .- • cli Title: LEASE NO. G5-10P-LAK07482, LESSOR: VERNMENT: " GSA FORM L202 (06115) L�j I I -,�,Imvj r I I EIR L�1111�111WAVK -I' 0VL;jvfll Ibis r, 11 In ton I, Ij at- 1��glulilzio I I I" LEASE NO. GS-10P-LAK07482 LESSOR: —Q—kOVERNMENT: GSA FORM L202 (05115) SECTION 11 TIHIE PREMISES, RENT,, AND, OTHER TERMIS I 1-01 THE PREMISES (SUCCEEDING) (SEP 20113) ........... .. . . .................. ........ ....... -'- ... _ _ .................................. __ '__j 1 02 EXPRESS APPURTENANT RfGHI$ (SEP 2013;),,, - - . . ........ .... ........... ........ .... .. ....... ... ....... 1 013 RENTAND OTHER CONSIDERATIONS (APR 2015) ........ _._- ......... -- ....... ............................... 1 04 TERMINAVON RIGHTS pAUG 2011) .. .. ..... ...... ... l....... ............ ................ . ...... - .1.1 .... 1,-05 DOCUMENTS INCORPORATED INT THE LEASE (APR 2015), ............ ............................................................... ---. --2 1.06 PERCENT A,GOIF OCCUPANCYPUN 2012),- ,... ......... -- ...... - ................... ............... 2 1,07 OPERA�TING,�(STIBASrm($�r=P,20'13,)..... , ....... ....... ... ......... ....... ............................. ....... . -. �� . 2, 1,08 RATE; FOR ADJUI STMENT FOR VACANT LEASED PREMI$E�$ )SEP '201!3)- - - � - , " , ....... - ........ -................ ........ 2 'I.09 24-H0'UR HVAC REQUIREMENT (S,EPl 2014) ............... SECTION 2 GENERAL TERMS, CONDITIONS, AND STAND ARSDS --- .... ...... «..«.,.«......:4 2,011 DEFINITIONS AND GENERAL TERMS (SEP, 2,013),- --- ................. ... ......... ........... ..... ............ ........4 2.02 AUTHORIZED REPRESENTATIVE S (JUN 20121, ................... ........ ....... . . ....... .. .. ... -4 2,03 . ...... ...... 2,014 WAIVER OF RESTORATION (APR 2011). � ... ................. ............ ............. ................ ............................... 5 246 ......... ......... ....... 2.016 ADJUSTMENT FOR VACANT PREMISES �SEP 20111 .... ..................... ....... - . ...... ... ... . 5 2,,07 OPERATING COSTS ADJUSTMENT (JUIN 2012) .... ........ ..... ........................... ........ ..... ................... .................... ........... SECTION13 CONSTRUCTION STANDARDS AND SHELL 3.01:1 WORK PERPORMANCE (JUN 20,12') ........ ... ............................. -- ...... ..... .. . ... .............. 0 3,02 RECYCLE'D CONTENT PRODUCTS (COMPRIEFIENSIVE PROCUREMENTGUIDELINES) ($EP 2043) ...... ................. ........ --,,..,....'8 3,03 ENVIRONMENTALLY IPREFERA13JLE BUILDING PRODUCTS AND, MATERIALS j�SEP 2013). --- ......... -.- ........... .. .......... ---- B 304 EXISTING FHT -OUT, SALVAGED, OR REUSED IB4,IIIILOIING, IMATEIRIIAL, (JUN 2012), � .. ................... ..................... ... ............. _8 1.05 CONSTRUCTION WASTE MANAGEMENT (SUICCEEUNG) (JUNl2012) ............................. .. ............................ '_- .... ... 3.016 BUJILDtNG SHELL RE,0UIRf.ME)N7S (SEP 2013).-- � , - . ... .... ....................................................................... 3,07 RESPONSIBILnY OF THE LESSOR AND LESSORS ARCI-IllTE&iiNiG''INEER (SUCCaDIN43) (APR 20I'1 1), 3.08 QUALITYAND. APPEARANCE OF BULJI1LDIING�(SUCw CE�EE)ING)il($EPT:2011) ....... �19 3.09 VESTIBULES (SUMEEDWO), (AIPR 2011), ........ . ..... ........ ...9 110' MEANS OF EGRESS i(MAY Z015) . .............. -9 3.11 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 26ii),"', 3.12' FIRE ALARMI SYSTEM (SEP 2013) ........................ -- ........... ............. ...... . .. .......... -- .......... _10 3...'13 ENERGY INDEPENIDENCE AND SECURITY ACT (DEC ......................... ... 3,14 ELEVATORS )SEP 20130,., ...... ...............11 315, DEMOLITION (JUNI �20 $ 2) ........................... ................... ........ .. ... ..... 3,,16, ACCESSISILWY (IFIEB 2007).- .............. ......... ... ........................... .............. . ........ ................... _ . ..... .. ........ ... ...... .,1 1 �3, 17 CEIIILINGSpARA21.10t5). I .... 1-1.1 ... ..... ......... "Ill., --1----- '- l. --.."..--'..'.'l- 111-1-11-1-- ... " - 1.11, 1, ."I'l 3,18 EXTERIhOfl, AND, COMMON AREADOORS ANO HARDWARE ...... .. . .. ... .... . . ....................... _ .,.......12' 3, .15, DOORS: 3,,20 WNDOWS (SUCCEEDING) 6$E]Plt 2011) .......... .................. ............ . ....... .......... . ........... .. . ........... � 12 3,21 PARTITIONS: GENERAL (APR �210 15) ................ .......... -'_ ..... ................ .. . . .......... ............. ... .... ... . .. . ..... . 12' 122 PAR11TIONS; PERMANENT,(ApR 2015) . .. ... ................ ...... ...... . 111-1-1-11-111-12, 3,23 INSULATION", THERMAL,,ACOUSTIC, AND,HVAC ........... -11-112 3,24 WALL FINISHES - SHE)LL (SU CCE WING) WUN 20 % 2)-, ............ ........................ ....... .. ...... ..... . .... ....... 12: 125 ...... ................ ...... .. ..... .......... .... ..... -- ..... . - 13 3.248 FLOORS AND FLOOR LOAD (APR 20115) ...... .... --__ ....... ...... ................... . ...................... --,--13 3,27 FILOOR COVERIPNG AND PERIMETERS - SHELL (SU1CCEED4NQ (JUN1'2012).... ... __ ....................... ........ .......... _ 13, 128 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011)).. ........... . ...... .................. .. ............ 13 129 ELECTRiCAL (JUN' 2'0'12) .... ............ . .. ....... - ........ 3,30 DRINKING FOUNTAINS (APR 2011) .............. -, ................. ..... - ........... .......... .......................... .... 31,31 RJESTROOMS (SEP'2013)- ... - -....... ............ .. ..................... . .......... ......13 132 PLUMBING FIXTURES,1 WATER CONSERVATION (DEC 2011 l)- - .. . ............ ............ . .... .......................... . 133 JANITOR CLOSETS (SUCCEEOING) �JUN ...... ........ _ ..... . .... ...... _'__ ... __ .. . .. ..... ... ---- ...... ..... --,,,---,-A4 134 HEATING VENTILATION ANO AIR CONDITIONING - SHELL (SEP' 2'013),, ...... ....... . .................... .......... .. ........ _-14 3,35 TELECOMMUNICATIONS,: 11)ISTRI'SUTIONA)NOi IEQ�IUIIPMIENT)'SUCCEEOIING)(.$E�IPT20�ll�),,.,. ... .... 3,36 TELECOMMUNIICATIONS; LOCAL EXCHANGE ACCESS (JUN 2012),- .......... .................. 3.37 LIGHTING: INTE,8110,RANIDPARKIING-S,,HELL(SIUC�C�EE�Dl�NG,)�($�EP'Zj013) .. . ....... ... ........ 1IIS5 3,38 ACOUSTICAL REQUIREMENTS (JIUINI a12)........ . 1319 INDOOR AIR QUAL[TY 04JRJIING CONSTRUCTION (SEP 2013), .................... 3,40 ........ 141 DUE DlIGENCEANDINKNONA4 ENVIRONMENTAL POLICY ACT REOUIREMENTS- LEASE (SEP ............ 17 SECTION14 DESIGN, CONSTRUCTION, AND POSTAWARDACIV ........ ...... ...... 1118 4.01 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (SUCCEEDINIG) (SII AY 2015) .... . ........................ ......... , IS 4,02' AS -BUILT DRAWINGS OLIN 2014--.- .......... . 18 LEASE NO. GS-I0P-LAK07482 LESSOR: -K GOVERNMENT: GSA FORM L202 (05115) SECTION 5 TENANT IMPROVEMENTCOMPONIENTS .......... I ........... ............ ................. _, ............ 5,101 TENANT IMPROVEMENT RE004A)EMEN Tj$ (SEP 210^13).... ,,.., ......... -- .......... ...... ...... ... . .. �19 5,102 DOOR& INTERIOR (SUCCEEDING) (SEP 2013) .... .. ...... ...... ........ _ ........... ....... ...... . ..... __ .... 5: 3- DOOR& HA ROWARE (SUCCEEDING) (SEP 2013).. ..... ... -- . ..... ................... ........... ... ................... __�q 504 PARTITIONS: SUBDIVIDING (SUCCEEDNG) (STEP P ........ .................. ... ---P91 j 5.06, WALL FINIISHES (JUN 201 �2)........ .... .................... - ....... .......... -, .. .... I ........ .I9' 5,06, PAINTING, -T$ (SEP 210,13) ............... ........ ........ ....... __ .. .... ...... ... ........ .............................. __ ........ ... ... .. ... ., _ J�q 5,07 FLOOR COVERINGS NNV PERIMETERS (APR 20115) ............. ....... ....... ...... .......... _:2,() ,9,oa HEATING AND AM CON01,110NING (SUCCEEDING) (JUN 20 12) . ...... .............. �2 1, 5.09 ELECTRICAL: 5,,10 LIGH11NG: uNTE!RIOR,A)NC)uIP,ARXING-TI(SIU�OCr2,ElDliNh13,)('SIEP2O�'l�3),. ................ ... ....... ................. ....... SECTION 6 UTILITIES, SERVICES, AND, 108LIGATIONS DURING THE LEASE TERM, ..... ...... ...,......,.........,...,'22 10,011 PROVISIOWOf SER.VICES,,,ACCJESS,,AN�D)INI,O,RMAL.IHl0,UJIR$S kjUN 22 16 02' UTILITIES (APIIR 2011),„ -.- - � . ..... - ... ..................... ...................... ....... ... .... ...... ..... .... ..... ............. �22 6 03 UTILITY CONSUMPTION REPORTMI jO, 04 H EAI� NO A N DAAA CONDITION I N G (S EP 20114) .. I - 1 1. 1. -I ...................... ___ ............... -22 16,05 JANITORIAL SERVICES (JUN 2012) - - .". � ................. ......... . ......... .................... ................ .., 22 j6,06 SELFCTION OF CLEANING PRODUCTS (APRT 2015)� ......... . ................ ... ...... ........ - ......... I ...... . -111.1-1 1.-.1 ._....,.23 16-01 SEL TION OFIPAPEA PRODUCTS (APR 2015Y, - .............. ...... ........... 1.1-1 .."...-:23 608 SNOW �REMOVAL (AIPR'2011) ...... ... ................ . ....... 16.09 MAINTENANCEANOTESTING OF SYSTEMS (SEP �'), ---11-11-1 .... --l---- ..... ....... .. . ....... .... '23 10.10 MAINTENANCE OF PROVIDED FINISHES (SEP, 2013)., .......... .. .............w., .........,....... .. ................................ 24 1611 ASBESTOS ABATEMENT (APR 21111)."... ,,. ................... ........ ---- ............. 24 1612 ONSITE LESSOR MANAGEMENT (APR 2011) ...... -, ....... ........ ......................... --- .... ... ................ -,- ........... ......... :2,4; 16 13, IDENT ITY VERllFIlCAT*N OF PERSONNEL (SEP, 2043),.. ... --- .......................... .. ................... 24 5.14 SCHEDULEOF PERIODIC SERVICES i(JUN 201 2)�-. .... .... .............. ................ . ................................ .......... 215 8.15 LANOSCAPING ($UCCEEWING)� WUN 20,12),, ...... .-- ... ............... ............. ..... ...... - ...... ...........2s 6.16 LANDSCAPE MAINTENANCE i(AIPR 2011) ............ ....... .......... ..... ........ ........ 10.17 RECYCLING (JUN 211012) - ........ - ... ...... .............. ...... .................. ... ... ...................... 25 6-,18 RANOOLPH-SHEPPARD COMPLIANCE (SEP:2013) I"".' I I , ......... ........... ........ ................................ ........... 25 619 SAFEGUARDING AND DISSEMINATION OF SENSITIVE IBUT UNCLASSIFIED (SIBU) SU ILIMNO, INFORMATION (SEP 2013'),, '25 6,20 INDOOR AIR OUALITY BSEP 201 3) ............... ............ ----27 16-21 . ................. .......... ...... .. .... z? 18.22 HAZARDOUS MATERIALS MIP 2013y ...... ...... . ........... 28 6,23 IMOLD (SEP201 3)� -- - � ......... .......... .................. ........... ............................ ........ . . ..... ---- ........... ........ 2110 6.24 OCCUPANTIEMERGENCY PLANS d,:SEP 201 �3) ... ....... ....................... ...... -- .... - - ............. .................. - ,, ......... SECTION? ADDITIONAL TERMS AND CONIDITIONIS,. .�111.1.,,l,�.,..,,.«..,.'I ... .... I .... ............... .............. ... .......... 7,01 SECU,,RITYS'TANIDAJR�OfSIJUN2012), .......... ....................... ............. ...... .. .. ................ ....... ............ 0.01 SPECIAL REQUIREMENTS ...... .... .. 8.02 "ISTMO BUILDING ACCEPTANCE-- ...... .. .. ..... 8,103, RELEASE OF CLAIMS FOR EXIWING LEAS GS- 108-06090, --... .,30 efl-, LEASE NO. GS-IOP-LAK07482 LESSOR: UALOVERNMENT: JW—W GSA FORM L202 (05115) SECTION PREMISES, OTHER TERMS 1.01 THE PREMISES (SUCCEEDING) (SEP 2013) Unless otherwise noted, the Government accepts the Premises and tenant improvements in their existing condition, except where specifications or standards are contained elsewhere in this Lease. These standards include security improvements, Fire Protection and Life Safety requirements, ABAAS compliance„ as well as compliance with all local codes and ordinances. Such acceptance by the Government of existing Premises shall not relieve Lessor of continuing obligations for cleaning, janitorial,, maintenance, repair,, etc. as set forth in the Lease paragraphs and attached General Clauses. The Premises are described as follows - A. Office and Related Soace 25,332 rentable square feel (RSF)„, yielding 15,684 ANSIBOMA Office Area (ABOA) square feel (SF) of office and related Space located on the V and 2°4 Poor(s) of the Building, as depicted on the Poor plan(s) attached hereto as Exhibit A. B,Commpn Arep Fatgr The Common Area Factor (CAF) is established as 1.615174201 percent. This factor, which represents the conversion from ABOA to rentable square feet, rounded to the nearest whole percentage, shall be used for purposes of rental adjustments in accordance with the Payment Clause of the General Clauses, I . 1 .I.1►sl-lll:acT:Y�3 ; The Government shall have the non-exclusive right to the use of Appurtenant Areas, and shall have the right 10 post Rules and Regulations Governing Conduct on Federal Property, Title 41 CFR„ Part 102-74„ Subpart C within such areas.. The Government will coordinate with Lessor to ensure signage is consistent with Lessor's standards. Appurtenant to the Premises and included in the Lease are rights to use the following: A. Parking: 34 parking spaces (31 car and 3 boat)„ reserved for the exclusive use of the Government, of which 0 shall be structuredfinside parking spaces„ and 34 shall be surface/outside parking spaces. In addition, the Lessor shall provide such additional parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property„ Outside of normal business hours or by agreement between the Government and Lessor, vacant parking spaces are available for use by Lessor. Br Antennas., Satellite Dishes. and Related Transmission Devices; (1) Space located on the roof of the Building sufficient in size for the installation and placement of telecommunications equipment, (2) the right to access the roof of the Building, and (3) use of all Building areas (e.g., chases, plenums, etc.) necessary for the use, operation, and maintenance of such telecommunications equipment at all times during the term of this Lease. If the Government chooses to make any roof installation, the Government will pay all costs including but not limited to a roofing engineer. 1.03 RENT AND OTHER CONSIDERATIONS (APR 2015) A. The Government shall pay the Lessor annual rent, payable in monthly installments in arrears, at the following rates: YEARS i —13 YEARS 14 - 20 ANNUAL RENT ANNUAL RENT $185.867.00 5185.867.00 BOND PAYMENT' S 169,349.00 $0.00 MANAGEMENT FEE' S60,000.00 S60,000.00 OPERATING COSTS' $ 453,561.00S 453,561.00 TOTAL ANNUAL RENT $ 868,777.00 $699.428.00 .+unv yayn,crn — ucc cnrnuu r See Definitions Section 2.01 Operating rent calculation is made up of the Operating Costs ($430,547.00) Including insurance (hazard, liability, etc.) costs ($23,014.00). In instances where the Lessor amortizes either the TI or BSAC for a period exceeding the Firm Term of the Lease, should the Government terminate the Lease after the Firm Term or does not otherwise renew or extend the term beyond the Firm Term, the Government shall not be liable for any costs, including unamortized costs beyond the Firm Term, B. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not to exceed 15,684 ABOA SF based upon the methodology outlined under the "Payment' clause of GSA Form 3517. C. If the Government occupies the Premises for less than a full calendar month, then rent shall be prorated based on the actual number of days of occupancy for that month. D. Rent shall be paid to Lessor by electronic funds transfer in accordance with the provisions of the General Clauses. Rent shall be payable to the Payee designated by the Lessor in the System for Award Management (SAM). If the payee is different from the Lessor, both payee and Lessor must be registered In SAM. LEASE NO. GS-IOP-LAK07482,s- .tri1>l� r -L202 (05115) E, Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following: all related expenses. 144"411[00116 =1i Mr. 11 MIC11411 WrZym 111T -iii • � . ,.. - � effect, the terminated space must be cleared of Government equipment and supplies. 1.06 PERCENTAGE OF OCCUPANCY (JUN 2012) As of the Lease Award Date, the Government's Percentage of Occupancy is 75.3 percent. The Percentage of Occupancy is derived by dividing the total Government Space of 25,332 RSF by the total Building space of 33,657 RSF. 1.07 OPERATING COST BASE (SEP 2093) The parties agree, for the purpose of applying the paragraph titled "Operating Costs Adjustment," that the Lessor's base rate for Operating Costs shall be the Operating Costs $430,547.001annum including insurance (hazard, liability, etc) costs $23,014.00. The total will be 5453,561.00/annum. The Lessor will submit GSA Form 1217 by December 31 "' each year as derived from the Lessor's Fiscal Year ending June 3& of each year. 1.08 RATE FOR ADJUSTMENT FOR VACANT LEASED PREMISES (SEP 2013) In accordance with the paragraph entitled Adjustment for Vacant Premises" if the Government fails to occupy or vacates the entire or any portion of the Premises prior to expiration of the term of the Lease, the Operating Costs paid by the Government as part of the rent shall be reduced by $2.00 per ABOA SF of Space vacated by the Government. The reduced rate will be effective 30 days after notification to Lessor. LEASE NO. GS-90P-LAK07482, PAGE 2 LESSOR: G0VERNMENT:.X'WrGSA FORM L202 (05115) 1.09 24-HOUR HVAC REQUIREMENT (SEP 2014) A. 97 ABOA SF of the Space shall receive cooling at all times (24 hrs. a day, 365 days a year) for purposes of cooling the designated server room (Room 133). The temperature of this room shall be maintained at no greater than 75 degrees F (preferred is fib degrees F). B. The 24 hour cooling service shall be provided by the Lessor as part of the Operating Cost Base - LEASE NO. GS-IOP-LAK07482, PAGE 3 LESSOR: GOVERNMENT: GSA FORM L202105115) SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS 2.01 DEFINITIONS AND GENERAL TERMS (SEP 2013) Unless otherwise specifically noted, all terms and conditions set forth in this Lease shall be interpreted by reference to the following definitions, standards, and formulas: A. Appurtenant Areas. Appurtenant Areas are defined as those areas and facilities on the Property that are not located within the Premises, but for which rights are expressly granted under this Lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to the Government's enjoyment of the Premises and express appurtenant rights. This includes pump houses and hazmat lockers. B� Broker. If GSA awarded this Lease using a contract real estate broker, Broker shall refer to GSA's broker. C. Building. The building(s) situated on the Property in which the Premises are located shall be referred to as the Building(s). D, Commission Credit. If GSA awarded this Lease using a Broker, and the Broker agreed to forego a percentage of its commission to which it is entitled in connection with the award of this Lease, the amount of this credit is referred to as the Commission Credit. E. Common Area f=actor (CAF). The Common Area Factor (CAF) is a conversion factor determined by the Building owner and applied by the owner To the ABOA SF to determine the RSF for the leased Space. The CAF is expressed as a percentage of the difference between the amount of rentable SF and ABOA SF, divided by the ABOA SF. For example 11,500 RSF and 10,000 ABOA SF will have a CAF of 15'% [(11 „500 RSF- 10,000 ABOA SF)I10,000 ABOA SF]. For the purposes of this Lease, the CAF shall be determined in accordance with the applicable ANSI/ BOMA standard for the type of space to which the CAF shall apply.. F. Contract. Contract and contractor means Lease and Lessor, respectively. G. Davs. All references to "day" or'days" in this Lease shall mean calendar days, unless specified otherwise. H. FARIGSAR. All references to the FAR shall be understood to mean the Federal Acquisition Regulation, codified at 48 CFR Chapter 1. All references to the GSAR shall be understood to mean the GSA supplement to the FAR, codified at 48 CFR Chapter 5. I. Firm Term/Non-Firm Tenn. The Firm Tenn is that part of the Lease term that is not subject to termination rights. The Non -Firm Term is that part of the Lease term following the end of the Finn Term, J. Lease Term Commencement Date. The Lease Term Commencement Date means the date on which the lease term commences. K. Lease Award Date. The Lease Award Date means the date of execution of the Lease by the LCO and the mailing or otherwise furnishing written notification of the executed Lease to the successful Offeror (and on which the parties' obligations under the Lease begin). L. Management Fee. The fee charged by lessor for indirect expenses and overhead; including non -direct or allocated salaries (for example IT, Finance, Resource Management, Borough Manager and Facilities Coordinator). M. Premises. The Premises are defined as the total Office Area or other type of Space, together with all associated common areas, described in Section 1 of this Lease, and delineated by plan in the attached exhibit. Parking and other areas to which the Government has rights under this Lease are not included in the Premises. N. Property. The Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant Areas (e.g,, parking areas) to which the Government is granted rights. O. Rentable Space or Rentable Souare Feet (RSF). Rentable Space is the area for which a tenant is charged rent. It is determined by the Building owner and may vary by city or by building within the same city. The Rentable Space may include a share of Building support/common areas such as elevator lobbies, Building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The Rentable Space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Rentable Square Feet is calculated using the following formula for each type of Space (e.g.., office, warehouse, etc.) included in the Premises: ABOA SF of Space x (1 + CAF) = RSF. P. Space. The Space shall refer to that part of the Premises to which the Government has exclusive use, such as Office Area, or other type of Space. Parking areas to which the Government has rights under this Lease are not included in the Space.. Q. Office Area. For the purposes of this Lease, Space shall be measured in accordance with the standard (Z65,1-1996) provided by American National Standards InslitulelBuilding Owners and Managers Association (ANSIIBOMA) for Office Area, which means 'the area where a tenant normally houses personnel and/or furniture,. for which a measurement is to be computed." References to ABOA mean ANSIIBOMA Office Area. R. Working Days. Working Days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays,. 2.02 AUTHORIZED REPRESENTATIVES (JUN 2012) LEASE NO. GS-10P-LAK07482, PAGE 4 LESSOR GOVERNMENT: GSA FORM L202 (05115) The signatories to this Lease shall have full authority to bind their respective principals with regard to all matters relaling to this Lease. No other persons shall be understood to have any authority to bind their respective principals, except to the extent that such authority may be explicitly delegated by notice to the other party, or to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its Lease Contracting Officer (LCO) by notice, without an express delegation by the prior LCO. 2.03 ALTERATIONS REQUESTED BY THE GOVERNMENT (SEP 2013) A. The Government may request the Lessor to provide alterations during the term of the Lease. Alterations will be ordered by issuance of a Lease Amendment, GSA Form 300, Order for Supplies or Services, or, when specifically authorized to do so by the LCD, a tenant agency -approved form. The GSAM clause, 552.270-31, Prompt Payment, including its invoice requirements, shall apply is orders for alterations. All orders are subject to the terms and conditions of this Lease and may be placed by the LCO or a warranted contracting officer's representative (COR) in GSA or the tenant agency when specifically authorized to do so by the Lease Contracting Officer, subject to the threshold limitation below, B. Orders for alterations issued by an authorized COR are limited to no more than $150,000 (LCOS are not subject to this threshold). This threshold will change according to future adjustments of the simplified acquisition threshold (see FAR 2.101). The LCO will provide the Lessor with a list of tenant agency officials authorized to place orders and will specify any limitations on the authority delegated to tenant agency officials. The tenant agency officials are not authorized to deal with the Lessor on any other matters. C. Payments for alterations ordered by the tenant agency under the authorization described in sub -paragraph B will be made directly by the tenant agency placing the order. D. Refer to Exhibit E for the Replacement and Renewal Reserve List. 2.04 WAIVER OF RESTORATION (APR 2011) The Lessor shall have no right to require the Government to restore the Premises upon termination of the Lease, and waives all claims against the Government for waste, damages, or restoration arising from or related to (a) the Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as (b) any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government. At its sole option, the Government may abandon property In the Space following expiration of the Lease, in which case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith. 2.05 CHANGE OF OWNERSHIP (APR 2015) A. If during the term of the Lease, title to the Property is transferred, the Lease is assigned, or the Lessor changes its legal name, the Lessor and its successor shall comply with the requirements of FAR Subpart 42.12. If title is transferred, the Lessor shall notify the Government within five days of the transfer of title, B. The Government and the Lessor may execute a Change of Name Agreement if the Lessor is changing only its legal name, and the Government's and the Lessor's respective rights and obligations remain unaffected. A sample form is found at FAR 42.1205. C. If title to the Property is transferred, or the Lease is assigned, the Government, the original Lessor (Transferor), and the new owner or assignee (Transferee) shall execute a Novation Agreement providing for the transfer of Transferors rights and obligations under the Lease to the Transferee. When executed on behalf of the Government, a Novation Agreement will be made part of the Lease via Lease Amendment. D. In addition to all documents required by FAR 42.1204, the LCO may request additional information (e.g., copy of the deed, bill of sale, certificate of merger, contract, court decree, articles of incorporation, operation agreement, partnership certificate of good standing, etc.) from the Transferor or Transferee to verify the parties' representations regarding the transfer, and 10 determine whether the transfer of the Lease is in the Government's interest. E. If the LCO determines that recognizing the Transferee as the Lessor will not be in the Government's interest, the Transferor shall remain fully liable to the Government for the Transferee's performance of obligations under the Lease, notwithstanding the transfer. Under no condition shall the Government be obligated to release the Transferor of obligations prior to (a) the rent commencement date; and (b) any amounts due and owing to the Government under the Lease have been paid in full or completely set off against the rental payments due under the Lease. F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award Management (SAM) (See FAR 52.232-33), and complete and sign GSA Form 3518 -SAM, Addendum to System for Award Management (SAM) Representations and Certifications (Acquisitions of Leasehold Interests in Real Property). G. If title to the Property is transferred, or the Lease is assigned, rent shall continue to accrue, subject to the Govemmenfs rights as provided for in this Lease. However, the Government's obligation to pay rent to the Transferee shall be suspended until the Government has received all information reasonably required by the LCO under sub -paragraph D, the Government has determined that recognizing the Transferee as the Lessor Is in the Government's interest(which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified In sub -paragraph F. So long as any delays in effecting the recognition of Transferee as Lessor are not the responsibility of the Government, no interest shall accrue on suspended rent. 2.06 ADJUSTMENT FOR VACANT PREMISES (SEP 2013) A. If the Government fails to occupy any portion of the leased Premises or vacates the Premises in whole or In part prior to expiration of the term of the Lease, the rental rale and the base for operating cost adjustments will be reduced. This applies to Operating Costs only, and therefore changes the total Annual Rent. LEASE NO. GS40P-LAK07482, PAGE 6 LESSOR: GOVERNMENT: GSA FORM L202 (05115) B. If no rate reduction has been established in this Lease, the rate will be reduced by that portion of the costs per ABOA SF of operating expenses not required to maintain the Space. Said reduction shall occur after the Govemment gives 30 calendar days' prior notice to the Lessor and shall continue in effect until the Government occupies the vacant Premises or the Lease expires or is terminated. and 3) Seasonal Borough Employees which are directly atirlibutable to occupancy. B. Each year the Lessor is required to submit to GSA the GSA Form 1217 reflecting the Operating Costs for the year no later than December 31". The parties will schedule a meeting within 30 days after the submission of the Operating Costs to reconcile and ac�e Rt the GSA Form 1217 by Lease Amendment. The address to submit the GSA Form 1217 is Leasing Division, Attn: Leasing Branch Chief, 400 SW 15 St, Aubum, WA 98001. C. The Operating Costs are a pass-through. The lease is divided into a series of adjustment periods beginning with a three year followed by three (5) year and a two year adjustment period. Subject to paragraph D, the Operating Cost Base will remain the same for the first adjustment period. The Operating Costs (from the officially accepted GSA Form 1217's) from the first period will be averaged. (X = Total Operating Costsladjustment period length) At the end of the first three year adjustment period, the difference between the average Operating Costs and the annual Operating Cost Base will be divided by the next adjustment length to determine the variance. (Y --(Operating Costs average — annual Operating Cost Base)INext adjustment length) The variance plus the average of the Operating Costs equals the New Operating Cost Base, (X+Y = Now Operating Cost Base) The same process will continue for the next adjustment periods (years 9-13 and 14-18 and 19-20) Years 19 and 20 will result in a difference that will be paid lump sum by the owing party. All Operating Cost Base changes will be made by Lease Amendment with the effective date at the start of each adjustment period. An example of the process follows below. Example Operating Cost: Actual -1217 Base Variance 4/1/2026 3/31/2017 $505,0W $ 500,000 $5,000 4/1/2017 - 3/31/2018 $505,000 $ 500,000 $5,000 4/l/2018-3/31/2019 Totals Average (total/3) Annual recoup amount (total variance/ 5 years) New base (effective 4/1/2019) $511,000 $ 500,0W $11,000 $1,521,000 $ 1,500,W0 $21,0W Operating Cost: Actual -1217 Base Variance 4/1/2019 - 3/31/2020 $512,000 S 511,200 $800 4/1/2020 -3 /31/2021 $530,0DO 511,200 $18,800 4/1/2021- 3/31/2022 $518,ODD $ 511,200 $6,800 4/2/2022 - 3/31/2023 $522,DDO $ 511,200 $10aw 4/1/2023 - 3131/2024 $530,000 S 511,200 $18,8m Totals $2,612,000 S 2,556,0W $56,000 Average (total/3) $522,400 Annual recoup amount (total variance/5 years) $11,200 New base (effective 4/1/2024) $533,600 GOVERNMENT:1I4� GSA FORM L202 D. If the Operating Costs increase or decrease by more than 25% cumulative within an adjustment period, the difference will be reimbursed or credited at 0% interest and adjusted by negotiation and Lease Amendment with an effective date of April 1" following submission of the GSA Form 1217. E. Adjustment Periods. LEASE NO. GS-10P-LAK07462, PAGE 7 LESSOR: GOVERNMENT: GSA FORM L202 (05115) Adjustment Period 1 YR 1 YR 2 1/1/2016-12/31/2016 1/1/2017-12/31/2017 YR 3 1/1/2018-12/31/2018 YR 4 1/1/2019- 12/31/2019 YR 5 YR 6 1/1/2020- 12/31/2020 1/1/2021-12/31/2021 Firm Term Adjustment Period 2 YR 7 1/1/2022- 12/31/2022 YR 8 1/1/2023. 12/31/2023 YR 9 1/1/2024- 12/31/2024 YR 10 YR 11 1/1/2025 -12/31/2025 1/1/2026-12/31/2026 Adjustment Period 3 YR 12 1/1/2027- 12/31/2027 YR 13 1/1/2028- 12/31/2028 YR 14 1/1/2029- 12/31/2029 YR 15 1/1/2030- 12/31/2030 Adjustment Non -Firm Term Period 4 YR 16 1/1/2031-12/31/2031 YR 17 1/1/2032-12/31/2032 YR 18 1/1/2033- 12/31/2033 Adjustment YR 19 1/1/2034-12/31/2034 YR 20 1/1/2035-12/31/2035 Period 5 LEASE NO. GS-10P-LAK07462, PAGE 7 LESSOR: GOVERNMENT: GSA FORM L202 (05115) SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS 3.01 WORK PERFORMANCE (JUN 2012) All work in performance of this Lease shall be done by skilled workers or mechanics and shall be acceptable to the LCO. The LCO may reject the Lessor's workers 1) if such are unlicensed, unskilled, or otherwise incompetent, or 2) if such have demonstrated a history of either untimely or otherwise unacceptable performance in connection with work carried out in conjunction with either this contract or other government or private contracts. 3.02 RECYCLED CONTENT PRODUCTS (COMPREHENSIVE PROCUREMENT GUIDELINES) (SEP 2013) A. The Lessor shall comply to the extent feasible with the Resource Conservation and Recovery Act (RCRA), Section 6002, 1976. The Lessor shall use recycled content products as indicated in this Lease and as designated by the U.S. Environmental Protection Agency (EPA) in the Comprehensive Procurement Guidelines (CPG), 40 CFR Part 247, and its accompanying Recovered Materials Advisory Notice (RMAN). The CPG lists the designated recycled content products. EPA also provides recommended levels of recycled content for these products. The list of designated products, EPA's recommendations, and lists of manufacturers and suppliers of the products can be found at http://www.eoa.aov/coo. B. The Lessor, if unable to comply with both the CPG and RMAN lists, shall submit a Request for Waiver for each material to the LCO with the TI pricing submittal. The request for waiver shall be based on the following criteria: 1. The cost of the recommended product is unreasonable. 2. Inadequate competition exists. 3. Items are not available within a reasonable period. 4. Items do not meet Lease performance standards. 3.03 ENVIRONMENTALLY PREFERABLE BUILDING PRODUCTS AND MATERIALS (SEP 2013) A. The Lessor shall use environmentally preferable products and materials. The Lessor is encouraged to consider the lifecycle analysis of the product in addition to the Initial cost. B. Refer to EPA's environmentally preferable purchasing Web site, www,epa.gov/epp and USDA Bio -Preferred products Web site www.biopreferred.gov. In general„ environmentally preferable products and materials do one or more of the following: 1. Contain recycled material, are bio -based, are rapidly renewable (10 -year or shorter growth cycle), or have other positive environmental attributes. 2. Minimize the consumption of resources, energy, and water. 3. Prevent the creation of solid waste, air pollution, or water pollution. 4. Promote the use of nontoxic substances and avoid toxic materials or processes. C. The Lessor Is encouraged to use products that are extracted and manufactured regionally. 3.04 EXISTING FIT -OUT, SALVAGED, OR REUSED BUILDING MATERIAL (JUN 2012) A. Items and materials existing in the Premises, or to be removed from the Premises during the demolition phase, are eligible for reuse in the construction phase of the projecL The reuse of items and materials is preferable to recycling them; however, items considered for reuse shall be in re- furbished condition and shall meet the quality standards set forth by the Government in this Lease. In the absence of definitive quality standards, the Lessor is responsible to confirm that the quality of the item(s) in question shall meet or exceed accepted industry or trade standards for first quality commercial grade applications. B. The Lessor shall submit a reuse plan to the LCO. The Government will not pay for existing fixtures and other Tis accepted in place. However, the Government will reimburse the Lessor, as part of the TIA, the costs to repair or improve such fixtures or improvements identified on the reuse plan and approved by the LCO. 3.05 CONSTRUCTION WASTE MANAGEMENT (SUCCEEDING) (JUN 2012) A. Recycling construction waste is mandatory for initial space alterations for Tis and subsequent alterations under the Lease, when available in Kodiak, AK. B. Recycling construction waste means providing all services necessary to furnish construction materials or wastes to organizations which will employ these materials or wastes in the production of new materials. Recycling includes required labor and equipment necessary to separate individual materials from the assemblies of which they form a part. C. SUBMITTAL REQUIREMENT: Prior to construction commencement, a proposed plan following industry standards to recycle construction waste. The construction waste management plan shall quantify material diversion goals and maximize the materials to be recycled and/or salvaged (at least 50 percent) from construction, demolition, and packaging debris. Where the small quantity of material, the extraordinarily complex nature of LEASE NO. GS-10P-LAK07482, PAGE 8 LESSOR:GOVERNMENT: 12 GSA FORM L202 (05115) the waste disposal method, or prohibitive expense for recycling would represent a genuine hardship, the Government, upon written request of the Lessor and approval of the LCO, may permit alternative means of disposal. D. The Lessor shall recycle the following items during both the demolition and construction phases of the project, subject to economic evaluation and feasibility: 1. Ceiling grid and tile 2. Light fixtures, including proper disposal of any transformers, ballasts, and fluorescent light bulbs 3. Duct work and HVAC equipment 4. Wiring and electrical equipment 5. Aluminum and/or steel doors and frames 6. Hardware 7. Drywall 8. Steel studs 9. Carpet, carpet backing, and carpel padding 10. Wood 11. Insulation 12. Cardboard packaging 13. Pallets 14. Windows and glazing materials 15. All miscellaneous metals (as in steel support frames for filing equipment) 16. All other finish and construction materials. E. If any waste materials encountered during the demolition or construction phase are found to contain lead, asbestos, polychlorinated biphenyls (PCBs) (such as fluorescent lamp ballasts), or other harmful substances, they shall be handled and removed in accordance with Federal and stale laws and requirements concerning hazardous waste. F. In addition to providing "one lime" removal and recycling of large scale demolition items such as carpeting or drywall, the Lessor shall provide continuous facilities for the recycling of incidental construction waste during the initial construction. G. Construction materials recycling records shall be maintained by the Lessor and shall be accessible to the LCO. Records shall include materials recycled or land -filled, quantity, date, and identification of hazardous wastes. 3.05 BUILDING SHELL REQUIREMENTS (SEP 2013) A. The Building Shell shall be designed, constructed, and maintained in accordance with the standards set forth herein and completed prior to acceptance of Space. For pricing, fulfillment of all requirements not specifically designated as Tis, Building Specific Amortized Capital, Operating Costs, or other rent components as indicated shall be deemed included in the Shell Rent. B. Base structure and Building enclosure components shall be complete. All common areas accessible by the Government, such as lobbies, fire egress corridors and stairwells, elevators, garages, and service areas, shall be complete. Restrooms shall be complete and operational. All newly installed Building shell components, including but not limited to, healing, ventilation, and air conditioning (HVAC), electrical, ceilings, sprinklers, etc., shall be furnished, installed, and coordinated with Tis. Circulation corridors are provided as part of the base Building only on multi -tenanted floors where the corridor is common to more than one tenant. On single tenant floors, only the fire egress corridors) necessary to meet code is provided as part of the shell. K1t�sa�]:E-31=31fli1><Lrr3bY�:[�9-�.7:7.1i7>1� : s : , The Lessor shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services famished by the Lessor under this contract The Lessor shall, without additional compensation, correct or revise any errors or deficiencies in its designs„ drawings, specifications, or other services. Except for errors or deficiencies in existing designs, drawings or specifications, If the incorrect drawings for the Government's requested alterations was bid with missing requirements and the Government affirms the need for the additional items, the Government is responsible to pay the fair cost of the items. Any cost that is increased due to errors by the Lessors' architect, such as having to demolish something just built, will be the Lessors' responsibility,. The Government, prior to any bids, will have the opportunity to review and approve design intent drawings, construction drawings, and specifications with a 30 day review period, 3.00 QUALITY AND APPEARANCE OF BUILDING (SUCCEEDING) (SEPT 2011) During the life of the Lease the Building shall project a professional and aesthetically pleasing appearance including an attractive front and entrance way, The facade, downspouts, roof trim, and window casing shall be clean and in good condition. 3.09 VESTIBULES (SUCCEEDING) (APR 2011) A. Existing vestibules shall remain in place at public entrances and exits wherever weather conditions and heat loss are important factors for consideration. In the event of negative air pressure conditions, provisions shall be made for equalizing air pressure. S. Existing grilles and grates shall remain in place to control dirt and particulates from entering the Building at all primary exterior entryways. 3.10 MEANS OF EGRESS (MAY 2015) mm LEASE NO. GS-10P-LAK07402, PAGE 9 LESSOR GOVERNMENT: GSA FORM L202 (05115) A. Prior to occupancy, the Premises and any parking garage areas shall meet or will be upgraded to meet, either the applicable egress requirements in the National Fire Protection Association, Life Safety Code (NFPA 101), or the International Code Council, International Building Code (IBC), each current as of the Lease Award Date, or use an alternative approach or method that achieves an equivalent level of safety deemed acceptable by the Government. B. The Space shall have unrestricted access to a minimum of two remote exits on each floor of Government occupancy. C. Interlocking or scissor stairs located on the floor(s) where Space is located shall only count as one exit stair. D. A Fire escape located on the floor(s) where Space is located shall not be counted as an approved exit stair. E. Doors shall not be locked in the direction of egress unless equipped with special locking hardware in accordance with requirements of NFPA 101 or the IBC. 3.11 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 2013) A. Any portion of the Space located below -grade, including parking garage areas, and all areas in a Building referred to as "hazardous areas" (defined in National Fire Protection Association (NFPA) 101) that are located within the entire Building (including non-Govemment areas) shall be protected by an automatic fire sprinkler system or an equivalent level of safety. B. For Buildings in which any portion of the Space is on or above the sixth floor, then, at a minimum, the Building up to and including the highest floor of Government occupancy shall be protected by an automatic fire sprinkler system or an equivalent level of safely. C. For Buildings in which any portion of the Space is on or above the sixth floor, and lease of the Space will result, either individually or in combination with other Government Leases in the Building, in the Government leasing 35,000 or more ANSIBOMA Office Area SF of Space in the Building, then the entire Building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety. D. Automatic fire sprinkler system(s) shall be installed in accordance with the requirements of NFPA 13, Standard for the Installation of Sprinkler Systems that was in effect on the actual date of installation. E. Automatic fire sprinkler system(s) shall be maintained in accordance with the requirements of NFPA 25, Standard for the Inspection, Testing, and Maintenance of Water-based Fire Protection Systems (current as of the Lease Award Dale). F. "Equivalent level of safety" means an alternative design or system (which may include automatic fire sprinkler systems), based upon fire protection engineering analysis,, which achieves a level of safely equal to or greater than that provided by automatic fire sprinkler systems. 3.12 FIRE ALARM SYSTEM (SEP 2013) A. A Building -wide fire alarm system shall be installed in the entire Building in which any portion of the Space is located on the 3'd floor or higher. B. The fire alarm system shall be installed in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code that was in effect on the actual date of installation. C. The fire alarm system shall be maintained in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date). D. The fire alarm system shall transmit all fire alarm signals to the local fire department via any of the following means: directly to the local fire department, to the (911) public communications center, to a central station, to a remote supervising station, or to a proprietary supervising station. E. If the Building's fire alarm control unit is over 25 years old as of the date of award of this Lease, Lessor shall install a new fire alarm system in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date), prior to Government acceptance and occupancy of the Space. 3.13 ENERGY INDEPENDENCE AND SECURITY ACT (DEC 2011) A. The Energy Independence and Security Act (EISA) establishes the following requirements for Government Leases in Buildings that have not earned the ENERGY STAR® Label conferred by the Environmental Protection Agency (EPA) within one year prior to the due date for final proposal revisions ("most recent year"). B. If this Lease was awarded under any of EISA's Section 435 statutory exceptions, the Lessor shall either. 1. Earn the ENERGY STARS Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease); or 2. Complete energy efficiency and conservation improvements if any, agreed to by Lessor in lieu of earning the ENERGY STARS Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease), C. If this Lease was awarded to a Building to be built or to a Building predominantly vacant as of the due date for final proposal revisions and was unable to earn the ENERGY STARS label for the most recent year (as defined above) due to insufficient occupancy, but was able to demonstrate LEASE NO. GS-10P-LAK07482, PAGE 10 LESSOR: AGOVERNMENT: GSA FORM L202 (05115) sufficient evidence of capability to eam the ENERGY STAR® label, then Lessor must earn the ENERGY STAR® label within 18 months after occupancy by the Government. D. The Government agrees the recently completed HVAC modifications meets the intent of 3.13B.2 3.14 ELEVATORS (SEP 2013) A. The Lessor shall provide suitable passenger and, when required by the Government, freight elevator service to any of the Premises not having ground level access. Service shall be available during the normal hours of operation specified in the in this Lease. However, one passenger and, when required by the Government, one freight elevator shall be available at all limes for Government use. When a freight elevator is required by the Government, it shall be accessible to the loading areas. When possible, the Government shall be given 24-hour advance notice if the service is to be interrupted for more than 1-112 hours. Normal service interruption shall be scheduled outside of the Government's normal working hours. The Lessor shall also use best efforts to minimize the frequency and duration of unscheduled interruptions. B. Code: Elevators shall conform to the current requirements of the American Society of Mechanical Engineers ASME A17.11CSA 1344, Safety Code for Elevators and Escalators (current as of the Lease Award Date). Elevators shall be provided with Phase I emergency recall operation and Phase 11 emergency in -car operation in accordance with ASME A17.11CSA B44. Fire alarm initiating devices (e.g., smoke detectors) used to initiate Phase I emergency recall operation shall be installed in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code. The elevators shall be inspected and maintained in accordance with the current edition of the ASME A17.2, Inspector's Manual for Elevators. Except for the reference to ASME A17.1 in ABAAS, Section F105.2.2, all elevators must meet ABAAS requirements for accessibility in Sections 407, 408, and 409 of ABAAS. C. Safety Sxslems: Elevators shall be equipped with telephones or other two-way emergency communication systems. The system used shall be marked and shall reach an emergency communication location staffed 24 hours per day, 7 days per week. D. Speed: The passenger elevators shall have a capacity to transport in 5 minutes 15 percent of the normal population of all upper floors (based on 150 SF per person). Further, the dispatch interval between elevators during the up -peak demand period shall not exceed 35 seconds. E. Interior Finishes: Elevator cab walls shall be hardwood, marble, granite, or an equivalent pre -approved by the LCO. Elevator cab floors shall be marble, granite, terrazzo, or an equivalent pre -approved by the LCO. 3.15 DEMOLITION (JUN 2012) The Lessor shall remove existing abandoned electric, telephone, and data cabling and devices, as well as any other improvements or fixtures in place to accommodate the Government's requirements. Any demolition of existing improvements that is necessary to satisfy the Government's layout shall be done at the Lessor's expense,. 3.16 ACCESSIBILITY (FEB 2007) The Building, leased Space, and areas serving the leased Space shall be accessible to persons with disabilities in accordance with the Architectural Barriers Act Accessibility Standard (ABAAS), Appendices C and D to 36 CFR Part 1191 (ABA Chapters 1 and 2, and Chapters 3 through 10). To the extent the standard referenced in the preceding sentence conflicts with local accessibility requirements, the more stringent shall apply. 3.17 CEILINGS (APR 2015) A complete acoustical ceiling system (which includes grid and lay -in tiles or other Building standard ceiling system as approved by the LCO) throughout the Space and Premises shall be required. The acoustical ceiling system shall be furnished, installed, and coordinated with Tls. A. Ceilings shall be at a minimum 9 feet and 0 inches and no more than 12 feet and 0 inches measured from floor to the lowest obstruction. Areas with raised flooring shall maintain these ceiling -height limitations above the finished raised flooring. Bulkheads and hanging or surface mounted light fixtures which impede traffic ways shall be avoided. Ceilings shall be uniform in color and appearance throughout the Space, with no obvious damage to tiles or grid. B. Prior to closing the ceiling, the Lessor shall coordinate with the Government for the installation of any items above the ceiling. C. Should the ceiling be installed in the Space prior to construction of the Tis, then the Lessor shall be responsible for all costs in regard to the disassembly, storage during construction, and subsequent re -assembly of any of the ceiling components which may be required to complete the Tis. The Lessor shall also bear the risk for any damage to the ceiling or any components thereof during the construction of the Tis. D. Ceilings shall be a flat plane in each room and shall be suspended and finished as follows unless an alternate equivalent is pre -approved by the LCO: 1. Restrooms. Plastered or sparkled and taped gypsum board. 2. Offices and conference rooms. Mineral and acoustical tile or lay in panels with textured or patterned surface and regular edges or an equivalent pre -approved by the LCO. Tiles or panels shall contain a minimum of 30% recycled content. 3. Corridors and eating/galley areas. Plastered or spackled and taped gypsum board or mineral acoustical tile. LEASE NO. GS-10P-LAK07402, PAGE 11 LESSOR_*�& GOVERNMENT: GSA FORM L202105115) -: •- ! • `• _.... iii:: wi■��iTT,' �Idizi.�� A. Exterior Building doors and doors necessary to the lobbies, common areas, and core areas shall be required. This does not include suite entry or interior doors specific to Tis. B. Exterior doors shall be weather light and shall open outward. Hinges, pivots, and pins shall be installed in a manner which prevents removal when the door is closed and locked. These doors shall have a minimum clear opening of 32" clear wide x 80" high (per leaf). Doors shall be heavy duty, flush, (1) hollow steel construction, (2) solid core wood, or (3) insulated tempered glass. As a minimum requirement, hollow steel doors shall be fully insulated, flush, 18 -gauge hollow steel. Solid -core wood doors and hollow steel doors shall be at least 1-314 inches thick. Door assemblies shall be of durable finish and shall have an aesthetically pleasing appearance acceptable to the LCO. The opening dimensions and operations shall conform to the governing building, fire safety, accessibility, and energy codes and/or requirements. Fire door assemblies shall be listed and labeled. Labels on fire door assemblies shall be maintained in a legible condition. Fire door assemblies and their accompanying hardware, including frames and closing devices shall be installed in accordance with the requirements of NFPA 80, Standard for Fire Doors and Other Opening Protectives. C. Exterior doors and all common area doors shall have door handles or door pulls with heavyweight hinges. All doors shall have corresponding doorstops (wall or floor mounted) and silencers. All public use doors and restroom doors shall be equipped with kick plates. All doors shall have automatic door closers. All Building exterior doors shall have locking devices installed to reasonably deter unauthorized entry. 3.19 DOORS: IDENTIFICATION {APR 2011) All signage required in common areas unrelated to tenant identification shall be provided and installed by the Lessor. 3.20 WINDOWS (SUCCEEDING) (SEPT 2011) All windows shall be weather tight. Operable windows that open shall be equipped with locks. Off-street, ground -level windows and those accessible from fire escapes, adjacent roofs, and other structures that can be opened must be fitted with a sturdy locking device. Windows accessible from fire escapes must be readily operable from the inside of the Building. 3.21 PARTITIONS: GENERAL (APR 2015) Partitions in public areas shall be marble, granite, hardwood, or drywall covered with durable wall covering or high performance coaling, or equivalent pre -approved by the LCO. Newly installed gypsum board material must be Greenguard Gold Certified or have 0 grams per liter of VOCs. 3.22 PARTITIONS: PERMANENT (APR 2015) Permanent partitions shall extend from the structural floor slab to the structural ceiling slab. They shall be provided by the Lessor as part of shell rent as necessary to surround the Space, stairs, corridors, elevator shafts, restrooms, all columns, and janitor closets. They shall have aflame spread rating of 25 or less and a smoke development rating of 450 or less (ASTM E-84). Stairs, elevators, and other floor openings shall be enclosed by partitions and shall have the fire resistance required by the applicable building code, fire code and ordinances adopted by the jurisdiction in which the Building is located (such as the Intemational Building Code, etc.) current as of the Lease Award Date. Newly installed gypsum board material must be Greenguard Gold Certified or have 0 grams per liter of VOCs. 3.23 INSULATION: THERMAL, ACOUSTIC, AND HVAC (SEP 2013) A. All insulation products shall contain recovered materials as required by EPA's CPG and related recycled content recommendations. B. No insulation Installed with this project shall be material manufactured using chlorofluorocarbons (CFCs), nor shall CFCs be used in the installation of the product. C. All insulation containing fibrous materials exposed to air flow shall be rated for that exposure or shall be encapsulated. D. Insulating properties for all materials shall meet or exceed applicable industry standards. Polystyrene products shall meet American Society for Testing and Materials (ASTM) C578 91. E. All insulation shall be low emitting with not greater than .05 ppm formaldehyde emissions. F. The maximum flame spread and smoke developed index for insulation shall meet the requirements of the applicable local codes and ordinances (current as of the Lease Award Date) adopted by the jurisdiction in which the Building is located. 3.24 WALL FINISHES —SHELL (SUCCEEDING) (JUN 2012) A. All restrooms within the Building common areas of Govemment-occupied floors shall have 1) ceramic tile, recycled glass tile, or comparable wainscot from the finished floor to a minimum height of 4'-8" and 2) semi -gloss paint on remaining wall areas, or other finish approved by the Govemment. B. All elevator areas that access the Space and hallways accessing the Space shall be covered with wall coverings not less than 20 ounces per square yard, high performance paint, or an equivalent. C. Wellab shall consist of water resistant wall base and coverings. LEASE NO. GS-IOP-LAK07482, PAGE 12 LESSORAAMGOVERNMENT::iX_W GSA FORM L202 (05115) 3.25 PAINTING - SHELL (JUN 2012) A. The Lessor shall bear the expense for all painting associated with the Building shell. These areas shall include all common areas. Exterior perimeter walls and interior core walls within the Space shall be spackled and prime painted with low volatile organic compounds (VOC) primer. If any Building shell areas are already painted prior to Tls; then the Lessor shall repaint, at the Lessor's expense, as necessary during Tls. B. The costs for cyclical painting requirements as outlined in Section 6 shall be included in the shell rent. 3.26 FLOORS AND FLOOR LOAD (APR 2015) A. Ali adjoining floor areas shall be of a common level not varying more than 114 inch over a 10 -foot horizontal run in accordance with the American Concrete Institute standards„ non -slip„ and acceptable to the LCO� B. Under -floor surfaces shall be smooth and level, Office areas shall have a minimum dive load capacity of 50 pounds per ABOA 5F plus 20 pounds per ABOA SF for moveable partitions. Storage areas shall have a minimum live load capacity of 100 pounds per ABOA SF, including moveable partitions. Lessor may be required to provide a report by a registered structural engineer showing the floor load capacity, at the Lessor's expense. Calculations and structural drawings may also be required. 3.27 FLOOR COVERING AND PERIMETERS — SHELL (SUCCEEDING) (JUN 2012) A. All Building common areas shall have finished floors, as currently provided. B. The costs for cyclical carpet replacement requirements as outlined in Section 6 shall be included in the shell rent unless otherwise identified in Section 6, 3.28 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011) The Lessor shall provide and operate all Building equipment and systems in accordance with applicable technical publications, manuals, and standard procedures. Mains, lines, and meters for utilities shall be provided by the Lessors Exposed ducts, piping, and conduits are not permitted in office Space. 3.29 ELECTRICAL (JUN 2012) A. The Lessor shall be responsible for meeting the applicable requirements of local codes and ordinances. When codes conflict, the more stringent standard shall apply. Main service facilities shall be enclosed. The enclosure may not be used for storage or other purposes and shall have door(s) fitted with an automatic deadlocking latch bolt with a minimum throw of 112 inch. Main distribution for standard office occupancy shall be provided at the Lessor's expense. All floors shall have 1201208 V, 3-phase, 4 -wire with bond, 60 hertz electric service available. In no event shall such power distribution (not including lighting and HVAC) for the Space fall below 4 watts per ABOA SF. B. Main power distribution switchboards and distribution and lighting panel boards shall be circuit breaker type with copper buses that are properly rated to provide the calculated fault circuits. All power distribution panel boards shall be supplied with separate equipment ground buses. All power distribution equipment shall be required to handle the actual specified and projected loads and 10 percent spare load capacity. Distribution panels are required to accommodate circuit breakers for the actual calculated needs and 10 percent spare circuits that will be equivalent to the majority of other circuit breakers in the panel system. Fuses and circuit breakers shall be plainly marked or labeled to identify circuits or equipment supplied through them. Government accepts the electrical panels as -is concerning spare load knowing they may not all have extra capacity. C. Convenience outlets shall be installed in accordance with NFPA Standard 70, National Electrical Code, or local code, whichever is more stringent. The Lessor shall provide duplex utility outlets in restrooms, corridors, and dispensing areas. 3.30 DRINKING FOUNTAINS (APR 2011) On each floor of Government -occupied Space, the Lessor shall provide a minimum of two drinking fountains with chilled potable water within 200 feet of travel from any Govemmenl-occupied area on the floor. The fountains shall comply with Section F211 of the Architectural Barriers Act Accessibility Standard. 3.31 RESTROOMS (SEP 2013) A. If this Lease is satisfied by new construction or major alterations, Lessor shall provide water closets, sinks and urinals on each floor that is partially or fully occupied by the government per the following schedule. The schedule is per floor and based on a density of one person for each 135 ABOA SF of office Space, allocated as 50% women and 50% men. If major alterations to the restrooms occur during the term of this Lease, the number of fixtures must meet the schedule as part of the major alterations. ESTIMATED TOTAL[W;ATEER S] (WOMEN'S) (MEN'S) (MEN'S) k (MEN'S) NUMBER OF SINKS WATER URINALS SINKS PEOPLEPER CLOSETS FLOOR 1 to a 1 1 1 1 9 to 24 2 2 1 1 25 to 36 2 2 1 2 LEASE NO. GS-10P-LAK07482, PAGE 13 LESSOR_*VA GOVERNMENT: GSA FORM L202 (05116) S. If no new construction or major renovation of a restroom is occurring, compliance with local code is sufficient. Separate restroom facilities for men and women shall be provided in accordance with local code or ordinances, on each floor occupied by the Government in the Building. The facilities shall be located so that employees will not be required to travel more than 200 feet, on one floor to reach the restrooms. Each restroom shall have sufficient water closets enclosed with modem stall partitions and doors, urinals (in men's room), and hot (set in accordance with applicable building codes) and cold water. Water closets and urinals shall not be visible when the exterior door is open. Each main restroom shall contain the following: 1. A mirror and shelf above the lavatory. 2. A toilet paper dispenser in each water closet stall that will hold at least two rolls and allow easy, unrestricted dispensing. 3. A coat hook on the inside face of the door to each water closet stall and on several wall locations by the lavatories. 4. At least one modem paper towel dispenser, soap dispenser, and waste receptacle for every two lavatories. 5. A coin-operated sanitary napkin dispenser in women's restrooms with a waste receptacle in each water closet stall. 6. A disposable toilet seat cover dispenser, 7. A counter area of at least 2 feet, 0 inches in length, exclusive of the lavatories (however, it may be attached to the lavatories) with a mirror above and a ground -fault interrupter -type convenience outlet located adjacent to the counter area. The counter should be installed to minimize pooling or spilling of water at the front edge. 8. A floor drain. 9. For new installations and major renovations, restroom partitions shall be made from recovered materials as listed in EPA's CPG. 3.32 PLUMBING FIXTURES: WATER CONSERVATION (DEC 2011 For new installations and whenever plumbing fixtures are being replaced (replacement per floor is required prior to Lease commencement in all instances of nonconformance where the Government occupies the full floor): A. Water closets must conform to EPA WaterSense or fixtures with equivalent flush volumes must be utilized. B. Urinals must conform to EPA WaterSense or fixtures with equivalent flush volumes must be utilized. Waterless urinals are acceptable. C. Faucets must conform to EPA WaterSense or fixtures with equivalent flow rates must be utilized. Information on EPA WaterSense fixtures can be found at http://www.epa.govAvatersensel. 3.33 JANITOR CLOSETS (SUCCEEDING) (JUN 2012) Existing janitor closets shall meet all local codes and ordinances. Disposal is not permitted in restrooms. 3.34 HEATING VENTILATION AND AIR CONDITIONING — SHELL (SEP 2013) A. Central HVAC systems shall be installed and operational, including, as appropriate, main and branch lines, VAV boxes, dampers, flex ducts, and diffusers, for an open office layout, including all Building common areas. The Lessor shall provide conditioned air through medium pressure duct work at a rate of .75 cubic feet per minute per ABOA SIF and systems shall be designed with sufficient systems capacity to meet all requirements in this Lease. B. Areas having excessive heat gain or heat loss, or affected by solar radiation at different times of the day, shall be independently controlled. C. EqVipment Performance. Temperature control for office Spaces shall be provided by concealed central heating and air conditioning equipment. The equipment shall maintain Space temperature control over a range of internal load fluctuations of plus 0.5 W/SF to minus 1.5 W/SF from initial design requirements of the tenant. D. Ductwork Re -use and Cleaning. Any ductwork to be reused and/or to remain in place shall be cleaned, tested, and demonstrated to be clean in accordance with the standards set forth by NADCA. The cleaning, testing, and demonstration shall occur immediately prior to Government occupancy to avoid contamination from construction dust and other airborne particulates. E. During working hours in periods of heating and cooling, ventilation shall be provided in accordance with the latest edition of American Society of Heating, Refrigeration and Air -Conditioning Engineers (ASHRAE) Standard 62. 1, Ventilation for Acceptable Indoor Air Quality. F. Air filtration shall be provided and maintained with filters having a minimum efficiency rating as determined by the latest edition of ASHRAE Standard 52.2, Method of Testing General Ventilation Air Cleaning Devices for Removal Efficiency by Particle Size. Pre -filters shall have a Minimum Efficiency Reporting Value (ERV) efficiency of 8. Final filters shall have a MERV efficiency of 13. G. Restrooms shall be properly exhausted, with a minimum of 10 air changes per hour. LEASE NO. GS40P-LAK07482, PAGE 14 LESSOR: GOVERNMENT: 2<10W GSA FORM L202 (05115) 3.35 TELECOMMUNICATIONS: DISTRIBUTION AND EQUIPMENT (SUCCEEDING) (SEPT 2011) Telecommunications switch rooms, wire closels, and related spaces shall meet applicable NFPA standards. Bonding and grounding shall be in accordance with NFPA Standard 70, National Electrical Code, and other applicable NFPA standards and/or local code requirements. 3.36 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (JUN 2012) A. The Government may elect to contract its own telecommunications (voice, data, video, Internet or other emerging technologies) service in the Space. The Government may contract with one or more parties 10 have INS wiring (or other transmission medium) and telecommunications equipment installed. B. The Lessor shall allow the Government's designated telecommunications providers access to utilize existing Building wiring to connect its services to the Government's Space. If the existing Building wiring is insufficient to handle the transmission requirements of the Government's designated telecommunications providers, the Lessor shall provide access from the point of entry into the Building to the Govemment's floor Space, subject to any inherent limitations in the pathway involved. C. The Lessor shall allow the Government's designated telecommunications providers to affix telecommunications antennas (high frequency, mobile, microwave, satellite, or other emerging technologies), subject to weight and wind load conditions, to roof, parapet, or Building envelope as required. Access from the antennas to the Premises shall be provided. D. The Lessor shall allow the Government's designated telecommunications providers to affix antennas and transmission devices throughout the Space and in appropriate common areas frequented by the Govemment's employees to allow the use of cellular telephones and communications devices necessary to conduct business. 3.37 LIGHTING: INTERIOR AND PARKING - SHELL (SUCCEEDING) (SEP 2013) NOTE: FOR PRICING ESTIMATING PURPOSES, FIXTURES WILL BE INSTALLED AT THE AVERAGE RATIO OF 1 FIXTURE PER 80 ABOA SF. A. INTERIOR FIXTURES: High efficiency T-8, T-5, or LED light fixtures (and associated ballasts or drivers) shall be installed as either ceiling grid or pendant mounted for an open -office plan. Ceiling grid fixtures shall be either 2' wide by 4' long or 2' wide by 2' long. Lessor shall provide, as part of Shell Rent, a minimum overall lighting fixture efficiency of 85 percent. Lamps shall maintain a uniform color level throughout the lease term. Existing lighting meets Government's needs. B. LIGHTING LEVELS: Fixtures shall have a minimum of two tubes and shall provide 50 foot -candies at desktop level (30" above finished floor) with a maximum uniformity ratio of 1.5:1. Lessor shall provide, as part of Shell Rent, 10 average foot-candles in all other Building areas within the Premises with a uniformity ratio of 4.1, Emergency egress lighting levels shall be provided in accordance with the local applicable building codes (but not less than 1 foot-candle) by either an onsite emergency generator or fixture mounted battery packs. C. POWER DENSITY: The maximum fixture power density shall not exceed 1.4 watts per ABOA SF. D. DAYLIGHTING CONTROLS: If the Lease is more than 10,000 ABOA SF, the Lessor shall provide daylight dimming controls in atriums or within 15 feet of windows and skylights where daylight can contribute to energy savings. Daylight harvesting sensing and controls shall be either integral to the fixtures or ceiling mounted and shall maintain required lighting levels in work spaces. E. OCCUPANCY/VACANCY SENSORS: The Lessor shall provide ceiling mount occupancy sensors, or vacancy sensors (preferred), or scheduling controls through the building automation system (BAS) throughout the Space in order to reduce the hours that the lights are on when a particular space is unoccupied. No more than 1,000 square feet shall be controlled by any one sensor. Occupancy sensors in enclosed rooms shall continue to operate after the BAS has shutdown the building at the end of the workday. F. BUILDING PERIMETER: 1. Exterior parking areas, vehicle driveways, pedestrian walks, and the Building perimeter lighting levels shall be designed per Illuminating Engineering Society (IES) standards. Provide 5 foot -candies for doorway areas, 3 fool -candles for transition areas and at least 5 foot-candles throughout the parking lot. Parking lot fixtures shall provide a maximum to minimum uniformity ratio of 10:1. 2. If the leased space is 100 percent occupied by Government tenants, all exterior parking lot fixtures shall be "Dark Sky' compliant with no property line trespass. G. EXTERIOR POWER BACKUP: Exterior egress, walkway, parking lot, and parking structure lighting must have emergency power backup to provide for safe evacuation of the Building. 3.38 ACOUSTICAL REQUIREMENTS (JUN 2012) A. Reverberation Control. Private office and conference rooms using suspended acoustical ceilings shall have a noise reduction coefficient (NRC) of not less than 0.65 in accordance with ASTM CA23. Open office using suspended acoustical ceilings shall have an NRC of not less than 0.75. Private offices, conference rooms, and open offices using acoustical cloud or acoustical wall panels with a minimum of 70% coverage shall have an NRC of not less than 0.85. B. Ambient Noise Control. Ambient noise from mechanical equipment shall not exceed noise criteria curve (NC) 35 in accordance with the ASHRAE Handbook of Fundamentals in offices and conference rooms; NC 40 in corridors, cafeterias, lobbies, and restrooms; NC 50 in other spaces. LEASE NO. GS-10P-LAK07482, PAGE 15 LESSOR:W f -GOVERNMENT: 4WGSA FORM L202 (05115) C. Noise Isolation. Rooms separated from adjacent spaces by ceiling high partitions (not including doors) shall not be less than the following noise Isolation class (NIC) standards when tested in accordance with ASTM E-336: Conference rooms: NIC 40 Offices: NIC 35 D. Testing. The LCO may require, at Lessor's expense, test reports by a qualified acoustical consultant showing that acoustical requirements have been met. E. Current office conditions meet acoustical requirements. 3.39 INDOOR AIR QUALITY DURING CONSTRUCTION (SEP 2013) A. The Lessor shall provide to the Government material safety data sheets (MSDS) or other appropriate documents upon request, but prior to installation or use for the following products„ including but not limited to, adhesives„ caulking, sealants, insulating materials, fireproofing or fire stopping materials, paints, carpets, floor and wall patching or leveling materials, lubricants, clear finishes for wood surfaces, janitorial cleaning products, and pest control products. B. The LCO may eliminate from consideration products with significant quantities of toxic, flammable, corrosive, or carcinogenic material and products with potential for harmful chemical emissions. Materials used often or in large quantities will receive the greatest amount of review.. C, All MSDS shall comply with Occupational Safety and Health Administration (OSHA) requirements, The Lessor and its agents shall comply with all recommended measures in the MSDS to protect the health and safely of personnel. D. To the greatest extent possible, the Lessor shall sequence the installation of finish materials so that materials that are high emitters of volatile organic compounds (VOCs) are installed and allowed to cure before installing interior finish materials, especially soft materials that are woven, fibrous, or porous in nature, that may adsorb contaminants and release them over time. E. Where demolition or construction work occurs adjacent to occupied Space, the Lessor shall erect appropriate barriers (noise, dust, odor, etc.) and lake necessary steps to minimize interference with the occupants. This includes maintaining acceptable temperature, humidity, and ventilation in the occupied areas during window removal, window replacement, or similar types of work. F. HVAC during Construction: if air handlers are used during construction, the Lessor shall provide filtration media with a MERV of 8 at each return air grill, as determined by the latest edition of ASHRAE Standard 52.2, Method of Testing General Ventilation Air Cleaning Devices for Removal Efficiency by Particle Size. The permanent HVAC system may be used to move both supply and return air during the construction process only if the following conditions are met: 1. A complete air filtration system with 60 percent efficiency filters is installed and properly maintained; 2. No permanent diffusers are used; 1 No plenum type return air system is employed; 4, The HVAC duct system is adequately sealed to prevent the spread of airborne particulate and other contaminants; and 5„ Following the Building 'flush out,' all dud systems are vacuumed with portable high -efficiency particulate arrestance (HEPA) vacuums and documented clean in accordance with National Air Duct Cleaners Association (NADCA) specifications. G. Flush -Out Procedure: 1 A final flush -out period of 72 hours minimum Is required after installation of all interior finishes and before occupancy of the Space, The Lessor shall ventilate 24 hours a day, with new filtration media at 100% outdoor air (or maximum outdoor air while achieving a relative humidity not greater than 60%), 2. After the 3 -day period the Space may be occupied; however, the flush -out must continue for 30 days using the maximum percentage of outdoor air consistent with achieving thermal comfort and humidity control, 3, Any deviation from this ventilation plan must be approved by the LCO. 4. The Lessor is required to provide regularly occupied areas of the Space with new air filtration media before occupancy that provides a MERV of 13 or better. & During construction„ meet or exceed the recommended design approaches of the Sheet Metal and Air Conditioning National Contractors Association (SMACNA) IAQ Guideline for Occupied Buildings Under Construction, 1995,, Chapter 3. 6. Protect stored onsite and installed absorptive materials from moisture damage. 3.40 SYSTEMS COMMISSIONING (APR 2011) The Lessor shall incorporate commissioning requirements to verify that the installation and performance of energy consuming systems meet the Government's project requirements. The commissioning shall cover only work associated with Tis or alterations or at a minimum: healing„ ventilating, air conditioning and refrigeration (HVAC&R) systems and associated controls, lighting controls, and domestic hot water systems. LEASE NO. GS40P-LAK07482, PAGE 16 LESSOR: GOVERNMENT: ,,,,,,,,,,,,,,,,,,, ,,,, „,,,,,, GSA FORM L202 (05115) 3.41 DUE DILIGENCE AND NATIONAL ENVIRONMENTAL POLICY ACT REQUIREMENTS —LEASE (SEP 2014) A. Environmental Due Diligence Lessor is responsible for performing all necessary "response" actions (as that term is defined at 42 U.S.C. § 9601(25) of the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)) with regard to all 'recognized environmental conditions,' as that term is defined in ASTM Standard El 527-13, as such standard may be revised from time to time. This obligation extends to any contamination of the Property where such contamination is not attributable to the Government. Lessor must provide the Government with a summary report demonstrating completion of all required response actions prior to Substantial Completion. Any remediatlon performed by or on behalf of Lessor must be undertaken in strict compliance with all applicable federal, state and local laws and regulations. B. National Environmental Policy Act The National Environmental Policy Act regulations provide for analyzing proposed major federal actions to determine if there are ways to mitigate the Impact of the proposed actions to avoid, minimize, rectify, reduce, or compensate for environmental impacts associated with such actions. Where the Government has determined that any or all of these mitigation measures should be or must be adopted to lessen the impact of these proposed actions, Lessor must incorporate all mitigation measures identified and adopted by the Government in the design and construction drawings and specifications. All costs and expenses for development of design alternatives, mitigation measures and review submittals for work to be performed under the Lease are the sole responsibility of Lessor LEASE NO. GS-10P-LAK07482, PAGE 17 LESSOR: GOVERNMENT: GSA FORM L202 (05115) SECTION 4 DESIGN, CONSTRUCTION, AND POST AWARD ACTIVITIES 4.01 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (SUCCEEDING) (MAY 2015) A. The Government shall accept the Space only if the construction of Building shell and Tis conforming to this Lease is substantially complete, a Certificate of Occupancy (C of O) has been issued as set forth below and the Building improvements necessary for acceptance as described in the paragraph "Building Improvements" are completed. B. The Space shall be considered substantially complete only if the Space may be used for its intended purpose and completion of remaining work will not interfere unreasonably with the Government's enjoyment of the Space. Acceptance shall be final and binding upon the Government with respect 10 the completion of the Tis, with the exception of items identified on a punch list generated as a result of the inspection, concealed conditions,„ latent defects, or fraud, but shall not relieve the Lessor of any other Lease requirements. C. The Lessor shall provide a valid C of O, issued by the local jurisdiction, for the intended use of the Government. If the local jurisdiction does not issue C of O's or if the C of O is not available, the Lessor may satisfy this condition by providing a report prepared by a licensed fire protection engineer that indicates the Space and Building are compliant with all applicable local codes and ordinances and all fire protection and life safely - related requirements of this Lease. D. At acceptance„ the Lease term shall commence and the Lease Term Commencement Date shall be memorialized by Lease Amendment. E. The Government will not be required to accept space prior to the schedule outlined in this Lease. 4.02 AS -BUILT DRAWINGS (JUN 2012) Not later than 180 days after the acceptance of the Space, the Lessor shall furnish to the Government a complete set of Computer Aided Design (CAD) files of the original construction drawings showing the Space under Lease, as well as corridors, stairways, and core areas at no cost to the Government The plans shall have been generated by a CAD program which is compatible with the latest release of AutoCAD. The required file extension is "..DWG." Clean and purged files shall be submitted on CD-ROM. They shall be labeled with Building name, address, list of drawing(s),. date of the drawing(s), and Lessor's architect and architect's phone number. As -built plans shall be provided in Portable Document Formal (pdf) files. Clean and purged fifes shall be submitted on CD-ROM. They shall be labeled with Building name, address, list of drawing(s)1, date of the drawing(s), and Lessor's architect and architect's phone number. The Lessor's operator shall demonstrate the submission on GSA equipment, if requested by the LCO. LEASE NO. GS-10P-LAK07482, PAGE 18 LESSOR: . GOVERNMENT: / GSA FORM L202 (05115) SECTION 5 TENANT IMPROVEMENT COMPONENTS 5.01 TENANT IMPROVEMENT REQUIREMENTS (SEP 2013) The Tls shall be designed, constructed, and maintained in accordance with the standards set forth in this Lease For pricing, only those requirements designated as Tis within this section, or designated as Tis within the attached agency requirements and Security Requirements,,, shall be deemed to be TI costs. 5.02 DOORS: INTERIOR (SUCCEEDING) (SEP 2013) The following requirements pertain to repair or replacement due to maintenance or alterations performed throughout the term of the Lease: Doors within the Space shall be provided as part of the Tls and shall have a minimum clear opening of 32" wide x 80" high. Doors shall be flush, solid core, wood with a natural wood veneer face or an equivalent door pre -approved by the LCO. Hollow core wood doors are not acceptable. They shall be operable with a single effort, and shall meet the requirements of NFPA 101, Life Safety Code or the International Building Code (current as of the Lease Award Dale). Doors shall be installed in a metal frame assembly which is primed and finished with a low VOC semi -gloss oil-based paint with no formaldehyde. 6.03 DOORS: HARDWARE (SUCCEEDING) (SEP 2013) The following requirements pertain to repair or replacement due to maintenance or alterations performed throughout the Tenn of the Lease Doors shall have door handles or door pulls with heavyweight hinges. The Lessor Is encouraged to avoid the use of chrome -plated hardware, All doors shall have corresponding doorstops (wall- or floor -mounted) and silencers. All door entrances leading into the Space from public corridors and exterior doors shall have automatic door closers. Doors designated by the Government shall be equipped with 5 -pin, tumbler cylinder locks and strike plates. All locks shall be master keyed. Furnish at least two master keys for each lock to the Government. Any exterior entrance shall have a high security lock, with appropriate key control procedures, as determined by Government specifications. Hinge pins and hasps shall be secured against unauthorized removal by using spot welds or pinned mounting bolts. The exterior side of the door shall have a lock guard or astragal to prevent tampering of the latch hardware. Doors used for egress only shall not have any operable exterior hardware. All security -locking arrangements on doors used for egress shall comply with requirements of NEPA 101or the International Building Code current as of the Lease Award Date. 5.04 PARTITIONS: SUBDIVIDING (SUCCEEDING) (SEP 2013) The following requirements pertain to repair or replacement due to maintenance or alterations performed throughout the term of the Lease: A. Office subdividing partitions shall comply with applicable building codes and local requirements and ordinances shall be provided as part of the Tis. Partitioning shall extend from the finished floor to the finished ceiling and shall be designed to provide a minimum sound transmission class (STC) of 37. They shall have a flame spread rating of 25 or less and a smoke development rating of 450 or less (ASTM E-84). B. HVAC shall be rebalanced and lighting repositioned, as appropriate, after installation of partitions. C. If installed in accordance with the "Automatic Fire Sprinkler System" and "Fire Alarm System" paragraphs, sprinklers and fire alarm notification appliances shall be repositioned as appropriate after installation of partitions to maintain the level of fire protection and life safety. 5.05 WALL FINISHES (JUN 2012) If the Government chooses to install a wall covering, the minimum standard is vinyl -free, chlorine -free, plasticizer -free wall covering with recycled content or bio -based commercial wall covering weighing not less than 13 ounces per square yard or equivalent. If the Government chooses to install a high-performance paint coating, it shall comply with the VOC limits of the Green Seal Standard GS -11. 5.06 PAINTING —TI (SEP 2013) A. Prior to acceptance, all surfaces within the Space which are designated by GSA for painting shall be newly finished in colors acceptable to the Government. B. The Lessor shall provide interior paints and coatings that meet or are equivalent to the following standards for VOC off gassing: 1. Topcoat paints: Green Seal Standard GS -11, Paints, First Edition, May 20, 1993. 2. All other architectural coatings, primers, and undercoals: South Coast Air Quality Management District (SCAQMD) Rule 1113, Architectural Coatings, effective January 1, 2004. 3. Architectural paints, coatings, and primers applied to interior walls and ceilings: a. Flats: 50 grams per liter (g1L). b. Non -flats: 150 g1L. 4. Anti -corrosive and anti -rust paints applied to interior ferrous metal substrates: 250 g1L. 5. Clear wood finishes: a. Varnish: 350 gIL. b. Lacquer. 550 g1L. 6. Floor coatings: 100 gIL. 7. Sealers: LEASE NO. GS-10P-LAK07482, PAGE 19 LESSOR. GOVERNMENT: GSA FORM L202 (05115) a. Waterproofing sealers: 250 g/L, b. Sanding sealers: 275 g/L C. All other sealers: 200 g& B. Shellacs: a, Clear. 730 g/L. b. Pigmented: 550 g/L. 9. Stains. 250 91L. C. Use reprocessed latex paint in accordance with EPA's CPG (Comprehensive Procurement Guidelines) on all painted surfaces where feasible. The type of paint shall be acceptable to the Government 5.07 FLOOR COVERINGS AND PERIMETERS (APR 2015) A. Broadloom carpet or carpet tiles shall meet the requirements set forth in the specifications below. Floor perimeters at partitions shall have wood, rubber, vinyl. or carpet base. Floor covering shall be installed in accordance with manufacturing instructions to lay smoothly and evenly. B. The use of existing carpet may be approved by the Government', however, existing carpet shall be repaired, stretched, and cleaned before occupancy and shall meet the static buildup requirement as stated in the specifications below. C. Any alternate flooring shall be pre -approved by the Government. D. SPECIFICATIONS FOR CARPET TO BE NEWLY INSTALLED OR REPLACED I . Product sustainability and environmental Rguiraments, In order to achieve superior performance in multiple environmental attribute minimum. Carpet manufacturer must supply certificate as part of the procurement documentation, 2. Recycled content, Recycled content is measured by total product weight of pre -consumer and/or post -consumer materials. Recycled content must be at least 10% post -consumer recovered content. 3. Low emitting materials. The carpet and floor adhesive (for glue -down installations) must meet the Green Label Plus (GLP) and floor adhesive (for direct glue down) requirements of the Carpet and Rug Institute (CRI). GLP number must be provided. Adhesives must meet VOC content standards per South Coast Air Ouality Management District Rule #1168. 4. Face fiber content. Face yam must be 100 percent nylon fiber. Loop Pile shall be 100 percent Bulk Continuous Filament (BCF); cut and loop shall be 100 percent BCF for the loop portion and may be BCF or staple for the cut portion; cut pile carpet shall be staple or BCF, 5. Performance requirements for broadloom and modular tile. a. Stafic: Less then or equal to 3.5 kV when tested by AATCC Test Method 134 (Step Test Option). b, Flammability: Meets CPSC-FF-1-70, DOC -FF -1-70 Methenamine Tablet Test criteria, C. Flooring -Radiant Panel Test: Meets NFPA 253 Class I or 11 depending upon occupancy and fire code when tested under ASTM E-648 for glue down installation. d. Smoke Density: NBS Smoke Chamber - Less than 450 Fleming Mode when tested under ASTM E-662. NOTE: Testing must be performed in a NVLAP accredited laboratory. 6. Texture Appearance Retention RatbgffARRI, Carpet must meet TARR ratings specified below: I;j Open Office, cafeteria, corridors. lobbies determined using ASTM D-7330. 7. Ca!Ret reclamation. Reclamation of existing carpet to be determined with potential vendor. When carpet is replaced, submit certification documentation from the reclamation facility to the LCO. 8. Warran . Submit a copy of the manufacturer's standard warranty to the LCO within the first 60 days of Government occupancy, The Government is to be a beneficiary of the terms of this warranty. LEASE NO. GS-IOP-LAK07482, PAGE 20 LESSOAA GOVERNMENT: 1&� GSA FORM L202 (05115) 5.08 HEATING AND AIR CONDITIONING (SUCCEEDING) (JUN 2012) The following requirements pertain to repair or replacement due to maintenance or alterations performed throughout the term of the Leaser Zone Control. Provide individual thermostat control for office Space with control areas not to exceed 1,500 ABOA SF. Interior spaces must be separately zoned. Specially occupancies (conference rooms, kitchens, etc.) must have active controls capable of sensing Space use and modulating HVAC system in response to Space demand. Areas that routinely have extended hours of operation shall be environmentally controlled through dedicated heating and air conditioning equipment. Special purpose areas (such as photocopy centers, large conference rooms, computer rooms, etc.) with an internal cooling load in excess of 5 tons shall be independently controlled. Provide concealed package air conditioning equipment to meet localized spot cooling of tenant special equipment. 5.09 ELECTRICAL: DISTRIBUTION (SUCCEEDING) (JUN 2012) The following requirements pertain to repair or replacement due to maintenance or alterations performed throughout the term of the Lease A. All electrical outlets shall be installed in accordance with NFPA Standard 70. B. All outlets within the Space shall be marked and coded for ease of wire tracing; outlets shall be circuited separately from lighting. All floor outlets shall be flush with the plane of the finished floor. Outlet cover colors shall be coordinated with partition finish selections. C. The Lessor shall in all cases safely conceal outlets and associated wiring (for electricity, voice, and data) to the workstation(s) in partitions, ceiling plenums, in recessed floor ducts, under raised flooring, or by use of a method acceptable to the Government. 5.10 LIGHTING: INTERIOR AND PARKING –TI (SUCCEEDING) (SEP 2013) The following requirements pertain to repair or replacement due to maintenance or alterations performed throughout the term of the Lease: A. FIXTURES: The Lessor shall provide interior lighting to comply with requirements under the paragraph, 'Lighting: Interior and Parking – Shell (Succeeding)." B. BUILDING PERIMETER: There may be additional requirements for lighting in exterior parking areas, vehicle driveways, pedestrian walkways, and Building perimeter in the Security Requirements attached to this Lease, LEASE NO. GS-10P-LAK07482, PAGE 21 LESSOR:WO-1GOVERNMENT: GSA FORM L202 (05115) SECTION 6 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM 6.01 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS (JUN 2012) A. The Government's normal hours of operations are established as 6:00 AM to 6:00 PM, seven (7) days a week. Services, maintenance, and utilities shall be provided during these hours. The Government shall have access to the Premises and its Appurtenant Areas at all times without additional payment, including the use, during other than normal hours, of necessary services and utilities such as elevators, restrooms, lights, and electric power. Cleaning shall be performed during normal hours. B. The Lessor and the Lessor's representatives, employees and contractors shall demonstrate a cooperative, positive, welcoming, respectful, professional and business -like demeanor and shall present a neat, clean, job -appropriate (professional) appearance. 6.02 UTILITIES (APR 2011) The Lessor is responsible for providing all utilities necessary for base Building and tenant operations as part of the rental consideration. 6.03 UTILITY CONSUMPTION REPORTING (JUN 2012) Upon request from the Lease Contracting Officer or Contracting Officer's Representative, the Lessor shall provide regular quarterly reports of the amount of all utilities consumed at the Building in monthly detail for the duration of the Lease. These reports must be provided within 45 days of the end of each quarterly period and shall be in either written or electronic form, as requested by the Government. The reports shall contain the number of actual units consumed. If reports are available detailing only the Govemment's consumption, then the reports shall be limited solely to the Govemment's consumption. Additionally, said reports shall indicate, for each utility being reported, the use of the specific utility. For example, electricity consumption shall indicate if it includes healing or air conditioning, and if so, whether just diffusers or diffusers and healing are included in electricity consumption. 6.04 HEATING AND AIR CONDITIONING (SEP 2014) A. In all office areas, temperatures shall conform to local commercial equivalent temperature levels and operating practices in order to maximize tenant satisfaction. These temperatures shall be maintained throughout the leased Premises and service areas, regardless of outside temperatures, during the hours of operation specified in the Lease. The Lessor shall perform any necessary systems start-up required to meet the commercially equivalent temperature levels prior to the first hour of each day's operation. At all times, humidity shall be maintained below 60% relative humidity. B. During non -working hours, heating temperatures shall be set no higher than 55° Fahrenheit, and air conditioning shall not be provided except as necessary to return Space temperatures to a suitable level for the beginning of working hours. C. Thermal comfort. During all working hours, comply with the latest edition of ASHRAE Standard 55, Thermal Comfort Conditions for Human Occupancy. D. Warehouse or garage areas require heating and ventilation only. Cooling of this Space is not required. Temperature of warehouse or garage areas shall be maintained at a minimum of 50° Fahrenheit. E. The Lessor shall conduct MVAC system balancing after any HVAC system alterations during the term of the Lease and shall make a reasonable attempt to schedule major construction outside of office hours. F. Normal HVAC systems' maintenance shall not disrupt tenant operations. G. 97 ABOA SF of the Premises shall receive cooling at all times (24 hrs a day, 365 days a year) for purposes of cooling the designated server room (Room 133). The temperature of this room shall be maintained at no greater than 75 degrees F (preferred is 66 degrees), regardless of outside temperature or seasonal changes. The 24 hours cooling service shall be provided by the Lessor as part of the Operating Costs Base. Notwithstanding the foregoing, Lessor shall provide this service at no additional cost to the Government. 6.05 JANITORIAL SERVICES (JUN 2012) The Lessor shall maintain the Premises and all areas of the Property to which the Govemment has routine access in a clean condition and shall provide supplies and equipment for the term of the Lease. The following schedule describes the level of services intended. Performance will be based on the LCD's evaluation of results, not the frequency or method of performance. A. Daily. Empty trash receptacles. Sweep entrances, lobbies, and corridors. Spot sweep floors, and spot vacuum carpets. Clean drinking fountains. Sweep and damp mop or scrub restrooms. Clean all restroom fixtures, and replenish restroom supplies. Dispose of all trash and garbage generated in or about the Building. Wash inside and out or steam clean cans used for collection of food remnants from snack bars and vending machines. Dust horizontal surfaces that are readily available and visibly require dusting. Spray buff resilient floors in main corridors, entrances, and lobbies. Clean elevators and escalators. Remove carpet stains. Police sidewalks, parking areas, and driveways. Sweep loading dock areas and platforms. Clean glass entry doors to the Space. B. Three times a week. Sweep or vacuum stairs. C. Weekly. Damp mop and spray buff all resilient floors in restrooms and health units. Sweep sidewalks, parking areas, and driveways (weather permitting). LEASE NO. GS-14P-LAK07482, PAGE 22 LESSOR: GOVERNMENT: GSA FORM L202106116) D. Every two weeks. Spray buff resilient floors in secondary corridors, entrance, and lobbies. Damp mop and spray buff hard and resilient floors in office Space. E. Monthly. Thoroughly dust furniture. Completely sweep and/or vacuum carpets. Sweep storage Space. Spot clean all wall surfaces within 70 inches of the floor. F. Every -two months. Damp wipe restroom wastepaper receptacles, stall partitions, doors, window sills, and frames. Shampoo entrance and elevator carpets. G. Three times a year. Dust wall surfaces within 70 inches of the floor, vertical surfaces and under surfaces. Clean metal and marble surfaces in lobbies. Wet mop or scrub garages. H. Twice a year. Wash all interior and exterior windows and other glass surfaces. Strip and apply four coats of finish to resilient floors in restrooms. Strip and refinish main corridors and other heavy traffic areas. 1. Annuallx, Wash all venetian blinds, and dust 6 months from washing. Vacuum or dust all surfaces in the Building more than 70 inches from the floor, including light fixtures. Vacuum all draperies in place. Strip and refinish floors in offices and secondary lobbies and corridors. Shampoo carpets in corridors and lobbies. Clean balconies, ledges, courts, areaways, and flat roofs. J. Every two years. Shampoo carpets in all offices and other non-public areas. K. As required. Properly maintain plants and lawns. Provide initial supply, installation, and replacement of light bulbs, lubes, ballasts, and starters. Provide and empty exterior ash cans and clean area of any discarded cigarette butts. L. Pest control. Control pests as appropriate, using Integrated Pest Management techniques, as specified in the GSA Environmental Management Integrated Pest Management Technique Guide (E402-1001). 6.06 SELECTION OF CLEANING PRODUCTS (APR 2015) The Lessor shall use cleaning products (including general purpose cleaners, floor cleaners, hand soap, etc.) that comply with either the Green Seal standard, the UL/EcoLogo standard, EPA's Design for the Environment (DIE) designation, or a substitute acceptable to the LCO. Hand soap products shall also be USDA Certified BioPreferred. 6.07 SELECTION OF PAPER PRODUCTS (APR 2015) The Lessor shall select paper and paper products (e,g,,, restroom tissue and paper towels) conforming to the Green Seal Standard (GS -1), or a substitute acceptable 10 the LCO 6.08 SNOW REMOVAL (APR 2011) Lessor shall provide snow removal services for the Government on all days for which this Lease has designated normal hours. Lessor shall clear parking lots if the accumulation of snow exceeds two inches. Lessor shall clear sidewalks, walkways and other entrances before accumulation exceeds 1.5 Inches. The snow removal shall take place no later than 6:00 AM, without exception. Should accumulation continue throughout the day, the Lessor shall provide such additional snow removal services to prevent accumulation greater than the maximums specified in this paragraph. In addition to snow removal, the Lessor shall keep walkways, sidewalks and parking lots free of ice during the normal hours, The Lessor shall remove excess buildup of sand andlor ice melt to minimize slipping hazards. If the Building entrance(s) has a northern exposure, then Lessor shall take additional measures to protect the safety of pedestrians. 6.09 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2013) A. The Lessor is responsible for the total maintenance, repair, and replacement and renewal of the leased Premises. Such maintenance, repairs, replacement and renewal include the site and private access roads. All equipment and systems shall be maintained to provide reliable, energy efficient service without unusual interruption, disturbing noises, exposure to fire or safety hazards, uncomfortable drafts, excessive air velocities, or unusual emissions of dirt. The Lessor's maintenance responsibility includes initial supply and replacement of all supplies, materials, and equipment necessary for such maintenance. Maintenance, testing, and inspection of appropriate equipment and systems shall be done in accordance with current applicable codes, and inspection certificates shall be displayed as appropriate. Copies of all records in this regard shall be forwarded to the Government's designated representative. B. At the Lessor's expense, the Government reserves the right to require documentation of proper operations, inspection, testing, and maintenance of fire protection systems, such as, but not limited to, fire alar~, fire sprinkler, standpipes, fire pump, emergency lighting, illuminated exit signs, emergency generator. prior to occupancy to ensure proper operation. These tests shall be witnessed by the Government's designated representative. LEASE NO. GS-10P-LAK07482, PAGE 23 LESSOR: GOVERNMENT: GSA FORM L202 (05/15) 6.10 MAINTENANCE OF PROVIDED FINISHES (SEP 2013) A. Paint, wall coverings. Lessor shall maintain all wall coverings and high performance paint coatings in "like new" condition for the life of the Lease. All painted surfaces, shall be repainted at the Lessor's expense, including the moving and returning of furnishings, any time during the occupancy by the Government if the paint is peeling or permanently stained, except where damaged due to the negligence of the Government. All work shall be done after normal working hours as defined elsewhere in this Lease. In addition to the foregoing requirement, 1. Lessor shall repaint common areas by mutual agreement between the Lessor and the Government. Lessor shall perform repainting of the Space at the agency's request. The scope will be determined by the agency and the Lessor will bid the project. The agency will pay for the project via lump sum payment at project completion and acceptance by the Government. This will be documented through a Lease Amendment. B. Carpet and flooring. 1. Except when damaged by the Government, the Lessor shall repair or replace flooring at any time during the Lease term when: a. Backing or underlayment is exposed; b. There are noticeable variations in surface color or texture; c. It has curls, upturned edges, or other noticeable variations in texture; d. Tiles are loose; or, e. Tears or tripping hazards are present. Notwithstanding the foregoing, the Lessor shall replace carpel in the Space at the agency's request with a product which meets the requirements in the "Floor Coverings and Perimeters" paragraph in this Lease. The scope will be determined by the agency and the Lessor will bid the project. The agency will pay for the project via lump sum payment at project completion and acceptance by the Government. This will be documented through a Lease Amendment. 3. Repair or replacement shall include the moving and returning of furnishings, including disassembly and reassembly of systems furniture per manufacturer's warranty, if necessary. Work shall be performed after the normal hours established elsewhere in this Lease. 6.11 ASBESTOS ABATEMENT (APR 2011) If asbestos abatement work is to be performed in the Space after occupancy, the Lessor shall submit to the Government the occupant safety plan and a description of the methods of abatement and re -occupancy clearance, in accordance with OSHA, EPA, DOT, state, and local regulations and guidance, at least 4 weeks prior to the abatement work. 6.12 ONSITE LESSOR MANAGEMENT (APR 2011) The Lessor shall provide an onsite building superintendent or a locally designated representative available to promptly respond to deficiencies, and immediately address all emergency situations. 6.13 IDENTITY VERIFICATION OF PERSONNEL {SEP 2013) A. The Government reserves the right to verify identities of personnel with routine pre -occupancy and/or unaccompanied access to Government space. The Lessor shall comply with the agency personal identity verification procedures below that implement Homeland Security Presidential Directive -1 2 (HSPD-12), Office of Management and Budget (OMB) guidance -05-24 and M11-11, and Federal Information Processing Standards Publication (FIPS PUB) Number 201, as amended. B. The Government reserves the right to conduct additional background checks on Lessor personnel and contractors with routine access to Government leased space throughout the term of the Lease. C. Upon request, the Lessor will notify the Government whether they will use either the manual process and submit completed fingerprint charts and background investigation forms, or use the electronic process of ID verification, completed through the a -QIP system. This would be done for each employee of the Lessor, as well as employees of the Lessor's contractors or subcontractors who will provide building operating services requiring routine access to the Government's leased space for a period greater than 6 months. The Government may also require this information for the Lessor's employees, contractors, or subcontractors who will be engaged to perform alterations or emergency repairs in the Government's space. 1. MANUAL PROCESS: The Lessor shall provide Form FD 256, Fingerprint Chart (available from the Government Printing Office at http:l oo store.g o, ov), and Standard Form 85P, Questionnaire for Public Trust Positions, completed by each person and returned to the Lease Contracting Officer (or the contracting officer's designated representative) within 30 days from receipt of the forms. 2. ELECTRONIC PROCESS: The electronic process will be done through the a -QIP system. The Lessor's contraclor/personnel will receive an email along with instructions for completing the Office of Personnel Electronic Questionnaire (e -QIP). The contractor/personnel will have up to (7) seven business days to login and complete the a -QIP for the background investigation, The contractor/personnel will be instructed to access the website, and receive on screen instructions which include but it is not limited to: a) How to Log In b) How to Answer and Create New Golden Questions C) What Additional Documents to Send LEASE NO. GS-10P-LAK07482, PAGE 24 LESSOR: GOVERNMENT: GSA FORM L202 (06115) d) To Print and Sign two Signature Fomes (Certification That My Answers Are True) e) To complete the submission process, press the 'Release /Request Transmit to the Agency" and exit the process I Where to Send. The Lessor must ensure prompt input, and timely receipt of the following, from their contractor/personnel: a) Two FBI Fingerprint Cards (Form FD -258) or one card produced by a livescan device, b) Certification That My Answers Are True C) Authorization for Release of Information. D. The Lessor must ensure the contracting officer (or the contracting officer's designated representative) has all of the requested documentation 10 ensure the completion of the investigation. E. Based on the information famished, the Government will conduct background investigations of the employees. The contracting officer will advise the Lessor in writing if an employee fails the investigation, and, effective immediately, the employee will no longer be allowed to work or be assigned to work in the Govemmenl's space. F. Throughout the life of the lease, the Lessor shall provide the same data for any new employees, contractors, or subcontractors who will be assigned to the Government's space. In the event the Lessor's contractor or subcontractor is subsequently replaced, the new contractor or subcontractor is not required to submit another set of these forms for employees who were cleared through this process while employed by the former contractor or subcontractor. The Lessor shall resubmit Form FD 256 and Standard Form 85P for every employee covered by this paragraph on a 5 year basis. G. The Lessor shall insert this paragraph in all subcontracts when the subcontractor Is required to have physical access to a federally controlled facility or access to a federal information system. 6.14 SCHEDULE OF PERIODIC SERVICES (JUN 2012) Within 60 days after occupancy by the Government, the Lessor shall provide the LCO with a detailed written schedule of all periodic services and maintenance, including a preventive maintenance schedule. 6.15 LANDSCAPING (SUCCEEDING) (JUN 2012) A. Landscape management practices shall prevent pollution by: 1. Employing practices which avoid or minimize the need for fertilizers and pesticides; 2. Prohibiting the use of the 2,4-Dichlorophenoxyacelic Acid (2,,,4-D) herbicide and organophosphates; and 3. Composting/recycling all yard waste if available in Kodiak. B. The Lessor shall use landscaping products with recycled content as required by EPA's CPG Guidelines for landscaping products. Refer to EPA's CPG web site, www.eRa.gov/cpg, 6.16 LANDSCAPE MAINTENANCE (APR 2011) Landscape maintenance shall be performed during the growing season and shall consist of watering, weeding, mowing, and policing the area to keep it free of debris. Pruning and fertilization shall be done on an as -needed basis. In addition, dead, dying, or damaged plants shall be replaced. 6.17 RECYCLING (JUN 2012) A. For Leases greater than 10,000 rentable SF, with a Lease term greater than six months, the Lessor shall establish a recycling program for (at a minimum) paper, corrugated cardboard, glass, plastics, and metals where local markets for recovered materials exist. B. Where state or local law, code, or ordinance requires recycling programs for the Premises, Lessor shall comply with such state and/or local law, code, or ordinance. C. When implementing any recycling program, the Lessor shall provide an easily accessible, appropriately sized area (2 SF per 1,000 SF of Building gross floor area) that serves the Space for the collection and storage of materials for recycling. Telecom rooms are not acceptable as recycling space. During the Lease term, the Lessor agrees, upon request, to provide the Government with additional information concerning recycling programs maintained in the Building and in the Space. 6.18 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013) During the term of the Lease, the Lessor may not establish vending facilities within the leased Space that will compete with any Randolph -Sheppard vending facilities. 6.19 SAFEGUARDING AND DISSEMINATION OF SENSITIVE BUT UNCLASSIFIED (SBU) BUILDING INFORMATION (SEP 2013) This paragraph applies to all recipients of SBU Building information, including, bidders, awardees, contractors, subcontractors, Lessors, suppliers, and manufacturers. LEASE NO. GS-10P-LAK07482, PAGE 25 LESSOR:. • .. GOVERNMENT: _jw GSA FORM L202 (05/15) A. MARKING SBU. Contractor -generated documents that contain Building information must be reviewed by GSA to identify any SBU content, before the original or any copies are disseminated to any other parties. If SBU content is identified, the LCO may direct the contractor, as specified elsewhere in this contract, to imprint or affix SBU document markings to the original documents and all copies, before any dissemination. B. AUTHORIZED RECIPIENTS. Building information considered SBU must be protected with access strictly controlled and limited to those individuals having a need to know such information. 'those with a need to know may include Federal, slate, and local government entities, and nongovernment entities engaged in the conduct of business an behalf of or with GSA. Nongovemment entities may include architects, engineers, consultants, contractors, subcontractors, suppliers, and others submitting an offer or bid to GSA or performing work under a GSA contract or subcontract. Contractors must provide SBU Building information when needed for the performance of official Federal, state, and local government functions, such as for code compliance reviews and for the issuance of Building permits. Public safety entities such as fire and utility departments may require access to SBU Building information on a need to know basis. This paragraph must not prevent or encumber the dissemination of SBU Building information to public safety entities. The server room is the only area identified as sensitive at this time. C. DISSEMINATION OF SBU BUILDING INFORMATION: 1. BY ELECTRONIC TRANSMISSION. Electronic transmission of SBU information outside of the GSA firewall and network must use session (or alternatively file encryption). Sessions (or files) must be encrypted with an approved NIST algorithm, such as Advanced Encryption Standard (AES) or Triple Data Encryption Standard (3DES), In accordance with Federal Information Processing Standards Publication (FIDS PUB) 140-2, Security Requirements for Cryptographic Modules. Encryption tools that meet FIDS 140-2 are referenced on the NIST web page found at the following URL: h_tip://csrc.nist.gov/groups/STM/cmvpfdocuments/140-1/1401 vend.htm. All encryption products used to satisfy the FIPS 140-2 requirement should have a validation certificate that can be verified at the http_//csro.nisi.aov/aroups/STM/emvp/validalion.html#02. (Not all vendors of security products that claim conformance with FIPS 140-2 have validation certificates.) Contractors must provide SBU Building information only to authorized representatives of state, Federal, and local government entities and firms currently registered as "active" in the SAM database at hltos:/lwww.sam.aov that have a need to know such information. If a subcontractor is not registered in SAM and has a need to possess SBU Building information, the subcontractor shall provide to the contractor its DUNS number or its tax ID number and a copy of its business license. 2. BY NON -ELECTRONIC FORM OR ON PORTABLE ELECTRONIC DATA STORAGE DEVICES. Portable electronic data storage devices include but are not limited to CDs, DVDs, and USB drives. Non -electronic forms of SBU Building information include paper documents. a. By mail. Utilize only methods of shipping that provide services for monitoring receipt such as track and confirm, proof of delivery, signature confirmation, or return receipt. b. In person. Contractors must provide SBU Building information only to authorized representatives of state, Federal, and local government entities and firms currently registered as "active" in the SAM database that have a need to know such information. 3. RECORD KEEPING. Contractors must maintain a list of the state, Federal, and local government entities and the firms to which SBU is disseminated under sections C1 and C2 of this paragraph. This list must include at a minimum The name of the stale, Federal, or local government entity or firm to which SBU has been disseminated; b. The name of the individual at the entity or firm who is responsible for protecting the SBU Building information, with access strictly controlled and limited to those individuals having a need to know such information; Contact information for the named individual; and A description of the SBU Building information provided. Once work is completed, or for leased Space with the submission of the as built drawings, the contractor must collect all lists maintained in accordance with this paragraph, including those maintained by any subcontractors and suppliers, and submit them to the LCO. D. RETAINING SBU DOCUMENTS. SBU Building information (both electronic and paper formals) must be protected, with access strictly controlled and limited to those individuals having a need to know such information. E. DESTROYING SBU BUILDING INFORMATION. SBU Building information must be destroyed such that the marked information is rendered unreadable and incapable of being restored, or returned to the LCO, when no longer needed, in accordance with guidelines provided for media sanitization available at hfp:llcsrc.nist.gov/publications/PubsTC.html#Forensics. At the Web site, locate SP 800-88, Guidelines for Media Sanitization, available at HTTP://CSRC.NIST.GOV/PUBLICATIONS/NISTPUBS/800-88/NISTSP800-88_REVI.PDF.and click on the file name NISTSP800- 88 REV1.pdf. From there, you can choose to 'Save' or "Download" the file. If SBU Building information is not returned to the LCO, examples of acceptable destruction methods for SBU Building information are burning or shredding hardcopy; physically destroying portable electronic storage devices such as CDs, DVDs, and USB drives; deleting and removing files from electronic recycling bins; and removing material from computer hard drives using a permanent -erase utility such as bit -wiping software or disk crushers. F. NOTICE OF DISPOSAL. The contractor must notify the LCO that all SBU Building information has been destroyed, or returned to the LCO, by the contractor and its subcontractors or suppliers in accordance with section (e) of this paragraph, with the exception of the contractor's record copy. This notice must be submitted to the LCO at the completion of the contract in order to receive final payment. For Leases, this notice must be submitted to the LCO at the completion of the Lease term. G. INCIDENTS. All improper disclosures of SBU Building information must be reported immediately to the LCO. If the contract provides for progress payments, the LCO may withhold approval of progress payments until the contractor provides a corrective action plan explaining how the LEASE NO. GS-IOP-LAK07482, PAGE 26 LESSOR: GOVERNMENT: GSA FORM L202 (05/15) contractor will prevent future improper disclosures of SBU Building information. Progress payments may also be withheld for failure to comply with any provision in this paragraph until the contractor provides a corrective action plan explaining how the contractor will rectify any noncompliance and comply with the paragraph in the future. H. SUBCONTRACTS. The Contractor must insert the substance of this paragraph in all subcontracts. 6.20 INDOOR AIR QUALITY (SEP 2013) A. The Lessor shall control contaminants at the source and/or operate the Space in such a manner that the GSA indicator levels for carbon monoxide (CO), carbon dioxide (CO2), and formaldehyde (HCHO) are not exceeded. The indicator levels for office areas shall be: CO 9 ppm time weighted average (TWA 8 hour sample); CO2 1,000 ppm (TWA); HCHO 0.1 ppm (TWA). B. The Lessor shall make a reasonable attempt to apply insecticides, paints, glues, adhesives, and HVAC system cleaning compounds with highly volatile or irritating organic compounds, outside of working hours. Except in an emergency, the Lessor shall provide at least 72 hours advance notice to the Government before applying noxious chemicals in occupied Spaces and shall adequately ventilate those Spaces during and after application. C. The Lessor shall promptly investigate indoor air quality (IAQ) complaints and shall implement the necessary controls to address the complaint. D. The Government reserves the right to conduct independent IAQ assessments and detailed studies in Space that it occupies, as well as in space serving the Space (e.g., common use areas, mechanical rooms, HVAC systems, etc.). The Lessor shall assist the Government in its assessments and detailed studies by: 1. Making available information on Building operations and Lessor activities; 2. Providing access to Space for assessment and testing, if required; and 3. Implementing corrective measures required by the LCO. E. The Lessor shall provide to the Government material safety data sheets (MSDS) upon request for the following products prior to their use during the term of the Lease: adhesives, caulking, sealants, insulating materials, fireproofing or firestopping materials, paints, carpets, floor and wall patching or leveling materials, lubricants, Gear finish for wood surfaces, janitorial cleaning products, pesticides, rodenticides, and herbicides. The Government reserves the right to review such products used by the Lessor within: 1. The Space; 2. Common Building areas; 3. Ventilation systems and zones serving the Space; and 4. The area above suspended ceilings and engineering space in the same ventilation zone as the Space. F. Where hazardous gasses or chemicals (any products with data in the Health and Safety section of the MSDS sheets) may be present or used, including large-scale copying and printing rooms, segregate areas with deck4o-deck partitions with separate outside exhausting at a rate of at least 0.5 cubic feet per minute per SF, no air recirculation. The mechanical system must operate at a negative pressure compared with the surrounding spaces of at least an average of 5 Pa (pascal) (0.02 inches of water gauge) and with a minimum of 1 Pa (0.004 inches of water gauge) when the doors to the rooms are closed. 6.21 RADON IN AIR (SUCCEEDING) (SEP 2013) A. The radon concentration in the air of the Space shall be less than 4 picoCuries per liter (pCilL) for childcare and 25 pCi/L for all other space, herein called "GSA action levels! B. INITIAL TESTING: 1. The Lessor shall: a. Test for radon that portion of Space which is in ground contact or closest to the ground up to and including the second floor above grade (Space on the third or higher floor above grade need not be measured);. b. Report the results to the LCO upon award; and c. Promptly carry out a corrective action program for any radon concentration which equals or exceeds the GSA action levels. 2. Testing sequence. The Lessor shall measure radon by the standard test in sub -paragraph 13.1, completing the test not later than 150 days after award, unless the LCO decides that there is not enough time to complete the test prior to Lease Term Commencement Date, in which case the Lessor shall perform the short test in subparagraph D.2. C. CORRECTIVE ACTION PROGRAM: Program Initiation and Procedures. a. If either the Government or the Lessor detects a radon concentration at or above the GSA action levels at any time after award or during the term of the Lease, the Lessor shall promptly carry out a corrective action program which reduces the concentration to below the GSA action levels. b. If either the Government or the Lessor detects a radon concentration at or above the GSA action levels at any time after Government occupancy, the Lessor shall promptly restrict the use of the affected area and shall provide comparable temporary space for the tenants, as agreed to by the Government, until the Lessor carries out a prompt corrective action program which reduces the concentration to below the GSA action levels and certifies the Space for re -occupancy. LEASE NO. GS-10P-LAK07482, PAGE 27 LESSOR:WW— GOVERNMENT: GSA FORM L202 (05115) c. The Lessor shall provide the Government with prior written notice of any proposed corrective action or tenant relocation. The Lessor shall promptly revise the corrective action program upon any change in Building condition or operation which would affect the program or increase the radon concentration to or above the GSA action levels. d. The Lessor shall perform the standard lest in sub -paragraph DA to assess the effectiveness of a corrective action program. The Lessor may also perform the short test in sub -paragraph D.2 to determine whether the Space may be occupied but shall begin the standard test concurrently with the short test. e. All measures to accommodate delay of occupancy, corrective action, tenant relocation, tenant re -occupancy, or follow-up measurement, shall be provided by the Lessor at no additional cost to the Government. L If the Lessor fails to exercise due diligence, or is otherwise unable to reduce the radon concentration promptly to below the GSA action levels, the Government may implement a corrective action program and deduct its costs from the rent. D. TESTING PROCEDURES: 1. Standard Test. Place alpha track detectors throughout the required area for 91 or more days so that each covers no more than 2,000 ABOA SF. Use only devices listed in the EPA Radon Measurement Proficiency Program (RMP) application device checklists. Use a laboratory rated proficient in the EPA RMP to analyze the devices. Submit the results and supporting data (sample location, device type, duration, radon measurements, laboratory proficiency certification number, and the signature of a responsible laboratory official) within 30 days after the measurement. 2. Short Test. Place alpha track detectors for at least 14 days, or charcoal canisters for 2 days to 3 days, throughout the required area so that each covers no more than 2,000 ABOA SF, starting not later than 7 days after award. Use only devices listed in the EPA RMP application device checklists, Use a laboratory rated proficient in the EPA RMP to analyze the devices. Submit the results and supporting data within 30 days after the measurement. In addition, complete the standard test not later than 150 days after Government occupancy. 6.22 HAZARDOUS MATERIALS (SEP 2013) A. The leased Space shall be free of hazardous materials, hazardous substances, and hazardous wastes, as defined by and according to applicable Federal, state, and local environmental regulations. Should there be reason to suspect otherwise, the Government reserves the right, at Lessor's expense, to require documentation or testing to confirm that the Space is free of all hazardous materials. B. Lessor shall, to the extent of its knowledge, notify Government of the introduction of any hazardous materials onto the Property by Lessor or others, including but not limited to, co -tenants occupying Space in the Building. 6.23 MOLD (SEP 2013) A. Actionable mold is mold of types and concentrations in excess of that found in the local outdoor air. B. The Lessor shall provide Space to the Government that is free from actionable mold and free from any conditions that reasonably can be anticipated to permit the growth of actionable mold or are indicative of the possibility that actionable mold will be present (indicators). C. At such times as the Government may direct, including but not limited to., after a flood, water damage not caused by the Govemment, or repairs caused by the Lessor, the Lessor, at its sole cost, expense and risk shall: (i) cause an industrial hygienist certified by the American Board of Industrial Hygienists or a qualified consultant (the Inspector) who, in either instance, is reasonably acceptable to the Government, to Inspect and evaluate the Space for the presence of actionable mold or mold indicators; and (ii) cause the Inspector to deliver the results of its inspection and evaluation (the Report) to the Government within 30 days after it conducts same and, in all events, at the same time that it delivers the Report to Lessor. With the delivery of the Report to the Government, the Inspector shall notify the Government, in writing via cover letter to the report, if the Inspector discovers or suspects the existence of actionable mold or indicators in the leased Space. D. The presence of actionable mold in the Premises may be treated as a Casualty, as determined by the Government, in accordance with the Fire and Other Casualty clause contained in the General Clauses of this Lease. In addition to the provisions of the Fire and Other Casualty clause of this Lease, should a portion of the Premises be determined by the Government to be un -tenantable due to an act of negligence by the Lessor or his agents, the Lessor shall provide reasonably acceptable alternative Space at the Lessor's expense, including the cost of moving, and any required alterations. E. If the Report indicates that actionable mold or indicators are present in the leased Space, the Lessor, at its sole cost, expense, and risk, shall within 30 days after its receipt of the Report: 1) retain an experienced mold remediation contractor reasonably acceptable to the Government to prepare and submit to the Government and Lessor a remediation plan (the Plan) and within 90 days after the Government's approval of the Plan, remediate the actionable mold or the indicators in the leased Space, but prior 10 commencing such remediation, Lessor shall send the Government a notice stating: (i) the date on which the actionable mold remediation shall start and how long it is projected to continue; (ii) which portion of the leased Space shall be subject to the remediation; and (iii) the remediation procedures and standards to be used to implement the Plan and the clearance criteria to be employed at the conclusion of the remedialion; and 2) notify, in accordance with any applicable Federal, state, and local health and safety requirements, the Government employees as well as all other occupants of and visitors to the leased Space of the nature, location and schedule for the planned remediation and reasons therefore. F. The Lessor shall be responsible for conducting the remediation in accordance with the relevant provisions of the document entitled "Mold Remedlation in Schools and Commercial Buildings" (EPA 402-K-01-001, March 2001), published by the U.S. Environmental Protection Agency, as same may be amended or revised from time to time, and any other applicable Federal, state, or local laws, regulatory standards and guidelines. G. The Lessor acknowledges and agrees that the Government shall have a reasonable opportunity to Inspect the leased Space after conclusion of the remediation. If the results of the Govemmenfs inspection indicate that the remediation does not comply with the Plan or any other applicable Federal, state, or local laws, regulatory standards or guidelines, the Lessor, at its sole cost, expense, and risk, shall immediately take all further actions necessary to bring the remediation into compliance. LEASE NO. GS-10P-LAK07482, PAGE 28 LESSOR' GOVERNMENT: 4�� GSA FORM L202 (05115) H. If the Lessor ilaills, to exercise due diligence, of is otherwise unable to remediate the actionable mold, the Government may implement a corrective action program and deduct Its costs from the rent. 6.24 OCCUPANT EMERGENCY PLANS {SEP 2013) The Lessor is required to cooperate, participate and comply with the development and implementation of the Government's Occupant Emergency Plan (OEP) and if necessary, a supplemental Shelter -in Place (SIP) Plan. Periodically, the Government may request that the Lessor assist in reviewing and revising its OEP and SIP. The Plan, among other things, must include an annual emergency evacuation drill, emergency notification procedures for the Lessor's Building engineer or manager, Building security, local emergency personnel„ and Government agency personnel. LEASE NO. GS-10P-LAK07482, PAGE 29 LESSOR:WAGOVERNMENT: GSA FORM L202 (05115) SECTION 7 ADDITIONAL TERMS AND CONDITIONS 7.01 SECURITY STANDARDS (JUN 2012) The Lessor agrees to the requirements of Security Level 1 attached to this Lease. 8.01 SPECIAL REQUIREMENTS Replacement and Renewal and Capital Improvement Projects are defined as below and will be discussed after the GSA Form 1217 has been submitted Replacement and Renewal: An exchange of one fixed asset for another that has the same capacity to perforin the same function. In contrast to repair, replacement and renewal generally involves a complete identifiable item of reinvestment (system component or individual components, for example motors, shafts, or switches). All replacement and renewal projects over $5,000 will be funded through the Replacement and Renewal Reserve (see Exhibit E=j,. Capital Improvement Pmiects: Work performed to change the interior arrangements or other physical characteristics of an existing facility or fixed equipment so that it can be used more effectively for its current designated purpose or adapted to a new use. Capital Improvement Projects also would include any new structures built to support the current purpose or new use of the main facility (for example: a Sea Water Chiller, a Hazmat Building, or a warehouse/storage building), Capital Improvement Projects will not be funded through the Replacement and Renewal Reserve but will be funded by negotiated agreement. In the event a Replacement and Renewal and Capital Improvement project overlap,; the parties will negotiate and execute an appropriate Lease Amendment 8.02 Existing Building Acceptance The space is being accepted as constructed; any alterations will be done by a separate Lease Amendment. 8.03 Release of Claims for existing lease GS -1 OB -06090 Upon signature of this lease, the Lessor and Lessee shall be deemed to have released each other of and from any and all claims, demands for relief, remedies or equitable adjustments„ known or unknown„ ansing under Lease No.. GS -10B-06090, LEASE NO. GS-10P-LAK07482, PAGE 30 LESSOR: GOVERNMENT: GSA FORM L202 (05115) I 0 I I MI. I at Exhibit A - Space Allocations KFRC: Net Rentable Square Footage . . ................. PROPOSED OCCEIPANCY Space Occupancy TotaProposed 6 Common (@75.3%) 12819 9648 KIB 0 NOAA 15684' 15684 Other Tenant, `W ///297Q xgs Other 6053 Mdg Gross - Not Countcd Grand Total 39710 25332 PROPOSED OttUi*"CY Space Occupancy F RSF KIB 3528 NOAA 15684 25332 Other Tenant �II'/)Ii/, 4797 Grand Total 20838 33657 Lessor Gov't New 7b occupancy oaseo on inclusion of KIB-Public 75.3%1 1 Common Area Factor 1.615174201 % occupancy 0.752663403 1 o� 3 12/9/2015 Exhibit A - Space Allocations 2 2:1$ 619 K18 Storage Janitorcloset Common Common 11�/ // / /, / � min u NOAA conA // 2 222 125 Common Bathroom Bathroom Level 2 Common Common ME 349, 2 241 2 242 2 243 2 244 231 Common 206 Common ill KIS 169 Common Conference Conference room Admin Mail room Maintenance Telecoms Bathroom Bathroom Level 2 Common Common Yru „ram lr, Common Common ........ . ..... IN Common Common Common Common Common Common Common Common 2 Level 2 NA 854 Hallway/Stair/Entry space Hallway West wing level 2 Common Common 2 Level 2 NA 1552 Hallway/Stair/Entry space Hallway East wEng level 2 Common Common 2 Level 2 NA 956 Public display (hallway) Public display Public display Level 2 Common Common 2 Level 2 NA 119 Hallway/Stair/En" space Hallway Entryway Common Common Www 2o[3 ALk� 12/9/2015 Lessor Gov't GSA Space Proposed Room' Level Room # Area JW) Current Room Occupancy Room Room Use Classification OcajpancV,,,;, 2" 201 506 Common Conference Conference room Common Common 21 202 70 Common Storage Cool room Storage Common Common 2 203 70 Common Storage Conf room Storage Common Common IN�. � � ,, // ., . ;, . ,,, r n // � � /// 2 206 231 Common Conference Conference room Common Common 11 208 130 NOAA Storage Storage Common Common 2 209 406 Common Kitchen Kitchen Common Common 2 2:1$ 619 K18 Storage Janitorcloset Common Common 11�/ // / /, / � min u NOAA conA // 2 222 125 Common Bathroom Bathroom Level 2 Common Common ME 349, 2 241 2 242 2 243 2 244 231 Common 206 Common ill KIS 169 Common Conference Conference room Admin Mail room Maintenance Telecoms Bathroom Bathroom Level 2 Common Common Yru „ram lr, Common Common ........ . ..... IN Common Common Common Common Common Common Common Common 2 Level 2 NA 854 Hallway/Stair/Entry space Hallway West wing level 2 Common Common 2 Level 2 NA 1552 Hallway/Stair/Entry space Hallway East wEng level 2 Common Common 2 Level 2 NA 956 Public display (hallway) Public display Public display Level 2 Common Common 2 Level 2 NA 119 Hallway/Stair/En" space Hallway Entryway Common Common Www 2o[3 ALk� 12/9/2015 Lessor Gov't Exhibit A - Space Allocations Levoll Doom K Area Ift`j Current Room Occupancy Room Type Room Use 1 106 132 NOAA Storage Freezer Common Common 1 107 689 Common Common use Loading dock Common Common 1 108 60 NOAA Storage Loading dock storage room Common Common N0 /%iii � ��,�%�a ,,.r /., �,,,,,//w /u,ra,rrr, ,✓,,,...,,,, /✓/ / r rr,,, � o,;r�,N«,✓,r�r,,,r ...:�,.w ,/,�/,,,,r r ,,,. .,i,,,,,/,r,/�i,, /fir//rri�iln� <n„,,� //rf, /�� r�. 1 110 489 Common Maintenance Maintenance shop Common Common 1 111 0 Common Maintenance Maintenance shop Common Common 1 112 as Common office Maintenance office Common Common .r ,,,,,,,,,,,,,! ,r:: ,. /✓/l/ / .. ilii, /�)/%/ .,, ,,,,,,,,,,,,,, , ) ,)rJ7yJ'Y ✓., ., .. / /J, iii%%/, -. ✓i / :. ,,,,,, .,.% O % ./ ,/ :” ,,%/✓�i r<.:,,,,,/� �/ �//„„ I;,,,,,�/ /��„/�„�///, %,,,,, ir / ,.,,,.///,/,�////�//�/✓-,,,�,,,,/�/ 1 115 „�„///,,,///�„�„�„�;;�,�i.,,,:;:u „/,,,;,,,�,r��i,,,,,1,,,�„/��,,,��r/�,,,,ua✓�✓�44!�!c,/qui/l„ 1430 KID Maintenance HVAC Common Common r r... I. I ,,,»l. ,.... rrl rrrAr,;; r r rrrryyye.... nrr;;,. al/ ,..... r�rry�A�/rr„ ,ru,,,»,r .�.r ,� :"•" r„„y .,, „e, I ,,,, . /i sir^ y✓ • r /�r I � uryYrrrry„ � » ,✓r /ii 1iy,,. r % r r // rJ r /lir/ /� // � % /// rrr r /�✓/J' , , .... „ rr .,/ii/ r, 1 117 272 KID Maintenance Main Telecommunications Common Common 1 Iia 299 KID Maintenance Electrical Common Common 1 119 165 NOAA Laundry Laundry Common Common 1 120 329 Common Common Use Bathroom Level I Common Common 1 121 320 Common Common Use Bathroom Level I Common Common r...,;,,//r/Ill„ ,l ,,/ //Ill , 1 „'/, °J/l' .; „'. //rrr ..I ,,,,, 2 ,.:. r li/ f r.a� , ,✓Hy Hi t4N n>rY'am, ,o, rv..:JH n .v i, ,nLn,1r"y na rr;; -;n;;5.. 1 ,r��a //,/, .�;,�Y✓c✓l� .,T,w„,,. �.� m ,,.r///i „� / ,�e;�, D�„�a,e� � ,,,,.,m:,fl, r,,,,� n,,A�Aro.,a / ,��i,, ./i„��//iH,//„,�.,,uu :,. ;,��i,/✓P,w� 1 123 428 KID Maintenance Generator Common Common 1 1.33 97 K0 Telecom Telecom Common Common N / �: ��/ ,,/��/,,,,v�rirr////..,/..,i/�///,,,,M,/ �,,,,,,,� ,o,/�^;..,arrrrr„/�/vr / ,,,,,��, �.«�/��i/;F ,,,,;, n,.� .�tii/,�. e.� i�i;....�✓�L�.//; ,. .�/c.///,/,/, a. ,.., �/��, ,1i///�e��//i//r✓ 1 135 42 KID Maintenance Electrical Common Common NA NA NA NA NA NA NA NA ILevel INA 792 Hallway/Stair/Entryspace Hallway 1 Level I NA 1010 Hallway/Stair/Entry space Hallway I Level 1 NA 480 Hallway/Stair/Entry space Stairwells Penthouse 1 760 KID Maintenance Penthouse 2 605 KIB Maintenance Penthouse 3 805 KIB Maintenance Ozone level 695 KID Seawater system Boller room level 695 KIB Maintenance Water storage tanks 695 KID Seawater system Sand Filters 695 KID Seawater system Pump House 143 KID Seawatersystem 39710 West wing level I Common East wing level 1 Common Stairwells: Not Counted Not Counted Not Counted Not Counted Not Counted Not Counted Not Counted Not Counted Not Counted �. Lessor Govt Common Common 3 of 1, 12/9/2015 Exhibit B CATEGORY GENERAL CLAUSES (Acquisition of Leasehold Interests in Real Property) CLAUSE NO. 48 CFR REF. CLAUSE TITLE GENERAL 1 SUBLETTING AND ASSIGNMENT 2 552.270-11 SUCCESSORS BOUND 3 552.270-23 SUBORDINATION, NON -DISTURBANCE AND 26 52-223-6 ATTORNMENT 4 552.270-24 STATEMENT OF LEASE 5 552.270-25 SUBSTITUTION OF TENANT AGENCY 6 552.270-26 NO WAIVER 7 52-215-10 INTEGRATED AGREEMENT 8 552.270-28 MUTUALITY OF OBLIGATION PERFORMANCE PAYMENT 9 10 11 12 13 14 15 16 17 18 19 20 21 22 STANDARDS OF CONDUCT 23 ADJUSTMENTS AUDITS DELIVERY AND CONDITION DEFAULT BY LESSOR 552.270-19 PROGRESSIVE OCCUPANCY MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT FIRE AND CASUALTY DAMAGE COMPLIANCE WITH APPLICABLE LAW 552.270-12 ALTERATIONS ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY 52.204-7 SYSTEM FOR AWARD MANAGEMENT 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE 552.270-31 PROMPT PAYMENT 552.232-23 ASSIGNMENT OF CLAIMS 552.270-20 PAYMENT 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER— SYSTEM FOR AWARD MANAGEMENT 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND r%l LESSOR 4 • Av:Q GSA FORM 3517B PAGE 1 (REV 04115) CONDUCT 24 552.270-32 COVENANT AGAINST CONTINGENT FEES 25 52-203-7 ANTI -KICKBACK PROCEDURES 26 52-223-6 DRUG-FREE WORKPLACE 27 52.203-14 DISPLAY OF HOTLINE POSTER(S) 28 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY 29 52-215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA 30 552.270-13 PROPOSALS FOR ADJUSTMENT 31 CHANGES 32 552.215-70 EXAMINATION OF RECORDS BY GSA 33 52.215-2 AUDIT AND RECORDS—NEGOTIATION r%l LESSOR 4 • Av:Q GSA FORM 3517B PAGE 1 (REV 04115) Exhibit B DISPUTES 34 52.233-1 DISPUTES LABOR STANDARDS 35 52.222-26 EQUAL OPPORTUNITY 36 52.222-21 PROHIBITION OF SEGREGATED FACILITIES 37 52.219-28 POST -AWARD SMALL BUSINESS PROGRAM REREPRESENTATION 38 52.222-35 EQUAL OPPORTUNITY FOR VETERANS 39 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES 40 52.222-37 EMPLOYMENT REPORTS VETERANS SUBCONTRACTING 41 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT 42 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA 43 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS 44 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN 45 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN 45 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS The information collection requirements contained in this solicitation/contract that are not required by regulation have been approved by the Office of Management and Budget (OMB) pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163. 'l1►/!!/ . - *T GSA FORM 3517B PAGE 2 (REV 04115) Exhibit B GENERALCLAUSES (Acquisition of Leasehold Interests in Real Property) 1. SUBLETTING AND ASSIGNMENT (JAN 2011) The Government may sublet any part of the premises but shall not be relieved from any obligations under this lease by reason of any such subletting. The Government may at any time assign this lease, and be relieved from all obligations to Lessor under this lease excepting only unpaid rent and other liabilities, if any, that have accrued to the date of said assignment. Any subletting or assignment shall be subject to prior written consent of Lessor, which shall not be unreasonably withheld. 2. 552.270-11 SUCCESSORS BOUND (SEP 1999) This lease shall bind, and inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, and assigns. 3. 552.270-23 SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT (SEP 1999) (a) Lessor warrants that it holds such title to or other interest in the premises and other property as is necessary to the Government's access to the premises and full use and enjoyment thereof in accordance with the provisions of this lease. Government agrees, in consideration of the warranties and conditions set forth in this clause, that this lease is subject and subordinate to any and all recorded mortgages, deeds of trust and other liens now or hereafter existing or imposed upon the premises, and to any renewal, modification or extension thereof. It is the intention of the parties that this provision shall be self -operative and that no further instrument shall be required to effect the present or subsequent subordination of this lease. Government agrees, however, within twenty (20) business days next following the Contracting Officer's receipt of a written demand, to execute such instruments as Lessor may reasonably request to evidence further the subordination of this lease to any existing or future mortgage, deed of trust or other security interest pertaining to the premises, and to any water, sewer or access easement necessary or desirable to serve the premises or adjoining property owned in whole or in part by Lessor if such easement does not interfere with the full enjoyment of any right granted the Government under this lease. (b) No such subordination, to either existing or future mortgages, deeds of trust or other lien or security instrument shall operate to affect adversely any right of the Government under this lease so long as the Government is not in default under this lease. Lessor will include in any future mortgage, deed of trust or other security instrument to which this lease becomes subordinate, or in a separate non -disturbance agreement, a provision to the foregoing effect. Lessor warrants that the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other security instruments have consented to the provisions of this clause, and agrees to provide true copies of all such consents to the Contracting Officer promptly upon demand. (c) In the event of any sale of the premises or any portion thereof by foreclosure of the lien of any such mortgage, deed of trust or other security instrument, or the giving of a deed in lieu of foreclosure, the Government will be deemed to have attorned to any purchaser, purchasers, transferee or transferees of the premises or any portion thereof and its or their successors and assigns, and any such purchasers and transferees will be deemed to have assumed all obligations of the Lessor under this lease, so as to establish direct privity of estate and contract between Government and such purchasers or transferees, with the same force, effect and relative priority in time and right as if the lease had initially been entered into between such purchasers or transferees and the Government; provided, further, that the Contracting Officer and such purchasers or transferees shall, with reasonable promptness following any such sale or deed delivery in lieu of foreclosure, execute all such revisions to this lease, or other writings, as shall be necessary to document the foregoing relationship. (d) None of the foregoing provisions may be deemed or construed to imply a waiver of the Government's rights as a sovereign. i ITIAL& SS G T GSA FORM 3517B PAGE 3 (REV 04115) Exhibit B 4. 552.270-24 STATEMENT OF LEASE (SEP 1999) (a) The Contracting Officer will, within thirty (30) days next following the Contracting Officer's receipt of a joint written request from Lessor and a prospective lender or purchaser of the building, execute and deliver to Lessor a letter stating that the same is issued subject to the conditions stated in this clause and, if such is the case, that (1) the lease is in full force and effect; (2) the date to which the rent and other charges have been paid in advance, if any; and (3) whether any notice of default has been issued. (b) Letters issued pursuant to this clause are subject to the following conditions: (1) That they are based solely upon a reasonably diligent review of the Contracting Officer's lease file as of the date of issuance; (2) That the Government shall not be held liable because of any defect in or condition of the premises or building; (3) That the Contracting Officer does not warrant or represent that the premises or building comply with applicable Federal, State and local law; and (4) That the Lessor, and each prospective lender and purchaser are deemed to have constructive notice of such facts as would be ascertainable by reasonable pre -purchase and pre -commitment inspection of the Premises and Building and by inquiry to appropriate Federal, State and local Government officials. 5. 552.270-25 SUBSTITUTION OF TENANT AGENCY (SEP 1999) The Government may, at any time and from time to time, substitute any Government agency or agencies for the Government agency or agencies, if any, named in the lease. 6. 552.270-26 NO WAIVER (SEP 1999) No failure by either party to insist upon the strict performance of any provision of this lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent or other performance by either party during the continuance of any such breach shall constitute a waiver of any such breach of such provision. 7. INTEGRATED AGREEMENT (JUN 2012) This Lease, upon execution, contains the entire agreement of the parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions of the Lease. Except as expressly attached to and made a part of the Lease, neither the Request for Lease Proposals nor any pre -award communications by either party shall be incorporated in the Lease. 8. 552.270-28 MUTUALITY OF OBLIGATION (SEP 1999) The obligations and covenants of the Lessor, and the Government's obligation to pay rent and other Government obligations and covenants, arising under or related to this Lease, are interdependent. The Government may, upon issuance of and delivery to Lessor of a final decision asserting a claim against Lessor, set off such claim, in whole or in part, as against any payment or payments then or thereafter due the Lessor under this lease. No setoff pursuant to this clause shall constitute a breach by the Government of this lease. 9. DELIVERY AND CONDITION (JAN 2011) (a) Unless the Government elects to have the space occupied in increments, the space must be delivered ready for occupancy as a complete unit. INITIALS: '19996'k V GSA FORM 35178 PAGE 4 (REV 04/15) Exhibit B (b) The Government may elect to accept the Space notwithstanding the Lessor's failure to deliver the Space substantially complete; if the Government so elects, it may reduce the rent payments. 10. DEFAULT BY LESSOR (APR 2012) (a) The following conditions shall constitute default by the Lessor, and shall give rise to the following rights and remedies for the Government: (1) Prior to Acceptance of the Premises. Failure by the Lessor to diligently perform all obligations required for Acceptance of the Space within the times specified, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may terminate the Lease on account of the Lessor's default. (2) After Acceptance of the Premises. Failure by the Lessor to perform any service, to provide any item, or satisfy any requirement of this Lease, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may perform the service, provide the item, or obtain satisfaction of the requirement by its own employees or contractors. If the Government elects to take such action, the Government may deduct from rental payments its costs incurred in connection with taking the action. Alternatively, the Government may reduce the rent by an amount reasonably calculated to approximate the cost or value of the service not performed, item not provided, or requirement not satisfied, such reduction effective as of the date of the commencement of the default condition. (3) Grounds for Termination. The Government may terminate the Lease if: (i) The Lessor's default persists notwithstanding provision of notice and reasonable opportunity to cure by the Government, or (ii) The Lessor fails to take such actions as are necessary to prevent the recurrence of default conditions, and such conditions (i) or (ii) substantially impair the safe and healthful occupancy of the Premises, or render the Space unusable for its intended purposes. (4) Excuse. Failure by the Lessor to timely deliver the Space or perform any service, provide any item, or satisfy any requirement of this Lease shall not be excused if its failure in performance arises from: (i) Circumstances within the Lessor's control; (ii) Circumstances about which the Lessor had actual or constructive knowledge prior to the Lease Award Date that could reasonably be expected to affect the Lessor's capability to perform, regardless of the Government's knowledge of such matters; (iii) The condition of the Property; (iv) The acts or omissions of the Lessor, its employees, agents or contractors; or (v) The Lessor's inability to obtain sufficient financial resources to perform its obligations. (5) The rights and remedies specified in this clause are in addition to any and all remedies to which the Government may be entitled as a matter of law. INITIALS: ASW - GO ERNMEN GSA FORM 35178 PAGE 5 (REV 04815) Exhibit B 11. 552.270-19 PROGRESSIVE OCCUPANCY (SEP 1999) The Government shall have the right to elect to occupy the space in partial increments prior to the substantial completion of the entire leased premises, and the Lessor agrees to schedule its work so as to deliver the space incrementally as elected by the Government. The Government shall pay rent commencing with the first business day following substantial completion of the entire leased premise unless the Government has elected to occupy the leased premises incrementally. In case of incremental occupancy, the Government shall pay rent pro rata upon the first business day following substantial completion of each incremental unit. Rental payments shall become due on the first workday of the month following the month in which an increment of space is substantially complete, except that should an increment of space be substantially completed after the fifteenth day of the month, the payment due date will be the first workday of the second month following the month in which it was substantially complete. The commencement date of the firm lease term will be a composite determined from all rent commencement dates. 12. MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (APR 2015) The Lessor shall maintain the Property, including the building, building systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition so that they are suitable in appearance and capable of supplying such heat, air conditioning, light, ventilation, safety systems, access and other things to the premises, without reasonably preventable or recurring disruption, as is required for the Government's access to, occupancy, possession, use and enjoyment of the premises as provided in this lease. For the purpose of so maintaining the premises, the Lessor may at reasonable times enter the premises with the approval of the authorized Government representative in charge. Upon request of the Lease Contracting Officer (LCO), the Lessor shall provide written documentation that building systems have been properly maintained, tested, and are operational within manufacturer's warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards and all other requirements of this Lease, including standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc. The Government shall have the right, at any time after the Lease Award Date and during the term of the Lease, to inspect all areas of the Property to which access is necessary for the purpose of determining the Lessor's compliance with this clause. 13. FIRE AND CASUALTY DAMAGE (MAR 2013) If the building in which the Premises are located is totally destroyed or damaged by fire or other casualty, this Lease shall immediately terminate. If the building in which the Premises are located are only partially destroyed or damaged, so as to render the Premises untenantable, or not usable for their intended purpose, the Lessor shall have the option to elect to repair and restore the Premises or terminate the Lease. The Lessor shall be permitted a reasonable amount of time, not to exceed 270 days from the event of destruction or damage, to repair or restore the Premises, provided that the Lessor submits to the Government a reasonable schedule for repair of the Premises within 60 days of the event of destruction or damage. If the Lessor fails to timely submit a reasonable schedule for completing the work, the Government may elect to terminate the Lease effective as of the date of the event of destruction or damage. If the Lessor elects to repair or restore the Premises, but fails to repair or restore the Premises within 270 days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage. During the time that the Premises are unoccupied, rent shall be abated. Termination of the Lease by either party under this clause shall not give rise to liability for either party. This clause shall not apply if the event of destruction or damage is caused by the Lessor's negligence or willful misconduct. 14. COMPLIANCE WITH APPLICABLE LAW (JAN 2011) Lessor shall comply with all Federal, state and local laws applicable to its ownership and leasing of the Property, including, without limitation, laws applicable to the construction, ownership, alteration or operation of all buildings, structures, and facilities located thereon, and obtain all necessary permits, licenses and similar items at its own expense. The Government will comply with all Federal, State and local laws applicable to and enforceable against INITIALS: & LESSOR GOVERNIOVIENT GSA FORM 35178 PAGE 6 (REV 04115) Exhibit B it as a tenant under this lease, provided that nothing in this Lease shall be construed as a waiver of the sovereign immunity of the Government. This Lease shall be governed by Federal law. 15. 552.270-12 ALTERATIONS (SEP 1999) The Government shall have the right during the existence of this lease to make alterations, attach fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures, additions or structures so placed in, on, upon, or attached to the said premises shall be and remain the property of the Government and may be removed or otherwise disposed of by the Government. If the lease contemplates that the Government is the sole occupant of the building, for purposes of this clause, the leased premises include the land on which the building is sited and the building itself. Otherwise, the Government shall have the right to tie into or make any physical connection with any structure located on the property as is reasonably necessary for appropriate utilization of the leased space. 16. ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (APR 2015) (a) Ten (10) working days prior to the completion of the Space, the Lessor shall issue written notice to the Government to schedule the inspection of the Space for acceptance. The Government shall accept the Space only if the construction of building shell and Tis conforming to this Lease and the approved DIDs is substantially complete, and a Certificate of Occupancy has been issued as set forth below. (b) The Space shall be considered substantially complete only if the Space may be used for its intended purpose and completion of remaining work will not unreasonably interfere with the Government's enjoyment of the Space. Acceptance shall be final and binding upon the Government with respect to conformance of the completed Tis to the approved DIDs, with the exception of items identified on a punchlist generated as a result of the inspection, concealed conditions, latent defects, or fraud, but shall not relieve the Lessor of any other Lease requirements. (c) The Lessor shall provide a valid Certificate of Occupancy, issued by the local jurisdiction, for the intended use of the Government. If the local jurisdiction does not issue Certificates of Occupancy or if the Certificate of Occupancy is not available, the Lessor may satisfy this condition by providing a report prepared by a licensed fire protection engineer that indicates that the Space and Building are compliant with all applicable local codes and ordinances and all fire protection and life safety-related requirements of this Lease to ensure an acceptable level of safety is provided. Under such circumstances, the Government shall only accept the Space without a Certificate of Occupancy if a licensed fire protection engineer determines that the offered space is compliant with all applicable local codes and ordinances and fire protection and life safety-related requirements of this Lease. 17. 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (a) Definitions. As used in this provision— "Data Universal Numbering System (DUNS) number" means the 9 -digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities. "Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4 -character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4 -character suffix.) This 4 -character suffix may be assigned at the discretion of the business concern to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at Sub , ) for the same concern. "Registered in the System for Award Management (SAM) database" means that INMALS: :,. LESSOR GOVERMENT GSA FORM 3517E PAGE 7 (REV 04115) Exhibit B (1) The offeror has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2806 (see u 1 ) into the SAM database; (2) The offeror has completed the Core, Assertions, and Representations and Certifications, and Points of Contact sections of the registration in the SAM database; (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The offeror will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and (4) The Government has marked the record "Active". (b)(1) By submission of an offer, the offeror acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation. (2) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS +4" followed by the DUNS or DUNS +4 number that identifies the offeror's name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the SAM database. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number— (!) Via the Internet at http:llfedaov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address, City, State, and ZIP Code. (iv) Company Mailing Address, City, State and ZIP Code (if separate from physical). (v) Company Telephone Number. (vi) Date the company was started. (vii) Number of employees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). •*- GOVET Exhibit B (d) If the Offeror does not become registered in the SAM database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. (e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation. (f) Offerors may obtain information on registration at ft s;/ q- isition. ov . 18. 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JUL 2013) (a) Definitions. As used in this clause— "Data Universal Numbering System (DUNS) number" means the 9 -digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities, which is used as the identification number for Federal contractors. "Data Universal Numbering System+4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4 -character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4 -character suffix.) This 4 -character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts (see the FAR at subpart 32.11) for the same concern. "Registered in the System for Award Management (SAM) database" means that— (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, the Contractor and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see gg§20rt 4.14), into the SAM database; (2) The Contractor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database; (3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Contractor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and (4) The Government has marked the record "Active". "System for Award Management (SAM)" means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance -related processes. It includes— (1) Data collected from prospective Federal awardees required for the conduct of business with the Government; (2) Prospective contractor -submitted annual representations and certifications in accordance with FAR Su 14; and ., INITIALS: , & LESSOR GQVERNME GSA FORM 35178 PAGE 9 (REV 04115) Exhibit B (3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits. (b) The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Contractor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document. (c) (1) (i) If a Contractor has legally changed its business name, doing business as name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change -of -name agreements in subpart 42.12, the Contractor shall provide the responsible Contracting Officer a minimum of one business day's written notification of its intention to— (A) Change the name in the SAM database; (B) Comply with the requirements of subpart 42.12 of the FAR; and (C) Agree in writing to the timeline and procedures specified by the responsible Contracting Officer. The Contractor shall provide with the notification sufficient documentation to support the legally changed name. (ii) If the Contractor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change -of -name agreement, the SAM information that shows the Contractor to be other than the Contractor indicated in the contract will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32. 8, Assignment of Claims). Assignees shall be separately registered in the SAM. Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the EFT clause of this contract. (3) The Contractor shall ensure that the DUNS number is maintained with Dun & Bradstreet throughout the life of the contract. The Contractor shall communicate any change to the DUNS number to the Contracting Officer within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the DUNS number does not necessarily require a novation be accomplished. Dun & Bradstreet may be contacted (i) Via the internet at httID:/Ifedgov.dnb.com/webform or if the contractor does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. (d) Contractors may obtain additional information on registration and annual confirmation requirements at p&// ,ac uisition ov. 19. 552.270-31 PROMPT PAYMENT (JUN 2011) INITIALS: LESSOR T GSA FORM 3517B PAGE 10 (REV 04/15) Exhibit B 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) Renta! 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 Milling office fails to annotate the invoice with the actual date of receipt, the invoice payment due date shall be deemed to be the 30th day after the Contractor's invoice is dated, provided a proper invoice is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (b) Invoice and inspection requirements for payments other than rent (1) The Contractor shall prepare and submit an invoice to the designated billing office after completion of the work. A proper invoice shall include the following items: (i) Name and address of the Contractor. (ii) Invoice date. (iii) Lease number. (iv) Government's order number or other authorization. (v) Description, price, and quantity of work or services delivered. (vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the remittance address in the lease or the order). (vii) Name (where practicable), title, phone number, and mailing address of person to be notified in the event of a defective invoice. (2) The Government will inspect and determine the acceptability of the work performed or services delivered within seven days after the receipt of a proper invoice or notification of completion of the work or services unless a different period is specified at the time the order is placed. If actual acceptance occurs later, for the purpose of determining the payment due date and calculation of interest, acceptance will be deemed to occur on the last day of the seven day inspection period. If the work or service is rejected for failure to conform to the technical requirements of the contract, the seven days will be counted beginning with receipt of a new invoice or notification. In either case, the Contractor is not entitled to any payment or interest unless actual acceptance by the Government occurs. INITIALS:.m,0V�1 ............ & LESSOR GOVERNME T GSA FORM 35178 PAGE 11 (REV 04/15) Exhibit B (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 one year. Interest penalties of less than $1.00 need not be paid. (4) Interest penalties are not required on payment delays due to disagreement between the Government and Contractor over the payment amount or other issues involving contract compliance or on amounts temporarily withheld or retained in accordance with the terms of the contract. Claims involving disputes, and any interest that may be payable, will be resolved in accordance with the clause at 52.233-1, Disputes. (d) Overpayments. If the Lessor becomes aware of a duplicate payment or that the Government has otherwise overpaid on a payment, the Contractor shall— (1) Return the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the— (i) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (ii) Affected lease number; (iii) Affected lease line item or sub -line item, if applicable; and (iii) Lessor point of contact. (2) Provide a copy of the remittance and supporting documentation to the Contracting Officer. 20. 552.232-23 ASSIGNMENT OF CLAIMS (SEP 9999) (Applicable to leases over $3,000.) In order to prevent confusion and delay in making payment, the Contractor shall not assign any claim(s) for amounts due or to become due under this contract. However, the Contractor is permitted to assign separately to a bank, trust company, or other financial institution, including any Federal lending agency, under the provisions of the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 15 (hereinafter referred to as "the Act"), all amounts due or to become due under any order amounting to $1,000 or more issued by any Government agency under this contract. Any such assignment takes effect only if and when the assignee files written notice of the assignment together with a true copy of the instrument of assignment with the contracting officer issuing the order and the finance office designated in the order to make payment. Unless otherwise stated in the order, payments to an assignee of any amounts due or to become due under any order assigned may, to the extent specified in the Act, be subject to reduction or set-off. 21. 552.270-20 PAYMENT (MAY 2011) (a) When space is offered and accepted, the amount of American National Standards Institute/Building Owners and Managers Association Office Area (ABOA) square footage delivered will be confirmed by: ITIAL&V&& L59GSA FORM 3517B PAGE 12 (REV 04115) Exhibit B (1) The Government's measurement of plans submitted by the successful Offeror as approved by the Government, and an inspection of the space to verify that the delivered space is in conformance with such plans or (2) A mutual on-site measurement of the space, if the Contracting Officer determines that it is necessary. (b) Payment will not be made for space which is in excess of the amount of ABOA square footage stated in the lease. (c) If it is determined that the amount of ABOA square footage actually delivered is less than the amount agreed to in the lease, the lease will be modified to reflect the amount of ABOA space delivered and the annual rental will be adjusted as follows: ABOA square feet not delivered multiplied by one plus the common area factor (CAF), multiplied by the rate per rentable square foot (RSF). That is: (1+CAF) x Rate per RSF = Reduction in Annual Rent 22. 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—SYSTEM FOR AWARD MANAGEMENT (JUL 2013) (a) Method of payment. (1) All payments by the Government under this contract shall be made by electronic funds transfer (EFT), except as provided in paragraph (a)(2) of this clause. As used in this clause, the term "EFT" refers to the funds transfer and may also include the payment information transfer. (2) In the event the Government is unable to release one or more payments by EFT, the Contractor agrees to either— (i) Accept payment by check or some other mutually agreeable method of payment; or (ii) Request the Government to extend the payment due date until such time as the Government can make payment by EFT (but see paragraph (d) of this clause). (b) Contractor's EFT information. The Government shall make payment to the Contractor using the EFT information contained in the System for Award Management (SAM) database. In the event that the EFT information changes, the Contractor shall be responsible for providing the updated information to the SAM database. (c) Mechanisms for EFT payment. The Government may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR Part 210. (d) Suspension of payment. If the Contractor's EFT information in the SAM database is incorrect, then the Government need not make payment to the Contractor under this contract until correct EFT information is entered into the SAM database; and any invoice or contract financing request shall be deemed not to be a proper invoice for the purpose of prompt payment under this contract. The prompt payment terms of the contract regarding notice of an improper invoice and delays in accrual of interest penalties apply. (e) Liability for uncompleted or erroneous transfers. (1) If an uncompleted or erroneous transfer occurs because the Government used the Contractor's EFT information incorrectly, the Government remains responsible for— (i) Making a correct payment; INITIALS: & LESSOR GOVER MET GSA FORM 3517B PAGE 13 (REV 04115) Exhibit B (ii) Paying any prompt payment penalty due; and (iii) Recovering any erroneously directed funds. (2) If an uncompleted or erroneous transfer occurs because the Contractor's EFT information was incorrect, or was revised within 30 days of Government release of the EFT payment transaction instruction to the Federal Reserve System, and— (i) If the funds are no longer under the control of the payment office, the Government is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or (ii) If the funds remain under the control of the payment office, the Government shall not make payment, and the provisions of paragraph (d) of this clause shall apply. (f) EFT and prompt payment. A payment shall be deemed to have been made in a timely manner in accordance with the prompt payment terms of this contract if, in the EFT payment transaction instruction released to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal Reserve System. (g) EFT and assignment of claims. if the Contractor assigns the proceeds of this contract as provided for in the assignment of claims terms of this contract, the Contractor shall require as a condition of any such assignment, that the assignee shall register separately in the SAM database and shall be paid by EFT in accordance with the terms of this clause. Notwithstanding any other requirement of this contract, payment to an ultimate recipient other than the Contractor, or a financial institution properly recognized under an assignment of claims pursuant to _ p , is not permitted. In all respects, the requirements of this clause shall apply to the assignee as if it were the Contractor. EFT information that shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper assignment of claims acceptable to the Government, is incorrect EFT information within the meaning of paragraph (d) of this clause. (h) Liability for change of EFT information by financial agent. The Government is not liable for errors resulting from changes to EFT information made by the Contractor's financial agent. (i) Payment information. The payment or disbursing office shall forward to the Contractor available payment information that is suitable for transmission as of the date of release of the EFT instruction to the Federal Reserve System. The Government may request the Contractor to designate a desired format and method(s) for delivery of payment information from a list of formats and methods the payment office is capable of executing. However, the Government does not guarantee that any particular format or method of delivery is available at any particular payment office and retains the latitude to use the format and delivery method most convenient to the Government. If the Government makes payment by check in accordance with paragraph (a) of this clause, the Government shall mail the payment information to the remittance address contained in the SAM database. 23. 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (APR 2010) (Applicable to leases over $5 million and performance period is 120 days or more.) (a) Definitions. As used in this clause -- "Agent" means any individual, including a director, an officer, an employee, or an independent Contractor, authorized to act on behalf of the organization. "Full cooperation"— (1) Means disclosure to the Government of the information sufficient for law enforcement to identify the nature and extent of the offense and the individuals responsible for the conduct. It includes providing timely and complete response to Government auditors' and investigators' request for documents and access to employees with information; INITIALS: & M LESSOR GOVERNMENT GSA FORM 3517B PAGE 14 (REV 04115) Exhibit B (2) Does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not require— (i) A Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; or (ii) Any officer, director, owner, or employee of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; and (3) Does not restrict a Contractor from— (i) Conducting an internal investigation; or (ii) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation. "Principal" means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager, plant manager; head of a division or business segment; and similar positions). "Subcontract" means any contract entered into by a subcontractor to fumish supplies or services for performance of a prime contract or a subcontract. "Subcontractor" means any supplier, distributor, vendor, or firm that furnished supplies or services to or for a prime contractor or another subcontractor. "United States," means the 50 States, the District of Columbia, and outlying areas. (b) Code of business ethics and conduct. (1) Within 30 days after contract award, unless the Contracting Officer establishes a longer time period, the Contractor shall— (i) Have a written code of business ethics and conduct; and (ii) Make a copy of the code available to each employee engaged in performance of the contract. (2) The Contractor shall— (i) Exercise due diligence to prevent and detect criminal conduct; and (ii) Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law. (3) (i) The Contractor shall timely disclose, in writing, to the agency Office of the Inspector General (OIG), with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of this contract or any subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed— (A) A violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (B) A violation of the civil False Claims Act i 31_U._$,P,A729-3733),. (ii) The Government, to the extent permitted by law and regulation, will safeguard and treat information obtained pursuant to the Contractor's disclosure as confidential where the information has been INITIALS: & LESSOR GOVER MI ® IT GSA FORM 3517B PAGE 15 (REV 04115) Exhibit B marked "confidential" or "proprietary" by the company. To the extent permitted by law and regulation, such information will not be released by the Government to the public pursuant to a Freedom of Information Act request, 5U.S.C. Section 552, without prior notification to the Contractor. The Government may transfer documents provided by the Contractor to any department or agency within the Executive Branch if the information relates to matters within the organization's jurisdiction. (iii) If the violation relates to an order against a Govemmentwide acquisition contract, a multi -agency contract, a multiple -award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the Contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract. (c) Business ethics awareness and compliance program and internal control system. This paragraph (c) does not apply if the Contractor has represented itself as a small business concern pursuant to the award of this contract or if this contract is for the acquisition of a commercial item as defined at FAR 2.101. The Contractor shall establish the following within 90 days after contract award, unless the Contracting Officer establishes a longer time period: (1) An ongoing business ethics awareness and compliance program. (i) This program shall include reasonable steps to communicate periodically and in a practical manner the Contractor's standards and procedures and other aspects of the Contractor's business ethics awareness and compliance program and internal control system, by conducting effective training programs and otherwise disseminating information appropriate to an individual's respective roles and responsibilities. (ii) The training conducted under this program shall be provided to the Contractor's principals and employees, and as appropriate, the Contractor's agents and subcontractors. (2) An internal control system. (i) The Contractor's internal control system shall— (A) Establish standards and procedures to facilitate timely discovery of improper conduct in connection with Government contracts; and (B) Ensure corrective measures are promptly instituted and carried out. (ii) At a minimum, the Contractor's internal control system shall provide for the following: (A) Assignment of responsibility at a sufficiently high level and adequate resources to ensure effectiveness of the business ethics awareness and compliance program and internal control system. (B) Reasonable efforts not to include an individual as a principal, whom due diligence would have exposed as having engaged in conduct that is in conflict with the Contractor's code of business ethics and conduct. (C) Periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct and the special requirements of Government contracting, Including— • Monitoring and auditing to detect criminal conduct; • Periodic evaluation of the effectiveness of the business ethics awareness and compliance program and internal control system, especially if criminal conduct has been detected; and • Periodic assessment of the risk of criminal conduct, with appropriate steps to design, implement, or modify the business ethics awareness and compliance program and the internal control system as necessary to reduce the risk of criminal conduct identified through this process. INITIALS' Laiv== $, LESSOR GOVER iME T GSA FORM 3517B PAGE 16 (REV 04115) Exhibit B (D) An internal reporting mechanism, such as a hotline, which allows for anonymity or confidentiality, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports. (E) Disciplinary action for improper conduct or for failing to take reasonable steps to prevent or detect improper conduct. (F) Timely disclosure, in writing, to the agency OIG, with a copy to the Contracting Officer, whenever, in connection with the award, performance, or closeout of any Government contract performed by the Contractor or a subcontract thereunder, the Contractor has credible evidence that a principal, employee, agent, or subcontractor of the Contractor has committed a violation of Federal criminal law involving fraud, conflict of interest, bribery, or gratuity violations found in Title 18 U.S.C. or a violation of the civil False Claims Act (31 U.S.C. 3729-3733). • If a violation relates to more than one Government contract, the Contractor may make the disclosure to the agency OIG and Contracting Officer responsible for the largest dollar value contract impacted by the violation. • If the violation relates to an order against a Governmentwide acquisition contract, a multi -agency contract, a multiple -award schedule contract such as the Federal Supply Schedule, or any other procurement instrument intended for use by multiple agencies, the contractor shall notify the OIG of the ordering agency and the IG of the agency responsible for the basic contract, and the respective agencies' contracting officers. • The disclosure requirement for an individual contract continues until at least 3 years after final payment on the contract. The Government will safeguard such disclosures in accordance with paragraph (b)(3)(ii) of this clause. (G) Full cooperation with any Government agencies responsible for audits, investigations, or corrective actions. (d) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts that have a value in excess of $5,000,000 and a performance period of more than 120 days. (2) In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer. 24. 552.270-32 COVENANT AGAINST CONTINGENT FEES (JUN 2011) (Applicable to leases over $150,000 average net annual rental including option periods.) (a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of the contingent fee. (b) Bona ride 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. t!/ GSA FORM 35178 PAGE 17 (REV 04115) Exhibit B (1) Bona fide employee, as used in this clause, means a person, employed by a Contractor and subject to the Contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence. (2) Contingent fee, as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract. (3) Improper influence, as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter. 25. 52.203-7 ANTI -KICKBACK PROCEDURES (MAY 2014) (Applicable to leases over $150,000 average net annual rental including option periods.) (a) Definitions. "Kickback," as used in this clause, means any money, fee, commission, credit, gift, gratuity, thing of value, or compensation of any kind which is provided, directly or indirectly, to any prime Contractor, prime Contractor employee, subcontractor, or subcontractor employee for the purpose of improperly obtaining or rewarding favorable treatment in connection with a prime contractor in connection with a subcontract relating to a prime contract. "Person," as used in this clause, means a corporation, partnership, business association of any kind, trust, joint-stock company, or individual. "Prime contract," as used in this clause, means a contract or contractual action entered into by the United States for the purpose of obtaining supplies, materials, equipment, or services of any kind. "Prime Contractor" as used in this clause, means a person who has entered into a prime contract with the United States. "Prime Contractor employee," as used in this clause, means any officer, partner, employee, or agent of a prime Contractor. "Subcontract," as used in this clause, means a contract or contractual action entered into by a prime Contractor or subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under a prime contract. "Subcontractor," as used in this clause, (1) means any person, other than the prime Contractor, who offers to furnish or furnishes any supplies, materials, equipment, or services of any kind under a prime contract or a subcontract entered into in connection with such prime contract, and (2) includes any person who offers to furnish or furnishes general supplies to the prime Contractor or a higher tier subcontractor. "Subcontractor employee," as used in this clause, means any officer, partner, employee, or agent of a subcontractor. (b) 41 U.S.C. chapter 87, Kickbacks, 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. I IIALS: LE S ASO 141 N I WET GSA FORM 3517B PAGE 18 (REV 04/15) Exhibit B (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 Attorney General. (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 either case, the Prime Contractor shall notify the Contracting Officer when the monies are withheld. (5) The Contractor agrees to incorporate the substance of this clause, including paragraph (c)(5) but excepting paragraph (c)(1), in all subcontracts under this contract which exceed $150,000. 26. 52.223-6 DRUG-FREE WORKPLACE (MAY 2001) (Applicable to leases over $150,000 average net annual rental including option periods, as well as to leases of any value awarded to an individual.) (a) Definitions. As used in this clause— "Controlled substance" means a controlled substance in schedules I through V of section 202 of the Controlled Substances Act (21 U.S.C. 812) and as further defined in regulation at 21 CFR 1308.11 -1308.15. "Conviction" means a finding of guilt (including a plea of nolo contendere) or imposition of sentence, or both, by any judicial body charged with the responsibility to determine violations of the Federal or State criminal drug statutes. "Criminal drug statute" means a Federal or non -Federal criminal statute involving the manufacture, distribution, dispensing, possession, or use of any controlled substance. "Drug-free workplace" means the site(s) for the performance of work done by the Contractor in connection with a specific contract where employees of the Contractor are prohibited from engaging in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance. "Employee" means an employee of a Contractor directly engaged in the performance of work under a Government contract. "Directly engaged" is defined to include all direct cost employees and any other Contractor employee who has other than a minimal impact or involvement in contract performance. "Individual" means an Offeror/Contractor that has no more than one employee including the Offeror/Contractor. (b) The Contractor, if other than an individual, shall—within 30 days after award (unless a longer period is agreed to in writing for contracts of 30 days or more performance duration), or as soon as possible for contracts of less than 30 days performance duration— (1) Publish a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Contractor's workplace and specifying the actions that will be taken against employees for violations of such prohibition; INITIALS: GSA FORM 3517B PAGE 19 (REV 04115) Exhibit B (2) Establish an ongoing drug-free awareness program to inform such employees about— (i) The dangers of drug abuse in the workplace; (11)The Contractor's policy of maintaining a drug-free workplace; (iii) Any available drug counseling, rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (3) Provide all employees engaged in performance of the contract with a copy of the statement required by paragraph (b)(1) of this clause; (4) Notify such employees in writing in the statement required by paragraph (b)(1) of this clause that, as a condition of continued employment on this contract, the employee will— (i) Abide by the terms of the statement; and (ii) Notify the employer in writing of the employee's conviction under a criminal drug statute for a violation occurring in the workplace no later than 5 days after such conviction; (5) Notify the Contracting Officer in writing within 10 days after receiving notice under subdivision (b)(4)(ii) of this clause, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the employee; (6) Within 30 days after receiving notice under subdivision (b)(4)(ii) of this clause of a conviction, take one of the following actions with respect to any employee who is convicted of a drug abuse violation occurring in the workplace: (i) Taking appropriate personnel action against such employee, up to and including termination; or (ii) Require such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; and (7) Make a good faith effort to maintain a drug-free workplace through implementation of paragraphs (b)(1) through (b)(6) of this clause. (c) The Contractor, if an individual, agrees by award of the contract or acceptance of a purchase order, not to engage in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance while performing this contract. (d) In addition to other remedies available to the Government, the Contractor's failure to comply with the requirements of paragraph (b) or (c) of this clause may, pursuant to FAR 23.506, render the Contractor subject to suspension of contract payments, termination of the contract or default, and suspension or debarment. 27. 52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007) (Applicable to leases over $5 Million and performance period is 120 days or more.) (a) Definition. "United States," as used in this clause, means the 50 States, the District of Columbia, and outlying areas. (b) Display of fraud hotline poster(s). Except as provided in paragraph (c)— INITIALS: W1� a LESSOR G R MET GSA FORM 35178 PAGE 20 (REV 04115) Exhibit B (1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites— (i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and (ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer. (2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website. (3) Any required posters may be obtained as follows: Poster(s) Obtain from (Contracting Officer shall insert— (i) nsert (i) Appropriate agency name(s) and/or title of applicable Department of Homeland Security fraud hotline poster); and (ii) The website(s) or other contact information for obtaining the poster(s).) (c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters. (d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5,000,000, except when the subcontract— (1) ubcontract (1) Is for the acquisition of a commercial item; or (2) Is performed entirely outside the United States. 28. 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JUN 2011) (Applicable to leases over $150,000 average net annual rental including option periods.) (a) If the head of the contracting activity (HCA) or his or her designee determines that there was a violation of subsection 27(a) of the Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423), as implemented in the Federal Acquisition Regulation, the Government, at its election, may— (1) Reduce the monthly rental under this lease by five percent of the amount of the rental for each month of the remaining term of the lease, including any option periods, and recover five percent of the rental already paid; (2) Reduce payments for alterations not included in monthly rental payments by five percent of the amount of the alterations agreement; or (3) Reduce the payments for violations by a Lessor's subcontractor by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was placed. (b) Prior to making a determination as set forth above, the HCA or designee shall provide to the Lessor a written notice of the action being considered and the basis thereof. The Lessor shall have a period INITIALS: 8 �W LESSOR GOVERNMENT GSA FORM 35178 PAGE 21 (REV 04115) Exhibit B 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. 29. 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (AUG 2011) (Applicable when cost or pricing data are required for work or services over $700,000) (a) If any price, including profit or fee, negotiated in connection with this contract, or any cost reimbursable under this contract, was increased by any significant amount because— (1) The Contractor or a subcontractor furnished certified 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 certified cost or pricing data that were not complete, accurate, and current as certified in the Contractor's Certificate of Current Cost or Pricing Data; or (3) Any of these parties furnished data of any description that were not accurate, the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction. (b) Any reduction in the contract price under paragraph (a) of this clause due to defective data from a prospective subcontractor that was not subsequently awarded the subcontract shall be limited to the amount, plus applicable overhead and profit markup, by which (1) the actual subcontract or (2) the actual cost to the Contractor, if there was no subcontract, was less than the prospective subcontract cost estimate submitted by the Contractor; provided, that the actual subcontract price was not itself affected by defective certified cost or pricing data. (c) (1) If the Contracting Officer determines under paragraph (a) of this clause that a price or cost reduction should be made, the Contractor agrees not to raise the following matters as a defense: (i) The Contractor or subcontractor was a sole source supplier or otherwise was in a superior bargaining position and thus the price of the contract would not have been modified even if accurate, complete, and current certified cost or pricing data had been submitted. (ii) The Contracting Officer should have known that the certified 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 INITIALS: LESSOR P GOURNMET GSA FORM 3517B PAGE 22 (REV 04/15) Exhibit B (B) The Contractor proves that the certified cost or pricing data were available before the "as or date specified on its Certificate of Current Cost or Pricing Data, and that the data were not submitted before such date. (ii) An offset shall not be allowed if— (A) f (A) The understated data were known by the Contractor to be understated before the "as of date specified on its Certificate of Current Cost or Pricing Data; or (B) The Government proves that the facts demonstrate that the contract price would not have increased in the amount to be offset even if the available data had been submitted before the "as of" date specified on its Certificate of Current Cost or Pricing Data. (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) Interest compounded daily, as required by 26 U.S.C. 6622, on the amount of such overpayment to be computed from the date(s) of overpayment to the Contractor to the date the Government is repaid by the Contractor at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621(a)(2); and (2) A penalty equal to the amount of the overpayment, if the Contractor or subcontractor knowingly submitted certified cost or pricing data that were incomplete, inaccurate, or noncurrent. 30. 552.270-13 PROPOSALS FOR ADJUSTMENT (SEP 1999) (a) The Contracting Officer may, from time to time during the term of this lease, require changes to be made in the work or services to be performed and in the terms or conditions of this lease. Such changes will be required under the Changes clause. (b) If the Contracting Officer makes a change within the general scope of the lease, the Lessor shall submit, in a timely manner, an itemized cost proposal for the work to be accomplished or services to be performed when the cost exceeds $100,000. The proposal, including all subcontractor work, will contain at least the following detail— (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) Workers compensation and public liability insurance; (5) Overhead; (6) Profit; and (7) Employment taxes under FICA and FUTA. (c) The following Federal Acquisition Regulation (FAR) provisions also apply to all proposals exceeding $500,000 in cost— (1) ost (1) The Lessor shall provide cost or pricing data including subcontractor cost or pricing data (48 CFR 15.403-4) and (2) The Lessors representative, all Contractors, and subcontractors whose portion of the 1 N ITIALS: & LESSOR GOVERNME T GSA FORM 35176 PAGE 23 (REV 04115) Exhibit B work exceeds $500,000 must sign and return the "Certificate of Current Cost or Pricing Data" (48 CFR 15.406-2). (d) Lessors shall also refer to 48 CFR Part 31, Contract Cost Principles, for information on which costs are allowable, reasonable, and allocable in Government work. 31. CHANGES (MAR 2013) (a) The LCO may at any time, by written order, direct changes to the Tenant Improvements within the Space, Building Security Requirements, or the services required under the Lease. (b) If any such change causes an increase or decrease in Lessor's costs or time required for performance of its obligations under this Lease, whether or not changed by the order, the Lessor shall be entitled to an amendment to the Lease providing for one or more of the following: (1) An adjustment of the delivery date; (2) An equitable adjustment in the rental rate; (3) A lump sum equitable adjustment; or (4) A change to the operating cost base, if applicable. (c) The Lessor shall assert its right to an amendment under this clause within 30 days from the date of receipt of the change order and shall submit a proposal for adjustment. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, the pendency of an adjustment or existence of a dispute shall not excuse the Lessor from proceeding with the change as directed. (d) Absent a written change order from the LCO, or from a Government official to whom the LCO has explicitly and in writing delegated the authority to direct changes, the Government shall not be liable to Lessor under this clause. 32. 552.215-70 EXAMINATION OF RECORDS BY GSA (FEB 1996) The Contractor agrees that the Administrator of General Services or any duly authorized representative shall, until the expiration of 3 years after final payment under this contract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of the Contractor involving transactions related to this contract or compliance with any clauses thereunder. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Administrator of General Services or any duly authorized representatives shall, until the expiration of 3 years after final payment under the subcontract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of such subcontractor involving transactions related to the subcontract or compliance with any clauses thereunder. The term "subcontract" as used in this clause excludes (a) purchase orders not exceeding $100,000 and (b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. 33. 52.215-2 AUDIT AND RECORDS—NEGOTIATION (OCT 2010) (Applicable to leases over $150,,000 average net annual rental including option periods.) (a) As used in this clause, "records" includes books, documents„ accounting procedures and practices, and other data, regardless of type and regardless of whether such items are in written form, in the form of computer data, or in any other form. (b) Examination of costs. If this is a cost -reimbursement, incentive, time -and -materials, labor -hour, or price re -determinable contract, or any combination of these, the Contractor shall maintain and the Contracting Officer, or an authorized representative of the Contracting Officer, shall have the right to examine and audit all INITIALS: LESSOR GSA FORM 35178 PAGE 24 (REV 04115) Exhibit B records and other evidence sufficient to reflect properly all costs claimed to have been incurred or anticipated to be incurred directly or indirectly in performance of this contract. This right of examination shall include inspection at all reasonable times of the Contractor's plants, or parts of them, engaged in performing the contract. (c) Certified cost or pricing data. If the Contractor has been required to submit certified cost or pricing data in connection with any pricing action relating to this contract, the Contracting Officer, or an authorized representative of the Contracting Officer, in order to evaluate the accuracy, completeness, and currency of the certified cost or pricing data, shall have the right to examine and audit all of the Contractor's records, including computations and projections, related to— (1) The proposal for the contract, subcontract, or modification; (2) The discussions conducted on the proposal(s), including those related to negotiating; (3) Pricing of the contract, subcontract, or modification; or (4) Performance of the contract, subcontract or modification. (d) Comptroller General— (1) The Comptroller General of the United States, or an authorized representative, shall have access to and the right to examine any of the Contractor's directly pertinent records involving transactions related to this contract or a subcontract hereunder and to interview any current employee regarding such transactions. (2) This paragraph may not be construed to require the Contractor or subcontractor to create or maintain any record that the Contractor or subcontractor does not maintain in the ordinary course of business or pursuant to a provision of law. (e) Reports. If the Contractor is required to furnish cost, funding, or performance reports, the Contracting Officer or an authorized representative of the Contracting Officer shall have the right to examine and audit the supporting records and materials, for the purpose of evaluating— (1) The effectiveness of the Contractor's policies and procedures to produce data compatible with the objectives of these reports; and (2) The data reported. (f) Availability. The Contractor shall make available at its office at all reasonable times the records, materials, and other evidence described in paragraphs (a), (b), (c), (d), and (e) of this clause, for examination, audit, or reproduction, until 3 years after final payment under this contract or for any shorter period specified in b rt 4,7, Contractor Records Retention, of the Federal Acquisition Regulation (FAR), or for any longer period required by statute or by other clauses of this contract. In addition— (1) If this contract is completely or partially terminated, the Contractor shall make available the records relating to the work terminated until 3 years after any resulting final termination settlement; and (2) The Contractor shall make available records relating to appeals under the Disputes clause or to litigation or the settlement of claims arising under or relating to this contract until such appeals, litigation, or claims are finally resolved. (g) The Contractor shall insert a clause containing all the terms of this clause, including this paragraph (g), in all subcontracts under this contract that exceed the simplified acquisition threshold, and— (1) That are cost -reimbursement, incentive, time -and -materials, labor -hour, or price re -determinable type or any combination of these; (2) For which certified cost or pricing data are required; or INITIALS: LESSOR GOVERNMENT GSA FORM 3517E PAGE 25 (REV 04115) Exhibit B (3) That require the subcontractor to furnish reports as discussed in paragraph (e) of this clause. The clause may be altered only as necessary to identify properly the contracting parties and the Contracting Officer under the Government prime contract. 34. 52.233-1 DISPUTES (MAY 2014) (a) This contract is subject to 41 U.S.0c r 71, Contract Disputes. (b) Except as provided in 41 U.,S,.0 chapter 71, all disputes arising under or relating to this contract shall be resolved under this clause. (c) "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under ch ter 1 until certified. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under 41 U.S.0 c ter 71. The submission may be converted to a claim under 41 c t r 1, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. (d) (1) A claim by the Contractor shall be made in writing and, unless otherwise stated in this contract, submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer. (2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000. (ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim. (iii) The certification shall state as follows: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am authorized to certify the claim on behalf of the Contractor." (3) The certification may be executed by any person authorized to bind the Contractor with respect to the claim. (e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor, render a decision within 60 days of the request. For Contractor -certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. (f) The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit as provided in 41 U,S,C chapter 1. RIALS: i�., LE R W—EWUNMWT GSA FORM 35178 PAGE 26 (REV 04115) Exhibit 8 (g) If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use alternative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer. (h) The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6 -month period as fixed by the Treasury Secretary during the pendency of the claim. (i) The Contractor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under or relating to the contract, and comply with any decision of the Contracting Officer. 35. 52.222-26 EQUAL OPPORTUNITY (MAR 2007) (a) Definition. "United States," as used in this clause, means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island. (b) (1) 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 this clause, except for work performed outside the United States by employees who were not recruited within the United States. Upon request, the Contractor shall provide information necessary to determine the applicability of this clause. (2) If the Contractor is a religious corporation, association, educational institution, or society, the requirements of this clause do not apply with respect to the employment of individuals of a particular religion to perform work connected with the carrying on of the Contractor's activities (41 CFR 60-1.5). (c) (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. However, it shall not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation, in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR 60-1.5. (2) The Contractor shall take affirmative action to ensure that 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; INITIALINITIAL& -- L SSC G 0V GSA FORM 35178 PAGE 27 (REV 04/15) Exhibit B (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. The Contractor shall also file Standard Form 100 (EEO -1), or any successor form, as prescribed in 41 CFR Part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract award, the Contractor shall, within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms. (S) The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order. (9) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11245, as amended. In addition, sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in 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 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 Officer may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance, provided, that if the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. (d) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. 36. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999) INITIALS: � 0 LESSOR GOVERNMNT GSA FORM 35178 PAGE 28 (REV 04115) Exhibit B (a) "Segregated facilities," as used in this clause, means any waiting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees, that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, or national origin because of written or oral policies or employee custom. The term does not include separate or single -user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. (b) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Opportunity clause in this contract. (c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Opportunity clause of this contract. 37. 52.219-28 POST -AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013) (Applicable to leases exceeding $3,000.) (a) Derinitions. As used in this clause— Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 2.21m , Option to Extend Services, or other appropriate authority. Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (c) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity. (b) If the Contractor represented that it was a small business concern prior to award of this contract, the Contractor shall rerepresent its size status according to paragraph (e) of this clause or, if applicable, paragraph (g) of this clause, upon the occurrence of any of the following: (1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract. (2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract. (3) For long-term contracts— (i) Within 60 to 120 days prior to the end of the fifth year of the contract, and INITIALS: 1 ,, LESSOR GOVERNM GSA FORM 35178 PAGE 2 (REV 44115) Exhibit B (ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter. (c) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code assigned to this contract. The small business size standard corresponding to this NAICS code can be found at httg.,//www,sba.gov/content/table-small-business-size-standards. (d) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees. (e) Except as provided in paragraph (g) of this clause, the Contractor shall make the representation required by paragraph (b) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause that the data have been validated or updated, and provide the date of the validation or update. (f) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (e) or (g) of this clause. (g) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed: The Contractor represents that it 0• is, 0• is not a small business concern under NAICS Code assigned to contract number [Contractor to sign and date and insert authorized signer's name and title]. 38. 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUL 2014) (Applicable to leases over $100,000.) (a) Derinitions. As used in this clause— "Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at FAR ,3 1. (b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans. (c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $100,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for INITIALS: LESSOR GOVERNMENT" GSA FORM 3517B PAGE 30 (REV 04/15) Exhibit B noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings. 39. 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUL 2014) (Applicable to leases over $15,000.) (a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities. (b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings. 40. 52.222-37 EMPLOYMENT REPORTS VETERANS (JUL 2014) (Applicable to leases over $100,000.) (a) Definitions. As used in this clause, "Armed Forces service medal veteran," "disabled veteran," "active duty wartime or campaign badge veteran," and "recently separated veteran," have the meanings given in FAR 22.1301. (b) Unless the Contractor is a State or local government agency, the Contractor shall report at least annually, as required by the Secretary of Labor, on— (1) The total number of employees in the contractor's workforce, by job category and hiring location, who are disabled veterans, other protected veterans (i.e., active duty wartime or campaign badge veterans), Armed Forces service medal veterans, and recently separated veterans; (2) The total number of new employees hired during the period covered by the report, and of the total, the number of disabled veterans, other protected veterans (i.e., active duty wartime or campaign badge veterans), Armed Forces service medal veterans, and recently separated veterans; and (3) The maximum number and minimum number of employees of the Contractor or subcontractor at each hiring location during the period covered by the report. (c) The Contractor shall report the above items by completing the Form VETS -100A, entitled "Federal Contractor Veterans' Employment Report (VETS -100A Report)." (d) The Contractor shall submit VETS -100A Reports no later than September 30 of each year. (e) The employment activity report required by paragraphs (b)(2) and (b)(3) of this clause shall reflect total new hires, and maximum and minimum number of employees, during the most recent 12–month period preceding the ending date selected for the report. Contractors may select an ending date— (1) As of the end of any pay period between July 1 and August 31 of the year the report is due; or INITIALS: �AJ 8 LESSOR GOVERNM NT GSA FORM 3517B PAGE 31 (REV 04/15) Exhibit B (2) As of December 31, if the Contractor has prior written approval from the Equal Employment Opportunity Commission to do so for purposes of submitting the Employer Information Report EEO -1 (Standard Form 100). (f) The number of veterans reported must be based on data known to the contractor when completing the VETS -100A. The contractor's knowledge of veterans status may be obtained in a variety of ways, including an invitation to applicants to self -identify (in accordance with 41 CFR 60-300.42), voluntary self -disclosure by employees, or actual knowledge of veteran status by the contractor. This paragraph does not relieve an employer of liability for discrimination under 38 U.S,C. 4212. (g) The Contractor shall insert the terns of this clause in subcontracts of $100,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor - 41. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (AUG 2013) (Applicable to leases over $30,000„) (a) Definition. "Commercially available off-the-shelf (COTS)" item, as used in this clause— (1) Means any item of supply (including construction material) that is— (i) A commercial item (as defined in paragraph (1) of the definition in FAR 12.101); (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier„ without modification, in the same form in which it is sold in the commercial marketplace; and (2) Does not include bulk cargo, as defined in 46 i . , . 40102(4), such as agricultural products and petroleum products. (b) The Government suspends or debars Contractors to protect the Government's interests. Other than a subcontract for a commercially available off-the-shelf item,, the Contractor shall not enter into any subcontract, in excess of $30,000 with a Contractor that is debarred, suspended, or proposed for debarment by any executive agency unless there is a compelling reason to do so. (c) The Contractor shall require each proposed subcontractor whose subcontract will exceed $30,000, other than a subcontractor providing a commercially available off-the-shelf item, 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. (d) A corporate officer or a designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party (other than a subcontractor providing a commercially available off- the-shelf item) that is debarred, suspended, or proposed for debarment (see FAR 9.404 for information on the System for Award Management (SAM) Exclusions). The notice must include the following: (1) The name of the subcontractor. (2) The Contractor's knowledge of the reasons for the subcontractor being listed with an exclusion in SAM. (3) The compelling reason(s) for doing business with the subcontractor notwithstanding its being listed with an exclusion in SAM. INITIALS: & LESSOR G VERNMENT GSA FORM 3517E PAGE 32 (REV 04115) Exhibit B (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. (e) Subcontracts. Unless this is a contract for the acquisition of commercial items, the Contractor shall include the requirements of this clause, including this paragraph (e) (appropriately modified for the identification of the parties), in each subcontract that— (1) hat (1) Exceeds $30,000 in value; and (2) Is not a subcontract for commercially available off-the-shelf items. 42. 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010) (Applicable if over $700,000.) (a) Before awarding any subcontract expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4, on the date of agreement on price or the date of award, whichever is later; or before pricing any subcontract modification involving a pricing adjustment expected to exceed the threshold for submission of certified cost or pricing data at FAR 15.403-4, the Contractor shall require the subcontractor to submit certified cost or pricing data (actually or by specific identification in writing), in accordance with FAR 15.408, Table 15-2 (to include any information reasonably required to explain the subcontractor's estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price), unless an exception under FAR 15.403-1 applies. (b) The Contractor shall require the subcontractor to certify in substantially the form prescribed in FAR 15.406-2 that, to the best of its knowledge and belief, the data submitted under paragraph (a) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract modification. (c) In each subcontract that exceeds the threshold for submission of certified cost or pricing data at FAR 15.403-4, when entered into, the Contractor shall insert either— (1) The substance of this clause, including this paragraph (c), if paragraph (a) of this clause requires submission of certified cost or pricing data for the subcontract; or (2) The substance of the clause at FAR 52.215-13, Subcontractor Certified Cost or Pricing Data— Modifications. 43. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014) (Applicable to leases over $150,000 average net annual rental including option periods.) (a) Definitions. As used in this contract— "HUBZone small business concern" means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. "Service -disabled veteran -owned small business concern"— (1) Means a small business concern— (i) Not less than 51 percent of which is owned by one or more service -disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service -disabled veterans; and INITIALS: wt�� - _�gv LESSOR GOVERNMENT GSA FORM 3517B PAGE 33 (REV 04115) Exhibit B (ii) The management and daily business operations of which are controlled by one or more service - disabled veterans or, in the case of a service -disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service -disabled veteran means a veteran, as defined in.38 U.S.C. 101,(2), with a disability that is service -connected, as defined in 3 C. 10 1(1 ). "Small business concern" means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. "Small disadvantaged business concern", consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that— (1) hat (1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by— (i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States; and (ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (2) The management and daily business operations of which are controlled (as defined at 13.CFR 124.106) by individuals, who meet the criteria in paragraphs (1)(i) and (ii) of this definition„ "Veteran -owned small business concern" means a small business concern— (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 1 1 2) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. "Women -owned small business concern" means a small business concern— (1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. (b) It is the policy of the United States that small business concerns, veteran -owned small business concerns, service -disabled veteran -owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women -owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran -owned small business concerns, service -disabled veteran -owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women -owned small business concerns. INITIALS:: & N LESSOR GOVER 'MENT GSA FORM 3517E PAGE 34 (REV 04115) Exhibit B (c) 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. (d) (1) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as a small business concern, a veteran -owned small business concern, a service -disabled veteran -owned small business concern, a small disadvantaged business concern, or a women -owned small business concern. (2) The Contractor shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing the System for Award Management database or by contacting the SBA. Options for contacting the SBA include— (i) HUBZone small business database search application web page at hftg://dsbs.sba.gov/dsbs/search/so c on .cf ; or httR://www.sba.aov/hubzone; (ii) In writing to the Director/HUB, U.S. Small Business Administration, 409 3rd Street, SW„ Washington, DC 20416; or (iii) The SBA HUBZone Help Desk at hubzone@sba.gov. 44. 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2014) ALTERNATE III (OCT 2014) (Applicable to leases over $650,000.) a) This clause does not apply to small business concerns. (b) Definitions. As used in this clause --- "Alaska Native Corporation (ANC)" means any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (3 1, et seq.) and which is considered a minority and economically disadvantaged concern under the criteria at43 „1 {){13. This definition also includes ANC direct and indirect subsidiary corporations, joint ventures, and partnerships that meet the requirements of 4,3 U.S.C, 1626(e)(2). "Commercial item" means a product or service that satisfies the definition of commercial item in section 2.101 of the Federal Acquisition Regulation. "Commercial plan" means a subcontracting plan (including goals) that covers the offeror's fiscal year and that applies to the entire production of commercial items sold by either the entire company or a portion thereof (e.g., division, plant, or product line). "Electronic Subcontracting Reporting System (eSRS)" means the Governmentwide, electronic, web -based system for small business subcontracting program reporting. The eSRS is located at :11 s . . INITIALS: LESSOR GOVERNMENT GSA FORM 35178 PAGE 35 (REV 04/15) Exhibit B "Indian tribe" means any Indian tribe, band, group, pueblo, or community, including native villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined in the Alaska Native Claims Settlement Act ( . 1 Q91 et seq.), that is recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs in accordance with 25 U.S,C. 1452(c). This definition also includes Indian -owned economic enterprises that meet the requirements of 25 UaC, 1452 O. "Individual contract plan" means a subcontracting plan that covers the entire contract period (including option periods), applies to a specific contract, and has goals that are based on the offeror's planned subcontracting in support of the specific contract, except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract. "Master plan" means a subcontracting plan that contains all the required elements of an individual contract plan, except goals, and may be incorporated into individual contract plans, provided the master plan has been approved. "Subcontract" means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime Contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract. (c) The offeror, upon request by the Contracting Officer, shall submit and negotiate a subcontracting plan, where applicable, that separately addresses subcontracting with small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business concerns, small disadvantaged business, and women -owned small business concerns. If the offeror is submitting an individual contract plan, the plan must separately address subcontracting with small business, veteran -owned small business, service - disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women - owned small business concerns, with a separate part for the basic contract and separate parts for each option (if any). The plan shall be included in and made a part of the resultant contract. The subcontracting plan shall be negotiated within the time specified by the Contracting Officer. Failure to submit and negotiate the subcontracting plan shall make the offeror ineligible for award of a contract. (d) The offeror's subcontracting plan shall include the following: (1) Goals, expressed in terms of percentages of total planned subcontracting dollars, for the use of small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business concerns as subcontractors. The offeror shall include all sub -contracts that contribute to contract performance, and may include a proportionate share of products and services that are normally allocated as indirect costs. In accordance with 43 U,S,C,. (i) Subcontracts awarded to an ANC or Indian tribe shall be counted towards the subcontracting goals for small business and small disadvantaged business (SDB) concerns, regardless of the size or Small Business Administration certification status of the ANC or Indian tribe. (ii) Where one or more subcontractors are in the subcontract tier between the prime contractor and the ANC or Indian tribe, the ANC or Indian tribe shall designate the appropriate contractor(s) to count the subcontract towards its small business and small disadvantaged business subcontracting goals. (A) In most cases, the appropriate Contractor is the Contractor that awarded the subcontract to the ANC or Indian tribe. INITIALS: 8 LEVS011 GOVERNMENT GSA FORM 3517B PAGE 36 (REV 04115) Exhibit B (B) If the ANC or Indian tribe designates more than one Contractor to count the subcontract toward its goals, the ANC or Indian tribe shall designate only a portion of the total subcontract award to each Contractor. The sum of the amounts designated to various Contractors cannot exceed the total value of the subcontract. (C) The ANC or Indian tribe shall give a copy of the written designation to the Contracting Officer, the prime Contractor, and the subcontractors in between the prime Contractor and the ANC or Indian tribe within 30 days of the date of the subcontract award. (D) If the Contracting Officer does not receive a copy of the ANC's or the Indian tribe's written designation within 30 days of the subcontract award, the Contractor that awarded the subcontract to the ANC or Indian tribe will be considered the designated Contractor. (2) A statement of— (i) Total dollars planned to be subcontracted for an individual contract plan; or the offeror's total projected sales, expressed in dollars, and the total value of projected subcontracts to support the sales for a commercial plan; tribes); (ii) Total dollars planned to be subcontracted to small business concerns (including ANC and Indian (iii) Total dollars planned to be subcontracted to veteran -owned small business concerns; (iv) Total dollars planned to be subcontracted to service -disabled veteran -owned small business; (v) Total dollars planned to be subcontracted to HUBZone small business concerns; (vi) Total dollars planned to be subcontracted to small disadvantaged business concerns (including ANCs and Indian tribes); and (vii) Total dollars planned to be subcontracted to women -owned small business concerns. (3) A description of the principal types of supplies and services to be subcontracted, and an identification of the types planned for subcontracting to— (i) Small business concerns; (ii) Veteran -owned small business concerns; (iii) Service -disabled veteran -owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns; and (vi) Women -owned small business concerns. INITIALS: 0& LESSOR GOVERNMENT GSA FORM 35178 PAGE 37 (REV 04115) Exhibit B (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause. (5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists, the System for Award Management (SAM), veterans service organizations, the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority Business Development Agency in the Department of Commerce, or small, HUBZone, small disadvantaged, and women -owned small business trade associations). A firm may rely on the information contained in SAM as an accurate representation of a concern's size and ownership characteristics for the purposes of maintaining a small, veteran -owned small, service -disabled veteran -owned small, HUBZone small, small disadvantaged, and women -owned small business source list. Use of SAM as its source list does not relieve a firm of its responsibilities (e.g., outreach, assistance, counseling, or publicizing subcontracting opportunities) in this clause. (6) A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals, and a description of the method used to determine the proportionate share of indirect costs to be incurred with— (i) Small business concerns (including ANC and Indian tribes); (ii) Veteran -owned small business concerns; (iii) Service -disabled veteran -owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns (including ANC and Indian tribes); and (vi) Women -owned small business concerns. (7) The name of the individual employed by the offeror who will administer the offeror's subcontracting program, and a description of the duties of the individual. (8) A description of the efforts the offeror will make to assure that small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business concerns have an equitable opportunity to compete for subcontracts. (9) Assurances that the offeror will include the clause of this contract entitled "Utilization of Small Business Concerns" in all subcontracts that offer further subcontracting opportunities, and that the offeror will require all subcontractors (except small business concerns) that receive subcontracts in excess of $650,000 ($1.5 million for construction of any public facility) with further subcontracting possibilities to adopt a subcontracting plan that complies with the requirements of this clause. (10) Assurances that the offeror will— Cooperate in any studies or surveys as may be required; INITIALS:4z- LOS-59 & GOVERNMENT GSA FORM 3517E PAGE 38 (REV 04115) Exhibit B (ii) Submit periodic reports so that the Government can determine the extent of compliance by the offeror with the subcontracting plan; (iii) Submit Standard Form (SF) 294 Subcontracting Report for Individual Contract in accordance with paragraph (1) of this clause. Submit the Summary Subcontract Report (SSR), in accordance with paragraph (1) of this clause using the Electronic Subcontracting Reporting System (eSRS) at http://www.esrs,gov, The reports shall provide information on subcontract awards to small business concerns (including ANCs and Indian tribes that are not small businesses), veteran -owned small business concerns, service -disabled veteran -owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns (including ANCs and Indian tribes that have not been certified by the Small Business Administration as small disadvantaged businesses), women -owned small business concerns, and for NASA only, Historically Black Colleges and Universities and Minority Institutions. Reporting shall be in accordance with this clause, or as provided in agency regulations; and (iv) Ensure that its subcontractors with subcontracting plans agree to submit the SF 294 in accordance with paragraph (1) of this clause. Ensure that its subcontractors with subcontracting plans agree to submit the SSR in accordance with paragraph (1) of this clause using the eSRS. (11) A description of the types of records that will be maintained concerning procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of the offeror's efforts to locate small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business concerns and award subcontracts to them. The records shall include at least the following (on a plant -wide or company -wide basis, unless otherwise indicated): (i) Source lists (e.g., SAM), guides, and other data that identify small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business concerns. (ii) Organizations contacted in an attempt to locate sources that are small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, or women -owned small business concerns. not; (iii) Records on each subcontract solicitation resulting in an award of more than $150,000, indicating— (A) Whether small business concerns were solicited and, if not, why not; (B) Whether veteran -owned small business concerns were solicited and, if not, why not; (C) Whether service -disabled veteran -owned small business concerns were solicited and, if not, why (D) Whether HUBZone small business concerns were solicited and, if not, why not; (E) Whether small disadvantaged business concerns were solicited and, if not, why not; (F) Whether women -owned small business concerns were solicited and, if not, why not; and INITIALS: ESO G VZNT GSA FORM 35178 PAGE 39 (REV 04115) Exhibit B (G) If applicable, the reason award was not made to a small business concern. (iv) Records of any outreach efforts to contact— (A) Trade associations; (B) Business development organizations; (C) Conferences and trade fairs to locate small, HUBZone small, small disadvantaged, and women - owned small business sources; and (D) Veterans service organizations. (v) Records of intemal guidance and encouragement provided to buyers through— (A) Workshops, seminars, training, etc.; and (B) Monitoring performance to evaluate compliance with the program's requirements. (vi) On a contract -by -contract basis, records to support award data submitted by the offeror to the Government, including the name, address, and business size of each subcontractor. Contractors having commercial plans need not comply with this requirement. (e) In order to effectively implement this plan to the extent consistent with efficient contract performance, the Contractor shall perform the following functions: (1) Assist small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business concerns by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation by such concerns. Where the Contractor's lists of potential small business, veteran - owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business subcontractors are excessively long, reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time. (2) Provide adequate and timely consideration of the potentialities of small business, veteran -owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business concerns in all "make -or -buy" decisions. (3) Counsel and discuss subcontracting opportunities with representatives of small business, veteran - owned small business, service -disabled veteran -owned small business, HUBZone small business, small disadvantaged business, and women -owned small business firms. (4) Confirm that a subcontractor representing itself as a HUBZone small business concern is identified as a certified HUBZone small business concern by accessing the SAM database or by contacting SBA. (5) Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small, veteran -owned small business, HUBZone small, small disadvantaged, or women -owned small business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor's subcontracting plan. INITIALS: udz, a, 4T LESSOR G EZR M EMT GSA FORM 3517B PAGE 40 (REV 04115) Exhibit B (6) For all competitive subcontracts over the simplified acquisition threshold in which a small business concern received a small business preference, upon determination of the successful subcontract offeror, the Contractor must inform each unsuccessful small business subcontract offeror in writing of the name and location of the apparent successful offeror prior to award of the contract. (f) A master plan on a plant or division -wide basis that contains all the elements required by paragraph (d) of this clause, except goals, may be incorporated by reference as a part of the subcontracting plan required of the offeror by this clause; provided— (1) The master plan has been approved; (2) The offeror ensures that the master plan is updated as necessary and provides copies of the approved master plan, including evidence of its approval, to the Contracting Officer; and (3) Goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan. (g) A commercial plan is the preferred type of subcontracting plan for contractors furnishing commercial items. The commercial plan shall relate to the offeror's planned subcontracting generally, for both commercial and Government business, rather than solely to the Government contract. Once the Contractor's commercial plan has been approved, the Government will not require another subcontracting plan from the same Contractor while the plan remains in effect, as long as the product or service being provided by the Contractor continues to meet the definition of a commercial item. A Contractor with a commercial plan shall comply with the reporting requirements stated in paragraph (d)(10) of this clause by submitting one SSR in eSRS for all contracts covered by its commercial plan. This report shall be acknowledged or rejected in eSRS by the Contracting Officer who approved the plan. This report shall be submitted within 30 days after the end of the Government's fiscal year. (h) Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the offeror for award of the contract. (i) A contract may have no more than one plan. When a modification meets the criteria in 19.702 for a plan, or an option is exercised, the goals associated with the modification or option shall be added to those in the existing subcontract plan. Q) Subcontracting plans are not required from subcontractors when the prime contract contains the clause at 2.212®, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Items, or when the subcontractor provides a commercial item subject to the clause at , Subcontracts for Commercial Items, under a prime contract. (k) The failure of the Contractor or subcontractor to comply in good faith with— (1) The clause of this contract entitled "Utilization Of Small Business Concerns;" or (2) An approved plan required by this clause, shall be a material breach of the contract. (1) The Contractor shall submit a SF 294. The Contractor shall submit SSRs using the web -based eSRS at hUD://www-esrs.gov. Purchases from a corporation, company, or subdivision that is an affiliate of the prime Contractor or subcontractor are not included in these reports. Subcontract award data reported by INITIALS: & LESSOR GOVERNMENT GSA FORM 3517E PAGE 41 (REV 04115) Exhibit B prime Contractors and subcontractors shall be limited to awards made to their immediate next -tier subcontractors. Credit cannot be taken for awards made to lower tier subcontractors, unless the Contractor or subcontractor has been designated to receive a small business or small disadvantaged business credit from an ANC or Indian tribe. Only subcontracts involving performance in the U.S. or its outlying areas should be included in these reports with the exception of subcontracts under a contract awarded by the State Department or any other agency that has statutory or regulatory authority to require subcontracting plans for subcontracts performed outside the United States and its outlying areas. (1) SF 294. This report is not required for commercial plans. The report is required for each contract containing an individual subcontract plan. For prime contractors the report shall be submitted to the contracting officer, or as specified elsewhere in this contract. In the case of a subcontract with a subcontracting plan, the report shall be submitted to the entity that awarded the subcontract. (i) The report shall be submitted semi-annually during contract performance for the periods ending March 31 and September 30. A report is also required for each contract within 30 days of contract completion. Reports are due 30 days after the close of each reporting period, unless otherwise directed by the Contracting Officer. Reports are required when due, regardless of whether there has been any subcontracting activity since the inception of the contract or the previous reporting period. (ii) When a subcontracting plan contains separate goals for the basic contract and each option, as prescribed by FAR 19.704(c), the dollar goal inserted on this report shall be the sum of the base period through the current option; for example, for a report submitted after the second option is exercised, the dollar goal would be the sum of the goals for the basic contract, the first option, and the second option. (2) SSR. (i) Reports submitted under individual contract plans— (A) This report encompasses all subcontracting under prime contracts and subcontracts with the awarding agency, regardless of the dollar value of the subcontracts. (B) The report may be submitted on a corporate, company or subdivision (e.g. plant or division operating as a separate profit center) basis, unless otherwise directed by the agency. (C) If a prime Contractor and/or subcontractor is performing work for more than one executive agency, a separate report shall be submitted to each executive agency covering only that agency's contracts, provided at least one of that agency's contracts is over $550,000 (over $1,000,000 for construction of a public facility) and contains a subcontracting plan. For DoD, a consolidated report shall be submitted for all contracts awarded by military departments/agencies and/or subcontracts awarded by DoD prime Contractors. However, for construction and related maintenance and repair, a separate report shall be submitted for each DoD component. (D) For DoD and NASA, the report shall be submitted semi-annually for the six months ending March 31 and the twelve months ending September 30. For civilian agencies, except NASA, it shall be submitted annually for the twelve-month period ending September 30. Reports are due 30 days after the close of each reporting period. (E) Subcontract awards that are related to work for more than one executive agency shall be appropriately allocated. INITIALS: LES9CW GOVERNMENT GSA FORM 3517B PAGE 42 (REV 04115) Exhibit B (F) The authority to acknowledge or reject SSRs in the eSRS, including SSRs submitted by subcontractors with subcontracting plans, resides with the Government agency awarding the prime contracts unless stated otherwise in the contract. (ii) Reports submitted under a commercial plan— (A) The report shall include all subcontract awards under the commercial plan in effect during the Government's fiscal year. (B) The report shall be submitted annually, within thirty days after the end of the Government's fiscal year. (C) If a Contractor has a commercial plan and is performing work for more than one executive agency, the Contractor shall specify the percentage of dollars attributable to each agency from which contracts for commercial items were received. (D) The authority to acknowledge or reject SSRs for commercial plans resides with the Contracting Officer who approved the commercial plan. 45. 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (JAN 1999) (Applicable to leases over $650,000.) (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 Subcontracting Plan," or willful or intentional action to frustrate the plan. (b) Performance shall be measured by applying the percentage goals to the total actual subcontracting dollars or, if a commercial plan is involved, to the pro rata share of actual subcontracting dollars attributable to Government contracts covered by the commercial plan. If, at contract completion or, in the case of a commercial plan, at the close of the fiscal year for which the plan is applicable, the Contractor has failed to meet its subcontracting goals and the Contracting Officer decides in accordance with paragraph (c) of this clause that the Contractor failed to make a good faith effort to comply with its subcontracting plan, established in accordance with the clause in this contract entitled "Small Business Subcontracting Plan," the Contractor shall pay the Government liquidated damages in an amount stated. The amount of probable damages attributable to the Contractor's failure to comply shall be an amount equal to the actual dollar amount by which the Contractor failed to achieve each subcontract goal. (c ) Before the Contracting Officer makes a final decision that the Contractor has failed to make such good faith effort, the Contracting Officer shall give the Contractor written notice specifying the failure and permitting the Contractor to demonstrate what good faith efforts have been made and to discuss the matter. Failure to respond to the notice may be taken as an admission that no valid explanation exists. If, after consideration of all the pertinent data, the Contracting Officer finds that the Contractor failed to make a good faith effort to comply with the subcontracting plan, the Contracting Officer shall issue a final decision to that effect and require that the Contractor pay the Government liquidated damages as provided in paragraph (b) of this clause. (d) With respect to commercial plans, the Contracting Officer who approved the plan will perform the functions of the Contracting Officer under this clause on behalf of all agencies with contracts covered by the commercial plan. (e) The Contractor shall have the right of appeal, under the clause in this contract entitled, Disputes, from any final decision of the Contracting Officer. INITIALS: & LESSOR GOVERNMENT GSA FORM 3517B PAGE 43 (REV 04115) Exhibit B (f) Liquidated damages shall be in addition to any other remedies that the Government may have. 46 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (JUL 2013) (Applicable if over $25,000.) (a) Definitions. As used in this clause: "Executive" means officers, managing partners, or any other employees in management positions. "First-tier subcontract" means a subcontract awarded directly by the Contractor for the purpose of acquiring supplies or services (including construction) for performance of a prime contract. It does not include the Contractor's supplier agreements with vendors, such as long-term arrangements for materials or supplies that benefit multiple contracts and/or the costs of which are normally applied to a Contractor's general and administrative expenses or indirect costs. "Months of award" means the month in which a contract is signed by the Contracting Officer or the month in which a first-tier subcontract is signed by the Contractor. "Total compensation" means the cash and noncash dollar value earned by the executive during the Contractor's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): (1) Salary and bonus. (2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Financial Accounting Standards Board's Accounting Standards Codification (FASB ASC) 718, Compensation - Stock Compensation. (3) Earnings for services under non -equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. (4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. (5) Above -market earnings on deferred compensation which is not tax -qualified. (6) Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. (b) Section 2(d)(2) of the Federal Funding Accountability and Transparency Act of 2006 (Pub. L. 109-282), as amended by section 6202 of the Government Funding Transparency Act of 2008 (Pub. L. 110-252), requires the Contractor to report information on subcontract awards. The law requires all reported information be made public, therefore, the Contractor is responsible for notifying its subcontractors that the required information will be made public. (c) Nothing in this clause requires the disclosure of classified information INITIALS;� .,2.: LI � LESS GOVERNMENT GSA FORM 35178 PAGE 44 (REV 04115) Exhibit B (d) (1) Executive compensation of the prime contractor. As a part of its annual registration requirement in the System for Award Management (SAM) database (FAR provision 52,204-7), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for its preceding completed fiscal year, if— (i) In the Contractor's preceding fiscal year, the Contractor received— (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (1 i of '9), or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation flings at hnpL//www.sec.gov/answers/execomp.htm.) (2) First-tier subcontract information. Unless otherwise directed by the contracting officer, or as provided in paragraph (h) of this clause, by the end of the month following the month of award of a first-tier subcontract with a value of $25,000 or more, the Contractor shall report the following information at h92J/www.fsrs.qov for that first-tier subcontract. (The Contractor shall follow the instructions at http://www.fsrs.gov to report the data.) (i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company. (ii) Name of the subcontractor. (iii) Amount of the subcontract award. (iv) Date of the subcontract award. (v) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract. (vi) Subcontract number (the subcontract number assigned by the Contractor). (vii) Subcontractor's physical address including street address, city, state, and country. Also include the nine -digit zip code and congressional district. (viii) Subcontractor's primary performance location including street address, city, state, and country. Also include the nine -digit zip code and congressional district. (ix) The prime contract number, and order number if applicable. (x) Awarding agency name and code. (xi) Funding agency name and code. (xii) Government contracting office code. (xiii) Treasury account symbol (TAS) as reported in FPDS. (xiv) The applicable North American Industry Classification System code (NAICS). h LESSOR GOVERNMENT r �� Exhibit B (3) Executive compensatioin of the first-tier subcontractor. Unless otherwise directed by the Contracting Officer, by the end of the month following the month of award of a first-tier subcontract with a value of $25,000 or more, and annually thereafter (calculated from the prime contract award date), the Contractor shall report the names and total compensation of each of the five most highly compensated executives for that first-tier subcontractor for the first-tier subcontractor's preceding completed fiscal year at hfp://www.fsrs.00v , if— (i) In the subcontractor's preceding fiscal year, the subcontractor received— (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants), cooperative agreements, and other forms of Federal financial assistance; and (ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at hftR*//www.sec.qov/answers/execomp,htm.) (e) The Contractor shall not split or break down first-tier subcontract awards to a value less than $25,000 to avoid the reporting requirements in paragraph (d). (f) The Contractor is required to report information on a first-tier subcontract covered by paragraph (d) when the subcontract is awarded. Continued reporting on the same subcontract is not required unless one of the reported data elements changes during the performance of the subcontract. The Contractor is not required to make further reports after the first-tier subcontract expires. (g) (1) If the Contractor in the previous tax year had gross income, from all sources, under $300,000, the Contractor is exempt from the requirement to report subcontractor awards. (2) If a subcontractor in the previous tax year had gross income from all sources under $300,000, the Contractor does not need to report awards for that subcontractor. (h) The FSRS database at http://www.fsrs.00v will be prepopulated with some information from SAM and FPDS databases. If FPDS information is incorrect, the contractor should notify the contracting officer. If the SAM database information is incorrect, the contractor is responsible for correcting this information. INITIALS: 8' L 9�OVERNMEW GSA FORM 35178 PAGE 46 (REV 04115) C REPRESENTATIONS AND CERT (Acquisition of Leasehold Interests Request for Lease Dated Proposals Number 5AK10353 I �// Complete appropriate boxes, sign the form, and attach to offer. The Offeror makes the following Representations and Certifications. NOTE. The "Offeror," as used on this form, is the owner of the property offered, not an individual or agent representing the owner. 1. 52.219-1 - SMALL BUSINESS PROGRAM REPRESENTATIONS (OCT 2014) (a) Definitions. As used in this provision— "Economically disadvantaged women -owned small business (EDWOSB) concern" means a small business concern that is at least 51 percent directly and unconditionally owned by, and the management and daily business operations of which are controlled by, one or more women who are citizens of the United States and who are economically disadvantaged in accordance with 13 CFR part 127. It automatically qualifies as a women -owned small business concern eligible under the WOSB Program. "Service -disabled veteran -owned small business concern"— (1) Means a small business concern— (i) Not less than 51 percent of which is owned by one or more service -disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service -disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service -disabled veterans or, in the case of a service -disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) "Service -disabled veteran" means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service -connected, as defined in 38 U.S.C. 101(16). "Small business concern" means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size standard in paragraph (b) of this provision. "Small disadvantaged business concern," consistent with 13 CFR 124.1002, means a small business concern under the size standard applicable to the acquisition, that— (1) Is at least 51 percent unconditionally and directly owned (as defined at 13 CFR 124.105) by— (i) One or more socially disadvantaged (as defined at 13 CFR 124.103) and economically disadvantaged (as defined at 13 CFR 124.104) individuals who are citizens of the United States, and (ii) Each individual claiming economic disadvantage has a net worth not exceeding $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (2) The management and daily business operations of which are controlled (as defined at 13 CFR 124.106) by individuals who meet the criteria in paragraphs (1)(i) and (ii) of this definition. INITIALS .VV .......'� .... LESSOR..GOVERNMENT GSA FORM 3518 PAGE 1 (REV 0412015) 11!l!1 !F! !J 1111111111111 iipliiiiq��" "Women -owned small business (1) That is at least 51 percent owned by one or more women; or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more ! "Women -owned small business (WOSB) concern eligible under the WOSB Program" (in accordance with 13 CFR part 127), means a small business concern that is at least 51 percent directly and unconditionall owned by, and the management and daily business operations of which are controlled ty, one or more women who are citizens of the United (b) (1) The North American Industry Classification System (NAICS) code for this acquisition is— 531120, unless the real property is self -storage (#531130), land (#531190), or residential (#531110). (2) The small business size standard is $38.5 Million in annual average gross revenue of the concern for the last 3 fiscal years. / - - •■ •• - ■ -- (c) Representations. represents(1) The offeror of - •T - (2) [Corn''plete rand if the iattinror� ��iesented itw elf as a sinal', blisii°mes'S' coni vttr in araOraph (C)1(1) of this Provision.] The offeror represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002. (3) [t:oii,iete„ait� i"iatt ratttaii i°sesiatert ttatt a aaistt ti:i�i,ri, coi�sri iii tsi`a,pi"atlr r,at ttt a":'aiiraii ] The offeror represents as part of its offer that it [ ] is, [ ] is not a women -owned small business concern. (4) Women -owned small business (WOSB) concern eligible under the WOSB Program. [t orrlplete orvy it ties otf.i°or r ii imesea tet it,eff as a women...owneif small bsiness concern i 'ara„ r�aph i(c)�(il ofthis r�o��l�w��don-] The offeror represents as part of its oter that • - . /.- _ AT fkt- OM 01 641 AL 111i, ffFGH-G'nmrdrtGeS or NEW =10 . - -- - ■- 11= -• - /.i (ii) It[ ] is,[ ] is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (c)(4)(i) of this provision is accurate for each WOSB concern eligible under the WOSB Program participating in the joint venture. ["i'-tie otfsrorshall enter, the nal r� olmnarnies oi�e f t f 1013 i"iat nc eifi ible vn� der the �()S,!':�t Program and othei` sim-, It cip; ',,afin in the joint vertu,re,............................... ] Each INITIAL&_. w � LE55®R GOVNMENT GSA FORM 3518 PAGE 2 (REV 0412015) Exhibit C WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a separate signed copy of the WOSB representation. (5) Economically disadvantaged women -owned small business (EDWOSB) concern. t.�l�.tsin' i v�'M%:�d� con'cc:v Complete ala r,;a sr°orm rst rs asratert itM eit' ewd a imorr� en owned" small Thofferor representsas party r the i ft,;p�� pr"r-rparn in (c)() of this prolvision.] n rr as part of its offer that— (i) It [ ] is, [ ] is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and (ii) It [ ] is, [ ] is not a joint venture that complies with the requirements of 13 GFR part 127, and the representation in paragraph (c)(5)(i) of this provision is accurate for each EDWOSB concern participating in the joint venture. [77iv otfsrer shalt enter the raame or i c.. the ED'1A .)SB concern and othersrnait t,rusi'aesse s that are par icipati�np in th�r:iu Jo,irat venturew° Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation. (6) [ ;arn,pirrte or°r yr it the r,;ai sror reprrr rr¶nt it; stt a s a rmaatt rrsiraess crrrmcsrra i.n parapre,ph (r)() of ti°aio; prokrisaon.] The offeror represents as part of its offer that it is not a veteran -owned small business concern. (7) [tAompiets ora 'y i thy^ off6r�or repr w, entad itseit a*� a st'sran-owraeri snaaii hrr sinsss concern in 1:wra,prapt°a (c)() of this pro i'si'on,] The offeror represents as Earl of its offer that it [ ] is, [ ] is not a service -disabled veteran -owned small usiness concern. (8) pairagin.iph (r t tof this �prov si n ] The offeror represents, aspartof is offer' s that (i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR Part 126; and (ii) It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR Part 126, and the representation in paragraph (c)(8)(i) of this provision is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The offeror shall ente�r ,the names of ieach of the tAlB.7rme sniall bushiess, concerns parfic: pabng in the,HC./BZ. one lointentorel ,� r] Each HUBZone small business concern participating in the HD— joint venture shall submit a separate signed copy of the HUBZone representation. (d) Notice. (1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished. (2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a business concern that is small, HUBZone small, small disadvantaged, service - disabled veteran -owned small, economically disadvantaged women -owned small, or women -owned small eligible under the WOSB Program in order to obtain a contract to be awarded under the preference programs established pursuant to section 8, 9, 15, 31, and 36 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall— INITIALS: '�V m INITIALS' ..........� � LE550R GOVERNMENT GSA FORM 3518 PAGE 3 (REV 0412015) Exhibit C (i) Be punished by imposition of fine, imprisonment, or both; (ii) Bend dsubject to administrative remedies, including suspension and debarment; (iii) Be ineligible for participation in programs conducted under the authority of the Act. 2. 52.204-5 - WOMEN -OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (OCT 2014) (a) Definition. "Women -owned business concern," as used in this provision, means a concern that is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women. (b) Representation. [Complete only if the offeror is a women -owned business concern and has not represented itself as a small business concern in paragraph (c)(1) of FAR 52.219-1, Small Business Program Representations, of this solicitation.] The offeror represents that it [ ] is a women -owned business concern. 3. 52.222-22 - PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999) (Applicable when the estimated value of the acquisition exceeds $10,000) The Offeror represents that— (a) It [ ] has, [ ] has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; (b) It [ ] has, [ ] has not filed all required compliance reports; and (c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards. (Approved by OMB under Control Number 1215-0072.) 4. 52.222-25 - AFFIRMATIVE ACTION COMPLIANCE (APR 1984) (Applicable when the estimated value of the acquisition exceeds $10,000) The Offeror represents that— (a) It [ ] has developed and has on file, [ ] has not developed and does not have on file, at each establishment affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or (b) It [ ] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. (Approved by OMB under Control Number 1215-0072.) 5. 552.203-72 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT FEDERAL TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (DEVIATION) (OCT 2013) (a) In accordance with Sections 630 and 631 of Division C of the Consolidated Appropriations Act, 2012 (Pub. L. 112-74), and Section 101 of the Continuing Appropriations Act, 2014 (Pub. L. 113-46) none of the funds made available by the Continuing Appropriations Act, 2014 may be used to enter into a contract action with any corporation that— INITIALS ®& ............................. LESSOR GOVERNM "'NT GSA FORM 3518 PAGE 4 (REV 0412015) Exhibit C (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government, or (2) Was convicted, or had an officer or agent of such corporation acting on behalf of the corporation convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation or such officer or agent and made a determination that this action is not necessary to protect the interests of the Government. (b) The Contractor represents that— (1) hat (1) It is [ ] is not [ ] a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. (2) It is [ ] is not [ ] a corporation that was convicted, or had an officer or agent of the corporation acting on behalf of the corporation, convicted of a felony criminal violation under any Federal law within the preceding 24 months. - , ii L"48 W1111 (Applicable when the estimated value of the acquisition exceeds the simplified lease acquisition threshold) (a) The Offeror certifies that— (1) hat (1) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition, any consultation, communication, or agreement with any other Offeror or competitor relating to (i) those prices, (ii) the intention to submit an offer, or (iii) the methods or factors used to calculate the prices offered; (2) The prices in this offer have not been and will not be knowingly disclosed by the Offeror, directly or indirectly, to any other Offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by law; and (3) No attempt has been made or will be made by the Offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition. (b) Each signature on the offer is considered to be a certification by the signatory that the signatory— (1) Is the person in the Offerors organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) above; or (2) (i) Has been authorized, in writing, to act as agent for the following principals in certifying that those principals have not participated, and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) above [I n ert fulls inaurac of Ili u' cu°'o nu°w the Ci'ieiioii° oirgairriu alaou°� ire i� ansibbr frail'° d t u"ii'muiuii�uiiri the Il,:)iri ess cf'ielert 6u� thin Iiairi aair pucUac�aiw soar) the iillle of gnii� or Hier tua, siliioni irm the am i a10u11; INITIALS: & LESSOR GOVERNMENT .. GSA FORM 3518 PAGE 5 (REV 12015) Exhibit C (ii) As an authorized agent, does certify that the principals named in subdivision (b)(2)(i) above have notarticipated, and will not participate, in any action contrary to subparagraphs 1a)(1) through (a)(3) above; and (iii) As an agent, has not personally participated, and will not participate, in action contrary to subparagraphs (a)(1) through (a)(3) above. (c) If the Offeror deletes or modifies subparagraph (a)(2) above, the Offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure. 7. 52.203-11 - CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007) (Applicable when the estimated value of the acquisition exceeds $100,000) (a) Definitions. As used in this provision—"Lobbying contact" has the meaning provided at 1 (). The terms "agency," "influencing or attempting to influence, officer or employee of an agency," "person," "reasonable compensation," and "regularly employed" are defined in the FAR clause of this solicitation entitled "Limitation on Payments to Influence Certain Federal Transactions" @2 203-12). (b) Prohibition. The prohibition and exceptions contained in the FAR clause of this solicitation entitled "Limitation on Payments to Influence Certain Federal Transactions" -12), are hereby incorporated by reference in this provision, (c) Certification. The offeror, by signing its offer„ hereby certifies to the best of its knowledge and belief that no Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress,, or an employee of a Member of Congress on its behalf in connection with the awarding of this contract. (d) Disclosure. If any registrants under the Lobbying Disclosure Act of 1995 have made a lobbying contact on behalf of the offeror with respect to this contract, the offeror shall complete and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying Activities, to provide the name of the registrants. The offeror need not report regularly employed officers or employees of the offeror to whom payments of reasonable compensation were made. (e) Penalty. Submission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by 31 U.S.C. 1352,Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure required to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000, and not more than $100,000, for each such failure. 8. 52.208-5 - CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010) (Applicable when the estimated value of the acquisition exceeds the simplified lease acquisition threshold) (a) (1) The Offeror certifies, to the best of its knowledge and belief, that— (i) The Offeror and/or any of its Principals— (A) Are [ ] are not [ ] presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (13) Have [ ] have not [ ], within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes ...,. L EYSIR " GobERN INITIALS, NT GSA FORM 3518 PAGE 6 (REV 04/2015) Exhibit C relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks "have", the offeror shall also see -, if included in this solicitation); (C) Are [ ] are not [ ] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision; (D) Have [ ], have not [ ], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied. (1) Federal taxes are considered delinquent if both of the following criteria apply: (i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted. (ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. § 6212, which entities the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. § 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. § 6159. The taxpayer is making timely INITIALS: $ " LESSOR GOVERNMENT GSA FORM 3518 PAGE 7 (REV 0412015) Exhibit C payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment. (iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code). (ii) The Offeror has [ ] has not [ ], within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) "Principal," for the purposes of this certification, means an officer, director, owner, partner„ or a person having primary management or supervisory responsibilities within a business entity (e.g,,, general manager, plant manager; head of a division or business segment; and similar positions). This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious, or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001, Title 18, United States Code. (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, In good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. 9. 52.222-38 - COMPLIANCE WITH VETERANS' EMPLOYMENT REPORTING REQUIREMENTS (SEP 2010) By submission of its offer, the offeror represents that, if it is subject to the reporting requirements of 38 __ ._ 1 d (ie., if it has any contract containing Federal Acquisition Regulation clause 52.222-37, Employment Reports on Veterans), it has submitted the most recent VETS -100A Report required by that clause. 10. 52.225-20 - PROHIBITION ON CONDUCTING RESTRICTED BUSINESS OPERATIONS IN SUDAN—CERTIFICATION (AUG 2009) (a) Definitions. As used in this provision— "Business operations" means engaging in commerce in any form, including by acquiring, developing, maintaining, owning, selling, possessing, leasing, or operating equipment, facilities, personnel, products, services, personal property„ real property, or any other apparatus of business or commerce. "Marginalized populations of Sudan" means— INITIALS: dg -8 yw,, LES8C GOVERNMENT GSA FORM 3518 PAGE 8 (REV 0412015) (1) Adversely affected groups in regions authorized to receive assistance under section 8(c) of the Darfur Peace and Accountability Act (Pub. L. 109-344) ( . 1701 Do ); and (2) Marginalized areas in Northern Sudan described in section 4(9) of such Act. "Restricted business operations" means business operations in Sudan that include power production activities, mineral extraction activities, oil -related activities, or the production of military equipment, as those terms are defined in the Sudan Accountability and Divestment Act of 2007 (Pub. L. 110-174). Restricted business operations do not include business operations that the person (as that term is defined in Section 2 of the Sudan Accountability and Divestment Act of 2007) conducting the business can demonstrate (1) Are conducted under contract directly and exclusively with the regional government of southern Sudan; (2) Are conducted pursuant to specific authorization from the Office of Foreign Assets Control in the Department of the Treasury, or are expressly exempted under Federal law from the requirement to be conducted under such authorization; (3) Consist of providing goods or services to marginalized populations of Sudan; (4) Consist of providing goods or services to an internationally recognized peacekeeping force or humanitarian organization; (5) Consist of providing goods or services that are used only to promote health or education; or (6) Have been voluntarily suspended. (b) Certification. By submission of its offer, the offeror certifies that the offeror does not conduct any restricted business operations in Sudan. PROHIBITION ON • - ACTIVITIES O_ TRANSACTIONS -IRAN—REPRESENTATION CERTIFICATIONS (a) Definitions. As used in this provision— "Person"— (1) Means— (i) A natural person; (ii) A corporation, business association, partnership, society, trust, financial institution, insurer, underwriter, guarantor, and any other business organization, any other nongovernmental entity, organization, or group, and any governmental entity operating as a business enterprise; and (iii) Any successor to any entity described in paragraph (1)(4) of this definition; and (2) Does not include a government or governmental entity that is not operating as a business enterprise. "Sensitive technology"— (1) Means hardware, software, telecommunications equipment, or any other technology that is to be used specifically— (i) To restrict the free flow of unbiased information in Iran; or (ii) To disrupt, monitor, or otherwise restrict speech of the people of Iran; and INITIALS: & LESSOR GOVERN NT GSA FORM 3518 PAGE 9 (REV 0412015) Exhibit C (2) Does not include information or informational materials the export of which the President does not have the authority to regulate or prohibit pursuant to section 203(b)(3) of the International Emergency Economic Powers Act (50 U.S.C. 1702{b)(3)). (b) The offeror shall e-mail questions concerning sensitive technology to the Department of State at CISADIA1060state.aov. (c) Except as provided in paragraph (d) of this provision or if a waiver has been granted in accordance with 25.703-4, by submission of its offer, the offeror— (1) Represents, to the best of its knowledge and belief, that the offeror does not export any sensitive technology to the government of Iran or any entities or individuals owned or controlled by, or acting on behalf or at the direction of, the government of Iran; (2) Certifies that the offeror, or any person owned or controlled by the offeror, does not engage in any activities for which sanctions may be imposed under section 5 of the Iran Sanctions Act. These sanctioned activities are in the areas of development of the petroleum resources of Iran, production of refined petroleum products in Iran, sale and provision of refined petroleum products to Iran, and contributing to Iran's ability to acquire or develop certain weapons or technologies; and (3) Certifies that the offeror, and any person owned or controlled by the offeror, does not knowingly engage in any transaction that exceeds $3,000 with Iran's Revolutionary Guard Corps or any of its officials, agents, or affiliates, the property and interests in property of which are blocked pursuant to the International Emergency Economic Powers Act (50 U.S.C. 1701 et seq.) (see OFAC's Specially Designated Nationals and Blocked Persons List at MW—_//www— treasury ovlo cl sltl s (d) Exception for trade agreements. The representation requirement of paragraph (c)(1) and the certification requirements of paragraphs (c)(2) and (c)(3) of this provision do not apply if— (1) This solicitation includes a trade agreements notice or certification (e.g., 52.225-4. 2.2252.225-12,52.225-24, or comparable agency provision); and (2) The offeror has certified that all the offered products to be supplied are designated country end products or designated country construction material. 12. 52.204-3 - TAXPAYER IDENTIFICATION (OCT 1998) (a) Definitions. "Common parent," as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the Offeror is a member. "Taxpayer Identification Number (TIN)," as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the Offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number. (b) All Offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the IRS. If the resulting contract is subject to the payment reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the Offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. (c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the Offeror's relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the Offeror's TIN. INITIALS:-taiL 8 LESSOR GOVE NT GSA FORM 3518 PAGE 10 (REV 0412015) Exhibit C (d) Taxpayer Identification Number (TIN). [ ] TIN: [ ] TIN has been applied for. [ ] TIN is not required because: [ ] Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; [ ] Offeror is an agency or instrumentality of a foreign government; [ ] Offeror is an agency or instrumentality of the Federal government; (e) Type of organization. [ ] Sole proprietorship; [ ] Government entity (Federal, State, or local); j ] Partnership; [ ] Foreign government; [ ] 4; Corporate entity (not tax-exempt); [ ] International organization per 26 CFR 1.6049- [ ] Corporate entity (tax-exempt); [ ] Other (f) Common Parent. [ ] Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. [ ] Name and TIN of common parent: Name TIN 13. 52.204-6 – DATA UNIVERSAL NUMBERING SYSTEM NUMBER (JUL 2093) (a) Definition. "Data Universal Numbering System (DUNS) number", as used in this provision, means the 9 -digit number assigned by Dun and Bradstreet, Inc, (D&B) to identify unique business entities, which is used as the identification number for Federal Contractors. (b) The offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNS" or "DUNS+4" followed by the DUNS number or "DUNS+4" that identifies the offeror's name and address exactly as stated in the offer. The DUNS number is a nine -digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS number plus a 4 -character suffix that may be assigned at the discretion of the offeror to establish additional System for Award Management records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Rqft 32.1' ) for the same concern. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (1) An offeror may obtain a DUNS number— (i) Via the Internet at bA2./1fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Company legal business name. (ii) Tradestyle, doing business, or other name by which your entity is commonly recognized. (iii) Company physical street address, city, state and ZIP Code. (iv) Company mailing address, city, state and ZIP Code (if separate from physical). (v) Company telephone number, (vi) Date the company was started. VEI INITIALS; & LESSOR GO�"r GSA FORM 3518 PAGE 11 (REV 0412015) Exhibit C (vii) Number of empltoyees at your location. (viii) Chief executive officer/key manager. (ix) Line of business (industry). (x) Company Headquarters name and address (reporting relationship within your entity). Notwithstanding the above instructions, in addition to inserting the DUNS Number on the offer cover page, the Offeror shall also provide its DUNS Number as part of this submission: 15. SYSTEM FOR AWARD MANAGEMENT (APR 2015) The System for Award Management (SAM) is a centrally located, searchable database which assists in the development, maintenance, and provision of sources for future procurements. The Offeror must be registered in the SAM prior to Lease award, unless a later registration date is permitted by the RLP and Lease. The Offeror shall register via the Internet atsill .sa . ov. To remain active, the Offeror/Lessor is required to update or renew its registration annually. [ ] Registration Active and Copy Attached [ ] Will Activate Registration and Submit Copy to the Government Prior to Award [ ] Will Activate Registration and Submit Copy to the Government within 30 days after Lease Award (only applies to Disaster Leases using GSA Form 3517D) OFFEROR OR NAME, ADDRESS LEGALLY AUTHORIZED LL REPRESENTATIVE O 4 a Signature INITIALS, *LESORk= GV lhd TELEPHONE NUMBER w ,; , I Sk-7 Date GSA FORM 3518 PAGE 12 (REV 0412015) Exhibit D ADDENDUM to the System for Award Management (SAM) Request for Lease Dated of Leasehold REPRESENTAntOests in ReaIAND RP oFlpCerAtyTIer� NS (Acquisitions ProposAaisl Number �/1411 Complete appropriate boxes, sign the form, and attach to offer. The Offeror makes the following additional Representations. NOTE. The "Offeror, " as used on this form, is the owner of the property offered, not an individual or agent representing the owner. 1. ANNUAL REPRESENTATIONS AND CERTIFICATIONS FOR LEASEHOLD ACQUISITIONS (APR 2015) (a) (1) The North American Industry Classification System (NAILS) code for this acquisition is 531120, unless the real property is self -storage (#531130), land (#531190), or residential (#531110). (2) The small business size standard is 38.5 Million in annual average gross revenue of the concern for the last 3 fiscal years. (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b) The System for Award Management (SAM) is a centrally located, searchable database which assists in the development, maintenance, and provision of sources for future procurements. The Offeror, by signing this addendum, hereby certifies he is registered in SAM. [ ] Registration Active and Copy Attached 2. 552.203-72 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT FEDERAL TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (DEVIATION) (OCT 2013) (a) In accordance with Sections 630 and 631 of Division of the Consolidated Appropriations Act, 2012 (Pub. L. 112-74), and Section 101 of the Continuing Appropriations Act, 2014 (Pub. L. 113-16) none of the funds made available by the Continuing Appropriations Act 2014 may be used to enter into a contract action with any corporation that --- (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government, or (2) Was convicted, or had an officer or agent of such corporation acting on behalf of the corporation convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation or such officer or agent and made a determination that this action is not necessary to protect the interests of the Government. (b) The Contractor represents that— (1) hat (1) It is [ ] is not [ ] a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or GSA FORM 3518 -SAM PAGE 1 (04115) Exhibit D have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. (2) It is [ ] is not [ ] a corporation that was convicted, or had an officer or agent of the corporation acting on behalf of the corporation, convicted of a felony criminal violation under any Federal law within the preceding 24 months. OFFEROR OR NAME, ADDRESS (INCLUDING ZIP CODE) TELEPHONE NUMBER LEGALLY AUTHORIZED I L.. Li REPRESENTATIVE y , 1j L �� ____-- So nature Date GSA FORM 3518 -SAM PAGE 2 (04115) , �p m E E E E E E EI E E E 4 0 911 .6 0 �4 'n, : Wp V, "14 on 115 1112 Ird f M M M M i Ira M x! 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O iA m A IH to lif f V N N T O O r EO � b N [•1 � � � O C � O a r�op n aaoo � a m r T r w T T tli � Y OY Y9 M M h N pp�� A f� lit NR �V N3 M � N� Ol � Oi Lp '7 l°n fD b A n a. 9 N C i'J Ol l7 M M Pl 1ll m [9 ^ N �-p O O�pO aOa iNN; U a N CN) c N N N m 444;;;;444444 N N N N N N N lei N N N N N vv.Fva•ravvvrr•r r r w r T r r r r r r r r V m r a 2 9 g 4 0 R O- te r h f0 lNC1 lh N r M w m In V N r NO O �y N N N N N N N p N N N N N N [LV N N N N3l,, N N N N N N (V LCL 4 Q UJ 0 2 Ao III wh—j-4'&� . GENERAL SERVICES ADMINISTRATION SOLICITATION FOR OFFERS 5AK0363 2 STATEMENT DATE PUBLIC BUILDING SERVICE LESSO.15 ANNUAL COST STATEMENT 38, LEASED.: 4. BUILDING NAME AND ADDRESS (No., street, city. state, aFwj zip code) Kodiak Flahades Research Carder 301 Research Court SECTION I - ESTIMATED ANNUAL COST OF SERVICES AND UTILITIES FURNISHED BY LESSOR AS PART OF RENTAL CONSIDERATION SERVICES AND UTILITIES.. O. ENT USE N,LY �. A. CLEANING, 3ANrTOR AND/OR CHAR SERVICE 5. SALARIES 9ATJ Cal B. HEATING 8. SALARIES NUNN mi MAINTENANCE10. SYSTEM '! REPAIR I 11 CURRENT FOR lJGI4T AND POWER I 13. POWER FOR SPECIAL EQUIPMENT ! ., :, purposes)15. WATER (For aft �. ... / III E. AIR �': I .. ` LMLMES (Include electWty, Ifnat in C11) ELEVATORSIla. F. SALARIES (Operators, starters, etc) REPAIR120. 121, SYSTEM MAINTENANCE AND G. MISCELLANEOUS (To the extenr not included above) w I Y p Engineer and actual direct btd&hg labor costs for 2) Maintenance MecharJc 3)Seasonal Borough Employees 24. SOCIAL SECURITY TAX AND WORKMENS COMPENSATION ... 125 LAWN ! LANDSCAPINGMAINTENANCE.: ''..... M... :.N T.7. I , I ij 129.. REAL ESTATE. TAXES 3& 8U9LWNG MAINTENANCE RESERVES F)ft RF,,PLACLMEKT ++ I. c ;1 y M, SOGNATURF OWNER LEGALAGENT TYPED NAME AND -TITLE SIGNATURE wh—j-4'&� PROPOSAL TO LEASE SPACE Request for Lease Proposals (RLP) Number DATED: (Offer Good Until Award) —► 5AK0353 SECTION I - DESCRIPTION OF PREMISES 1 BUILDING Building Name Kodiak Research Fisheries Center 1b. Building Street Address 301 Research Court DESCRIPTION Ila. 1c. City Kodiak id. Stale AK 1e. 9 -digit ZIP Code 99615-6398 2. BUILDING SIZE'" 2a. General Purpose 2b. Warehouse 2c. Other 2d. Total Square Footage 2e. Total Building Parking (Entire Building) (Office) (Lab/Special Use) (2a+2b+2c) Structured 33,657 RSF RSF 33,657 RSF Surface 3. SPACE 3a. General Purpose (Office) 3b, Warehouse3c. Other (Lawspecnai use) 3d Total Square Footage 3e. Offered Reserved OFFERED (3a+3b+3c) Parking 25,332 RSF RSF 25,332 RSF Structured _34_ Surface 4. COMMON AREA 15,684 ABOA ABOJ 15,684 ABOA FACTOR (CAF) 1.615174201 SECTION II - RATES ?l f it 6.OFFERED RATES �JJ ��/ lir �itil��,✓'�/ � I �/ ' � � /,�„�l � � � 0 "psi Rate er Rale er Rent Component Annual P P ABOA Shell 185,867 7.3372414 11.850739 453,561 17.904666 28.918706 ,ill n, Operating Costs �� ,ter ,� ,,, , ... � ,,t . � l „� �, ,,., ..ti—A—m mmm� ,, ji �y« ��,, J �� f�I (( (�(�� j j �� . ortized Tenant r �1)l 11111111�+lrP, Ilr�� 41imorovemenls e. Total Annual Parking Cost f. Antenna/Roof g. Other -`Bond Payment 169,349 66851807 10.79756a Management Fee 60 000 2.3685457 3.8255547 h. Total 868,777 34 ..295633 55.392565 _J (e+b+c+d+e+f+g) 1. Enter here the principal amount and interest rate to amortize Tenant Improvements, and the principal amount and interest rates to amortize Building Specific Amortized Capital Items. Note Indicate any rate changes beyond the firm term: j. Additional Financial Aspects of the Lease Adjustment for Vacant Premises. $,,,,,,,,,,,,,,,,,,,,, 2.00-1 ................... per ABOA SF HVACOvertime Rate-, $ ............................. 0............................ per hour per zone 0 floor 0 space (choose one) For rates based on a "per zone' basis, provide the following: Number of zones in offered Space: Areas requiring 24 hour HVAC (IAN, etc) $ f9 pt r ABOA SF' ' Onllyy ,aplrllldet when mllhue ulvm veirgu nein+f. re uuilliret relloarrarme ruglGussllbuwdrsemrneusl for 24 hour WAC as desnrllhlned a aider Sectiliien I of true ll,epsse. t ulllo :ursslre„ iliirmu:Vunmt'e t:llnis n°r ,n Ilu mlVme rntnunrdat.i6mn,S a:eiroi„ ds u u e.r i°irtillfueif iu:uninllleur , eu;p,lmsu iim of P,Ilhe lllrt,uronse, Building's Normal Hours of HVAC Operation: 7.'INITIALLEASE TERM'(Full:Term) 8. RENEWALOPTIONS a. Number of Years b. Years Firm C. Number of Days Notkx for Government a. Shet! Rate 1 b. Years Each C. Nwnber of optims d. Number of Days Rol 710 Mill Bay Road Kodiak to Terminate Lease RSF I YR 99615-6398 13, BY SUBMITTING THIS OFFER, THE OFFEROR AGREES UPON ACCEPTANCE OF THIS PROPOSAL BY HEREIN SPECIFIED DATE, TO LEASE TO to Examiss Option 20 15 360 1 have read the RLP and its attachments in Its entirety and I am requesting no deviations. 14.Offeror's Interest in Property 7��IN]►`■ITO_1�1�1■®[Ol►`I�I�g7:Vik''111111`10IIRKS) Ll101b0[■10 9,. COMMISSIONS if a licaNe , ATTACH COMMISSION' AGREEMENT ad Tenant Representative Commission b. Owner's Representative Commission c. Schedule of Commission Payments % at lease award and % atoccupancy 10. SPECIFIC OFFERED INCENTIVES (4e,, free rent,, free space) 11,. ADDITIONAL REMARKS OR CONDITIONS WITH RESPECT TO THIS OFFER III •] 0 11!=61111U l:; .aI9ja\I<11M[@1;11M[el►®,3►lalal=1:41919[of ',%ICe]I 12. RECORDED OWNER a. Name b. Address C. City d. State e. ZIP + 4 Kodiak Island Borough 710 Mill Bay Road Kodiak AK 99615-6398 13, BY SUBMITTING THIS OFFER, THE OFFEROR AGREES UPON ACCEPTANCE OF THIS PROPOSAL BY HEREIN SPECIFIED DATE, TO LEASE TO THE UNITED STATES OF AMERICA, THE PREMISES DESCRIBED, UPON THE TERMS AND CONDITIONS AS SPECIFIED HEREIN, IN FULL COMPLIANCE WITH AND ACCEPTANCE OF THE AFOREMENTIONED RLP, WITH ATTACHMENTS. 1 have read the RLP and its attachments in Its entirety and I am requesting no deviations. 14.Offeror's Interest in Property ® Owner ❑ Agent ❑ Other 15. OFFEROR ED Check if same as Recorded Owner a. Ve tA� �-L 26a�5 b-7 `dtessn / L n �� (} r �'I #5 ITYOP[Ark d. 5taie e. ZIP l f. Title g. E -Mail Address h. Telephone Number M1C2(YV% M,4> ,4&15jk- bAGr4-!� r O GSA FORM 1364D (REV 09/14) i. Offeror's signature j. Date Signed GSA FORM 1364D INSTRUCTIONS NOTE: THE 1364D IS AVAILABLE AS A TABLE IN WORD (.DOC) FORMAT. OFFERORS ARE NOT LIMITED BY THE CELL SIZE AS THE DOCUMENT WILL EXPAND TO ACCOMMODATE ADDITIONAL INFORMATION AS NEEDED. IT IS EXPECTED THAT A COMPLETE OFFER MAY RESULT IN A 1364 THAT EXCEEDS THE 2 PAGE FORMAT PROVIDED. SECTION 1— DESCRIPTION OF PREMISES 1. BUILDING DESCRIPTION Block is Building Name If applicable, the Offeror should provide the building name of the proposed facility/building, to house the Govemmenl's space requirement. Block 1b Building Address The Offeror must provide the building street address of the proposed facility/building, to house the Government's space requirement. If an unimproved site is being offered, attach a site plan as detailed in the RLP. Block 1c Building City The Offeror must provide the name of the City the proposed facility/building is located. Block ld Building State The Offeror must provide the name of the State or US. Territory the proposed facilitylbuilding is located, Block 1e Building 9 -Digit ZIP Code The Offeror must provide the 9 -Digit United States Postal Service Zip Code for the address of the proposed facilitylbuilding. The 9 -Digit Zip Code can be found on the United States Postal Service Web Site either on http://zsp4 usms.conVAp4twe1cgme.htm or httn 6 .usos. „ m? 2. BUILDING SIZE Block 2a General Purpose (Office) If the building/facility offered is, or will be constructed as, a general-purpose office and/or retail facility, the Offeror must provide the total rentable square feel of space in the building being offered to house the Govemment's space requirement. Rentable space is the area for which a tenant is charged rent. The rentable square feet are determined by the building owner and agreed to by the Contracting Officer. The rentable space may include a share of building support/common areas such as elevator lobbies, building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The rentable space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Block 2b Warehouse If the building/facility offered was, or will be, constructed as a warehouse, the Offeror must provide the total rentable square feet of space in the building being offered to house the Government's space requirement. Block 2c Other If the building/facility offered was, or will be, constructed with Lab or Special Use space, the Offeror must provide the total rentable square feet of space in the building being offered to house the Government's space requirement. Block 2d Total Square Footage The purpose for this block is 10 quantity the total square footage in the offered building. This line should equal the sum of 2a, 2b and 2c. Block 2e Total Parking The Offeror shall provide the number of parking spaces for the entire building/faciiily, which are under the control of the Offeror. If the offered building shares parking with neighboring buildings, the Offeror is requested to give the total number of surface and/or structured parking available along with the total number of parking spaces surface and/or structured allocated to the offered building. 3. SPACE OFFERED Block 3a General Purpose (Office) If the building/facility offered is, or will be constructed as, a general-purpose office and/or retail facility, the Offeror must provide the total rentable square feet and ANSI BOMA Office Area square feet of space being offered to house the Government's space requirement. GSA FORM 1364D (REV 09/14) Rentable space is the area for which a tenant is charged rent. The rentable square feet are determined by the building owner and agreed to by the Contracting Officer. The rentable space may include a share of building supporl/common areas such as elevator lobbies, building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The rentable space does not include vertical building penetrations and their enclosing Willis, such as stairs, elevator shafts, and vertical ducts. The Government recognizes the American National Standards Institute/Building Owners and Managers Association (ANSIBOMA) intemalional standard (Z65.1-1996) definition for Office Area. ANSIIBOMA Office Area square feet shall be computed by measuring the area enclosed by the finished surface of the room side of corridors (corridors in place as well as those required by local codes and ordinances to provide an acceptable level of safety and/or to provide access to essential building elements) and other permanent walls, the dominant portion (refer to Z65.1) of building exterior walls, and the center of tenant -separating partitions. Where alcoves, recessed entrances, or similar deviations from the corridor are present, ANSIBOMA Office Area square feet shall be computed as if the deviation were not present. Block 3b General Purpose (Warehouse) If the building/facility offered was, or will be, constructed as a warehouse, the Offeror must provide the total rentable square feet of space being offered to house the GovemmenCs space requirement. Block 3c Other If the building/facility offered was, or will be, constructed with Lab or Special Use space, the Offeror must provide the total rentable square feet of space being offered 10 house the Government's space requirement. Block 3d Total Square Footage The purpose for this block is to quantify the total square footage being offered to the government. This line should equal the sum of 3a, 3b and 3c. Block 3e Offered Reserved Parking The Offeror shall provide the number of structured and surface parking spaces that are being offered to the government. Block 4 C.A.F. The Offeror must provide the Common Area Factor (a conversion factor(s) determined by the building owner and applied by the Offeror to the ANSI/BOMA Office Area square feet to determine the rentable square feel for the offered space). The equation is rentable square feet divided by ANSIBOMA Office Area square feet. If the space offered is on multiple floors and does not have a single common area factor because of changes in floor design due to building architecturelbuilding systems or due to full floor and partial floor occupancy under the same lease proposal, the Government requests the common area factors itemized by location and by floor. If the offer is the successful offer, the Government, on a case-by-case basis, may request to have one common area factor, which would be the blended/averaged common area factor, This blended/averaged common area factor may be placed on contract documents, for Internal Government purposes. If the product of rentable square feet divided by ANSIBOMA Office Area square feet does not round evenly, the Government requests that the result be provided up to 9 decimal places. SECTION II — RATES S. EXISTING LEASE This section pertains to the existing GSA lease and is to be completed by the government. This information is intended to provide a basis for the offeror when considering their new offered rates. 6. OFFERED RATES Block 6a Shell Slate the rental consideration required to provide the shell space and other improvements as defined in the RLP. Block 6b Operating The Offeror must provide any and all services, utility expenses, excluding ownership and managerial costs, on a first lease year rentable square fool basis. If an offeror proposes set changes in rent for operating costs rather than using the operating cost adjustment paragraph in the RLP or Lease, indicate changes in operating costs and the number of years each rate is in effect. Block 6c Amortization of Tenant Improvements State the annual rent and psf rates to amortize any tenant improvements identified in the RLP. The Offeror is reminded that tenant improvements shall provide for all alterations for the government -demised area above the building shell build -out. Block 6d Building Specific Amortized Capital State the annual rent and psi rates to amortize the costs of Building Specific Amortized Capital costs. They must be priced separately from any tenant improvements. Block 6e Total Annual Parking Cost The Offeror shall state whether the offered rental rale(s) above include parking costs. If not, provide the annual cost per space for structured and surface parking spaces. GSA FORM 1364D (REV 09/14) Block 6f Antenna/Roof The Offeror shall state whether the offered rental rate(s) above Include antennafroof costs. If not, provide the annual cost for use of the roof. Block 6g Other The Offeror shall include any additional costs not identified in boxes 6a — 6f in this box. Block 6h Total This line should equal the sum of 6a — 6g. Block 61 Enter the principal amounts and interest rates for amortization of Tenant Improvements and Building -Specific Amortized Capital requirements. Note:The Offeror must provide any additional information that impacts the offer here. Provide additional pages as necessary. Block 6J Additional Financial Aspects of the Lease Various paragraphs of the RLP discuss the items listed below. So that the offer fully addresses these issues, provide the following information: the proposed rental adjustment for vacant premises; normal hours of operation for HVAC the overtime HVAC rate; rate for areas requiring 24 hour HVAC (per RLP requirements such as LAN rooms, etc.), when Lease indicates that these costs will be paid separately by the occupant agency. A*#]I[@]►I[fdl40Ili Block 7a Number of Years for Initial Term The Offeror is requested to confirm that the total initial term of the proposal is consistent with the Solicitation for Offers and its attachments. Block 7b Years Firm The Offeror is requested to confirm that the firm term portion of the total initial term of the proposal is consistent with the Solicitation for Offers and its attachments. Block 21a may be the same as Block 21 b, as defined by the Solicitation for Offers and its attachments. Block 7c Days Notice to Terminate If the Solicitation for Offers requires, or if the Offeror provides termination rights during the term of the proposed lease, the Offeror must provide the number of days notice required for the Government to terminate the proposed lease. Block Ba Renewal Option Shell Rate If the Solicitation for Offers requires a renewal option, the renewal options will be evaluated in accordance with the Solicitation for Offers. Block 22a requests the shell rale per rentable square foot proposed by the Offeror. The Offeror is reminded that the Government anticipates that the tenant build -out will be fully amortized at the end of the firm term. Any desired rent increases or decreases should be reflected in the shell rate and fully explained as part of this written proposal. If the Offeror submits an unsolicited renewal option, the Offeror understands that even if his/her offer is the suc oessful offer the Contracting Officer, may choose not to incorporate the renewal option into the lease language. Please note procurement and appropriation regulations may prevent GSA from Incorporating a renewal option Into the lease agreement and may prevent GSA from ultimately exercising a renewal option written into the lease agreement. Block 8b Renewal Option—Years Each The Offeror is requested to confirm that the renewal term of the proposal is consistent with the Solicitation for Offers and its attachments. If the Solicitation for Offers requested more than one renewal term, the Offeror is requested to confirm that the renewal terms of the proposal are consistent with the Government's requirement. Block Be Number of Renewal Options The Offeror is requested to confirm that the number of renewal option periods reflected in this proposal is consistent with the Solicitation for Offers and its attachments. Block Bd Days Notice to Exercise Renewal Options If the Solicitation for Offers requires a renewal option, the number of days notice required to exercise the renewal option is requested. The Solicitation for Offers may specify a number of days notice as determined by the Contracting Officer. Otherwise, the number of days notice should be reasonable and in accordance with market conditions. GSA FORM 1364D (REV 04/14) SECTION IV — ADDITIONAL TERMS AND CONDITIONS Block 9a Tenant Representative Commission If GSA uses an authorized Realty Company as Its official tenant representative, the Offeror must provide the total percentage of commission allocated in the proforma, for this proposal, to the tenant mpmsentativeltenant broker. This information is necessary to measure the national broker contract program results. The General Services Administration (GSA) may designate an authorized Realty Company as the Government's representative, While a GSA Contracting Officer must execute the lease agreement, the authorized Realty Company will be entitled to the tenant representative/tenant broker commission„, which is a common commercial real estate business practice. Such commission shall be payable to the authorized Realty Company in the form of a check due in accordance with local laws and customs but no later than the lease commencement date. Under the terns of the contract between GSA and the authorized Realty Company, the authorized Realty Company will forego a certain percentage previously agreed to by the authorized Realty Company. The Offeror will apply the percentage foregone by the authorized Realty Company as a credit to the Shell Rent of the lease (herein, commission credit). Said credit will ultimately be reflected in a reduction to the shell rent on the Standard Form 2, entitled "U.S Government Lease for Real Property..” The Solicitation for Offers will state the percentage forgone by the authorized Realty Company For purposes of the price evaluation, any commission credits shall be treated as a lump sum credit and will be evaluated in accordance with the procedures established in the "Price Evaluation' paragraph in the SUMMARY section of the Solicitation for Offers. The commissions paid to the GSA authorized Realty Company, as direct payment, will not be applied to the present value analysis. A proforma is defined as the ownerships' projected financial analysis on their income and expenses in determining their proposal to the Government Block 9b Owners Representative Commission If GSA uses an authorized Realty Company as its official tenant representative, the Offeror must provide the total percentage of commission allocated in the proforma„ for this proposal, to the owners representative/owner's broker. This block is to gather information and measure the national broker contract program results. Block 9c Schedule of Commission Payments If GSA uses an authorized Realty Company as its official tenant representative, the Offeror must provide the schedule of commission payments as allocated in the proforma, for this proposal. Under the terms of the contract between GSA and the authorized Realty Company, the authorized Realty Company will forego a certain percentage referenced above as the commission credit as part of the Realty Companies contract with GSA. The remaining commission shall be payable to the authorized Realty Company in the form of a check due in accordance with local laws and customs but no later than the lease commencement date. This block is to gather information on the timing of commission payments to measure the national broker contract program results. Block 10 Specific Offered Incentives The Offeror is requested to describe any incentives included in their offer such as free rent or free space. Block 11 Additional Remarks or Conditions with respect to this offer The Offeror must provide any additional information that impacts the offer. Provide additional pages as necessary. SECTION V — OWNER IDENTIFICATION AND CERTIFICATION Block 12 Recorded Owner The Offeror must provide the name and full address of the recorded owner of the property proposed in response 10 the Government's requirement. Block 13 Agreement to Lease to the United States By submitting this offer, the Offeror agrees upon acceptance of this proposal by the herein specked dale, to lease to the United Stales of America, the premises described, upon the terms and conditions as specified herein, in full compliance with and acceptance of the aforementioned Solicitation for Offers, with attachments. Block 14 Offeror's Interest in the Property The Offeror must identify their interest in the property, whether they have an ownership interest, they are an agent, or some other relationship to the property being proposed in response to the Government's requirement. If the Offeror is an agent, provide a copy of the agency agreement indicating control of the property. Block 15 Offeror Information The proposal must include the Offeror's name, title, address, email address, phone, signature and date of signature. The Contracting Officer may request an authority to represent letter from the ownership identifying the Offeror as his/her official representative. Refer to the Parties to Execute Lease clause in the Solicitation Provisions (GSA Form 3516) for additional information that will be required prior to any lease execution. GSA FORM 1364D (REV 09/14) n r�tvr., 1- Ir- Qn GENERAL SERVICES ADMINISTRATION PUBLIC BUILDINGS SERVICE LEASE AMENDMENT No.1 TO LEASE NO. GS•10P•LAK07482 Bldg. # AK3331ZZ LEASE AMENDMENT ADDRESS OF PREMISES KODIAK ISLAND NOAA BLDG 301 Research Court Kodiak. AK 996156398 THIS AGREEMENT, made and entered Into this date by and between Kodiak Island Borough whose address Is: Office of the Borough Manager, 710 Mil Bay Road, Kodiak, AK 996156398 hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government: —sq WHEREAS, the parties hereto desire to amend the above Lease to correct Paragraph 2.07 OPERATING COSTS ADJUSTMENTS. NOW THEREFORE, these parties for the considerations hereinafter mentioned covenant and agree that the said Lease is amended, effective August 4, 2017 as follows: Paragraph 2.07 shall be deleted In its entirely and replaced with the below paragraph: 2.07 OPERATING COSTS ADJUSTMENT (JUN 2012) A. The Operating Cost Base will be the same for the first three (3) years of the lease, subject to paragraph D. These costs are costs for cleaning services, supplies, material, maintenance, trash removal, landscaping, elevators, water, sewer charges, healing, air conditioning, electricity and Insurance (hazard, liability, etc.) and salaries for the following positions 1) Building Engineer and actual labor costs for 2) Maintenance Mechanic and 3) Seasonal Borough Employees which are directly aldbutWe to occupancy. b B. Each year the Lessor is required to submit to GSA the GSA Form 1217 reflecting the Operating Costs for the year no later than December 31°x. The parties will schedule a meeting within 30 days after the submission of the Operating Costs to reconcile and accept the GSA Form 1217 by Lease Amendment. The address to submit the GSA Form 1217 Is Leasing Division, Alin: Leasing Branch Chief, 400 SW 15s' SI, Auburn, WA 98001. This Lease Amendment contains 3 pages. All other terms and conditions of the lease shall remain in farce and effect. IN WITNESS WHEREOF, the parties subscribed their names as of the below dale. FOR THE LESSOR: Signature. Name: Title: Entity Name: Dale: WITNESSED FOR THE LESSOR Signature: Name: _. Title: _ Date: FOR THE GOVERNEt�: L,( Signature: �N@@me: Michael O'Brien \ - 1 : Lease C nlracling Officer 77 GSA, Pu tic ulidings 5ervice /U 117 15) 0/1 �1YI,No a M. Javier, MMC, Boraugh lerk Kodiak Island Borough Lease Amendment Form 09112 i Lease Amendment No. I — GS-IOP-LAK07482 PAGE lora C. The Operating Costs area pass-through. The lease is divided into a series of adjustment periods beginning with a three year followed by three (5) year and a two year adjustment period. Subject to paragraph D, the Operating Cost Base will remain the same for the first adjustment period. The Operating Costs (from the officially accepted GSA Form 1217's) from the first period will be averaged. (X =Total Operating Costs/adjustment period length) At the end of the first three year adjustment period, the difference between the average Operating Costs and the annual Operating Cost Base will be divided by the next adjustment length to determine the variance. (Y=(Operating Costs average- annual Operating Cost Base)/Next adjustment length) The variance plus the average of the Operating Costs equals the New Operating Cost Base. (X+Y = New Operating Cost Base) The same process will continue for the next adjustment periods (years 9-13 and 14-18 and 19-20) Years 19 and 20 will result In a difference that will be paid lump sum by the owing party. All Operating Cost Base changes will be made by Lease Amendment with the effective date at the start of each adjustment period. An example of the process follows below. Example Operating Cost: Actual -1217 Base Variance 4/1/2016-3/31/2017 5505,000 5 500,000 $5,000 4/1/2017-3/31/2018 5505,000 $ 500,000 $5,000 4/1/2018 - 3/31/2019 Totals Average (total/3) Annual recoup amount (total variance/ 5 years) New base (effective 4/1/2019) $5111000 $ 500,000 $11,000 $1,521,000 $ 1,500,000 $21,000 $507,000 $4,200 $511,200 Operating Cost: Actual -1217 Base Variance 4/1/2019-3/31/2020 $512,000 $ 511,200 $800 4/1/2020-3/31/2021 $530,000 $ 511,200 $18,800 4/1/2021-3/31/2022 $518,000 $ 511,200 $6,800 4/1/2022.3/31/2023 $522,000 $ 511,200 $10,800 4/1/2023-3/31/2024 $530,000 $ 511,200 $18,800 Totals $2,612,000 $ 2,556,000 $56,000 Average (total/3) $522,400 Annual recoup amount (total variance/5 years) $11,200 New base (effective 4/1/2024) $533,600 D. If the Operating Costs increase or decrease by more than 25% cumulative within an adjustment period, the difference will be reimbursed or credited at 046 interest and adjusted by negotiation and Lease Amendment with an effective date of April 1" following submission of the GSA Form 1217. INITIALS e 6 10 LESSOR GOVT Lease Amendment Form 07112 E. Adjustment Periods. Lease AmereYnent No. t - GS-IOP-LAK07462 PAGE 3013 IMTW.S lf 8 It" LESSOR GOVT Leese Amendment Form 07rt2 Adjustment Period 1 YRS 4/1/2016-3/31/2017 YR 2 4/1/2017 -3/31/2018 YR3 4/1/2018-3/31/2019 Firm Term Adjustment Period YR4 4/1/2019-3/31/2020 YRS 4/1/2020-3/31/2021 YR6 4/1/2021-3/31/2022 YR7 4/1/2022-3/31/2023 YR 8 4/1/2023 - 3/31/2024 Adjustment Period 3 YR 9 4/1/2024 - 3/31/2025 YR 10 4/1/2025-3/31/2026 YR 11 4/1/2026-3/31/2027 YR 12 4/1/2027-3/31/2028 YR 13 4/1/2028 - 3/31/2029 Non -Firm Term Adjustment Period 4 YR 14 4/1/2029-3/31/2030 YR 15 4/1/2030-3/31/2031 YR 16 4/1/2031-3/31/2032 YR 17 4/1/2032-3/31/2033 YR 18 4/1/2033-3/31/2034 Adjustment Period YR 19 4/1/2034-3/31/2035 YR 20 4/1/2035-3/31/2036 Lease AmereYnent No. t - GS-IOP-LAK07462 PAGE 3013 IMTW.S lf 8 It" LESSOR GOVT Leese Amendment Form 07rt2