69435Z-22-L-00075_Standard Space Lease Attch A.pdf

Federal Aviation Administration Standard Space Lease, 01/2022 OMB Control No. 2120-0595

STANDARD SPACE LEASE

Between

THE UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

FEDERAL AVIATION ADMINISTRATION

And

[INSERT CONTRACTOR NAME]

FAA CONTRACT NO: 69435Z-22-L-00075

ATID/FACILITY TYPE: ACY/ National Airspace System (NAS) Defense Program LOCATION: Egg Harbor, Township, NJ

1. Preamble (09/2021) 6.1.1 This Choose an item. for real property is hereby entered into by and between <Insert Other Party's Legal Name>, hereinafter referred to as the Choose an item. and the United States of America, acting by and through the Federal Aviation Administration, hereinafter referred to as the FAA.

2. Definitions (09/2021) 6.1.1-1 For purposes of this document, the following definitions apply;

Contract- refers to this legal instrument used to acquire an interest in real property for the direct benefit or use by the FAA. As used herein, contract denotes the document (for example- lease, easement, memorandum of agreement, or other legally binding agreement) used to implement an agreement between a customer (buyer) and a seller (supplier).

Contractor- refers to the party(ies) receiving a direct procurement contract from the FAA and who is(are) responsible for performance of contract requirements. For purposes of this document, the contractor may also be called the Lessor, Permittor, Licensor, Grantor, Airport, or Offeror depending on the type of contract or the provision within the contract.

Government- refers to the United States of America acting by and through the Federal Aviation Administration (FAA). For purposes of this document, Government and FAA are interchangeable.

Real Estate Contracting Officer (RECO) - is a trained and warranted official who contracts for real property on behalf of the FAA. For purposes of this agreement, RECO is interchangeable with Contracting Officer (CO).

3. Lease Witnesseth (09/2021) 6.1.3 Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows:

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4. Leased Space Description (09/2021) 6.1.4 The Lessor hereby leases to the Government the following described premises;

<Fill in Description to include:

Rentable SF Useable SF Common Area SF Antenna/Equipment Location/Tower Height/Rooftop Description, etc.>

As shown on <Insert drawing no. XX>, dated XX/XXXX, marked as <Insert Attachment/Exhibit No>, which is attached hereto and made a part hereof.

The Lessor shall provide ten (10) off-street parking spaces at no additional cost to the Government.

With respect to compliant accessible parking spaces, see the “Accessibility” clause.

5. Purpose (09/2021) 6.1.5 It is understood and agreed that the use of the herein described premises shall be related to FAA’s activities in support of the National Airspace System (NAS).

6. Legal Authority (09/2021) 6.2.1 This contract is entered into under the authority of 49 U.S.C.

106(l)(6) and (n), which authorizes the Administrator of the FAA to enter into contracts, acquisitions of interests in real property, agreements, and other transactions on such terms and conditions as the Administrator determines necessary.

7. Term (09/2021) 6.2.3 To have and to hold, for the term commencing on <Start Date> and continuing through <End Date> inclusive, provided that adequate appropriations are available from year to year for the consideration herein.

8. Option(s) to Extend Term (09/2021) 6.2.3-4 The contract may, at the option of the Government, be extended beyond <Fill in End Date as shown in the Term Clause> at the rental rate established in the "Consideration" clause herein. The extension shall be upon the terms and conditions herein specified and no extension shall extend beyond <Fill in Date- not to exceed the date on which the last option expires. Base term plus options must not exceed 20 years>. The Government shall notify the contractor in writing, no later than <insert number of days> before the expiration of the Lease term including all options exercised, of its intent to exercise the option(s) or of its intent to vacate the premises at the end of said term. Any extension exercised by the Government pursuant to this clause shall be subject to the availability of adequate appropriations from year to year for the payment of rentals.

9. Consideration (Standard Space) (09/2021) 6.2.4-1 A. The Government shall pay annual rent for the premises, payable in monthly installments in arrears, at the following rate(s)(monthly installments may vary based on rounding):

Initial Term

DATES:

<XX/XX/XXXX

through

XX/XX/XXXX>

Rent per Annum

Base Rent

Operating Costs

Taxes

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Tenant Improvements

Total

Option 1 DATES:

<XX/XX/XXXX

through

XX/XX/XXXX>

Base Rent

Operating Costs

Taxes

Option 2 DATES:

<XX/XX/XXXX

through

XX/XX/XXXX>

Base Rent

Operating Costs

Taxes

B. Payment shall be made in arrears, without the submission of invoices or vouchers. Payments are due on the first business day following the end of the payment period and are subject to available appropriations. The payments shall be directly deposited in accordance with the “Payment by Electronic Funds Transfer” clause in this contract. Payments shall be considered paid on the day an electronic funds transfer is made.

C. Payment shall be made in full to: <Insert Exact Payee Name Here from EFT/SAM information >

D.The parties acknowledge that the Government has paid rent for the premises under prior Lease No. <___________> in the total amount of <$_______> for the time period from <_________> to <___________> while in holdover status.

The parties acknowledge that the Government owes the Lessor a one-time, lump sum payment, in settlement of any potential disputes or claims which may arise or have arisen in reference to prior lease No. <___________> in the total amount of <$_______> for the time period from <_________> to <___________>.

10. Amortization Schedule (09/2021) 6.2.4-5 An Amortization Payment Schedule is required when:: 1) the Government's build-out is in excess of the tenant improvement allowance or 2) the lease is terminated prior to the date set in the "Term" clause. Amortization is based on a <insert interest rate>% (interest agreed on the tenant improvement) rate of return, with payments of $ <insert dollar amount> per month in arrears until such time as the cost of the tenant improvements is paid in full as per Attachment <"A"> Amortization Schedule, attached hereto and made a part hereof.

Amortization Schedule shall be revised via Supplemental Agreement when the final tenant improvement amount is agreed on and completed.

11. Termination for Convenience (09/2021) 6.2.5-1 The Government may terminate this contract at any time, in whole or in part, if the Contracting Officer (CO) determines that a termination is in the

Standard Space Lease, 01/2022 OMB Control No. 2120-0595 best interest of the Government. The CO shall terminate by delivering to the contractor a written notice specifying the effective date of the termination. The termination notice shall be issued 180 days before the effective termination date.

After termination, the Contractor may submit a final termination settlement proposal to the CO in the form and with the certification prescribed by the CO. The proposal must include all documentation necessary to validate the proposal.

The contractor must submit the proposal no later than one (1) year from the effective date of termination unless the submission deadline is extended in writing by the CO upon written request of the contractor within this one (1) year period. However, if the CO determines that the facts justify it, a termination settlement proposal may be received and acted on after one (1) year or any extension.

If the contractor fails to submit the proposal within the time allowed, the CO may determine, on the basis of information available, the amount, if any, due the contractor because of the termination and shall pay the amount so determined.

After submission of final termination settlement proposal, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount to be paid because of the termination.

If the contractor and the CO fail to agree, the Government will pay the contractor the amounts determined by the CO as follows:

1) The contract price for any unpaid rents;

2) The remaining principle balance of Tenant Improvement allowance as described in the clause titled “Lessor’s Recovery of Tenant Improvement Allowance in the Event of Termination” within this contract; and

3) Reasonable costs associated with termination.

If the termination is partial, the contractor may file a proposal with the CO for an equitable adjustment of the price(s) of the continued portion of the contract. If agreed upon, the CO may make the equitable adjustment. Any proposal by the contractor for an equitable adjustment under this clause must be requested within 90 days from the effective date of termination unless extended in writing by the CO.

The contractor may file a claim with the Federal Aviation Administration Office of Dispute Resolution for Acquisition based on any determination made by the CO pursuant to this clause.

Nothing in this clause will obligate the government to spend in excess of available appropriations.

12. Termination for Default (09/2021) 6.2.5-2

A. Subject to the provision of notice of default to the Lessor, and the provision of reasonable opportunity for the Lessor to cure the default, the following conditions constitute default by the Lessor:

i. Prior to Acceptance of the Premises. Failure by the Lessor to perform all obligations required for acceptance of the space, to include, but are not limited to, all obligations included within the statement of work and lease clauses, within the times specified, without such failure in performance being affirmatively excused, in writing, by the RECO.

ii. After Acceptance of the Premises. Failure by the Lessor to perform any service, or to make progress in the work so as to endanger performance; the failure to make any item; or the failure to satisfy any requirement of this Lease, without such failure being affirmatively excused, in writing, by the RECO.

B. Grounds for Termination. The Government may terminate the Lease, in whole or in part, Standard Space Lease, 01/2022 OMB Control No. 2120-0595 if:

i. after given notice and reasonable opportunity to cure by the Government, the Lessor’s default persists; or

ii. the Lessor fails to take such actions as necessary to prevent the recurrence of default conditions, and such conditions substantially impair the Government’s use or occupancy of the Premises, as determined by the Government.

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

13. Excuse (09/2021) 6.2.5-3

A. The Lessor will not be in default because of any failure to perform the requirements of this Lease under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Lessor.

B. Permissible causes for excuse are:

i. acts of God (e.g., fires, floods, pandemics, epidemics, unusually severe weather, etc.),

ii. acts of the public enemy,

iii. acts of the Government in either its sovereign or contractual capacity,

iv. pandemic, epidemic, or quarantine restrictions,

v. strikes, and

vi. freight embargoes. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Lessor.

C. Excuse will not be granted when:

i. the Lessor had actual or constructive knowledge prior to the Lease Award Date that he/she could not perform in accordance with the requirements of the Lease contract;

ii. the conditions of the property prevent performance;

iii. the Lessor, its employees, agents or contractors, by error or omission, fails to perform; or

iv. the Lessor is unable to obtain sufficient financial resources to perform its obligations.

D. The RECO will ascertain the facts and extent of the failure. If the RECO determines that any failure to perform is excusable, the RECO will revise the delivery schedule subject to the rights of the Government under the default and termination clauses of this contract.

14. Binding Effect (09/2021) 6.2.6 The provisions of this contract and the conditions herein shall be binding upon, and for the benefit of, the parties and their successors and assigns. In the event of any sale or transfer of ownership of the property or any portion thereof, the Government will be deemed to have attorned to any purchaser, successor, assign, or transferee. The succeeding owner will be deemed to have assumed all rights and obligations of the contractor under this contract establishing direct privity of estate and contract between the Government and said succeeding owner, with the same force, effect, and relative priority in time and right as if the contract had initially been entered into between such succeeding owner and the Government.

15. Operating Cost Escalator (09/2021) 6.2.8

A. The base for the operating costs adjustment will be $<insert base amount for operating costs> per square foot.

B. Calculating Annual Adjustment: Beginning with the second year of the lease and each year after, the Government shall pay adjusted rent for changes in costs for cleaning services, supplies, Standard Space Lease, 01/2022 OMB Control No. 2120-0595 materials, maintenance, trash removal, landscaping, water, sewer charges, heating, electricity, and certain administrative expenses attributable to occupancy (Operating Costs).

The amount of adjustment will be determined by multiplying the base amount above, as negotiated and established prior to the lease award, by the percentage change in the Cost of Living Index for that year. The percentage change for a particular year shall be computed by comparing the index figure published for the month prior to that month which begins each successive 12-month period.

[For example, a lease which commences in June of 2015 would use the index published for May of 2015, and that figure would be compared with the index published for May of 2016, May of 2017, and so on.] The Cost of Living Index is found in the U.S. Department of Labor Revised Consumer Price Index for Urban Wage Earners and Clerical Workers, U.S. City Average, All Items figure, (1982 to 1984=100) published by the Bureau of Labor Statistics. The total CPI adjustment amount will be incorporated into the fixed rental amount and paid in accordance with the terms of the lease.

C. In the event of any decreases in the Cost of Living Index occurring during the term of the occupancy under the Lease, the rental amount will be reduced accordingly. The amount of such reductions will be determined in the same manner as increases in rent provided under this paragraph.

D. Rental adjustments shall be effective on the anniversary date of the lease; however, payment of the adjusted rental rate shall become due on the first workday of the second month following the publication of the Cost of Living Index for the month prior to the 12-month period.

E. If Government exercises an option to extend the lease term at the same base rental rate as that of the original term, the total monthly rent to be paid during the option period shall be based on the CPI adjustments made during the original term. Annual adjustments for operating costs will continue in the same manner as during the original term of the lease.

F. In the event the Cost of Living Index decreases at any time during the term of the lease, the rental amount will be reduced accordingly. The amount of any such reductions will be determined in the same manner as the increases in rent provided under this clause.

16. Tax Adjustment (09/2021) 6.2.9

A. The Government shall pay for its share of increases in real estate taxes over the taxes paid for the calendar year in which its lease commenced. Payment will be in a lump sum and become due on the first workday of the month following the month in which paid tax receipts for the base year and the current year are presented to the CO, subject to the availability of funds. The Government will be responsible for payment only if the receipts are submitted within sixty (60) calendar days of the date the tax payment is due. If no full tax assessment is made during the calendar year in which the Government lease commenced, the base year will be the first year of a full assessment.

B. The Government's share of the tax increase will be calculated by multiplying the ratio of the square feet occupied by the Government to the total rentable square feet in the building by the total tax increase.

If the Government's lease terminates before the end of a calendar year, payment will be based on the percentage of the year in which the Government occupied the space. The payment will not include penalties for non-payment or delay in payment. If there is any variance between the tax assessed value of the Government's space and other space in the building, the Government may adjust its share of the tax increase.

C. The Government may contest the tax assessment by initiating legal proceedings on behalf of the Government and the Lessor or the Government alone. If the Government is precluded from taking legal action, the Lessor shall contest the assessment upon reasonable notice by the Government. If the Government elects to contest the tax assessment, payment shall become due on the first workday

Standard Space Lease, 01/2022 OMB Control No. 2120-0595 of the month following conclusion of the appeal proceedings.

D. In the event of any decreases in real estate taxes occurring during the term of occupancy under the lease, the amount will be reduced accordingly. The amount of any such reductions will be determined in the same manner as increases provided under this clause.

17. Lease/Rent Commencement (09/2021) 6.2.10 The Government shall issue a Supplemental Agreement, to establish the lease/rent commencement date after the acceptance of space, if different from the date previously established in the lease. The rent commencement date shall be the date that the leased premises are accepted in writing by the Government. The Government shall not be required to commence rent prior to acceptance of the space by the Government.

18. Incremental Occupancy (01/2022) 6.2.11 The Government shall have the right to elect to occupy the space in increments prior to the substantial completion of the entire leased premises. In case of incremental occupancy, the Government shall pay rent in an amount equal to:

Ratio of the number of square feet occupied the total number of square feet leased X total monthly rent = Incremental rent

Such incremental rent shall be paid upon the first business day of the month following the month that each increment of space is substantially complete and is accepted by the Government. The commencement date of the lease term will be the date on which the last increment of space is accepted by the Government.

19. Holdover (09/2021) 6.2.12 If after the expiration of the Lease, the Government shall retain possession of the premises, the Lease shall continue in full force and effect on a month-to-month basis. Payment shall be made in accordance with the Consideration clause of the Lease at the rate paid during the Lease term. This period shall continue until the Government shall have signed a new lease with the Lessor, acquired the property in fee, or vacated the premises.

20. Fixed Holdover (01/2022) 6.2.12-1 If after the expiration of the Lease, the Government shall retain possession of the premises, the Lease shall continue in full force and effect on a month-to-month basis for a period not to exceed <insert number of days>. Payment shall be made in accordance with the Consideration clause of the Lease, in arrears on a prorated basis, at the rate paid during the Lease term.

21. RE Clauses Incorporated by Reference (09/2021) 6.3.0 This solicitation or contract, as applicable, incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text. Upon request, the RECO will make the full text available, or the full text may be obtained via internet at https://fast.faa.gov/RPF_Real_Property_Clauses.cfm.

A. Interest (09/2021) 6.3.0-1 B. Officials Not To Benefit (09/2021) 6.3.0-2 C. Assignment of Claims (09/2021) 6.3.0-3 D. Contracting Officer's Representative (09/2021) 6.3.0-4 E. Contingent Fees (09/2021) 6.3.0-5 F. Anti-Kickback Procedures (09/2021) 6.3.0-6 G. Equal Opportunity (09/2021) 6.3.0-7 H. Equal Opportunity for Veterans (09/2021) 6.3.0-8

Standard Space Lease, 01/2022 OMB Control No. 2120-0595

I. Affirmative Action for Workers with Disabilities (09/2021) 6.3.0-9 J. Davis Bacon Act (01/2022) 6.3.0-10

K. Minimum Wages for Contractor Workers Under Executive Order 14026 (01/2022) 6.3.0-11

22. Funding Responsibility for FAA Facilities (09/2021) 6.3.6 The Contractor agrees that all Contractor requested relocation(s), replacement(s), or modification(s) of any existing or future FAA navigational aid or communication system(s) necessitated by Contractor improvements or changes will be at the expense of the Contractor. In the event that the Contractor requested changes or improvements interferes with the technical and/or operational characteristics of the FAA's facility, the Contractor will immediately correct the interference issues at the Contractor’s expense. Any FAA requested relocation, replacement, or modifications shall be at the FAA's expense. In the event such relocations, replacements, or modifications are necessary due to causes not attributable to either the Contractor or the FAA, funding responsibility shall be determined by mutual agreement between the parties, and memorialized in a Supplemental Agreement.

23. Accessibility (09/2021) 6.3.7 The building and the leased premises must be accessible to persons with disabilities pursuant to the Architectural Barriers Act and Rehabilitation Act as detailed in the Architectural Barriers Act Accessibility Standards (ABAAS) 41 CFR Parts 102-71, 102-72, et al, and all applicable state and local accessibility laws and regulations. ABAAS is available at www.access-board.gov.

Subject to the exception set forth herein, separate ABAAS compliant restroom facilities for men and women must be provided on each floor where the Government leases space. Separate ABAAS compliant restroom facilities must not be required if due to the age of the building, design layout, or other structural requirements, it is technically infeasible to do so. In the event the Lessor determines that it is technically infeasible to provide separate ABAAS compliant restroom facilities, the Lessor must provide the basis for the determination of technical infeasibility in writing to the RECO, together with all supporting documentation.

With respect to all restrooms, water closets, and urinals, they must not be visible when the exterior door is open. Each restroom must contain toilet paper dispensers, soap dispensers, paper towel dispensers, waste receptacles, a sanitary napkin dispenser, and receptacle for each toilet in the women’s restroom, disposable toilet seat cover dispensers, a convenience outlet, and hot and cold water. Two or more drinking fountains must be provided. One drinking fountain shall be a low unit commonly called a wheelchair unit and one drinking fountain shall comply with standing persons' requirements, unless sufficient space is not available to provide both a wheelchair unit and a unit for standing persons. In such instance, and subject to the approval of the RECO, a single unit able to accommodate both disabled and non-disabled persons must be provided.

In addition, compliant accessible parking spaces must be provided in accordance with the ABAAS requirements as detailed in 42 U.S.C. 4151 and as set forth in the ABAAS Scoping Requirements.

24. Changes (09/2021) 6.3.8

A. The RECO may at any time, by written order via Supplemental Agreement, make changes within the general scope of this Lease in any one or more of the following:

i. Work or services;

Standard Space Lease, 01/2022 OMB Control No. 2120-0595

ii. Facilities or space layout;

iii. Amount of space/land;

iv. Any other change made within the scope of this lease.

B. If any such change causes an increase or decrease in the Lessor’s cost or time required for performance under this lease, the RECO will modify this Lease to provide one or more of the following:

i. An equitable adjustment in the rental rate;

ii. A lump sum equitable adjustment;

iii. An equitable adjustment of the annual operating costs per rentable square foot; or

iv. An adjustment to the delivery date.

C. The Lessor must assert its right to an adjustment by written proposal under this clause within thirty (30) days from the date of receipt of the change order. Lessor’s request must include all documentation necessary to validate his/her right to an adjustment. Failure to reach agreement on any adjustment constitutes grounds for dispute under the Contract Disputes clause.

D. Nothing in this clause excuses the Lessor from proceeding with the change as directed.

E. Absent written supplemental agreement the Government is not liable to the Lessor under this clause.

25. Failure in Performance (09/2021) 6.3.16 In the event the Contractor fails to perform a service, provide an item, or satisfy a requirement under this Contract, the Government may:

A. perform the service, provide the item, or satisfy the requirement itself, and abate the rent by its actual costs (including administrative costs) incurred in doing so, B. not correct the Contractor’s performance and abate the rent by an amount reasonably calculated to approximate the decreased value of the Contract arising from the Contractor’s failure to perform, or C. pursue termination of the contract under the “Termination” clause(s) in this Contract.

26. No Waiver (09/2021) 6.3.17 No failure by the Government to insist upon strict performance of any provision of this Contract or failure to exercise any right, or remedy consequent to a breach thereof, will constitute a waiver of any such breach in the future.

27. Non-Restoration (09/2021) 6.3.18 It is hereby agreed between the parties that, upon termination of its occupancy, including any holdover period, the Government shall have no obligation to restore and/or rehabilitate, either wholly or partially, the property that is the subject of this contract. It is further agreed that the Government may abandon in place any or all of the structures and equipment installed in or located upon said property by the Government during its tenure. Such abandoned equipment shall become the property of the contractor.

28. Quiet Enjoyment (09/2021) 6.3.25 The Contractor warrants that they have good and valid title to the premises, and rights of ingress and egress, and warrants and covenants to defend the Government’s use and enjoyment of said premises against third party claims.

29. Damage by Fire or Other Casualty or Environmental Hazards (09/2021) 6.3.26 If the premises is partially or totally destroyed or damaged by fire or other casualty or if environmentally hazardous conditions are found to exist so that the premises is untenantable as determined by the Government, the Government may agree to allow restoration/reconstruction, or may elect to terminate the contract, in whole or in part, immediately by giving written notice to the contractor and no further

Standard Space Lease, 01/2022 OMB Control No. 2120-0595 rental will be due. The Government shall have no duty to pay rent while the premises are unoccupied.

30. Delivery and Condition (09/2021) 6.3.27 Unless the Government elects to have the space occupied in increments, the space must be delivered ready for occupancy as a complete unit by the agreed upon occupancy date. The Government reserves the right to determine when the space is ready to occupy, and to assess damages in the event the occupancy date is not met.

31. Occupancy Permit (09/2021) 6.3.27-1 The premises offered must have a valid Occupancy Permit, issued by the local jurisdiction, for the intended use of the Government, or the Lessor will complete and provide a certified copy of the "Checklist: FAA Safety & Environmental Certification" form, in lieu of an occupancy permit, at the RECO’s discretion.

32. Interference (09/2021) 6.3.28 In the event that FAA operations interfere with the Contractor’s facility, the Contractor must immediately notify the RECO. The FAA will begin assessment of interference immediately upon notification.

If the Contractor or its facility interferes with the FAA’s equipment and the Contractor either knows of, or is notified by the FAA, of the interference, the Contractor will immediately remediate the interference at its own cost.

Notification under this clause must include the following information, if known:

A. type of interference, B. the commencement date of the interference, and C. the root cause of the interference.

33. Alterations (09/2021) 6.3.29 The Government shall have the right during the term of this Lease, including any extensions thereof, to make alterations, attach fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures, alterations 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. The parties hereto mutually agree and understand, that no restoration rights shall accrue to the Lessor for any alterations or removal of alterations to the leased premises under this Lease, and that the Government shall have the option of abandoning alterations in place, when terminating the Lease, at no additional cost.

34. Hold Harmless (09/2021) 6.3.30 In accordance with and subject to the conditions, limitations and exceptions set forth in the Federal Tort Claims Act, 28 U.S.C. Ch. 17, the Government will be liable to persons damaged by any personal injury, death or injury to or loss of property, which is caused by a negligent or wrongful act or omission of an employee of the Government while acting within the scope of his office or employment under circumstances where a private person would be liable in accordance with the law of the place where the act or omission occurred. The foregoing shall not be deemed to extend the Government's liability beyond that existing under the Act at the time of such act or omission or to preclude the Government from using any defense available in law or equity.

35. Compliance with Applicable Laws (09/2021) 6.3.31 The Lessor shall comply with all federal, state and local laws applicable to the Lessor as owner or Lessor, or both, of building or premises, including, without limitation, laws applicable to the construction, ownership, alteration or operation of both or either thereof, and will obtain all necessary permits, licenses and similar items at Lessor’s expense. This Lease shall be governed by federal law.

The Government will comply with all federal, state, and local laws applicable to and enforceable

Standard Space Lease, 01/2022 OMB Control No. 2120-0595 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.

36. Examination of Records (09/2021) 6.3.32 The Comptroller General of the United States, the Administrator of FAA or a duly authorized representative of either shall, until three (3) years after final payment under this contract, have access to and the right to examine any of the Lessor’s directly pertinent books, documents, paper, or other records involving transactions related to this contract.

37. Subordination, Nondisturbance and Attornment (09/2021) 6.3.33

A. The Government agrees, in consideration of the warranties and conditions set forth in this clause, that this contract 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 contract. Based on a written demand received by the RECO, the Government will review and, if acceptable, execute such instruments as the contractor may reasonably request to evidence further the subordination of this contract 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 the contractor if such easement does not interfere with the full enjoyment of any right granted the Government under this contract.

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 contract so long as the Government is not in default under this contract. Contractor will include in any future mortgage, deed of trust or other security instrument to which this contract becomes subordinate, or in a separate non-disturbance agreement, a provision to the foregoing effect. Contractor 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 RECO 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 contractor under this contract, 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 contract had initially been entered into between such purchasers or transferees and the Government; provided, further, that the RECO 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 contract, 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.

38. Notification of Change in Ownership or Control of Land (09/2021) 6.3.34 If the Contractor sells, dies or becomes incapacitated, or otherwise conveys to another party or parties any interest in the

Standard Space Lease, 01/2022 OMB Control No. 2120-0595 aforesaid land, rights of way thereto, and any areas affecting the premises, the Government shall be notified in writing, of any such transfer or conveyance within 30 calendar days after completion of the change in property rights. Concurrent with the written notification, the Contractor or Contractor’s heirs, representatives, assignees, or trustees shall provide the Government copies of the associated legal document(s) (acceptable to local authorities) for transferring and/or conveying the property rights.

39. Change of Ownership/Novation (09/2021) 6.3.34-1

A. If during the term of the Lease, title to the Property is transferred or the Lessor changes its legal name, the Lessor shall notify the Government within five days of the transfer of title/change of name.

B. The Government and the Lessor must execute a Supplemental Agreement acknowledging the transfer of title or name change.

C. If title to the Property is transferred, the Government, the original Lessor (Transferor), and the new owner or assignee (Transferee) shall execute a Novation Agreement providing for the transfer of Transferor's rights and obligations under the Lease to the Transferee. When executed on behalf of the Government, a Novation Agreement will be made part of the Lease via Supplemental Agreement.

D. The RECO may request additional information (e.g., copy of the deed, bill of sale, certificate of merger, contract, court decree, articles of incorporation, operation agreement, partnership certificate of good standing, etc.) from the Transferor or Transferee to verify the parties' representations regarding the transfer.

E. If the RECO determines that recognizing the Transferee as the Lessor will not be in the Government's interest, the Transferor shall remain fully liable to the Government for the Transferee's performance of obligations under the Lease, notwithstanding the transfer. Under no condition shall the Government be obligated to release the Transferor of obligations prior to (a) the rent commencement date; and (b) any amounts due and owing to the Government under the Lease that have been paid in full or completely set off against the rental payments due under the Lease.

F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award Management (SAM) for purposes of “All Awards”, and complete all required representations and certifications within SAM and the “Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment” in this contract.

G. If title to the Property is transferred, rent shall continue to be paid to the original Lessor, subject to the Government's rights as provided for in this Lease. The Government's obligation to pay rent to the Transferee shall commence on the effective date of the Lease Amendment incorporating the Novation Agreement. The Lease Amendment will not be issued until the Government has received all information reasonably required by the RECO, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in sub-paragraph F.

40. Sublease (09/2021) 6.3.35 The Government reserves the right to sublease the space covered under this Lease to another agency or private party. In subleasing this space to another party, the

Standard Space Lease, 01/2022 OMB Control No. 2120-0595

Government is not relieved from its responsibilities under the terms of this Lease unless otherwise agreed upon with the Lessor.

41. Integrated Agreement (09/2021) 6.3.36 This Contract, 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 this Contract.

42. Unauthorized Negotiating (09/2021) 6.3.37 In no event shall the Contractor enter into negotiations concerning the premises with anyone other than the RECO or his/her designee.

43. Inspection of Leased Premises (09/2021) 6.3.38 To ensure a safe and healthy work environment for government employees, agents, and assigns, and to ensure the Contractor’s performance under this contract, the Government at all times and places during the term of the contract has the right to:

A. inspect the leased premises and all other areas of the building to which access is necessary, B. test all performance requirements under the contract, and C. perform any necessary sampling and evaluation to ensure contract compliance.

If inspection reveals a contractual non-conformance, then the Government may require the Contractor to perform in accordance with the contract requirements at no increase in contract amount or the Government, in its sole discretion, may perform the work itself in accordance with the “Failure in Performance” clause of this Contract.

The presence or absence of a government inspection does not relieve the Contractor from any contract requirement, nor is the inspector authorized to change any term or condition of the contract without the RECO’s written authorization.

44. Contract Disputes (09/2021) 6.3.39

A. All contract disputes arising under or related to this contract shall be resolved through the Federal Aviation Administration (FAA) dispute resolution system at the Office of Dispute Resolution for Acquisition (ODRA) and shall be governed by the procedures set forth in 14 C.F.R. Parts 14 and 17, which are hereby incorporated by reference. Judicial review, where available, will be in accordance with 49 U.S.C. 46110 and shall apply only to final agency decisions. A contractor may seek review of a final FAA decision only after its administrative remedies have been exhausted.

B. The filing of a contract dispute with the ODRA may be accomplished by mail, overnight delivery, hand delivery, or by facsimile, or if permitted by Order of the ODRA, by electronic filing. A contract dispute is considered to be filed on the date it is received by the ODRA during normal business hours. The ODRA's normal business hours are from 8:30 am to 5:00 pm Eastern Time.

C. Contract disputes are to be in writing and shall contain:

i. The contractor's name, address, telephone and fax numbers and the name, address, telephone and fax numbers of the contractor's legal representative(s) (if any) for the contract dispute;

ii. The contract number and the name of the Contracting Officer;

iii. A detailed chronological statement of the facts and of the legal grounds for the contractor's positions regarding each element or count of the contract dispute (i.e., broken down by individual claim item), citing to relevant contract provisions and documents and attaching copies of those provisions and documents;

iv. All information establishing that the contract dispute was timely filed;

v. A request for a specific remedy, and if a monetary remedy is requested, a sum certain must be specified and pertinent cost information and documentation (e.g., invoices and terminated checks)

Standard Space Lease, 01/2022 OMB Control No. 2120-0595 attached, broken down by individual claim item and summarized; and

vi. The signature of a duly authorized representative of the initiating party D. Contract disputes shall be filed at the following address:

i. For filing by hand delivery, courier or other form of in-person delivery:

Office of Dispute Resolution for Acquisition Federal Aviation Administration 600 Independence Avenue SW., Room 2W100 Washington, DC 20591; or

For filing by U.S. Mail:

Office of Dispute Resolution for Acquisition Federal Aviation Administration 800 Independence Avenue SW Washington, DC 20591 [Attention: AGC-70, Wilbur Wright Bldg. Room 2W100]; or

Telephone: (202) 267-3290 Facsimile: (202) 267-3720 Alternate Facsimile: (202) 267-1293; or

ii. Other address as specified in 14 CFR Part 17.

E. A contract dispute against the FAA shall be filed with the ODRA within two (2) years of the accrual of the contract claim involved. A contract dispute by the FAA against a contractor (excluding contract disputes alleging warranty issues, fraud or latent defects) likewise shall be filed within two (2) years after the accrual of the contract claim. If an underlying contract entered into prior to the effective date of this part provides for time limitations for filing of contract disputes with the ODRA which differ from the aforesaid two (2) year period, the limitation periods in the contract shall control over the limitation period of this section. In no event will either party be permitted to file with the ODRA a contract dispute seeking an equitable adjustment or other damages after the contractor has accepted final contract payment, with the exception of FAA claims related to warranty issues, gross mistakes amounting to fraud or latent defects. FAA claims against the contractor based on warranty issues must be filed within the time specified under applicable contract warranty provisions. Any FAA claims against the contractor based on gross mistakes amounting to fraud or latent defects shall be filed with the ODRA within two (2) years of the date on which the FAA knew or should have known of the presence of the fraud or latent defect.

F. A party shall serve a copy of the contract dispute upon the other party, by means reasonably calculated to be received on the same day as the filing is to be received by the ODRA.

G. After filing the contract dispute, the contractor should seek informal resolution with the Contracting Officer.

H. The FAA requires continued performance with respect to contract disputes arising under this contract, in accordance with the provisions of the contract, pending a final FAA decision.

I. The FAA will pay interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the contract dispute, or (2) the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on contract disputes shall be paid at the rate fixed by the Secretary of the Treasury that is applicable on the date the Contracting Officer receives the

Standard Space Lease, 01/2022 OMB Control No. 2120-0595 contract dispute and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary until payment is made. Interest will not accrue for more than one year.

J. Additional information and guidance about the ODRA dispute resolution process for contract disputes can be found on the ODRA website at http://www.faa.gov.

45. System for Award Management - Real Property (SAM Waiver) (09/2021) 6.4.1 The System for

Award Management (SAM) is the Government's required method to receive vendor information.

However, you have been granted an exception to SAM and therefore must provide your initial payment information and any future changes to your payment information to the RECO on a completed and signed "Vendor Miscellaneous Payment Information" form, together with any other required notice under this lease.

46. System for Award Management - Real Property (09/2021) 6.4.1-1 The FAA uses the System for Award Management (SAM) as the primary means to maintain contractor information required for payment under any FAA lease.

A. Definitions. As used in this clause:

i. “SAM database” means the primary Government repository for contractor information required to the conduct of business with the Government.

ii. “Contractor” is synonymous with “Lessor” or “Grantor” for real property leases, easements, or other contracts.

iii. “Data Universal Numbering System (DUNS) number” means the 9-digit number assigned by Dun and Bradstreet, Inc. (D&B) to identify unique business entities.

iv. “Data Universal Numbering System +4 (DUNS+4) number” means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts for the same parent concern.

v. “Registered in the SAM database” means that the Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the SAM database.

B. By submission of an offer, the Contractor acknowledges that:

i. A prospective awardee will be registered in the SAM database prior to award, during performance, and through final payment.

ii. The Contractor will enter, in the space below, the Contractor's DUNS or DUNS+4 number that identifies the Contractor's name and address exactly as stated in the offer. The DUNS number will be used by the RECO to verify that the Contractor is registered in the SAM database.

DUNS or DUNS+4 Number: __________________________ C. If the Contractor does not have a DUNS number, it will contact Dun and Bradstreet directly to obtain one.

i. A Contractor may obtain a DUNS number:

a. If located within the United States, by calling Dun and Bradstreet at 1-866-705-5711 or via the Internet at http://www.dnb.com; or

b. If located outside the United States, by contacting the local Dun and Bradstreet office.

ii. The Contractor will be prepared to provide the following information:

a. Company* legal business name.

b. Tradestyle, doing business, or other name by which your entity is commonly recognized.

c. Company Physical Street Address, City, State, and Zip Code.

Standard Space Lease, 01/2022 OMB Control No. 2120-0595

d. Company Mailing Address, City, State and Zip Code (if separate from physical).

e. Company Telephone Number.

f. Date the company was started.

g. Number of employees at your location.

h. Chief executive officer/key manager.

i. Line of business (industry).

j. Company Headquarters name and address (reporting relationship within your entity).

* Individual (non-corporate) Lessors/Grantors of real property that are not normally in the business of leasing real property: You should consider your leasing to the Government as a separate business (usually a sole proprietorship) then provide the pertinent ownership information as a sole proprietor when providing this information to Dunn & Bradstreet.

D. If an otherwise successful Offeror does not become registered in the SAM database in the time prescribed by the RECO, the RECO may proceed to award to the next otherwise successful registered Offeror, if the RECO determines it to be in the best interests of the Government.

E. Processing time, normally 48 hours, will be taken into consideration when registering. Offerors who are not registered will consider applying for registration immediately upon receipt of this solicitation.

F. The Contractor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on…