1OR2098 US Courts Medford OR - RLP Amendment 5 -11.2.23.pdf

Amendment Number 5 Request for Lease Proposals No. 1OR2098

United States Courts, USMS, USAO, Senate – Medford, OR November 2, 2023

Please refer to Request for Lease Proposal No. 1OR2098 and Lease #GS-10P-LOR00444 that solicits lease proposals for space in Medford, OR.

RLP paragraphs 1.06A, 1.08G, 1.13, 3.06 S, and 4.10A, L100 paragraphs 1.03E, 2.07 C7, 3.45, 3.47, 3.48, 3.49, 4.05K, 6.02B, and 6.04, and Exhibit E, GSA Form 3517B, are hereby deleted and replaced with this RLP Amendment.

Changes are listed here for convenience as follows (changes bolded):

RLP (R100) CHANGES:

1.06 LIST OF RLP DOCUMENTS (OCT 2022)

A. The following documents are attached to and included as part of this RLP package:

DOCUMENT NAME NO. OF PAGES EXHIBIT

Lease No. GS-10P-LOR00444 (Template L100) 45 A

Reserved B

Agency’s Requirements Reserved C

Security Requirements for Level IV 12 D

GSA 3517B, General Clauses 21 E

DOL Wage Determination 8 F

GSA Form 3516, Solicitation Provisions 6 1

GSA Form 1217, Lessor's Annual Cost Statement 3 2

Proposal to Lease Space (GSA Form 1364) 4 3

GSA Form 12000 for Prelease Fire Protection and Life Safety Evaluation for an Office Building (Part A or Part B) (See Section 3 for applicable requirements)

6 4

FAR 52.204-24, Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment

4 5

GSAR 552.270-33 Foreign Ownership and Financing Representation for High Security Leased Space

4 6

Broker Commission Agreement 4 7 Past Performance Reference Checks – Forms SF330-21 Resume Format 14 8

Seismic Offer Forms 8 9

Pre-NEPA Questionnaire 1 10

FAR Clause 52.204-27 2 11 Delineated Area with City Center highlighted 1 12

Past Performance Reference Checks 3 13

1.08 LEASE DESCRIPTION (OCT 2021)

G. Offerors are advised that doing business with the Government carries special responsibilities with respect to sustainability, fire protection and life safety, and security, as well as other requirements not typically found in private commercial leases. These are set forth both in the lease template and in the GSA 3517B and will be made part of the Lease.

1.13 AUTHORIZED REPRESENTATIVES (OCT 2020)

With respect to all matters relating to this RLP, only the Government's LCO designated below shall have the authority to amend the RLP and award a Lease. The Government shall have the right to substitute its LCO by notice, without an express delegation by the prior LCO.

Lease LCO:

Frances Manning frances.manning@gsa.gov

As to all other matters, Offerors may contact the Alternate Government Contact designated below.

Alternate Government Contact:

Nikki French 720 291 2045 nicole.french@gsa.gov

United States Courts, USMS, USAO, Senate – Medford, OR November 2, 2023

3.06 ADDITIONAL SUBMITTALS (OCT 2022)

S. For projects 10,000 RSF and above, the Offeror must provide documentation of the proposed LEADERSHIP IN

ENERGY AND ENVIRONMENTAL DESIGN FOR NEW CONSTRUCTION (LEED-NC) credits for Silver level certification. For

LEED, this documentation is the LEED-NC scorecard. Along with the proposed scorecard or checklist, the Offeror shall submit a brief statement outlining how each of the proposed credits will be achieved. If pursuing LEED-NC, the Offeror must identify the USGBC LEED Accredited Professionals (APs) as team members, including their roles throughout the project.

4.10 Award (OCT 2022)

A. To document the agreement between the parties, the successful Offeror and the GSA LCO will execute a Lease prepared by GSA, which incorporates the agreement of the parties. The Lease shall consist of the following:

1. Lease No. GS-10P-LOR00444 and any associated Lease amendments.

2. GSA 3517B, General Clauses.

3. The pertinent provisions of the offer.

4. Floor plans of the offered Space.

5. GSAR 552.270-33, Foreign Ownership and Financing Representation for High Security Leased Space.

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LEASE (L100) CHANGES:

1.03 RENT AND OTHER CONSIDERATION (OCT 2022)

E. Rent is subject to adjustment based upon a mutual on-site measurement of the Space upon acceptance, not to exceed 35,213 ABOA SF based upon the methodology outlined under the “Payment” clause of GSA 3517.

2.07 REAL ESTATE TAX ADJUSTMENT (JUN 2012)

C. 7. In order to obtain a tax adjustment, the Lessor shall furnish the LCO with copies of all paid tax receipts, or other similar evidence of payment acceptable to the LCO, and a proper invoice (as described in GSA 3517, General Clauses, 552.270-31, Prompt Payment) for the requested tax adjustment, including the calculation thereof. All such documents must be received by the LCO within 60 calendar days after the last date the real estate tax payment is due from the Lessor to the Taxing Authority without payment of penalty or interest. FAILURE TO SUBMIT THE PROPER INVOICE AND EVIDENCE OF PAYMENT WITHIN SUCH TIME FRAME SHALL CONSTITUTE A WAIVER OF THE LESSOR’S RIGHT TO RECEIVE A

TAX ADJUSTMENT PURSUANT TO THIS PARAGRAPH FOR THE TAX YEAR AFFECTED.

3.45 SECURITY FOR NEW CONSTRUCTION (OCT 2022)

A. DESIGN-BASIS THREAT – The Design-Basis Threat (DBT) is the profile and estimate of the threats to a Government facility across a range of specific undesirable events and serves as the basis for determining appropriate security standards. The Lessor’s technical consultant(s) shall work in conjunction with the Government, including the Federal Protective Service (FPS), to apply the DBT to the post-award risk assessment. The risk assessment identifies recommended countermeasures and security design features that achieve the minimum baseline level of protection for a particular facility. The baseline level of protection may be further customized to address facility-specific conditions. The Lessor is responsible for providing countermeasure provisions outlined in the attached FSL document, as well as for additional items identified during the post-award risk assessment. Any additional countermeasures identified during this assessment shall be priced as BSAC.

B. Prior to occupancy, the Lessor shall provide a written certification from a licensed professional engineer with formal training in structural dynamics and experience with accepted blast resistant design, verifying that the Building conforms to a minimum of:

1. Window glazing, with a performance condition appropriate to the identified Facility Security Level.

2. Setback distance, measured from the face of the Building's exterior to the protected/defended perimeter (i.e., any potential point of explosion). This means the distance from the Building to the curb or other boundary protected by bollards, planters or other street furniture. Such potential points of explosion may be, but are not limited to, such areas that could be accessible by any motorized vehicle (i.e., street, alley, sidewalk, driveway, parking lot).

3. Lobbies, mailrooms, and loading docks shall not share a return-air system with the remaining areas of the Building. The Lessor shall provide lobby, mailroom, and loading dock ventilation systems' outside air intakes and exhausts with low leakage, fast acting, isolation dampers that can be closed to isolate their systems. Dedicated HVAC shall be required for mailrooms only when the Government specifically requires a centrally operated mailroom. On Buildings of more than four stories, air intakes shall be located on the fourth floor or higher. On Buildings of three stories or less, air intakes shall be located on the roof or as high as practical. Locating intakes high on a wall is preferred over a roof location.

4. Blast Resistance Requirements

United States Courts, USMS, USAO, Senate – Medford, OR November 2, 2023

a. Façade and Structure: Lessor shall use a combination of setback, site planning, façade hardening, and structural measures to provide a medium level of façade protection.

b. Progressive Collapse: For buildings higher than 3 stories, Lessor shall use a combination of the following measures in accordance with the post-award DBT analysis, to prevent progressive collapse or the loss of any single exterior column or load-bearing wall: setback, site planning, façade hardening, and structural measures. Interior columns shall also be considered in buildings with an uncontrolled lobby.

c. Underground Parking: Lessor shall limit air blast injuries in occupied areas with under-building parking in accordance with the post-award DBT analysis, by utilizing hardening and venting methods. Significant structural damage to the walls, ceilings, and floors of the parking area may occur, however, the occupied areas above should not experience severe damage or collapse.

3.47 FIRE PROTECTION FOR NEW CONSTRUCTION (APR 2015)

A. The new Building shall be protected throughout by an automatic fire sprinkler system designed in accordance with the National Fire Protection Association (NFPA) 13, Installation of Sprinkler Systems (current as of the Lease Award Date).

B. When an electric fire pump is provided to support the design of the fire sprinkler system, a secondary power source shall be provided to the fire pump by a standby emergency generator or another means acceptable to the Government.

C. The fire alarm system installed shall be an emergency voice/alarm communication system when any one of the following conditions exist:

1. The Building is 2 or more stories in height above the level of exit discharge.

2. The total calculated occupant load of the Building is 300 or more occupants.

3. The Building is subject to 100 or more occupants above or below the level of exit discharge.

The emergency voice/alarm communication system shall be designed and installed to meet the requirements of NFPA 72 (current as of the Lease Award Date).

3.48 GREEN BUILDING RATING CERTIFICATION FOR NEW CONSTRUCTION (OCT 2016)

A. Within 12 months of occupancy, the Lessor shall obtain certification at the Silver level from the U.S. Green Building Council

(USGBC) -- LEED-NC program. For requirements to achieve the Silver certification, Lessor must refer to the latest version at the time of submittal of the LEED-NC Reference Guide (at HTTP://WWW.USGBC.ORG/). At completion of all documentation and receipt of final certification, the Lessor must provide the Government two electronic copies on compact disks, flash drives, or appropriate electronic media of all documentation submitted to USGBC. Acceptable file format is Adobe PDF from the LEED–Online workspace and templates. In addition, the Lessor will provide the Government viewing access to the LEED-Online workspace during design and through the term of the Lease.

B. Prior to the end of the first year of occupancy, if the Lessor fails to achieve LEED Silver certification, the Government may assist the Lessor in implementing a corrective action program to achieve a LEED Silver certification and deduct its costs (including administrative costs) from the rent.

C. Within 24 months of obtaining certification at the Silver level from the USGBC LEED-NC program, the Lessor shall also obtain LEED Zero Energy certification from the USGBC. For requirements to achieve the LEED Zero Energy, Lessor must refer to the latest version of the LEED Zero Program Guide at the time of submission (at HTTP://WWW.USGBC.ORG/). The lessor must provide electronic PDF copies of all documentation submitted to the USGBC at the time of submission. The lessor must also provide the approved certification within 5 days of receipt from the USGBC. In addition, the Lessor will provide the Government viewing access to the LEED-Online workspace during design and through the term of the Lease.

D. The Lessor must submit performance data to USGBC annually to maintain the building’s LEED Zero Energy certification. The Lessor must recertify the building for LEED Zero Energy every three years for the duration of the lease. At completion of all documentation and receipt of each recertification, the Lessor must provide the Government an electronic PDF copy of all documentation submitted to USGBC and proof of recertification approval.

E. Prior to the end of the three years of occupancy, if the Lessor fails to achieve a LEED Zero Energy certification, the Government may assist the Lessor in implementing a corrective action program to achieve a LEED Zero Energy certification and deduct its costs (including administrative costs) from the rent.

3.49 GREEN BUILDING RATING CERTIFICATION FOR TENANT INTERIORS (OCT 2016)

A. The tenant Space must meet the requirements of LEED–ID+C--Leadership in Energy and Environmental Design for Interior Design and Construction at the Certified level, at a minimum. The Lessor, at the Lessor’s expense, shall obtain certification from the

USGBC (for LEED) within 9 months of occupancy. For requirements to achieve certification, Lessor must refer to latest version at the time of submittal of the LEED–ID+C Reference Guide (at HTTP://WWW.USGBC.ORG/). At completion of all documentation and receipt of final certification, the Lessor must provide the Government two electronic copies on compact discs of all documentation submitted to the USGBC. Acceptable file format is Adobe PDF copied to disc from the LEED–Online workspace.

http://www.usgbc.org/ https://www.usgbc.org/programs/leed-zero http://www.usgbc.org/

United States Courts, USMS, USAO, Senate – Medford, OR November 2, 2023

In addition, the Lessor will provide the Government viewing access to the LEED–Online workspace as applicable during design and through the term of the Lease.

B. Prior to the end of the first 9 months of occupancy, if the Lessor fails to achieve LEED certification, the Government may assist the Lessor in implementing a corrective action program to achieve LEED certification and deduct its costs (including administrative costs) from the rent.

C. Any Building shell modifications necessary for the Space to meet the requirements of LEED–ID+C certification, shall be noted and incorporated into the construction documents and shall be included as part of the Building shell costs. The Lessor must coordinate TI and shell requirements as necessary to meet the certification.

4.05 GREEN LEASE SUBMITTALS (OCT 2021)

K. INTENTIONALLY DELETED

6.02 UTILITIES (OCT 2022)

B. The Building operating plan shall conform with the 2021 International Energy Conservation Code (IECC) and the 2019 ASHRAE Standard 90.1. These standards specify energy conservation requirements for mechanical systems, building envelope efficiency, insulation, and lighting. More information on this Department of Energy rule can be found at:

HTTPS://WWW.ENERGY.GOV/.

6.04 GSAR 552.270-99 LESSOR REPORTING OF GREEN BUILDING EFFICIENCY (SEP 2023)

(a) For leases that are 25,000 rentable square feet (RSF) or greater where the Federal Government occupies 75% or more of the total building, the Lessor shall annually report the building performance information for energy consumption, greenhouse gas emissions, and water usage.

(b) Reporting Location. The Lessor shall report the required information in the Environmental Protection Agency (EPA) Portfolio Manager Tool at https://portfoliomanager.energystar.gov/pm, or any successor tool. Additional information on the reporting tool can be found at https://www.gsa.gov/ucr.

(c) Reporting Timeline. All required disclosure information shall be reported for each year of the lease, beginning with the first full calendar year of the lease term. All disclosure data for the previous full calendar year must be reported no later than March 31st of the following year.

(d) Reporting Elements.

(1) Energy Consumption. The Lessor shall annually report the total amount of monthly energy consumption (e.g., grid electricity, onsite renewable electricity, natural gas, district steam) and other energy (e.g., bulk fuels) consumed by the entire building to the EPA Portfolio Manager Tool at https://portfoliomanager.energystar.gov/pm, or any successor tool.

(2) Greenhouse Gas Emissions. The EPA Portfolio Manager Tool will use the energy consumption information entered to automatically calculate total, direct, and indirect greenhouse gas (GHG) emissions for the building.

(3) Water Usage. The Lessor shall annually report the total amount of water used by the entire building identified by municipal or private source (e.g., well water), including potable and non-potable water to the EPA Portfolio Manager Tool at https://portfoliomanager.energystar.gov/pm, or any successor tool.

(4) Waste Generation. The Lessor is encouraged, but not required, to report additional information about waste generation, including municipal solid waste (MSW) (e.g., trash, compostable material) and construction waste (e.g., demolition debris), to the EPA Portfolio Manager Tool at https://portfoliomanager.energystar.gov/pm, or any successor tool.

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RECEIPT OF AMENDMENT NO. 5

IS HEREBY ACKNOWLEDGED:

OFFEROR’S SIGNATURE: _________________________

DATE: __________________________________________

https://www.energy.gov/

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (10/23)

GENERAL CLAUSES

(Acquisition of Leasehold Interests in Real Property)

CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE

GENERAL 1 GSAR 552.270-4 DEFINITIONS (DEVIATION)

2 GSAR 552.270-5 SUBLETTING AND ASSIGNMENT

(DEVIATION)

3 GSAR 552.270-11 SUCCESSORS BOUND

4 GSAR 552.270-23 SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT

5 GSAR 552.270-24 STATEMENT OF LEASE

6 GSAR 552.270-25 SUBSTITUTION OF TENANT AGENCY

7 GSAR 552.270-26 NO WAIVER

8 GSAR 552.270-27 INTEGRATED AGREEMENT

9 GSAR 552.270-28 MUTUALITY OF OBLIGATION

PERFORMANCE 10 GSAR 552.270-10 DEFAULT BY LESSOR (DEVIATION)

11 GSAR 552.270-9 INSPECTION – RIGHT OF ENTRY

12 GSAR 552.270-17 DELIVERY AND CONDITION

13 GSAR 552.270-19 PROGRESSIVE OCCUPANCY

14 GSAR 552.270-6 MAINTENANCE OF THE PROPERTY,

RIGHT TO INSPECT (DEVIATION)

15 GSAR 552.270-7 FIRE AND CASUALTY DAMAGE

16 GSAR 552.270-8 COMPLIANCE WITH APPLICABLE LAW

17 GSAR 552.270-12 ALTERATIONS

18 GSAR 552.270-29 ACCEPTANCE OF SPACE AND

CERTIFICATE OF OCCUPANCY

(DEVIATION)

PAYMENT 19 FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT

MAINTENANCE

20 GSAR 552.270-31 PROMPT PAYMENT

21 FAR 52.232-23 ASSIGNMENT OF CLAIMS

22 GSAR 552.270-20 PAYMENT (DEVIATION)

23 FAR 52.232-33 PAYMENT BY ELECTRONIC FUNDS

TRANSFER—SYSTEM FOR AWARD

MANAGEMENT

STANDARDS OF CONDUCT 24 FAR 52.203-13 CONTRACTOR CODE OF BUSINESS

ETHICS AND CONDUCT

25 GSAR 552.270-32 COVENANT AGAINST CONTINGENT

FEES

26 FAR 52.203-7 ANTI-KICKBACK PROCEDURES

27 FAR 52.223-6 DRUG-FREE WORKPLACE

28 FAR 52.203-14 DISPLAY OF HOTLINE POSTER(S)

ADJUSTMENTS 29 GSAR 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR

IMPROPER ACTIVITY

30 FAR 52.215-10 PRICE REDUCTION FOR DEFECTIVE

COST OR PRICING DATA

31 GSAR 552.270-13 PROPOSALS FOR ADJUSTMENT

32 GSAR 552.270-14 CHANGES (DEVIATION)

AUDITS 33 GSAR 552.215-70 EXAMINATION OF RECORDS BY GSA

34 FAR 52.215-2 AUDIT AND RECORDS—NEGOTIATION

DISPUTES 35 FAR 52.233-1 DISPUTES

LABOR STANDARDS 36 FAR 52.222-26 EQUAL OPPORTUNITY

37 FAR 52.222-21 PROHIBITION OF SEGREGATED

FACILITIES

38 FAR 52.219-28 POST-AWARD SMALL BUSINESS

PROGRAM REREPRESENTATION

39 FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS

40 FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS

WITH DISABILITIES

41 FAR 52.222-37 EMPLOYMENT REPORTS ON

VETERANS

SMALL BUSINESS 42 FAR 52.209-6 PROTECTING THE GOVERNMENT’S

INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR

DEBARMENT

43 FAR 52.215-12 SUBCONTRACTOR CERTIFIED COST

OR PRICING DATA

44 FAR 52.219-4 NOTICE OF PRICE EVALUATION

PREFERENCE FOR HUBZONE SMALL

BUSINESS CONCERNS

45 FAR 52.219-8 UTILIZATION OF SMALL BUSINESS

CONCERNS

46 FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING

PLAN

47 FAR 52.219-16 LIQUIDATED DAMAGES—

SUBCONTRACTING PLAN

48 FAR 52.204-10 REPORTING EXECUTIVE

COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS

CYBERSECURITY 49 FAR 52.204-2 SECURITY REQUIREMENTS

50 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION

OF CONTRACTOR PERSONNEL

51 GSAR 552.204-9 PERSONAL IDENTITY VERIFICATION

REQUIREMENTS

52 FAR 52.204-21 BASIC SAFEGUARDING OF COVERED

CONTRACTOR INFORMATION

SYSTEMS

53 FAR 52.204-23 PROHIBITION ON CONTRACTING FOR

HARDWARE, SOFTWARE, AND

SERVICES DEVELOPED OR PROVIDED

BY KASPERSKY LAB AND OTHER

COVERED ENTITIES

54 FAR 52.204-25 PROHIBITION ON CONTRACTING FOR

CERTAIN TELECOMMUNICATIONS AND

VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT

55 FAR 52.204-27 PROHIBITION ON A BYTEDANCE

COVERED APPLICATION

OTHER 56 FAR 52.204-19 INCORPORATION BY REFERENCE OF

REPRESENTATIONS AND

CERTIFICATIONS

57 FAR 52.252-2 CLAUSES INCORPORATED BY

REFERENCE

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. 3090-0086.

GENERAL CLAUSES

(Acquisition of Leasehold Interests in Real Property)

1. GSAR 552.270-4 DEFINITIONS (AUG 2023) (DEVIATION)

When a solicitation or contract uses a word or term that is defined in the Federal Acquisition Regulation (FAR) or General Services Acquisition Manual (GSAM), the word or term has the same meaning as the definition in FAR 2.101, GSAM 502.101, or GSAM 570.102 in effect at the time the solicitation was issued or lease contract was awarded, unless

(a) The solicitation, amended solicitation, or lease contract provides a different definition (e.g., R100, L100);

(b) An applicable part, subpart, or section of the FAR or GSAM provides a different meaning.

2. GSAR 552.270-5 SUBLETTING AND ASSIGNMENT (SEP 2022) (DEVIATION)

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 the Lessor, which shall not be unreasonably withheld.

3. GSAR 552.270-11 SUCCESSORS BOUND (SEP 1999)

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

4. GSAR 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.

5. GSAR 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.

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

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

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

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

8. GSAR 552.270-27 INTEGRATED AGREEMENT (SEP 2022) (DEVIATION)

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.

9. GSAR 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.

10. GSAR 552.270-10 DEFAULT BY LESSOR (JUL 2023) (DEVIATION)

Occurrence of the following constitutes default by the Lessor and gives rise to the following rights and remedies of the Government:

(a) Prior to acceptance of the space. Failure by the Lessor to perform diligently any obligations required for acceptance of the space or other required improvements within the times specified, other than due to an excusable delay, 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, in its sole discretion, terminate the lease on account of the Lessor's default.

(b) After acceptance of the space. Failure by the Lessor to perform any service, to provide any item, or satisfy any requirement of this lease, other than due to an excusable delay, constitutes 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, in its sole discretion, take one or more of the following actions:

(1) 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, including administrative costs, incurred in connection with taking the action;

(2) 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. If default renders the leased premises untenable, the reduction of rent may be calculated as the prorated portion of the monthly rent represented by all such days the leased premises is untenantable;

(3) 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 substantially impair the safe and healthful occupancy of the premises, or render the premises unusable for its intended purposes.

(c) Damages. The Lessor and the Lessor sureties, if any, are jointly and severally liable for any damages to the Government resulting from default or termination, as provided in this clause.

(1) Damages include all costs associated with the replacement lease(s), which include but are not limited to the following: the Government’s aggregate rent, estimated real estate taxes, operating costs, administrative costs, or other reprocurement costs.

(2) If the Government procures replacement premises for a term (including all option terms) in excess of this lease term, the Lessor is not liable for excess Government rent or adjustments during such excess lease term.

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

(d) Excusable delays.

(1) The Government shall not terminate this lease under this clause nor charge the Lessor with damages under this clause, if:

(i) the delay in substantially completing any work or performing any services arises from excusable delays, and

(ii) the Lessor, within ten (10) days from the beginning of any such delay (unless extended in writing by the Contracting Officer) provides notice to the Contracting Officer of the causes of delay.

(2) The Contracting Officer shall ascertain the facts and the extent of delay. If the facts warrant, the Contracting Officer shall extend the delivery date commensurate with the delay at no additional costs to the Government. A time extension is the sole remedy of the Lessor.

(e) No deduction from rent, termination of lease, or any other action pursuant to this clause will constitute a default by the Government under this lease.

(f) The rights and remedies specified in this clause are in addition to any and all remedies to which the Government may be entitled as a matter of law.

11. GSAR 552.270-9 INSPECTION – RIGHT OF ENTRY (SEP 1999)

a) At any time and from time to time after receipt of an offer (until the same has been duly withdrawn or rejected), after acceptance thereof and during the term, the agents, employees and contractors of the Government may, upon reasonable prior notice to Offeror or Lessor, enter upon the offered premises or the premises, and all other areas of the building access to which is necessary to accomplish the purposes of entry, to determine the potential or actual compliance by the Offeror or Lessor with the requirements of the solicitation or this lease, which purposes shall include, but not be limited to:

(1) Inspecting, sampling and analyzing suspected asbestos-containing materials and air monitoring for asbestos fibers;

(2) Inspecting the heating, ventilation and air conditioning system, maintenance records, and mechanical rooms for the offered premises or the premises;

(3) Inspecting for any leaks, spills, or other potentially hazardous conditions which may involve tenant exposure to hazardous or toxic substances; and

(4) Inspecting for any current or past hazardous waste operations, to ensure that appropriate mitigative actions were taken to alleviate any environmentally unsound activities in accordance with Federal, State and local law.

b) Nothing in this clause shall be construed to create a Government duty to inspect for toxic materials or to impose a higher standard of care on the Government than on other lessees. The purpose of this clause is to promote the ease with which the Government may inspect the building. Nothing in this clause shall act to relieve the Lessor of any duty to inspect or liability which might arise as a result of Lessor’s failure to inspect for or correct a hazardous condition.

12. GSAR 552.270-17 DELIVERY AND CONDITION (SEP 2022) (DEVIATION)

(a) Unless the Government elects to have the space occupied in increments, the space must be delivered ready for occupancy as a complete unit.

(b) The Government may elect to accept the space notwithstanding the Lessor's failure to deliver the space substantially complete; if the Government so elects, it may reduce the rent payments.

13. GSAR 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.

14. GSAR 552.270-6 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (SEP 2022) (DEVIATION)

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.

(a) 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.

(b) 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.

(c) 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.

(d) 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.

15. GSAR 552.270-7 FIRE AND CASUALTY DAMAGE (SEP 2022) (DEVIATION)

(a) If the building in which the premises are located is totally destroyed or damaged by fire or other casualty, this lease shall immediately terminate.

(b) 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:

(1) The Lessor shall have the option to elect to repair and restore the premises or terminate the lease.

(2) Unless otherwise approved by the Lease Contracting Officer, 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.

(i) 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.

(ii) 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.

(3) 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.

(4) Nothing in this lease shall be construed as relieving Lessor from liability for damage to or destruction of property of the United States of America caused by the willful or negligent act or omission of Lessor.

16. GSAR 552.270-8 COMPLIANCE WITH APPLICABLE LAW (SEP 2022) (DEVIATION)

Lessor shall comply with all Federal, state, tribal, 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, tribal, and local laws applicable to and enforceable against it as a tenant under this lease, provided that nothing in this lease shall be construed as a waiver of the sovereign immunity of the Government. This lease shall be governed by Federal law.

17. GSAR 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.

18. GSAR 552.270-29 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (SEP 2022)

(DEVIATION)

(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 tenant improvements conforming to this lease and the approved design intent drawings (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 tenant improvements 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 premises 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.

19. FAR 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018)

This clause is incorporated by reference.

20. GSAR 552.270-31 PROMPT PAYMENT (JUN 2011)

The Government will make payments under the terms and conditions specified in this clause. Payment shall be considered as being made on the day a check is dated or an electronic funds transfer is made. All days referred to in this clause are calendar days, unless otherwise specified.

(a) Payment due date—

(1) Rental payments. Rent shall be paid monthly in arrears and will be due on the first workday of each month, and only as provided for by the lease.

(i) When the date for commencement of rent falls on the 15th day of the month or earlier, the initial monthly rental payment under this contract shall become due on the first workday of the month following the month in which the commencement of the rent is effective.

(ii) When the date for commencement of rent falls after the 15th day of the month, the initial monthly rental payment under this contract shall become due on the first workday of the second month following the month in which the commencement of the rent is effective.

(2) Other payments. The due date for making payments other than rent shall be the later of the following two events:

(i) The 30th day after the designated billing office has received a proper invoice from the Contractor.

(ii) The 30th day after Government acceptance of the work or service. However, if the designated billing office fails to annotate the invoice with the actual date of receipt, the invoice payment due date shall be deemed to be the 30th day after the Contractor’s invoice is dated, provided a proper invoice is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements.

(b) Invoice and inspection requirements for payments other than rent.

(1) The Contractor shall prepare and submit an invoice to the designated billing office after completion of the work. A proper invoice shall include the following items:

(i) Name and address of the Contractor.

(ii) Invoice date.

(iii) Lease number.

(iv) Government’s order number or other authorization.

(v) Description, price, and quantity of work or services delivered.

(vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the remittance address in the lease or the order).

(vii) Name (where practicable), title, phone number, and mailing address of person to be notified in the event of a defective invoice.

(2) The Government will inspect and determine the acceptability of the work performed or services delivered within seven days after the receipt of a proper invoice or notification of completion of the work or services unless a different period is specified at the time the order is placed. If actual acceptance occurs later, for the purpose of determining the payment due date and calculation of interest, acceptance will be deemed to occur on the last day of the seven day inspection period. If the work or service is rejected for failure to conform to the technical requirements of the contract, the seven days will be counted beginning with receipt of a new invoice or notification. In either case, the Contractor is not entitled to any payment or interest unless actual acceptance by the Government occurs.

(c) Interest Penalty.

(1) An interest penalty shall be paid automatically by the Government, without request from the Contractor, if payment is not made by the due date.

(2) The interest penalty shall be at the rate established by the Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) that is in effect on the day after the due date. This rate is referred to as the ‘‘Renegotiation Board Interest Rate,’’ and it is published in the Federal Register semiannually on or about January 1 and July 1. The interest penalty shall accrue daily on the payment amount approved by the Government and be compounded in 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.

21. FAR 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)

(Applicable to leases over the micro-purchase threshold.)

(a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 6305

(hereafter referred to as “the Act”), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or http://uscode.house.gov/uscode-cgi/fastweb.exe?getdoc+uscview+t29t32+1665+30++%2831%29%20%20AND%20%28%2831%29%20ADJ%20USC%29%3ACITE%20%20%20%20%20%20%20%20%20 http://uscode.house.gov/ reassign its right under the original assignment to any type of financing institution described in the preceding sentence.

(b) Any assignment or reassignment authorized under the Act and this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this contract.

(c) The Contractor shall not furnish or disclose to any assignee under this contract any classified document

(including this contract) or information related to work under this contract until the Contracting Officer authorizes such action in…