LI-14193_ATTACH D_U.S. NAVY LEASE GENERAL CLAUSES.pdf

LI-14193

N40192-25-RP-00014

Attachment “A” – General Clauses

SFO LI-14193 – Attachment D, U.S. Navy Lease for Real Property

Lease No. N40192-25-RP-00014, Attachment “A”

GENERAL CLAUSES

(Acquisition of Leasehold Interests in Real Property)

CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE

DEFINITIONS 1 DEFINITIONS (VARIATION)

GENERAL 2

SUBLETTING AND ASSIGNMENT

3 552.270-11 SUCCESSORS BOUND

4 552.270-23 SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT

5 552.270-24 STATEMENT OF LEASE

6 552.270-25 SUBSTITUTION OF TENANT AGENCY

7 552.270-26 NO WAIVER

8 INTEGRATED AGREEMENT

9 552.270-28 MUTUALITY OF OBLIGATION

PERFORMANCE 10

DELIVERY AND CONDITION

11 ACCEPTANCE OF SPACE

12 DEFAULT BY LESSOR

13 552.270-18 DEFAULT IN DELIVERY-TIME

EXTENSIONS

14 552.270-19 PROGRESSIVE OCCUPANCY

15 MAINTENANCE OF THE PROPERTY,

RIGHT TO INSPECT

16 552.270-10 FAILURE IN PERFORMANCE

17 FIRE AND CASUALTY DAMAGE

18 COMPLIANCE WITH APPLICABLE LAW

19 552.270-12 ALTERATIONS

20 ACCEPTANCE OF SPACE AND

CERTIFICATE OF OCCUPANCY

21 INDOOR AIR QUALITY

22 MOLD

23 PEST CONTROL

INSPECTION

24 OCCUPANT EMERGENCY PLANS

25 CONDITION REPORT

26 552.270-9 INSPECTION

PAYMENT 27 52.204-7 SYSTEM FOR AWARD MANAGEMENT

28 52.204-13 SYSTEM FOR AWARD MANAGEMENT

MAINTENANCE

29 552.270-31 PROMPT PAYMENT

30 52.232-23 ASSIGNMENT OF CLAIMS

31 PAYMENT

32 52.232-33 PAYMENT BY ELECTRONIC FUNDS

TRANSFER—SYSTEM FOR AWARD

MANAGEMENT

33 AVAILABILITY OF FUNDS

STANDARDS OF CONDUCT 34 52.203-13 LESSOR CODE OF BUSINESS ETHICS

AND CONDUCT

35 552.270-32 COVENANT AGAINST CONTINGENT

FEES

36 52-203-7 ANTI-KICKBACK PROCEDURES

37 52-223-6 DRUG-FREE WORKPLACE

ADJUSTMENTS 38 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR

IMPROPER ACTIVITY

39 52.215-10 PRICE REDUCTION FOR DEFECTIVE

COST OR PRICING DATA

40 552.270-13 PROPOSALS FOR ADJUSTMENT

41 CHANGES

AUDITS 42 552.215-70 EXAMINATION OF RECORDS BY THE

FEDERAL GOVERNMENT

43 52.215-2 AUDIT AND RECORDS—NEGOTIATION

DISPUTES 44 52.233-1 DISPUTES

LABOR STANDARDS 45 52.222-26 EQUAL OPPORTUNITY

46 52.222-21 PROHIBITION OF SEGREGATED

FACILITIES

47 52.222-35 EQUAL OPPORTUNITY FOR VETERANS

48 52.222-36 EQUAL OPPORTUNITY FOR WORKERS

WITH DISABILITIES

49 52.222-37 EMPLOYMENT REPORTS ON

VETERANS

SUBCONTRACTING 50 52.209-6 PROTECTING THE GOVERNMENT’S

INTEREST WHEN SUBCONTRACTING

WITH LESSORS DEBARRED,

SUSPENDED, OR PROPOSED FOR

DEBARMENT

51 52.215-12 LESSOR CERTIFIED COST OR

PRICING DATA

52 52.204-10 REPORTING EXECUTIVE

COMPENSATION AND FIRST-TIER

SUBCONTRACT AWARDS

GENERAL CLAUSES

(Acquisition of Leasehold Interests in Real Property)

1. DEFINITIONS

The following terms and phrases (except as otherwise expressly provided or unless the context otherwise requires) for all purposes of this lease shall have the respective meanings hereinafter specified:

(a) Net square meter means the area “where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed.”

(b) "Commencement Date" means the first day of the term.

(c) "Contract" and "Lessor" means "Lease" and "Lessor," respectively.

(d) "Delivery Date" means the date specified in or determined pursuant to the provisions of this lease for delivery of the premises to the Government, improved in accordance with the provisions of this lease and substantially complete, as such date may be modified in accordance with the provisions of this lease.

(e) "Delivery Time" means the number of days provided by this lease for delivery of the premises to the Government; as such number may be modified in accordance with the provisions of this lease.

(f) "Excusable Delays" mean delays arising without the fault or negligence of Lessor and Lessor's Lessors and suppliers at any tier, and shall include, without limitation:

(1) acts of God or of the public enemy,

(2) acts of the United States of America in either its sovereign or contractual capacity,

(3) acts of another Lessor in the performance of a contract with the Government,

(4) fires,

(5) floods,

(6) epidemics,

(7) quarantine restrictions,

(8) strikes,

(9) freight embargoes,

(10) unusually severe weather, or

(11) delays of Lessors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both the Lessor and any such Lessor or supplier.

(g) "Lessor" means the sub-lessor if this lease is a sublease.

(h) "Lessor shall provide" means the Lessor shall furnish and install at Lessor's expense.

(i) "Notice" means written notice sent by certified or registered mail, Express Mail or Comparable service, or delivered by hand. Notice shall be effective on the date delivery is accepted or refused.

(j) "Premises" means the space described on the Standard Form 2, U.S. Government Lease for Real Property, of this lease.

(k) "Real Estate Contracting Officer" (RECO) means a person with the authority to enter into, administer, and/or terminate real estate contracts and make related determinations and findings.

The term includes certain authorized representatives of the RECO acting within the limits of their authority as delegated by the RECO.

(l) "Substantially complete" and "substantial completion" means that the work, the common and other areas of the building, and all other things necessary for the Government's access to the premises and occupancy, possession, use a n d enjoyment thereof, as provided in this lease, have been completed or obtained, excepting only such minor matters as do not interfere with or materially diminish such access, occupancy, possession, use or enjoyment.

(m) "Work" means all alterations, improvements, modifications, and other things required for the preparation or continued occupancy of the premises by the Government as specified in this lease.

(n) Where the word “Lessor” appears it shall be considered “Lessor”.

(o) Where the word “should appears it shall be considered to be “shall”.

(p) Where the word(s) “Solicitation” or Solicitation for Offers” appears it shall be considered to be “Lease”.

2. SUBLETTING AND ASSIGNMENT

The Government may sublet any part of the premises but shall not be relieved from any obligations under this lease by reason of any such subletting. The Government may at any time assign this lease, and be relieved from all obligations to Lessor under this lease excepting only unpaid rent and other liabilities, if any, that have accrued to the date of said assignment. Any subletting or assignment shall be subject to prior written consent of Lessor, which shall not be unreasonably withheld.

3. 552.270-11 SUCCESSORS BOUND

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. The Lessor shall not convey, transfer, assign, sell, or otherwise dispose of its interests in the Premises to another party without the prior written consent of the Tenant. The determination of whether a proposed successor or assign presents a security or safety concern is solely within the discretion of the Tenant.

4. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

(a) Lessor warrants that it holds such title to or other interest in the premises and other property as is necessary to the Government's access to the premises and full use and enjoyment thereof in accordance with the provisions of this lease. Government agrees, in consideration of the warranties and conditions set forth in this clause, that this lease is subject and subordinate to any and all recorded mortgages, deeds of trust and other liens now or hereafter existing or imposed upon the premises, and to any renewal, modification or extension thereof. It is the intention of the parties that this provision shall be self-operative and that no further instrument shall be required to effect the present or subsequent subordination of this lease. Government agrees, however, within twenty

(20) business days next following the RECO's receipt of a written demand, to execute such instruments as Lessor may reasonably request to evidence further the subordination of this lease to any existing or future mortgage, deed of trust or other security interest pertaining to the premises, and to any water, sewer or access easement necessary or desirable to serve the premises or adjoining property owned in whole or in part by Lessor if such easement does not interfere with the full enjoyment of any right granted the Government under this lease.

(b) No such subordination, to either existing or future mortgages, deeds of trust or other lien or security instrument shall operate to affect adversely any right of the Government under this lease so long as the Government is not in default under this lease. Lessor will include in any future mortgage, deed of trust or other security instrument to which this lease becomes subordinate, or in a separate nondisturbance agreement, a provision to the foregoing effect. Lessor warrants that the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other security instruments have consented to the provisions of this clause, and agrees to provide true copies of all such consents to the 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 Lessor under this lease, so as to establish direct privity of estate and contract between Government and such purchasers or transferees, with the same force, effect and relative priority in time and right as if the lease had initially been entered into between such purchasers or transferees and the Government;

provided, further, that the 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 lease, or other writings, as shall be necessary to document the foregoing relationship.

(d) None of the foregoing provisions may be deemed or construed to imply a waiver of the Government's rights as a sovereign.

5. STATEMENT OF LEASE

(a) The RECO will, within thirty (30) days next following the RECO's receipt of a joint written request from Lessor and a prospective lender or purchaser of the building, execute and deliver to Lessor a letter stating that the same is issued subject to the conditions stated in this clause and, if such is the case, that (1) the lease is in full force and effect; (2) the date to which the rent and other charges have been paid in advance, if any; and (3) whether any notice of default has been issued.

(b) Letters issued pursuant to this clause are subject to the following conditions:

(1) That they are based solely upon a reasonably diligent review of the RECO's lease file as of the date of issuance;

(2) That the Government shall not be held liable because of any defect in or condition of the premises or building;

(3) That the RECO does not warrant or represent that the premises or building comply with applicable Federal, State and local law; and

(4) That the Lessor, and each prospective lender and purchaser are deemed to have constructive notice of such facts as would be ascertainable by reasonable pre-purchase and pre-commitment inspection of the Premises and Building and by inquiry to appropriate Federal, State and local Government officials.

6. SUBSTITUTION OF TENANT AGENCY

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

7. 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.

8. 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. Except as expressly attached to and made a part of the Lease, neither the Request for Lease Proposals nor any preaward communications by either party shall be incorporated in the Lease.

9. MUTUALITY OF OBLIGATION

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

10. DELIVERY AND CONDITION

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

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

11. ACCEPTANCE OF SPACE

(a) When the Lessor has completed all alterations, improvements, and repairs necessary to meet the requirements of the lease, the Lessor shall notify the RECO. The RECO or designated representative shall promptly inspect the space.

(b) The Government will accept the space and the lease term will begin after determining that the space is substantially complete and contains the required square meters as indicated in the solicitation.

(c) Unless the Government elects to have the space occupied in increments, the space must be delivered ready for occupancy as a complete unit. The Government reserves the right to determine when the space is substantially complete.

(d) If the premises do not in every respect comply with the provisions of this lease the RECO may, in accordance with the Failure in Performance clause of this lease, elect to reduce the rent payments.

(e) Neither the Government's acceptance of the premises for occupancy, nor the Government's occupancy thereof, shall be construed as a waiver of any requirement of or right of the Government under this Lease, or as otherwise prejudicing the Government with respect to any such requirement or right.

12. DEFAULT BY LESSOR

(a) The following conditions shall constitute default by the Lessor, and shall give rise to the following rights and remedies for the Government:

(1) Prior to Acceptance of the Premises. Failure by the Lessor to diligently perform all obligations required for Acceptance of the Space within the times specified, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may terminate the Lease on account of the Lessor's default.

(2) After Acceptance of the Premises. Failure by the Lessor to perform any service, to provide any item, or satisfy any requirement of this Lease, without excuse, shall constitute a default by the Lessor. Subject to provision of notice of default to the Lessor, and provision of a reasonable opportunity for the Lessor to cure its default, the Government may perform the service, provide the item, or obtain satisfaction of the requirement by its own employees or Lessors. If the Government elects to take such action, the Government may deduct from rental payments its costs incurred in connection with taking the action. Alternatively, the Government may reduce the rent by an amount reasonably calculated to approximate the cost or value of the service not performed, item not provided, or requirement not satisfied, such reduction effective as of the date of the commencement of the default condition.

(3) Grounds for Termination. The Government may terminate the Lease if:

(i) The Lessor's default persists notwithstanding provision of notice and reasonable opportunity to cure by the Government, or

(ii) The Lessor fails to take such actions as are necessary to prevent the recurrence of default conditions and such conditions (i) or (ii) substantially impair the safe and healthful occupancy of the Premises, or render the Space unusable for its intended purposes.

(4) Excuse. Failure by the Lessor to timely deliver the Space or perform any service, provide any item, or satisfy any requirement of this Lease shall not be excused if its failure in performance arises from:

(i) Circumstances within the Lessor's control;

(ii) Circumstances about which the Lessor had actual or constructive knowledge prior to the Lease Award Date that could reasonably be expected to affect the Lessor's capability to perform, regardless of the Government's knowledge of such matters;

(iii) The condition of the Property;

(iv) The acts or omissions of the Lessor, its employees, agents or Lessors; or

(v) The Lessor's inability to obtain sufficient financial resources to perform its obligations.

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

13. DEFAULT IN DELIVERY—TIME EXTENSIONS

(a) With respect to Lessor's obligation to deliver the premises substantially complete by the delivery date, time is of the essence. If the Lessor fails to work diligently to ensure its substantial completion by the delivery date or fails to substantially complete the work by such date, the Government may by notice to the Lessor terminate this lease. Such termination is effective when received by Lessor.

The Lessor and the Lessor's sureties, if any, are jointly and severally liable for any damages to the Government resulting from such termination, as provided in this clause. The Government shall be entitled to the following damages:

(1) The Government's aggregate rent and estimated real estate tax and operating cost adjustments for the firm term and all option terms of its replacement lease or leases, in excess of the aggregate rent and estimated real estate tax and operating cost adjustments for the term. If the Government procures replacement premises for a term (including all option terms) in excess of this term, the Lessor is not liable for excess Government rent or adjustments during such excess lease term.

(2) All administrative and other costs the Government incurs in procuring a replacement lease or leases.

(3) Other, additional relief provided for in this lease, at law, or in equity.

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

(c) Delivery by Lessor of less than the minimum net square meters required by this lease shall in no event be construed as substantial completion, except as the RECO permits.

(d) The Government shall not terminate this lease under this clause nor charge the Lessor with damages under this clause, if (1) the delay in substantially completing the work arises from excusable delays and (2) the Lessor within 10 days from the beginning of any such delay (unless extended in writing by the RECO) provides notice to the RECO of the causes of delay. The RECO shall ascertain the facts and the extent of delay. If the facts warrant, the RECO shall extend the delivery date, to the extent of such delay at no additional costs to the Government. A time extension is the sole remedy of the Lessor.

14. PROGRESSIVE OCCUPANCY

The Government shall have the right to elect to occupy the space in partial increments prior to the substantial completion of the entire leased premises, and the Lessor agrees to schedule its work so as to deliver the space incrementally as elected by the Government. The Government shall pay rent commencing with the first business day following substantial completion of the entire leased premise unless the Government has elected to occupy the leased premises incrementally. In case of incremental occupancy, the Government shall pay rent pro rata upon the first business day following substantial completion of each incremental unit.

Rental payments shall become due on the first workday of the month following the month in which an increment of space is substantially complete, except that should an increment of space be substantially completed after the fifteenth day of the month, the payment due date will be the first workday of the second month following the month in which it was substantially complete. The commencement date of the firm lease term will be a composite determined from all rent commencement dates.

15. MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT

(a) The Lessor shall maintain the designated Premises, including the building, systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition, except in case of damage arising from the act or the negligence of the Government's agents or employees. This includes all outside and inside lights and installation of replacement bulbs and/or fixtures. All equipment and systems shall be maintained in accordance with manufacturer's Operations and Maintenance Support Information (OMSI) and manufacturer's recommendations 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. Within thirty (30)-days of the Commencement Date of this Lease and on an annual basis, the Lessor shall provide to Government a twelve-month maintenance plan for Government's review and acceptance. The Lessor's maintenance responsibility includes initial supply and replacement supply of all HVAC filters and other scheduled maintenance items of other systems. Maintenance, testing, and inspection of appropriate equipment and systems shall be done in accordance with applicable codes, and inspection certificates shall be displayed as appropriate. The Lessor agrees to perform at least one

(1) preventive maintenance inspection (PMI) each year or in accordance with the manufacturer's OMSI recommendations, whichever is more stringent, of all building systems and related equipment for the purpose of optimizing equipment performance and minimizing malfunctions that may disrupt the Government's operations. Lessor agrees to provide copies to the Government Representative of all PMI inspections and copies of all records related to the maintenance, testing, and inspect ion of the systems and related equipment. For the purpose of so maintaining said Premises and property, the Lessor may, at reasonable times and with the approval of the local Government representative, enter and inspect the same and make any necessary repairs thereto.

(b) The Government retains the right to inspect, approve or disapprove any maintenance performed by the Lessor or his representative in the best interest of both the Lessor and the Government. In the event that maintenance performed by the Lessor or his representative is determined to be unsatisfactory to the Government, the Government will bring this to the Lessor's attention and will not be held responsible for the effects of said unsatisfactory maintenance work. The Lessor will correct the unsatisfactory maintenance work, by redoing the maintenance work to the Government's satisfaction without additional cost to the Government.

(c) The Government shall provide notification of any damage to the Lessor within 24 hours of noticing same.

(d) Air Quality: The Lessor shall apply paints, glues, adhesives, and HVAC cleaning compounds with highly volatile or irritating organic compounds outside of working hours. The Lessor shall provide at least 72 hours advance notice to the Government before applying noxious chemicals in occupied spaces outside of working hours and will adequately ventilate those spaces during and after application. The Lessor shall promptly investigate indoor air quality (IAQ) complaints and shall implement the necessary controls to address the complaint, to the extent that it is caused by the Lessor’s activities.

(e) HVAC Systems: Thermostats shall be set to maintain temperatures between 70°F (21.1°C) and 72°F (22.22 °C) with humidity not to exceed 50% at all times. These temperatures must be maintained throughout the leased premises and service areas, regardless of outside temperatures, during the hours of operation specified in the lease.

HVAC systems shall be maintained in accordance with the manufacturer's recommended maintenance (preventive /routine) schedule and/or warranty. Lessor shall be responsible for all routine and preventive maintenance of the HVAC system. If there is a required repair the Lessor considers non-routine, it is not covered by warranty and Lessor has complied with all of the manufacturer's OMSI preventive maintenance recommendations, Lessor may provide in writing a description, estimated cost, and number of days to complete the repair to the Real Estate Contracting Officer (RECO) for consideration of reimbursement by Government under this Lease. If approved, a notice to proceed to include method of payment shall be issued by the RECO.

Wall Finishes: Wall coverings, high- performance paint coatings, and paints must be replaced/repainted or repaired at the Lessor's expense, including moving and replacing furnishings, including systems furniture, anytime during the occupancy by the Government, if they are torn, peeling, permanently stained, marked , or damaged from impact except where damaged due to the negligence of the Government, its agents or employees. Lessor shall provide in writing an estimated number of days to complete any and all painting, as required above, to the RECO for coordination. The duration of the performance period will be mutually agreed upon between the Government and Lessor and a written notice to proceed shall be issued by the RECO to the Lessor.

(f) Flooring shall be replaced by the Lessor at no cost to the Government during Government's occupancy when it has curls, upturned edges, or other noticeable variations in surface color or texture except in case of damage arising from the acts or negligence of Government, its agents or employees. Replacement includes moving and return of furniture. All repair and replacement work shall be done after working hours. Lessor shall provide in writing the estimated number of days to complete any and all floor replacement, as required above, to the RECO for approval. The duration of the performance period will be mutually agreed upon between the Government and Lessor and a written notice to proceed shall be issued by the RECO to the Lessor.

16. FAILURE IN PERFORMANCE

The covenant to pay rent and the covenant to provide any service, utility, maintenance, or repair required under this lease are interdependent. In the event of any failure by the Lessor to provide any service, utility, maintenance, repair or replacement required under this lease the Government may, by contract or otherwise, perform the requirement and deduct from any payment or payments under this lease, then or thereafter due, the resulting cost to the Government, including all administrative costs. If the Government elects to perform any such requirement, the Government and each of its Lessors shall be entitled to access to any and all areas of the building, access to which is necessary to perform any such requirement, and the Lessor shall afford and facilitate such access. Alternatively, the Government may deduct from any payment under this lease, then or thereafter due, an amount which reflects the reduced value of the contract requirement not performed. No deduction from rent pursuant to this clause shall constitute a default by the Government 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.

17. FIRE AND CASUALTY DAMAGE

If the building in which the Premises are located is totally destroyed or damaged by fire or other casualty, this Lease shall immediately terminate. If the building in which the Premises are located are only partially destroyed or damaged, so as to render the Premises untenantable, or not usable for their intended purpose, the Lessor shall have the option to elect to repair and restore the Premises or terminate the Lease. The Lessor shall be permitted a reasonable amount of time, not to exceed 180 days from the event of destruction or damage, to repair or restore the Premises, provided that the Lessor submits to the Government a reasonable schedule for repair of the Premises within 30 days of the event of destruction or damage. If the Lessor fails to timely submit a reasonable schedule for completing the work, the Government may elect to terminate the Lease effective as of the date of the event of destruction or damage. If the Lessor elects to repair or restore the Premises, but fails to repair or restore the Premises within 180 days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage. During the time that the Premises are unoccupied, rent shall be abated.

Termination of the Lease by either party under this clause shall not give rise to liability for either party.

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

18. COMPLIANCE WITH APPLICABLE LAW

Lessor shall comply with all Federal, state and local laws applicable to its ownership and leasing of the Property, including, without limitation, laws applicable to the construction, ownership, alteration or operation of all buildings, structures, and facilities located thereon, and obtain all necessary permits, licenses and similar items at its own expense. The Government will comply with all Federal, State and local laws applicable to and enforceable against it as a tenant under this lease, provided that nothing in this Lease shall be construed as a waiver of the sovereign immunity of the Government. This Lease shall be governed by Federal law.

19. ALTERATIONS

The Government shall have the right during the existence of this lease to make alterations, attach fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures, additions or structures so placed in, on, upon, or attached to the said premises shall be and remain the property of the Government and may be removed or otherwise disposed of by the Government. If the lease contemplates that the Government is the sole occupant of the building, for purposes of this clause, the leased premises include the land on which the building is sited and the building itself. Otherwise, the Government shall have the right to tie into or make any physical connection with any structure located on the property as is reasonably necessary for appropriate utilization of the leased space.

It is further agreed that, in the event of any succeeding lease agreements for the identified property, any and all such alterations or improvements shall continue to remain the property of the Government and the value of same shall not be included in the determination of succeeding rental rates.

20. ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY

(a) Ten (10) working days prior to the completion of the Space, the Lessor shall issue written notice to the Government to schedule the inspection of the Space for acceptance. The Government shall accept the Space only if the construction of building shell and TI conforming to this Lease is substantially complete, and a Certificate of Occupancy has been issued as set forth below.

(b) The Space shall be considered substantially complete only if the Space may be used for its intended purpose and completion of remaining work will not unreasonably interfere with the Government's enjoyment of the Space.

(c) The Lessor shall provide a valid Certificate of Occupancy, issued by the local jurisdiction, for the intended use of the Government. If the local jurisdiction does not issue Certificates of Occupancy or if the Certificate of Occupancy is not available, the Lessor may satisfy this condition by providing a report prepared by a licensed fire protection engineer that indicates that the Space and Building are compliant with all applicable local codes and ordinances and all fire protection and life safety-related requirements of this Lease to ensure an acceptable level of safety is provided.

Under such circumstances, the Government shall only accept the Space without a Certificate of Occupancy if a licensed fire protection engineer determines that the offered space is compliant with all applicable local codes and ordinances and fire protection and life safety-related requirements of this Lease.

21. INDOOR AIR QUALITY

(a) The Lessor shall control contaminants at the source and/or operate the Space in such a manner that the GOVERNMENT indicator levels for carbon monoxide (CO), carbon dioxide (CO2), and formaldehyde (HCHO) are not exceeded. The indicator levels for office areas shall be: CO 9 ppm time weighted average (TWA 8 hour sample); CO2 1,000 ppm (TWA); HCHO 0.1 ppm (TWA).

(b) The Lessor shall make a reasonable attempt to apply insecticides, paints, glues, adhesives, and HVAC system cleaning compounds with highly volatile or irritating organic compounds, outside of working hours. Except in an emergency, the Lessor shall provide at least 72 hours advance notice to the Government before applying noxious chemicals in occupied spaces and shall adequately ventilate those spaces during and after application.

(c) The Lessor shall promptly investigate indoor air quality (IAQ) complaints and shall implement the necessary controls to address the complaint.

(d) The Government reserves the right to conduct independent IAQ assessments and detailed studies in Space that it occupies, as well as in space serving the Space (e.g., common use areas, mechanical rooms, HVAC systems, etc.). The Lessor shall assist the Government in its assessments and detailed studies by:

(1) Making available information on Building operations and Lessor activities;

(2) Providing access to Space for assessment and testing, if required; and

(3) Implementing corrective measures required by the RECO.

(e) The Lessor shall provide to the Government material safety data sheets (MSDS) upon request for the following products prior to their use during the term of the Lease: adhesives, caulking, sealants, insulating materials, fireproofing or firestopping materials, paints, carpets, floor and wall patching or leveling materials, lubricants, clear finish for wood surfaces, janitorial cleaning products, pesticides, rodenticides, and herbicides. The Government reserves the right to review such products used by the Lessor within:

(1) The Space;

(2) Common Building areas;

(3) Ventilation systems and zones serving the leased Space; and

(4) The area above suspended ceilings and engineering space in the same ventilation zone as the leased Space.

(f) Where hazardous gasses or chemicals (any products with data in the Health and Safety section of the MSDS sheets) may be present or used, including large-scale copying and printing rooms, segregate areas with deck-to-deck partitions with separate outside exhausting at a rate of at least

0.5 cubic feet per minute per sq. ft., no air recirculation. The mechanical system must operate at a negative pressure compared with the surrounding spaces of at least an average of 5 Pa (pascal) (0.02 inches of water gauge) and with a minimum of 1 Pa (0.004 inches of water gauge) when the doors to the rooms are closed.

22. MOLD

(a) Actionable Mold is mold of types and concentrations in excess of that found in the local outdoor air.

(b) The Lessor shall provide Space to the Government that is free from Actionable Mold and free from any conditions that reasonably can be anticipated to permit the growth of Actionable Mold or are indicative of the possibility that Actionable Mold will be present (Indicators).

23. PEST CONTROL:

(a) The Lessor shall provide pest control services to assure that the leased space and associated structures are maintained free of pests. Immediate corrective steps will be taken upon discovery of infestation. The space will be considered "essentially free" of pests when, for a period of seven days, no visible evidence of pests has been observed.

(b) The Lessor will ensure compliance with all federal, state, and local laws and regulations, including DoD, DoN and USMC directives, governing the safe and legal use of pesticides.

(c) Commercial pesticide applicators and registered technicians shall follow all pesticide labels and practice judicious use of least-hazardous pesticides when necessary. Pest control will be conducted in a manner that does not adversely affect human health or the environment. Commercial pesticide applicators must maintain a business license and report their pesticide usage.

(d) Pesticide sprays, dusts, and aerosols shall not be applied in Government-occupied office spaces.

Approved baits, gels and non-chemical devices such as traps may be placed in safe locations within occupied spaces. This applies to all DoD buildings, structures, and property under DoD control by ownership, permit, lease, license, or other land or facility- use agreement.

24. OCCUPANT EMERGENCY PLANS

The Lessor is required to cooperate, participate and comply with the development and implementation of the Government’s Occupant Emergency Plan (OEP) and if necessary, a supplemental Shelter-in Place (SIP) Plan. Periodically, the Government may request that the Lessor assist in reviewing and revising its OEP and SIP. The Plan, among other things, must include an annual emergency evacuation drill, emergency notification procedures of the Lessor’s Building engineer or manager, Building security, local emergency personnel, and Government agency personnel.

25. CONDITION REPORT

Within 30 days of acceptance of the Premises and again upon expiration or earlier termination of this Lease a Joint Inventory Inspection Report (JIIR) based upon a physical survey of the Premises shall be made reflecting the actual condition of the Premises at the time. The inspection report shall be signed by a duly authorized representative of the Lessor and Government and shall be the sole basis for determining restoration responsibility, if any. The JIIR shall be attached to this Lease and made a part hereof as Exhibit "C".

26. INSPECTION—RIGHT OF ENTRY

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

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

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

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

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

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

27. SYSTEM FOR AWARD MANAGEMENT (AS APPLICABLE FOR SFO LI-14193)

(a) Definitions. As used in this provision—

“Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

“Registered in the System for Award Management (SAM) database” means that—

(1) The Lessor has entered all mandatory information, including the unique entity identifier and the EFT indicator, if applicable, the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

(2) The Lessor has completed the Core, Assertions, and Representations and Certification, and Points of contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Lessor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process.

(4) The Government has marked the record “Active”.

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b)

(1) By submission of an Offer, the Lessor acknowledges the requirement that a prospective awardee shall be registered in the SAM database prior to award, during performance, and through final payment of any contract, basic agreement, basic ordering agreement, or blanket purchasing agreement resulting from this solicitation.

(2) The Lessor shall enter, in the block with its name and address on the cover page of its offer, the annotation “Unique Entity Identifier” followed by the unique entity identifier that identifies the Lessor’s name and address exactly as stated in the offer. The Lessor also shall enter its EFT indicator, if applicable. The unique entity identifier will be used by the RECO to verify that the Lessor is registered in the SAM database.

http://www.sam.gov/

(c) If the Lessor does not have a unique entity identifier, it should contact the entity designated at www.sam.gov for establishment of the unique entity identifier directly to obtain one. The Lessor should be prepared to provide the following information:

(1) Company legal business name.

(2) Tradestyle, doing business, or other name by which your entity is commonly recognized.

(3) Company physical street address, city, state and Zip Code.

(4) Company mailing address, city, state and Zip Code (if separate from physical).

(5) Company telephone number.

(6) Date the company was started.

(7) Number of employees at your location.

(8) Chief executive officer/key manager.

(9) Line of business (industry).

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

(d) If the Lessor does not become registered in the SAM database in the time prescribed by the RECO, the RECO will proceed to award to the next otherwise successful registered Lessor.

(e) Processing time, which normally takes 48 hours, should be taken into consideration when registering. Lessors who are not registered should consider applying for registration immediately upon receipt of this solicitation.

(f) Lessors may obtain information on registration at https://www.acquisition.gov.

28. SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (AS APPLICABLE FOR SFO LI-

14193)

(a) Definition. As used in this clause--

“Electronic Funds Transfer (EFT) indicator” means a four-character suffix to the unique entity identifier. The suffix is assigned at the discretion of the commercial, nonprofit, or Government entity to establish additional System for Award Management (SAM) records for identifying alternative EFT accounts (see subpart 32.11) for the same entity.

“Registered in the System for Award Management (SAM) database” means that— http://www.sam.gov/ http://www.sam.gov/ https://www.acquisition.gov/

(1) The Lessor has entered all mandatory information, including the unique entity identifier and the EFT indicator (if applicable), the Commercial and Government Entity (CAGE) code, as well as data required by the Federal Funding Accountability and Transparency Act of 2006 (see subpart 4.14), into the SAM database;

(2) The Lessor has completed the Core, Assertions, Representations and Certifications, and Points of Contact sections of the registration in the SAM database;

(3) The Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS). The Lessor will be required to provide consent for TIN validation to the Government as a part of the SAM registration process; and

(4) The Government has marked the record “Active”.

“System for Award Management (SAM)” means the primary Government repository for prospective Federal awardee and Federal awardee information and the centralized Government system for certain contracting, grants, and other assistance-related processes. It includes—

(1) Data collected from prospective Federal awardees required for the conduct of business with the Government;

(2) Prospective Lessor-submitted annual representations and certifications in accordance with FAR subpart 4.12; and

(3) Identification of those parties excluded from receiving Federal contracts, certain subcontracts, and certain types of Federal financial and non-financial assistance and benefits.

“Unique entity identifier” means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam.gov for the designated entity for establishing unique entity identifiers.

(b) The Lessor is responsible for the accuracy and completeness of the data within the SAM database, and for any liability resulting from the Government’s reliance on inaccurate or incomplete data. To remain registered in the SAM database after the initial registration, the Lessor is required to review and update on an annual basis, from the date of initial registration or subsequent updates, its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document.

(c)

(1)

(i) If a Lessor has legally changed its business name, doing business as name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in subpart 42.12, the Lessor shall provide the responsible RECO a minimum of one business day’s written notification of its intention to—

A. Change the name in the SAM database;

B. Comply with the requirements of subpart 42.12 of the FAR; and

C. Agree in writing to the timeline and procedures specified by the responsible RECO. The Lessor shall provide with the notification sufficient documentation to support the legally changed name.

(ii) If the Lessor fails to comply with the requirements of paragraph (c)(1)(i) of this clause, or fails to perform the agreement at paragraph (c)(1)(i)(C) of this clause, and, in the absence of a properly executed novation or change-of-name agreement, the SAM information that shows the Lessor to be other than the Lessor indicated in the contract will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the electronic funds transfer (EFT) clause of this contract.

(2) The Lessor shall not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims (see FAR subpart 32.8, Assignment of Claims). Assignees shall be separately registered in the SAM. Information provided to the Lessor’s SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Lessor will be considered to be incorrect information within the meaning of the “Suspension of Payment” paragraph of the EFT clause of this contract.

(3) The Lessor shall ensure that the unique entity identifier is maintained with the entity designated at www.sam.gov for establishment of the unique entity identifier throughout the life of the contract. The Lessor shall communicate any change to the unique entity identifier to the RECO within 30 days after the change, so an appropriate modification can be issued to update the data on the contract. A change in the unique entity identifier does not necessarily require a novation be accomplished.

(d) Lessors may obtain additional information on registration and annual confirmation requirements at https://www.acquisition.gov.

29. PROMPT PAYMENT

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

http://www.s…