Ingrant Lease Template.pdf

FOR OFFICAL USE ONLY

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DRAF

LEASE FOR REAL PROPERTY

By and Between

THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

as Lessor

LEASE NO.

THIS LEASE IS BEING ACQUIRED UNDER THE AUTHORITY OF

NATIONAL AERONAUTICS AND SPACE ACT (51 U.S.C. §20113 (C))

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Lease for Real Property By and Between

The National Aeronautics and Space Administration

TABLE OF CONTENTS

2. Lease Term

3. Renewal

4. Termination

5. Rental Consideration

6. Operating Expenses

7. Lessor Provided Services

8. Failure in Performance

3 21. Covenant Against Contingent Fees 15

3 22. Examination of Records 15

4 23. Notices 15

4 24. Notice of Change In Ownership or 16 Management

4 25. Mutuality of Obligation 16 6 26. Severability 16 8 27. Release of General Information to the 17

9. Lessor's Successors 8

10. Alterations by NASA 9

11. Changes 9

12. Proposals for Adjustments 10

13. Disputes 10

14. Assignment of Claims 12

15. Code Compliance 12

16. Condition Report 12

17. Environmental Considerations 12

18. Inspection 13

19. Damage by Fire or Other Casualty 13

20. Equal Opportunity Clause 13

Public and Media

28. Prompt Payment 17

29. Counterparts 18

30. No Waiver 18

31. Compliance with Applicable Law 19

32. Anti-Deficiency Act 19

33. Integrated Agreement 19

34. Use of NASA Name and Emblems 19

35. Hubzone Small Business Concern 20

Additional Performance Requirements

36. Asbestos Abatement 21

Signature Page 22 Exhibit A Legal Description/Drawings/

/Floor Plan Exhibit B Rental Summary

Exhibit D RESERVED

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LEASE FOR REAL PROPERTY

BY AND BETWEEN

THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

THIS LEASE, is made and entered into this day of , by and between ("Lessor") whose address is and the National Aeronautics and Space Administration ("NASA") Headquarters located at ADDRESS. NASA enters into this Lease in accordance with the National Aeronautics and Space Act (51 U.S.C.

§20113 (c)). NASA and Lessor may be individually referred to as a "Party" or collectively referred to as "Parties."

WITNESSETH: The parties hereto for the considerations hereinafter mentioned, covenant and agree as follows:

The Lessor hereby leases to NASA the following premises described, as shown in Exhibit "A":

FULL TIME EXCLUSIVE USE of XXX,XXX rentable of space, to be used for such lawful purposes as may be determined by NASA and reasonably approved by Lessor, and outside unreserved parking for 0 vehicles, (hereinafter referred to as the “Premises”). There is additional shared parking.

All of the above are situated at BUILDING ADDRESS, CITY, STATE, ZIP CODE.

2. LEASE TERM

To have possession, use and quiet enjoyment of the said premises with their appurtenances for a ______year term beginning month day, year to month day, year, subject to termination and renewal rights as may be hereinafter set forth.

3. Renewal

This lease may be renewed at the option of NASA, for the following period and at the following terms:

________ additional _______ year periods, provided that NASA gives the Lessor a ninety (90) day written notice to renew, and provided further, that the renewal of this Lease is subject to adequate appropriations being made available for the payment of rentals. Lease Provision Number 37, entitled “RENTAL SUMMARY,” contains the payment terms for the base and option years.

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4. TERMINATION

Notwithstanding the rights provided in any other paragraph, NASA may terminate this lease on or anytime after the first anniversary by giving at least one hundred and eighty (180) days’ notice in writing to the Lessor and no rental shall accrue after the effective date of termination. Said notice shall be computed commencing with the day after the date of mailing.

5. RENTAL CONSIDERATION

NASA shall pay Lessor a base rental payment of $XXXX.XX annually or $XXXX.XX monthly in arrears on or about the tenth day of each calendar month during the term. Rent for a lesser period shall be prorated. Rent payments shall be made by Electronic Funds Transfer (EFT) payable to LESSOR NAME.

In compliance with Federal Law (specifically, Public Law 104-134, The Debt Collection Improvement Act of 1994), contractors are to provide their banking data to the US Government's "System for Award Management (SAM)" [www.sam.gov]. All agencies/ departments of the US Government are to use this information to make their electronic payments. Prior to the execution of the Lease, Lessor agrees to complete registration in the SAM and return the Cage Code and Tax ID to NASA. Lessor acknowledges that prior to the commencement of any rental payments by NASA, Lessor will have completed SAM Registration.

6. OPERATING, MAINTENANCE, AND UTILITY EXPENSES

a. Base Rate for Operating Expenses The services listed below shall be considered “Operating Expenses,” as further defined in Section 7. The Lessor agrees that the total base rate per square foot for Operating Expenses (in annual total, the “Base Amount”) shall be $xx.xx, as follows:

http://www.sam.gov/

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b. Overages or Shortages

Any amount incurred by the Lessor which are in excess of the estimated base operating costs for each year will be paid by NASA to the Lessor annually, subject to the limitations established in sub-paragraph 6 (c) below. If the actual amount is less than the estimated base annual operating costs, the Lessor shall reimburse NASA annually. The yearly accounting period for operating expenses shall be 1 January through 31 December. The first annual operating expense reconciliation shall be at the conclusion of the first full calendar year.

The Lessor further agrees to provide to NASA, within 120 days after the close of each calendar year, an accounting of the current status of the operating expenses.

Upon termination or expiration of this lease, any adjustment for operating expenses due the Lessor must be billed within 60 days to be valid.

c. Limitation of NASA Liability

The Lessor agrees to provide to NASA, within 90 days after the close of each twelve (12) month period ending on May 31 (each a “Lease Year”), an accounting of the current status of Operating Expenses (the “Accounting”). The Lease Year shall be the accounting period for Operating Expenses. The first annual Operating Expense reconciliation shall be as of May 31ST following the first full lease term 2. If the Accounting shows that the Operating Expense payments made by NASA are more than the actual Operating Expenses paid by the Lessor for the Lease Year, the Lessor shall provide a credit against Base Rent to NASA for the overage within thirty (30) days of delivery of the Accounting. If the Accounting shows that the Operating Expenses payments made by NASA are less than the actual Operating Expenses paid by the Lessor for the Lease Year, NASA shall reimburse the Lessor for the shortage within thirty (30) days of delivery of the Accounting.

d. Permanent Adjustments

The operating expenses under this lease may be permanently increased or decreased by written notice by either party, with mutual consent, if the actual operating costs vary by 10% or more in any given year. Any change will be effected by supplemental agreement executed by both parties and reimbursed by lump sum payment. The basis for determining any increase or decrease will be that amount in excess of or less than the amount paid by the Lessor annually, according to the base rates itemized above. Such increase or decrease shall be based upon the Lessor providing NASA with copies of paid bills, receipts, and other records, including payroll issued by the respective company or agency for the respective operating costs (exclusive of forfeited discount, penalties and interest).

e. Contractual Operating Expenses

NASA acknowledges that some of the services included in Operating Expenses may be or have been contracted for by the Lessor to include the annual dark fiber permit. NASA hereby reserves the right to make payments for such services either directly to the provider or to the Lessor, at NASA’s convenience. If NASA exercises its right, NASA will provide written notice to the Lessor in a sufficient

Page 6 of 24 Generation Time: 11/20/2024 1:35:28 PM time frame to not incur such expenses with the Lessor. The estimated Operating Expenses shall be adjusted accordingly.

7. LESSOR PROVIDED SERVICES

The Lessor shall furnish to NASA, as part of the rental consideration, the following:

a. FULL-TIME EXCLUSIVE USE: Full-time exclusive use and occupancy of the Premises. NASA shall have access to the Premises, Building, and common areas within the Property, twenty-four (24) hours a day, seven (7) days a week except for as otherwise provided for herein.

b. LIGHTING: The Lessor will provide adequate lighting in all areas within the leased space. Blinking or burned-out bulbs and ballasts shall be replaced in a timely manner by Lessor.

c. HOT AND COLD POTABLE WATER: In the event, at any time during

NASA occupancy, the drinking water is found not to meet safe drinking standards, the Lessor shall take prompt action to correct the causes which are within its control.

d. ADEQUATE PLUMBING: Lessor will provide adequate plumbing and sewerage to the Building. Lessor will promptly repair any leaks, breaks or clogs up to the point of entry into the Building. NASA will promptly report any leaks, breaks or clogs to the Lessor that occur within the Premises.

e. UTILITIES AND OTHER SERVICES: Lessor shall obtain and pay for all gas, electric, janitorial services, snow and ice removal, sewerage, water, interior and exterior building maintenance, landscaping and other related items to maintain the premises in good repair and condition, collectively "Operating Expenses." Said services shall be paid for by NASA as an Operating Expense as defined in Exhibit "C". above, excluding NASA submeter electric by for specialty equipment such as server room HVAC, rooftop equipment or other NASA equipment beyond typical office equipment. The charges shall be calculated and billed quarterly to NASA.

f. PARKING: In accordance with local County Code, Lessor must provide a minimum of XXX parking spaces per XXX,XXX square feet. Therefore, in accordance with County Code, the Lessor is providing XXX unreserved parking spaces, based upon NASA leasing XXX,XXX square feet.

g. MAINTENANCE AND TESTING OF SYSTEMS

1. The Lessor is responsible for the total maintenance, repair and replacement of the Building, and the Property. Such maintenance, repairs and replacements include the site and private access roads, and all necessary repairs and replacements to the loading docks, ramps, levelers and all other associated equipment and features.

All equipment and systems shall be maintained, repaired, and replaced to provide reliable, energy efficient service without unusual interruption, disturbing noises, exposure to fire or safety hazards, uncomfortable drafts, excessive air velocities, or unusual emissions of dirt. The Lessor's maintenance responsibility includes initial supply and replacement of all supplies, materials, and equipment necessary for such maintenance. Maintenance, testing, and inspection of appropriate equipment and systems shall be done

Page 7 of 24 Generation Time: 11/20/2024 1:35:28 PM in accordance with current applicable codes, and inspection certificates shall be displayed as appropriate. Copies of all records in this regard shall be forwarded to NASA's designated representative upon request.

2. At the Lessor's expense, NASA reserves the right to require documentation of proper operations or testing inspection, testing, and maintenance of fire protection systems, such as fire alarm, fire sprinkler, standpipes, fire pump, emergency lighting, illuminated exit signs, emergency generator, prior to occupancy to ensure proper operation. These tests shall be witnessed by NASA designated representative upon request.

3. Lessor's designated building superintendent who will be available to promptly respond to deficiencies, and immediately address all emergency situations is:

Telephone: (24 hours).

4. Lessor will provide daily office trash service collection and disposal.

5. 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. Upon request of NASA, the Lessor shall provide written documentation that Building systems have been properly maintained, tested, and are operational within manufacturer's warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards, including standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc.

6. The demised premises shall be free of hazardous materials, hazardous substances, and hazardous wastes, as defined by and according to applicable Federal, state, and local environmental regulations. Lessor shall, to the extent of its knowledge, notify NASA of the introduction of any hazardous materials onto the Property by Lessor or others, including but not limited to, co-tenants occupying space in the Building.

7. Actionable mold is mold of types and concentrations in excess of that found in the local outdoor air. The NASA Space shall be free from actionable mold and free from any conditions that reasonably can be anticipated to permit the growth of actionable mold or are indicative of the possibility that actionable mold will be present (indicators).

i. SNOW AND ICE REMOVAL: Lessor shall provide snow removal services for NASA on all days for which this Lease has designated normal hours.

Lessor shall clear parking lots, sidewalks, walkways, areas in front of loading docks, and entrances (but excluding dock ramps and stairs).

The snow removal shall take place as soon as possible, without exception.

Should accumulation continue throughout the day, the Lessor shall provide such additional snow removal services to prevent accumulation.

In addition to snow removal, the Lessor shall keep sidewalks, walkways, areas in front of loading docks, and entrances (excluding dock ramps and stairs) free of ice during the normal hours.

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j. The Lessor shall provide a Building superintendent or a locally designated representative available to promptly respond to deficiencies, and immediately address all emergency situations. Point of contact will be:

Phone - Email -

k. JANITORIAL SERVICES: Lessor agrees to provide monthly janitorial services per the janitorial specifications noted in Exhibit "D" Said cost is included in the Operating Expenses. Lessee shall be responsible for any additional costs for services outside of the attached janitorial specifications or any cost increases after the first year of the Term.

8. FAILURE IN PERFORMANCE

The covenant to pay Rent and the covenant to allow access to the Premises under this lease are interdependent. In the event of failure by the Lessor to allow access to the Premises required under this Lease NASA may, deduct from any payment or payments under this Lease then or thereafter due, the resulting non accessibility NASA, including all administrative costs. If NASA elects to perform any such requirement, NASA and each of its contractors shall be entitled to access any and all areas of the property, access to which is necessary to perform any such requirement, and the Lessor shall afford and facilitate such access.

Alternatively, NASA may deduct from any payments under this Lease, then or thereafter due, an amount, which reflects the reduced value of the Lease covenant not performed. No deduction from rent pursuant to this clause shall constitute a default by NASA under this Lease. These remedies are not exclusive and are in addition to any other remedies, which may be available under this lease or at law.

9. LESSOR'S SUCCESSORS

The terms and provisions of this lease and the conditions herein shall bind the Lessor, and the Lessor's heirs, executors, administrators, successors, and assigns as if they were original signatories to this lease.

10. ALTERATIONS BY NASA

NASA, with the Lessor's approval, which shall not be unreasonably withheld, shall have the right during the existence of this lease to make any alterations, attach fixtures, and erect additions and structures to the Premises, which fixtures, additions, and structures shall be and remain the property of NASA and which may be removed prior to the expiration or termination of this lease or which may be left in place. In negotiating any such improvements, NASA will negotiate a management fee which will offset future removal costs to Lessor. As such, at termination of the Lease, NASA shall have no responsibility, financial or otherwise, to either restore the premises or to make payment in lieu thereof. NASA shall not restore, either physically or by payment in lieu thereof, reasonable and ordinary wear and tear, damage by the elements or by circumstances over which NASA has no control, and/or any alterations, or damage thereto, which the Lessor installed and was reimbursed by NASA through payment therefore or which NASA installed at its own expense with the Lessor's prior approval.

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11. CHANGES DRAFT

a. NASA’s Signatory (or designated representative) may, at any time, by written order, make changes within the general scope of this lease in any one or more of the following:

(1) Specifications (including drawings and designs);

(2) Work or services; or

(3) Facilities or space layout

b. If any such change causes an increase or decrease in the Lessor's cost of, or the time required for, performance under this lease, whether or not changed by the order, the NASA Signatory (or designated representative) shall modify this lease to provide for one or more of the following:

(1) A modification of the delivery date;

(2) An equitable adjustment in the rental rate;

(3) A lump sum equitable adjustment; or

(4) an equitable adjustment of the annual Operating Expenses per square foot specified in this Lease.

c. The Lessor shall assert its right to an adjustment under this clause within 30 days from the date of receipt of the change order and shall submit a proposal for adjustment. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Lessor from proceeding with the change as directed.

d. Absent such written change order, NASA shall not be liable to Lessor under this clause.

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12. PROPOSALS FOR ADJUSTMENT

a. The NASA Signatory (or designated representative) may, from time to time during the term of this lease, require changes to be made in the work or services to be performed and in the terms or conditions of this lease. Such changes will be required under the Changes clause.

b. If the NASA Signatory (or designated representative) makes a change within the general scope of the lease, the Lessor shall submit, in a timely manner, an itemized cost proposal for the work to be accomplished or services to be performed when the cost exceeds $25,000.

The proposal, including all subcontractor work, will contain at least the following details:

(1) Material quantities and unit costs;

(2) Labor costs (identified with specific item or material to be placed or operation to be performed);

(3) Equipment costs;

(4) Workman's compensation and public liability insurance;

(5) Overhead;

(6) Profit; and

(7) Employment taxes under FICA and FUTA.

c. The following Federal Acquisition Regulation (FAR) provisions also apply to all proposals exceeding $500,000 in cost:

(1) The Lessor shall provide cost or pricing data including subcontractor cost and pricing data (48 CFR 15.804-2);

(2) The Lessor's representative, all contractors, and subcontractors whose portion of the work exceeds $500,000 must sign and return the "Certificate of Current Cost or Pricing Data" (48 CFR 15.804-4); and

(3) The agreement for "Price Reduction for Defective Cost or Pricing Data" must be signed and returned (48 CFR 15.804-8).

d. Lessors shall also refer to 48 CFR Part 31, Contract Cost Principles, for information on which costs are allowable, reasonable, and allocable in NASA work.

13. DISPUTES

a. This lease is subject to the Contract Disputes Act of 1978 (41 USC 601-613).

b. Except as provided in the Contract Disputes Act ("Act"), all disputes arising under or relating to this lease shall be resolved under this clause.

c. "Claim" as used in this clause, means a written demand or written assertion by one of the leasing parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of lease terms, or other relief arising under or relating to this lease. A claim arising under a lease, unlike a claim relating to that lease, is a claim that can be resolved under a lease clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the Lessor seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by subparagraph

(d) (2) below. A voucher, invoice, or other routine request for payment that is

Page 11 of 24 Generation Time: 11/20/2024 1:35:28 PM not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

d. (1) A claim by the Lessor shall be made in writing and submitted to the

NASA Signatory (or designated representative) for a written decision.

A claim by NASA against the Lessor shall be subject to a written decision by the NASA Signatory (or designated representative).

(2) For Lessor claims exceeding $100,000, the Lessor shall submit with the claim a certification that:

(i) The claim is made in good faith;

(ii) Supporting data are accurate and complete to the best of the

Lessor's knowledge and belief; and

(iii) The amount requested accurately reflects the contract adjustment for which the Lessor believes NASA is liable.

(3) (i) If the Lessor is an individual, the certification shall be executed by that individual.

(ii) If the Lessor is not an individual, the certification shall be executed by:

(A) A senior company official in charge at the Lessor's plant or location involved; or

(B) An officer or general partner of the Lessor having overall responsibility for the conduct of the Lessor's affairs.

e. For Lessor claims of $100,000 or less, the NASA Signatory (or designated representative) must, if requested in writing by the Lessor, render a decision within 60 days of the request. For Lessor certified claims over $100,000, the Contractor Officer must, within 60 days, decide the claim or notify the Lessor of the date by which the decision will be made.

f. The NASA Signatory (or designated representative)'s decision shall be final unless the Lessor appeals or files a suit as provided in the Act.

g. At the time a claim by the Lessor is submitted to the NASA Signatory (or designated representative) or a claim by NASA is presented to the Lessor, the parties, by mutual consent, may agree to use alternative means of dispute resolution. When using alternative dispute resolution procedures, any claim, regardless of amount, shall be accompanied by the certification described in paragraph (d)(2) of this clause, and executed in accordance with paragraph (d)(3) of this clause.

h. NASA shall pay interest on the amount found due and unpaid from: (1) the date the NASA Signatory (or designated representative) receives the claim (properly certified is required), or (2) the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable to the period during which the NASA Signatory (or designated representative) receives the claim and then at the rate applicable for each 6 month period as fixed by the Treasury Secretary during the pendency of the claim.

i. The Lessor shall proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the NASA Signatory (or designated representative).

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14. ASSIGNMENT OF CLAIMS

Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U.S.C. 203, 41 U.S.C. 15), if this lease provides for payments aggregating $1,000 or more, claims for moneys due or to become due the Lessor from NASA under this contract may be assigned to a bank, trust company, or other financial institution, including any Federal lending agency, and may thereafter be further assigned or reassigned to any such institution. Any such assignment or reassignment shall cover all amounts payable under this contract and not already paid, and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in such financing.

Notwithstanding any provisions of this contract, payments to an assignee of any moneys due or to become due under this contract shall not, to the extent provided in said Act, as amended, be subject to reduction or set-off.

15. CODE COMPLIANCE

The Lessor warrants this property, as occupied by NASA, to be in compliance with all federal, state and local environmental codes. Lessor agrees that future improvements made to the Premises on NASA's behalf by Lessor shall be in compliance with all federal, state and local environmental codes. Should any violation of these codes exist or occur on future improvements requested, the Lessor will immediately correct those violations at the Lessor's sole cost (except any violations arising due to NASA's specific use shall be corrected at NASA's expense). Upon a failure by the Lessor to correct such violations, NASA may, at its option, effect the corrections and deduct such costs from rent due or terminate the lease.

Any improvements made to the Premises by NASA shall also be in compliance with all applicable federal, state and local environmental codes. Costs of correcting any violations stemming directly from NASA improvements will be the sole responsibility of

NASA.

16. CONDITION REPORT

A joint physical survey and inspection report of the Premises shall be made as of reflecting the then present condition and will be signed on behalf of the parties hereto.

17. ENVIRONMENTAL CONSIDERATIONS

The Lessor represents and certifies that the land offered for lease was not a site used as a hazardous waste operation. If it is later determined that the presence or management of hazardous waste has been misrepresented, NASA reserves the right to require the Lessor, at no cost to NASA, to abate (remove, encapsulate, enclose or

Page 13 of 24 Generation Time: 11/20/2024 1:35:28 PM repair) such asbestos and/or mitigate hazardous waste conditions, with such work performed in accordance with Federal (e.g. EPA, OSHA, and DOT), State and local regulations and guidance, or alternatively, NASA may terminate the lease. This is in addition to other remedies available to NASA. NASA agrees that it will not use the Premises for any hazardous waste operations.

18. INSPECTION BY NASA AND LESSOR ACCESS

Notwithstanding any other provision of this Lease, Lessor acknowledges that pursuant to NASA's security requirements, access to the demised premises or portions thereof may be restricted and may require, among other things, (i) advance notice, (ii) continuous escort by authorized personnel of NASA and/or its related entities (iii) badging.

19. DAMAGE BY FIRE OR OTHER CASUALTY

If the Premises shall be destroyed by fire or other casualty as shall render the Premises totally unfit for occupancy by NASA for more than sixty (60) days, this Lease, upon surrender and delivery to Landlord of the Premises, shall terminate and be at an end. In case of partial destruction or damage, so as to render the Premises untenantable by any cause mentioned in the preceding sentence, Landlord shall, at its own expense, restore the Premises with all reasonable diligence, and the monthly installments of rent shall be abated proportionately for the period of said partial untenantable and until the Premises has been fully restored by Landlord.

20. EQUAL OPPORTUNITY CLAUSE

(The following clause is applicable unless this contract is exempt under the rules, regulations, and relevant orders of the Secretary of Labor (41 CFR, ch.60).)

During the performance of this contract, the Lessor agrees as follows:

a. The Lessor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin.

The Lessor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Lessor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the NASA Signatory (or designated representative) setting forth the provisions of this Equal Opportunity clause.

b. The Lessor will, in all solicitations or advertisements for employees placed by or on behalf of the Lessor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

c. The Lessor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or

Page 14 of 24 Generation Time: 11/20/2024 1:35:28 PM understanding, a notice, to be provided by the agency NASA Signatory (or designated representative), advising the labor union or workers' representative of the Lessor's commitments under this Equal Opportunity clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

d. The Lessor will comply with all provisions of Executive Order No. 11246 of

September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

e. The Lessor will furnish all information and reports required by Executive

Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

f. In the event of the Lessor's noncompliance with the Equal Opportunity clause of this contract or with any of the said rules, regulations or orders, this contract may be canceled, terminated, or suspended, in whole or in part, and the Lessor may be declared ineligible for further NASA contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.

g. The Lessor will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Lessor will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event the Lessor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the Lessor may request the United States to enter into such litigation to protect the interests of the United States.

21. COVENANT AGAINST CONTINGENT FEES

The Lessor warrants that no person or selling agency has been employed or retained to solicit or secure this lease upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Lessor for the purpose of securing business. For breach or violation of this warranty NASA shall have the right to annul this lease without liability or in its discretion to deduct from the rental price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. (Licensed real estate agents or brokers having listings on property for rent, in accordance with general business practice, and who have not obtained such licenses for the sole purpose of effecting this lease, may be considered as bona fide employees or agencies within the exception contained in this clause.)

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22. EXAMINATION OF RECORDS

a. The Lessor agrees that the United States of America and/or the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under this lease, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Lessor involving transactions related to this lease.

b. The Lessor further agrees to include in all his contracts and subcontracts hereunder a provision to the effect that the subcontractor agrees that the Comptroller General of the United States or his representatives shall, until the expiration of 3 years after final payment under this lease with NASA have access to and the right to examine any directly pertinent books, documents, papers, and records of such contractor or subcontractor involving transactions related to the contract or subcontract.

23. NOTICES

Any notice under the terms of this Lease may be given in writing via email or any other appropriate method, and delivery shall be deemed notice under the terms of this Lease.

Any notice given by either Party shall be conducted only by the designated representative of each.

The following personnel are designated as the points of contact between the Parties in the performance of this Lease.

MANAGEMENT POINTS OF CONTACTS:

NASA Real Estate POC:

Lessor Real Estate POC:

24. NOTICE OF CHANGE IN OWNERSHIP

The Lessor, by written notice to NASA, will furnish notification of any change of address, ownership or management of property, name of new Lessor or line of succession. Such notice shall be provided at least fifteen (15) days prior to said change. Changes in ownership will be memorialized by supplemental agreement between original Lessor, the new Lessor and NASA. As set forth in paragraph 11, any new Lessor will be bound by the same terms, provisions and conditions of this Lease as if they were original signatories to this Lease.

25. MUTUALITY OF OBLIGATION

The obligations and covenants of the Lessor, and NASA's obligation to pay rent and other NASA obligations and covenants, arising under or related to this Lease, are interdependent. NASA may, upon issuance of and delivery to Lessor of a final decision asserting a claim against Lessor, set off such claim, in whole or in part, as against any payment or payments then or thereafter due the Lessor under this lease. No setoff pursuant to this clause shall constitute a breach by NASA of this lease.

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26. SEVERABILITY

If any provision of this lease or the application thereof to any person, or if any circumstance is held invalid for any reason, such invalidity shall not affect the other provisions, or any other application of this lease which can be given effect without the invalid provision or application, and to this end, all the provisions of this lease are hereby declared to be severable.

27. RELEASE OF GENERAL INFORMATION TO THE PUBLIC AND MEDIA

NASA or Lessor may, consistent with Federal law and this Agreement, release general information regarding its own participation in this Agreement as desired.

28. PROMPT PAYMENT

NASA 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 NLT the 10th day 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, if any, 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 Lessor.

(ii) The 30th day after NASA 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 Lessor's invoice is dated, provided a proper invoice is received and there is no disagreement over quantity, quality or Lessor compliance with contract requirements.

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

(1) The Lessor 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 Lessor.

(ii) Invoice date.

(iii) Lease Number.

(iv) NASA order number - or other authorization.

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

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

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

(2) NASA will inspect and determine the acceptability of the work performed or services delivered within 7 days after the receipt of a proper invoice or notification of completion of the work or services unless a different period is specified at the time the order is placed.

If actual acceptance occurs later, for the purpose of determining the payment due date and the calculation of interest, acceptance will be deemed to occur on the last day of the seven (7) day inspection period. If the work or service is rejected for failure to conform to the technical requirements of the contract, the seven (7) days will be counted beginning with receipt of a new invoice or notification.

In either case, the Lessor is not entitled to any payment or interest unless actual acceptance by NASA occurs.

c. Interest Penalty.

(1) An interest penalty shall be paid automatically by NASA, without request from the Lessor, 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 is published in the Federal Register semi-annually on or about January 1 and July 1. The interest penalty shall accrue daily on the payment amount approved by NASA 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 Disputes Clause, or for more than 1 year. Interest penalties of less than $1.00 need not be paid.

(4) Interest penalties are not required on payment delays due to disagreement between NASA and Lessor 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 Disputes Section.

29. COUNTERPARTS

If this Lease shall be executed in two or more counterpart originals, each counterpart original shall be for all purposes considered an original of this Agreement.

30. NO WAIVER

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.

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31. COMPLIANCE WITH APPLICABLE LAW

Lessor shall comply with all Federal, State and local laws applicable to the Lessor as owner or Lessor, or both, of the 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. NASA will comply with all Federal, State and local laws applicable to and enforceable against it as a tenant under this lease; provided that nothing in this lease shall be construed as a waiver of any sovereign immunity of NASA. This lease shall be governed by Federal law.

32. ANTI-DEFICIENCY ACT

Any expenditure by the NASA of federal funds under this Lease is subject to the lawful availability of such funds for the purposes described in this Lease. Nothing in this Lease will require a violation of the Anti-Deficiency Act (31 U.S.C. 1341(a)(1)(A), or any other law or regulation relating to appropriated funds of NASA, nor shall this Lease require a violation of any law or regulation relating to the leasing of real property by

NASA.

33. INTEGRATED AGREEMENT

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.

34. USE OF NASA NAME AND EMBLEMS

A. NASA Name and Initials:

Lessor shall not use "National Aeronautics and Space Administration" or "NASA" in a way that creates the impression that a product or service has the authorization, support, sponsorship, or endorsement of NASA, which does not, in fact, exist. Except for releases under the "Release of General Information to the Public and Media" Article, Lessor must submit any proposed public use of the NASA name or initials (including press releases and all promotional and advertising use) to the NASA Associate Administrator for the Office of Communications or designee ("NASA Communications") for review and approval. Approval by NASA Office of Communications shall be based on applicable law and policy governing the use of the NASA name and initials.

B. NASA Emblems:

Use of NASA emblems (i.e., NASA Seal, NASA Insignia, NASA logotype, NASA Program Identifiers, and the NASA Flag) is governed by 14 C.F.R.

Part 1221. Lessor must submit any proposed use of the emblems to NASA Communications for review and approval.

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35. HUBZONE SMALL BUSINESS CONCERNS ADDITIONAL PERFORMANCE

REQUIREMENTS

If the Lessor is a qualified HUBZone small business concern (SBC) that did not waive the price evaluation preference then as required by 13 C.F.R. 126.700, the HUBZone SBC must spend at least 50% of the cost of the contract incurred for personnel on its own employees or employees of other qualified HUBZone SBC's and must meet the performance of the work requirements for subcontracting in 13 C.F.R. § 125.6(c). If the Lessor is a HUBZone joint venture, the aggregate of the qualified HUBZone SBC's to the joint venture, not each concern separately, must perform the applicable percentage of work required by this clause.

36. ASBESTOS ABATEMENT

If asbestos abatement work is to be performed in the Premises after occupancy, the Lessor shall submit to NASA the occupant safety plan and a description of the methods of abatement and re-occupancy clearance, in accordance with OSHA, EPA, DOT, state, and local regulations and guidance, at least 4 weeks prior to the abatement work.

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THIS DOCUMENT CONTAINS IMPORTANT LEGAL RIGHTS AND

RESPONSIBILITIES. IF YOU DO NOT UNDERSTAND ANY OF THE PROVISIONS,

YOU MAY WANT TO CONSULT AN ATTORNEY BEFORE SIGNING THIS

DOCUMENT.

IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as of the date first above written.

WITNESS: LESSOR:

By:

CAGE CODE:

TAX ID CODE: 00-0000000

NATIONAL AERONAUTICS AND SPACE

ADMINISTRATION

HEADQUARTERS

By:

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EXHIBIT A

Intentionally left blank

DRAFT

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EXHIBIT B

Intentionally left blank

DRAFT

DRAFT