3. EXHIBIT B - General Clauses 3517.pdf

LEASE NO. DACAXX5XXXXXXXXX

Exhibit A

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

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

(DEVIATION)

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

(DEVIATION)

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

(DEVIATION)

16 GSAR 552.270-8 COMPLIANCE WITH APPLICABLE LAW

(DEVIATION)

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

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EVIATION)EVIATIO

AND ASSIGNMENT AND ASS

SORS BOUNDSORS BOUND

RDINATION, NONDINATION, NON--DISTURBANCE DISTU

ATTORNMENT ATT

STATEMENT OF LEASESTATEM

SUBSTITUTION OF TENANT AGENCYSUBSTITUTION OF TENANT AGENCY

66 NO WAIVERNO

00--2727 INTEGRATED AGREEMENT TED AG

(DEVIATION)(DEVIATION)

52.270-288 MUTUALITY OF OBLIGATIONMUTUALITY

SAR 552.270-10 DEFAULT BY LESSOREFAULT (DE

GSAR 552.270GSAR 55 -9 INSPECTION PECTION – RIGHT O

GSAR 552.270GSAR 552.270--171 DELIVERY AND CONRY AND

(DEVIATION)(DEVIATION)

3 GSAR 552.270SAR 552.270-1919 PROGRESSIVEPROGRESSIVE

14 GSAR 552.270SAR 552.270--66 MAINTENANMAINTENAN

RIGHT TOHT TO

1515 GSAR 552.270R 552.270-7 FIRE A

(DE

166 GSAR 552.270552.27 -8 C

177 GSAR 552.270.270--12

1818 GSAR 552.270GSAR 552.270

MENTMENT 19 FAR

S OF CONDUS OF CONDU

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

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27 FAR 52.226-7 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

CERTIFIED 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 52.219-28 POST-AWARD SMALL BUSINESS

PROGRAM REREPRESENTATION

37 FAR 52.222-35 EQUAL OPPORTUNITY FOR VETERANS

38 FAR 52.222-36 EQUAL OPPORTUNITY FOR WORKERS

WITH DISABILITIES

39 FAR 52.222-37 EMPLOYMENT REPORTS ON

VETERANS

SMALL BUSINESS 40 FAR 52.209-6 PROTECTING THE GOVERNMENT’S

INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED,

SUSPENDED, OR PROPOSED FOR

DEBARMENT

41 FAR 52.215-12 SUBCONTRACTOR CERTIFIED COST

OR PRICING DATA

42 FAR 52.219-4 NOTICE OF PRICE EVALUATION

PREFERENCE FOR HUBZONE SMALL

BUSINESS CONCERNS

43 FAR 52.219-8 UTILIZATION OF SMALL BUSINESS

CONCERNS

44 FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING

PLAN

45 FAR 52.219-16 LIQUIDATED DAMAGES—

SUBCONTRACTING PLAN

46 FAR 52.204-10 REPORTING EXECUTIVE

COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS

CYBERSECURITY 47 FAR 52.204-2 SECURITY REQUIREMENTS

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KPLACE KPLACE

OTLINE POSTER(S) OTLINE

JUSTMENT FOR JUSTMENT FOR ILLEGAL OR

PER ACTIVITYER AC

CE REDUCTION FOR DEFECTIVE CE REDUCTION FOR DEFECT

ERTIFIED ERTIFIE COST OR PRICING DATANG DAT

PROPOSALS FOR ADJUSTMENTPROPOSALS FOR ADJUSTMENT

44 CHANGES (DEVIATION)CHANGES (DE

2155--7070 EXAMINATION OF RECORDS BY GEXAMINATION

215-2 AUDIT AND RECORDSAUDIT AND —NEGOT

AR 52.233A -1 DISPUTESSPUTES

FAR 52.219FAR 52.219--2828 POST-AWARD SMAWARD S

PROGRAM REREPROGRAM RERE

37 FAR 52.222AR 52 -35 EQUAL EQUAL OPPOOP

38 FAR 52.222R 52.2 -3636 EQUAL OPQUAL OP

WITH DI

3939 FAR 52.2222.222--373 EMP

VE

400 FAR 52.20909--66

41 FAR 5

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

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48 FAR 52.204-9 PERSONAL IDENTITY VERIFICATION

OF CONTRACTOR PERSONNEL

49 GSAR 552.204-9 PERSONAL IDENTITY VERIFICATION

REQUIREMENTS

50 FAR 52.204-21 BASIC SAFEGUARDING OF COVERED

CONTRACTOR INFORMATION

SYSTEMS

51 FAR 52.204-23 PROHIBITION ON CONTRACTING FOR

HARDWARE, SOFTWARE, AND

SERVICES DEVELOPED OR PROVIDED

BY KASPERSKY LAB AND OTHER

COVERED ENTITIES

52 FAR 52.204-25 PROHIBITION ON CONTRACTING FOR

CERTAIN TELECOMMUNICATIONS AND

VIDEO SURVEILLANCE SERVICES OR

EQUIPMENT

53 FAR 52.204-27 PROHIBITION ON A BYTEDANCE

COVERED APPLICATION

54 FAR 52.204-30 FEDERAL ACQUISITION SUPPLY

CHAIN SECURITY ACT ORDERS -

PROHIBITION

OTHER 55 FAR 52.204-19 INCORPORATION BY REFERENCE OF

REPRESENTATIONS AND

CERTIFICATIONS

56 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. DR

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OO

MATIOMATIO

CONTRACTINGCONTR

OFTWARE, AND OFTWA

EVELOPED OR PROVIDEDEVELOPED

RSKY LAB AND OTHER RSKY LAB AND O

ED ENTITIESED ENT

HIBITION ON CONTRACTING FOR HIBITION ON CONTRACTIN

RTAIN TELECOMMUNICATIONS AND RTAIN TELECOMMUNICATIONS

VIDEO SURVEILLANCE VIDEO S SERVICES ORVICES O

EQUIPMENTEQUI

PROHIBITION ON A BYTEDANCE PROHIBITION

COVERED APPLICATIONAPPL

3030 FEDERAL ACQUISITION SUPPLY L ACQU

CHAIN SECURITY ACT ORDERS CHAIN SECUR

PROHIBITIONPROHIBITIO

AR 52.204A -19 INCORPORATION BY REFCORPO

REPRESENTATIONS ARESENT

CERTIFICATIONSFICATIO

FAR 52.252FAR 52.252--22 CLAUSES INCORPS INCOR

REFERENCEREFERENCE

collectiocollectio thethe

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

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 gulation (Fgulation e definition in FAe definiti contract was awardecontract nt definition (e.g.,nt definition (e.g R100, L100) s a different meaning.s a different meaning.

20222022) ) (DEVIATION)(D

e relieved from any obligations under this lease e relieved from any obligations under this lease ssign this lease, and be relieved from all obligatiossign this lease, and be relieved from all obligatio liabilities, if any, that have accrued to the dateiabilities, if any, that have to prior written consent of the Lessor, which shior written consent of

UND (SEP 1999)

t of, the parties and their respective heirs, exof, the parties and their respective h

RDINATION, NONNON-DISTURBANCE AND ATTORBANCE AND ATTOR

holds such title to or other interest in the premiseolds such title to or other interest in the premise s access to the premises and full use and enjs access to the premises and ful ease. Government agrees, in consideration of thease. Government agrees, in cons s lease is subject and subordinate to any and all s lease is subject and subordinate to a hereafter existing or imposed upon the premiseshereafter existing or imposed upon the p is the intention of the parties that this provision shis the intention of the parties that this provisio e required to effect the present or subsequenrequired to effect the present or subsequen ever, within twenty (20) business days next followwithin twenty (20) business days next follow execute such instruments as Lessor may reasouch instruments as Lessor may reaso lease to any existing or future mortgage, deed xisting or fut and to any water, sewer or access easemeand to any water, sewer property owned in whole or in part by Lesproperty owned in whole or any right granted the Government underany right granted the Governme

(b) No such subordination, to either exordination, to either ex shall operate to affect adverselyo affect adversely not in default under this leasnder t instrument to which this leach th to the foregoing effect. Lto the foregoing effec mortgages, deeds of mortgages, deeds of agrees to provide tagrees to provide t the event othe event o of truof tru

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

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

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T of the Governmof the G he Contracting Officer's receipt of a joint he Contracting Officer's rec ser of the building, execute and deliver to ser of the building, execute and nditions stated in this clause and, if such is the nditions stated in this clause and, if su e to which the rent and other charges have beene to which the rent and other charges have ault has been issued.ault has the following conditions:he following conditions:

onably diligent review of the Contracting Officer'sigent review of the be held liable because of any defect in or conditibe held liable because of any defe fficer does not warrant or represent that the premes not warrant or represent that the pre State and local law; andcal law r, and each prospective lender and purchaser aretive lender and purchaser are as as would be ascertainable by reasonable prewould be ascertainable by reas -pu emises and Building and by inquiry to appropriemises and Building and by inqui

SUBSTITUTION OF TENANT AGENCUTION OF TENANT AG

t may, at any time and from time to time, suy, at any time and from time to time, su gency or agencies, if any, named in the lease.agencies, if any, named in the lease.

R 552.270552.270--262 NO WAIVER (SEPNO W 1999

failure by either party to insist upon the strict pefailure by either party to insist upon the emedy consequent upon a breach thereof, and nemedy consequent upon a breach thereof, an during the continuance of any such breach shaduring the continuance of any such breach sha

8.8. GSAR GS 552.270-27 INTEGRAIN

lease, upon execution, containslease, upon execution, conta ed, shall be admissible to ed, shall be admissible to ase, neither the requase, neither the req in the leasein the lease. .

7070--2828

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

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. DR

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T ghts and reghts and ntly any obligations requintly any ob es specified, other than due tes specified, ot sion of notice of default to the Lesssion of notice of def efault, the Government may, in its solefault, the Government rm any service, to provide any item, or satisfy rm any service, to provide any item, o able delay, constitutes a default by the Lessorable delay, constitutes a default by the Le provisionprovisio of a reasonable opportunity for the Lessr the Le retion, take one or more of the following actions: retion, take one or more of the following actions:

obtain satisfaction of the requirement by its own ein satisfaction of the req s to take such action, the Government may deducsuch action, the Go strative costs, incurred in connection with taking incurred in co reasonably calculated to approximate the cost oreasonably calculated to approxim ded, or requirement not satisfied, such reductionded, or requirement not satisfied, such the default condition. If default renders the leasedefault condition. If default renders the le e calculated as the prorated portion of the monthlyated as the prorated portion of the month mises is untenantable; enanta ease if:

essor's default persists notwithstanding provisioessor's default persists notwithstan e by the Government, ore by the Governmen

)) The Lessor fails to take such actions as areThe Lessor fails to take such actions as conditions, and such conditions substantiaconditions, and such conditions substanti premises, or render the premises unusabpremises, or render the premises unusab

Damages. The Lessor and the Lessor sureties, ie Lessor and the Lessor sureties, i Government resulting from default or terminatiGovernment resulting from

(1)(1) Damages include all costs assocDamages include all c to the following: the Governmo the following: the Go administrative costs, or otheministrative costs, or oth

(2) If the Government procovern this lease term, the Le term lease term. rm.

(3)( Damages tomages t days folloays follo damagdamag

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

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(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.

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T arisearise ay (unless extendeday (unle ficer of the causes of delaficer of the ent of delay. If the facts warrant, thent of delay. If the fa rate with the delay at no additional costs rate with the delay at no a of the Lessor. of the L on pursuant to this clause will constitute a default on pursuant to this clause will constitute a d are in addition to any and all remedies to whiare in addition to any and all remedies to whi

OF ENTRY (SEP 1999SEP 1999) )

ceipt of an offer (until the same has been duly witceipt of an offer (until the same e term, the agents, employees and contractors ofe term, the agents, employees and co feror or Lessor, enter upon the offered premisesor or Lessor, enter upon the offered pr ss to which is necessary to accomplish the purpwhich is necessary to accomplish the pu ance by the Offeror or Lessor with the requiremhe Offeror or Lessor with the requirem include, but not be limited to:not be limited to:

mpling and analyzing suspected asbestosmpling and analyzing suspected a -contat bers;bers;

cting the heating, ventilation and air conditioning scting the heating, ventilation and air con ms for the offered premises or the premises;ms for the offered premises or the premise

) Inspecting for any leaks, spills, or other potenInspecting for any leaks, spills, or other poten exposure to hazardous or toxic substances;posure to hazardous or toxic substances;

(4)( Inspecting for any current or past hazang for any actions were taken to alleviate any actions were taken State and local law.State and local law.

b) Nothing in this clause shall be consthis clause shall be co impose a higher standard of care er standard of care promote the ease with which tse wit relieve the Lessor of any dutor of a for or correct a hazardousazard

AR AR 552.270552.2 -17

Unless the GovUnless the Gov occupancoccupanc

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

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.DR

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HT TO INSPECT (HT TO SEP 20222022) ) (DEVIATION)(D

ng systems, and all equipment, fixtures, and ng systems, and all equipment, fixtures r and tenantable condition so that they are suitabr and tenantable condition so that they are suit

, light, ventilation, safety systems, access and o, light, ventilation, safety systems, access and o g disruption, as is required for the Government’s ag disruption, as is required for the Government’s a as provided in this lease. s provided in this lease.

s, the Lessor may at reasonable times enter the or may at reason representative in charge.n charge.

g Officer (LCO), the Lessor shall provide writteng Officer (LCO), the Lessor shall maintained, tested, and are operational within mamaintained, tested, and are operationa e premises in a safe and healthful condition as in a safe and healthful condition a uirements of this lease, including standards govehis lease, including standards go cal hazards, presence of hazardous materials, etence of hazardous materials, et all have the right, at any time after the lease awaall have the right, at any time after s of the property to which access is necessary fos of the property to which access i h this clause.h this cla

FIRE AND CASUALTY DAMAGE (D CASUALTY DAMAGE SE

building in which the premises are located is totading in which the premises are located is tota se shall immediately terminate.immediately terminate.

) If the building in which the premises are locatebuilding in which the premises untenantable, or not usable for thepremises untenantable, or

(1) The Lessor shall have the optioThe Lessor shall have th

(2) Unless otherwise approvss otherwise approv reasonable amount of tiable amount of ti or restore the premisere the for repair of the prer of th

(i) If the If th GovGo dd

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

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(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.DR

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and leasing of theand lea or operation of all bu or ope d similar items at its own expd similar items e to and enforceable against it ase to and enforceab waiver of the sovereign immunity of thewaiver of the sovereign ease to make alterations, attach fixtures, and eease to make alterations, attach fixtures, and e fixtures, additions or structures so placed in, onfixtures, additions or structures so placed in, on erty of the Government and may be removed or oy of the Government and hat the Government is the sole occupant of the Government is the s he land on which the building is sited and the which the build to or make any physical connection with any struhysical co ate utilization of the leased space.ate utilization of the leased spac

E OF SPACE AND CERTIFICATE OF OCCOF SPACE AND CERTIFICATE O

or to the completion of the space, the Lessor pletion of the space, the Lesso the inspection of the space for acceptance. The the space for acceptance. The n of building shell andof build tenant improvements conftenant improvements conf ngs (DIDs) is substantially complete, and a certngs (DIDs) is substantially comple shall be considered substantially complete only ifshall be considered substantially complete pletion of remaining work will not unreasonablypletion of remaining work will not unreasonab

. Acceptance shall be final and bindingAcceptance shall be final and binding upon ton t mpleted tenant improvements to the approved Dtenant improvements to the approved D enerated as a result of the inspection, concealeda result of the inspection, concealed Lessor of any other lease requirements.ther lease r

(c)(c) The Lessor shall provide a valid certificateThe Lessor shall provide a va of the Government. If the local jurisdiGovernment. If the local occupancy is not available, thes not available, the LessLes fire protection engineer that indicengineer that indic codes and ordinances and all nance acceptable level of safety is pof saf without a certificate of occate o compliant with all apcompliant with all a requirements of this requirements of this

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

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.

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T ment shallment sh eferred to in thiseferred will be due on the first workday of eacwill be due on the first wor h alls on the 15th day of the month or earlier, talls on the 15th day of the month or earlier, he contract shall become due on the first workday ocontract shall become due on the first workday h the commencement of the rent is effh the commencement of ective.

nt of rent falls after the 15th day of the month, thrent falls after the 15th this contract shall become due on the first workdact shall become d month in which the commencement of the rent isthe comme for making payments other than rent shall be thfor making payments other than re after the designated billing office has received a pdesignated billing office has received a p

0th day after Government acceptance of the workday after Government acceptance of the work gnated billing office fails to annotate the invoice gnated billing office fails to annota nvoice payment due date shall be deemed to be tnvoice payment due date shall be d is dated, provided a proper invoice is received ais dated, provided a proper invoice is quality, or Contractor compliance with contraquality, or Contractor compliance with and inspection requirements for payments otherand inspection requirements for payments othe

(1) The Contractor shall prepare and submit aContractor shall prepare and submit a of the work. A proper invoice shall incluwork. A propf

(i)(i) Name and address of the me and a

(ii)(ii) Invoice date.Invoice date.

(iii) Lease number.Lease number.

(iv) GovernmeGove

(v)v) DescDes

(vi)(vi)

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

(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

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T nts onts o otification. otification eptance by theeptance nment, without request from the nment, without request from by the Secretary of the Treasury under Section by the Secretary of the Treasury under Se C. 611) that is in effect on the day after the due C. 611) that is in effect on the day after the due tion Board Interest Rate,’’ and it is published in thtion Board Interest Rate,’’ and it is published in th January 1 and July 1. The interest penalty shall January 1 and July 1. The y the Government and be compounded in 30e Government and be co -day after the due date through the payment date.due date through th e to accrue after the filing of a claim for such penafiling of a or for more than one year. Interest penalties of leor for more than one year. Interest ot required on payment delays due to disagreemed on payment delays due to disagreem ntractor over the payment amount or other issuer the payment amount or other issue mporarily withheld or retained in accordance withld or retained in accordance with tes, and any interest that may be payable, will bet that may be payable, will be

233233--1, Disputes.1, Disp

If the Lessor becomes aware of a duplicate paymIf the Lessor becomes aware of a du a payment, the Contractor shalla payment, the Contrac —

Return the overpayment amount to the paymentReturn the overpayment amount to the paymen of the overpayment including thef the overpayment including the— —

(i) Circumstances of the overpaymCircumstances of the overpaym errors, date(s) of overpaymenerrors, da

(ii)(ii) Affected lease number; Affected lease

(iii)iii) Lessor point of conLessor point of co

(2) Provide a copy oovide

FAR FAR 552.2322. -23 ASSA

(Applicable plicable e Contractoe Contracto after after

LESSOR: ________ GOVERNMENT: ________ GSA Template 3517B –

REV (02/25)

reassign its right under the original assignment to any type of financing institution described in the preceding sentence.

(b)…