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HomeMy WebLinkAboutR-2017-003 Transportation Security Administration Lease Agreement with USA: General Services AdministrationA RESOLUTION RESOLUTION NO. R-2017-003 authorizing the execution of a lease agreement with United States of America: General Services Administration to provide office space for the Transportation Security Administration located at 2300 West Washington Avenue. WHEREAS, City owns and operates Yakima Air Terminal -McAllister Field in accordance with applicable Federal, State and Local regulations, and WHEREAS, the airport has land available for lease within parcel number 181335-31001 which is located at 2300 West Washington Avenue; and WHEREAS, the City of Yakima and the United States of American (Government), acting by and through the designated representative of the General Services Administration, have negotiated to lease a portion of such parcel, which includes a license to occupy office space within the terminal building to support Transportation Security Administration screening functions at the Yakima Air Terminal -McAllister Field as set forth in the "Lease Agreement No. GS-10P-LWA07494" attached hereto and incorporated herein by this reference, and WHEREAS, the City Council has determined that approval of such lease agreement is in the best interests of residents of the City of Yakima, and will promote the purposes of the Yakima Air Terminal - McAllister Field and the general health, safety and welfare, now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute and administer Lease Agreement No. GS-10P- LWA07494 with General Services Administration, a designated representative of the United States of America (Government), which agreement is attached hereto and incorporated herein ADOPTED BY THE CITY COUNCIL this 10th day of January, 2017. ATTEST: LUcYj S6nya Claar Yee, City Clerk LEASE NO. GS-10P-LWA07494 On -Airport Lease GSA FORM L201D (October 2016) This Lease is made and entered into between City of Yakima (Lessor), whose principal place of business is 129 N. 2nd St., Yakima, WA 98901-2613, and whose interest in the Property described herein is that of Fee Owner, and The United States of America (Government), acting by and through the designated representative of the General Services Administration (GSA), upon the terms and conditions set forth herein. Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenant and agree as follows: Lessor hereby leases to the Government the Premises described herein, being all or a portion of the Property located at Yakima Air Terminal 2400 W. Washington Ave. Yakima, WA 98903-1134 and more fully described in Section 1 and Exhibit A, together with rights to the use of parking and other areas as set forth herein, to be used for such purposes as determined by GSA. LEASE TERM To Have and To Hold the said Premises with its appurtenances for the term beginning upon acceptance of the Premises as required by this Lease and continuing for a period of 10 Years, 5 Years Firm, subject to termination and renewal rights as may be hereinafter set forth. The commencement date of this Lease, along with any applicable termination and renewal rights, is established as November 15, 2017 In Witness Whereof, the parties to this Lease evidence their agreement to all terms and conditions set forth herein by their signatures below, to be effective as of the date of delivery of the fully executed Lease to the Lessor FOR THE LESSOR: Name: fE Moore, e, (1 l Title: �'f O' "e� ( Vy\, `p 1. Entity Name. (���' Date: 1 / ac1, WITNESSED FOR THE LESSOR BY: Name: Title: Date: CITY CONTRACT NO. 0701 7- OdV RESOLUTION NO: P -€20/7-6d3 LEASE NO. GS-10P-LWA07494 LESSOR: FOR THE GOVERNMENT: Title: Lease Contracting Officer General Services Administration, Public Buildings Service 2/j(117 Date: GOVERNMENT: GSA FORM L201D (10/16) TABLE OF CONTENTS ON -AIRPORT LEASE 1 01 THE PREMISES (SEP 2015). 1 1 02 EXPRESS APPURTENANT RIGHTS (SEP 2013) 1 1.03 RENT AND OTHER CONSIDERATION (ON -AIRPORT) (SEP 2015) 1 1.04 TERMINATION RIGHTS (ON -AIRPORT) (SEP 2013) 2 1 05 RENEWAL RIGHTS (OCT 2016) 2 1.06 DOCUMENTS INCORPORATED IN THE LEASE (ON -AIRPORT) (APR 2015). 2 1.07 INTENTIONALLY DELETED 2 SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS 3 2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016) 3 2.02 AUTHORIZED REPRESENTATIVES (OCT 2016) 4 2.03 WAIVER OF RESTORATION (OCT 2016) 4 2.04 INTENTIONALLY DELETED 4 2.05 RELOCATION RIGHTS (JUN 2012) 4 2.06 RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON -AIRPORT) (JUN 2012) 4 2.07 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (ON -AIRPORT) (MAY 2015). 4 2.08 ALTERATIONS PRIOR TO ACCEPTANCE (JUN 2012) 4 2.09 SYSTEM FOR AWARD MANAGEMENT (APR 2015). 4 2.10 SECURITY UPGRADES DUE TO IMMEDIATE THREAT (APR 2011) 4 SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS 5 3.01 BUILDING SHELL REQUIREMENTS (ON -AIRPORT) (SEP 2013). 5 3.02 MEANS OF EGRESS (MAY 2015) 5 3.03 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 2013) 5 3.04 FIRE ALARM SYSTEM (SEP 2013) 5 3.05 ENERGY INDEPENDENCE AND SECURITY ACT (DEC 2011). 6 3.06 ACCESSIBILITY (FEB 2007) 6 3.07 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011) 6 3.08 RESTROOMS (ON -AIRPORT) (JUN 2012) 6 3.09 HEATING, VENTILATION, AND AIR CONDITIONING (ON -AIRPORT) (APR 2011). 6 3.10 TELECOMMUNICATIONS LOCAL EXCHANGE ACCESS (ON -AIRPORT) (SEP 2013) 6 SECTION 4 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM 7 4.01 SERVICES, UTILITIES, AND MAINTENANCE (ON -AIRPORT) (OCT 2013) 7 4.02 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS FOR AIRPORT OCCUPANCIES (SEP 2013). 7 4.04 RECYCLING (ON -AIRPORT) (JUN 2012) 7 4.05 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013). 7 4.06 INTENTIONALLY DELETED 7 4.07 INDOOR AIR QUALITY (OCT 2016). 7 4 08 HAZARDOUS MATERIALS (ON -AIRPORT) (OCT 2016) 8 4.09 OCCUPANT EMERGENCY PLANS (SEP 2013) 8 SECTION 5 ADDITIONAL TERMS AND CONDITIONS 9 5.01 SUCCEEDING LEASE 9 5.02 ADDITIONAL REQUIREMENTS 9 5.03 JANITORIAL REQUIREMENTS 9 LEASE NO. GS-10P-LWA07494 LESSOR:GOVERNMENT: GSA FORM L201D (10/16) SECTION 1 THE PREMISES, RENT, AND OTHER TERMS 1.01 THE PREMISES (SEP 2015) The Premises are described as follows: A. Office and Related Space: 862 rentable square feet (RSF), yielding 862 ANSUBOMA Office Area (ABOA) square feet (SF) of office and related Space located on the 1°` floor of the Building, as depicted on the floor plan(s) attached hereto as Exhibit A. B. Common Area Factor The Common Area Factor (CAF) is established as 0 percent. This factor, which represents the conversion from ABOA to rentable square feet, rounded to the nearest whole percentage, shall be used for purposes of rental adjustments in accordance with the Payment Clause of the General Clauses. 1.02 EXPRESS APPURTENANT RIGHTS (SEP 2013) The Government shall have the non-exclusive right to the use of Appurtenant Areas, and shall have the right to post Rules and Regulations Governing Conduct on Federal Property, Title 41, CFR, Part 102-74, Subpart C within such areas. The Government will coordinate with Lessor to ensure signage is consistent with Lessor's standards. Appurtenant to the Premises and included in the Lease are rights to use the following: A. Parking: The Lessor shall provide parking spaces as required by the applicable code of the local government entity having jurisdiction over the Property B Antennas, Satellite Dishes and Related Transmission Devices: (1) Space located on the roof of the Building sufficient in size for the installation and placement of telecommunications equipment, (2) the right to access the roof of the Building, and (3) use of all Building areas (e.g., chases, plenums, etc.) necessary for the use, operation, and maintenance of such telecommunications equipment at all times during the term of this Lease. 1.03 RENT AND OTHER CONSIDERATION (ON -AIRPORT) (SEP 2015) A. The Government shall pay the Lessor annual rent payable monthly in arrears at the following rates: B. Rent is subject to adjustment based upon a mutual measurement of the Space upon acceptance, not to exceed 862 ABOA SF based upon the methodo ogy outlined under the "Payment" clause of GSA Form 3517 C INTENTIONALLY DELETED D If the Government occupies the Premises for less than a full calendar month, then rent shall be prorated based on the actual number of days of occupancy for that month. E. Rent shall be paid to Lessor by electronic funds transfer in accordance with the provisions of the General Clauses. Rent shall be payable to the Payee designated by the Lessor in the System for Award Management (SAM). If the payee is different from the Lessor, both payee and Lessor must be registered in SAM. This registration service is free of charge. F The Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following: 1 The leasehold interest in the Property described herein in the paragraph entitled "The Premises," 2. INTENTIONALLY DELETED 3. Performance or satisfaction of all other obligations set forth in this Lease; and, 4 All services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accor- dance with the terms of the Lease, including, but not limited to, all inspections, modifications, repairs, replacements, and improvements required to be made thereto to meet the requirements of this Lease. G INTENTIONALLY DELETED H. INTENTIONALLY DELETED LEASE NO. GS-10P-LWA07494 LESSOR: OVERNMENT: GSA FORM L201D (10/16) Years 1 - 5 Years 6 - 10 Annual Rent Annual Rate I RSF Annual Rent Annual Rate / RSF Full Service Rate $25,545.36 $29.63* $$26,967.72 $31.29* B. Rent is subject to adjustment based upon a mutual measurement of the Space upon acceptance, not to exceed 862 ABOA SF based upon the methodo ogy outlined under the "Payment" clause of GSA Form 3517 C INTENTIONALLY DELETED D If the Government occupies the Premises for less than a full calendar month, then rent shall be prorated based on the actual number of days of occupancy for that month. E. Rent shall be paid to Lessor by electronic funds transfer in accordance with the provisions of the General Clauses. Rent shall be payable to the Payee designated by the Lessor in the System for Award Management (SAM). If the payee is different from the Lessor, both payee and Lessor must be registered in SAM. This registration service is free of charge. F The Lessor shall provide to the Government, in exchange for the payment of rental and other specified consideration, the following: 1 The leasehold interest in the Property described herein in the paragraph entitled "The Premises," 2. INTENTIONALLY DELETED 3. Performance or satisfaction of all other obligations set forth in this Lease; and, 4 All services, utilities, and maintenance required for the proper operation of the Property, the Building, and the Premises in accor- dance with the terms of the Lease, including, but not limited to, all inspections, modifications, repairs, replacements, and improvements required to be made thereto to meet the requirements of this Lease. G INTENTIONALLY DELETED H. INTENTIONALLY DELETED LEASE NO. GS-10P-LWA07494 LESSOR: OVERNMENT: GSA FORM L201D (10/16) 1.04 TERMINATION RIGHTS (ON -AIRPORT) (SEP 2013) A. The Government may terminate this Lease, in whole or in part, at any time during the term of this lease with 60 days' prior written notice to the Lessor if (i) regularly scheduled commercial air services cease, (ii) the airport opts to replace TSA screeners with private contractors, (iii) the checkpoint supported by the leased Space is closed, or (iv) the Government reduces its presence at the airport due to a reduction in enplanements. The effective date of the termination shall be the day following the expiration of the required notice period or the termination date set forth in the notice, whichever is later No rental shall accrue after the effective date of termination. B. INTENTIONALLY DELETED 1.05 RENEWAL RIGHTS (OCT 2016) This Lease may be renewed at the option of the Government for two (2) separate terms of 5 YEARS at the following rental rate(s): OPTION 'TERM; YEARS,11,15'" -.ANNUAL' RENT; -ANNUAL RATE / RSF FULL SERVICE RENTAL RATE $28,389.96 $32.93* OPTION:TERM,YEARS-16-20i- ;+ ,ANNUAL RENT , ANNUAL -RATE / RSF,, _ FULL SERVICE RENTAL RATE $29,812.32 $34.59* *ANNUAL RATE / RSF MAY BE ROUNDED provided notice is given to the Lessor at least 60 days before the end of the original lease term or renewal term, all other terms and conditions of this Lease, as same may have been amended, shall remain in full force and effect during any renewal term. Termination rights outlined "Termination Rights" paragraph apply to all renewal terms. 1.06 DOCUMENTS INCORPORATED IN THE LEASE (ON -AIRPORT) (APR 2015) The following documents are attached to and made part of the Lease: , DOCUMENT NAME NO. OF PAGES EXHIBIT Floor Plan(s) 4 A GSA Form 3517B, General Clauses 15 B GSA Form 3518 -SAM, Addendum to System for Award Management (SAM) Representations and Certifications (Acquisitions of Leasehold Interests in Real Property) 2 C 1.07 INTENTIONALLY DELETED LEASE NO. GS-10P-LWA07494, PAGE 2 LESSOR: /PV A'GOVERNMENT: GSA FORM L201D (10/16) V SECTION 2 GENERAL TERMS, CONDITIONS, AND STANDARDS 2.01 DEFINITIONS AND GENERAL TERMS (OCT 2016) Unless otherwise specifically noted, all terms and conditions set forth in this Lease shall be interpreted by reference to the following definitions, standards, and formulas: A. Appurtenant Areas. Appurtenant Areas are defined as those areas and facilities on the Property that are not located within the Premises, but for which rights are expressly granted under this Lease, or for which rights to use are reasonably necessary or reasonably anticipated with respect to the Government's enjoyment of the Premises and express appurtenant rights. B. Broker If GSA awarded this Lease using a contract real estate broker, Broker shall refer to GSA's broker C. Building. Building(s) situated on the Property in which the Premises are located D Commission Credit. If GSA awarded this Lease using a Broker, and the Broker agreed to forego a percentage of its commission to which it is entitled in connection with the award of this Lease, the amount of this credit is referred to as the "Commission Credit." E. Common Area Factor. The "Common Area Factor" (CAF) is a conversion factor determined by the Building owner and applied by the owner to the ABOA SF to determine the RSF for the leased Space. The CAF is expressed as a percentage of the difference between the amount of rentable SF and ABOA SF, divided by the ABOA SF For example 11,500 RSF and 10,000 ABOA SF will have a CAF of 15% [(11,500 RSF-10,000 ABOA SF)/10,000 ABOA SF]. For the purposes of this Lease, the CAF shall be determined in accordance with the applicable ANSI/BOMA standard for the type of space to which the CAF shall apply F Contract. Contract shall mean this Lease. G Contractor. Contractor shall mean Lessor H. Days. All references to "day" or "days" in this Lease shall mean calendar days, unless specified otherwise. I. FAR. All references to the FAR shall be understood to mean the Federal Acquisition Regulation, codified at 48 CFR Chapter 1 J Firm Term/Non-Firm Term The Firm Term is that part of the Lease term that is not subject to termination rights. The Non -Firm Term is that part of the Lease term following the end of the Firm Term K. GSAR. All references to the GSAR shall be understood to mean the GSA supplement to the FAR, codified at 48 CFR Chapter 5 L. Lease Term Commencement Date. The date on which the Lease term commences. M. Lease Award Date. The date the LCO executes the Lease and mails or otherwise furnishes written notification of the executed Lease to the successful Offeror (date on which the parties' obligations under the Lease begin). N. Premises. The Premises are defined as the total Office Area or other type of Space, together with all associated common areas, described in Section 1 of this Lease, and delineated by plan in the attached exhibit. Parking and other areas to which the Government has rights under this Lease are not included in the Premises. O Property The Property is defined as the land and Buildings in which the Premises are located, including all Appurtenant Areas (e.g., parking areas) to which the Government is granted rights. P Rentable Space or Rentable Square Feet (RSF). Rentable Space is the area for which a tenant is charged rent. It is determined by the Building owner and may vary by city or by building within the same city The Rentable Space may include a share of Building support/common areas such as elevator lobbies, Building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The Rentable Space does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts, and vertical ducts. Rentable Square Feet is calculated using the following formula for each type of Space (e.g., office, warehouse, etc.) included in the Premises: ABOA SF of Space x (1 + CAF) = RSF Q. Space. The Space shall refer to that part of the Premises to which the Government has exclusive use, such as Office Area, or other type of Space. Parking areas to which the Government has rights under this Lease are not included in the Space. R. Office Area. For the purposes of this Lease, Space shall be measured in accordance with the standard (Z65.1-1996) provided by American National Standards Institute/Building Owners and Managers Association (ANSI/BOMA) for Office Area, which means "the area where a tenant normally houses personnel and/or furniture, for which a measurement is to be computed." References to ABOA mean ANSI/BOMA Office Area. S. Working Days. Working Days shall mean weekdays, excluding Saturdays and Sundays and Federal holidays. LEASE NO. GS-10P-LWA07494, PAGE 3 LESSOR: VU' I GOVERNMENT: GSA FORM L201D (10/16) 2.02 AUTHORIZED REPRESENTATIVES (OCT 2016) Signatories to this Lease shall have full authority to bind their respective principals with regard to all matters relating to this Lease. No other persons shall be understood to have any authority to bind their respective principals, except to the extent that such authority may be explicitly delegated by notice to the other party, or to the extent that such authority is transferred by succession of interest. The Government shall have the right to substitute its Lease Contracting Officer (LCO) by notice, without an express delegation by the prior LCO 2.03 WAIVER OF RESTORATION (OCT 2016) Lessor shall have no right to require the Government to restore the Premises upon termination of the Lease, and waives all claims against the Government for waste, damages, or restoration arising from or related to (a) the Government's normal and customary use of the Premises during the term of the Lease (including any extensions thereof), as well as (b) any initial or subsequent alteration to the Premises regardless of whether such alterations are performed by the Lessor or by the Government. At its sole option, the Government may abandon property in the Space following expiration of the Lease, in which case the property will become the property of the Lessor and the Government will be relieved of any liability in connection therewith. 2.04 INTENTIONALLY DELETED 2.05 RELOCATION RIGHTS (JUN 2012) If it becomes necessary in the orderly development of the Airport, Lessor may require the relocation of Premises to other space at the Airport which, in the reasonable judgment of Lessor, is similar and suitable for the purposes for which this Lease is entered as such purposes are set forth herein. Should such relocation be necessary, the Lessor shall provide the Government a minimum of 120 days prior written notice. Lessor shall be responsible for all costs for such relocation, including all costs for moving furniture, office equipment, telephone and data lines, and any other costs associated with replicating necessary operational features provided in the space originally leased. The Airport shall provide such relocated Premises at the same rental rate as the original Premises, unless the new Premises are located in an area for which the Airport charges tenants a lower rate, in which event the parties shall negotiate a reduction in the rental rate. 2.06 RECITALS FOR TRANSPORTATION SECURITY ADMINISTRATION (ON -AIRPORT) (JUN 2012) A. The Transportation Security Administration (TSA) is required, pursuant to 49 U S C 40101—The Aviation and Transportation Security Act (ATSA), to oversee security measures at the Yakima Air Terminal B TSA is responsible for airline passenger and baggage screening services at the Airport. C. The U.S. General Services Administration (GSA), on behalf of TSA, leases certain facilities on the Airport premises for administrative offices and/or break rooms in support of airport passenger and baggage screening services by the TSA. D Space for TSA to screen passengers and baggage is expressly excluded from this Lease. 2.07 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (ON -AIRPORT) (MAY 2015) A. The Lessor shall provide floor plans for the Space and a valid Certificate of Occupancy (C of 0), issued by the local jurisdiction, for the intended use of the Government. If the local jurisdiction does not issue C of O's or if the C of 0 is not available, the Lessor may satisfy this condition by providing a report prepared by a licensed fire protection engineer that verifies that the Space complies with all applicable local fire protection and life safety codes and ordinances and all fire protection and life safety-related requirements of this Lease. B. Neither the Govemment's acceptance of the Premises for occupancy or acceptance of related appurtenances, nor the Govemment's occupancy of the Premises, shall be construed as a waiver of any requirement or right of the Government under this lease, or as otherwise prejudicing the Govemment with respect to any such requirement or right, or as an acceptance of any latent defect or condition. 2.08 ALTERATIONS PRIOR TO ACCEPTANCE (JUN 2012) The Government's rights stated under the General Clause "Alterations" also apply to initial build -out of the Premises. 2.09 SYSTEM FOR AWARD MANAGEMENT (APR 2015) The Offeror must have an active registration in the System for Award Management (SAM), via the Internet at https://www.acquisition.gov, prior to the Lease award and throughout the life of the Lease. To remain active, the Offeror/Lessor is required to update or renew its registration annually The Government will not process rent payments to Lessors without an active registration in SAM. No change of ownership of the leased Premises will be recognized by the Government until the new owner registers in SAM. 2.10 SECURITY UPGRADES DUE TO IMMEDIATE THREAT (APR 2011) The Government reserves the right, at its own expense and with its own personnel, to heighten security in the Building under Lease during heightened security conditions due to emergencies such as terrorist attacks, natural disaster, and civil unrest. LEASE NO. GS-10P-LWA07494, PAGE 4 LESSOR: GOVERNMENT: GSA FORM L201D (10/16) SECTION 3 CONSTRUCTION STANDARDS AND SHELL COMPONENTS 3.01 BUILDING SHELL REQUIREMENTS (ON -AIRPORT) (SEP 2013) A. The Building Shell shall be designed, constructed, and maintained in accordance with the standards set forth herein and completed prior to acceptance of Space. For pricing, fulfillment of all requirements not specifically designated as operating costs or other rent components as indicated shall be deemed included in the Shell Rent. B. Base structure and Building enclosure components shall be complete. All common areas accessible by the Government, such as lobbies, fire egress corridors and stairwells, elevators, garages, and service areas, shall be complete. Restrooms shall be complete and operational. All newly installed Building shell components, including but not limited to, heating, ventilation, and air conditioning (HVAC), electrical, ceilings, sprinklers, etc., shall be furnished, installed, and coordinated with Tls. Circulation corridors are provided as part of the base Building only on multi -tenanted floors where the corridor is common to more than one tenant. On single tenant floors, only the fire egress corridor(s) necessary to meet code is provided as part of the shell. 3.02 MEANS OF EGRESS (MAY 2015) A. Prior to occupancy, the Premises and any parking garage areas shall meet or will be upgraded to meet, either the applicable egress requirements in the National Fire Protection Association, Life Safety Code (NFPA 101), or the International Code Council, International Building Code (IBC), each current as of the Lease Award Date, or use an alternative approach or method that achieves an equivalent level of safety deemed acceptable by the Government. B The Space shall have unrestricted access to a minimum of two remote exits on each floor of Government occupancy C Interlocking or scissor stairs located on the floor(s) where Space is located shall only count as one exit stair D A fire escape located on the floor(s) where Space is located shall not be counted as an approved exit stair E. Doors shall not be locked in the direction of egress unless equipped with special locking hardware in accordance with requirements of NFPA 101 or the IBC 3.03 AUTOMATIC FIRE SPRINKLER SYSTEM (SEP 2013) A. Any portion of the Space located below -grade, including parking garage areas, and all areas in a Building referred to as "hazardous areas" (defined in National Fire Protection Association (NFPA) 101) that are located within the entire Building (including non -Government areas) shall be protected by an automatic fire sprinkler system or an equivalent level of safety B For Buildings in which any portion of the Space is on or above the sixth floor, then, at a minimum, the Building up to and including the highest floor of Government occupancy shall be protected by an automatic fire sprinkler system or an equivalent level of safety C. For Buildings in which any portion of the Space is on or above the sixth floor, and lease of the Space will result, either individually or in combination with other Government Leases in the Building, in the Government leasing 35,000 or more ANSI/BOMA Office Area SF of Space in the Building, then the entire Building shall be protected throughout by an automatic fire sprinkler system or an equivalent level of safety D Automatic fire sprinkler system(s) shall be installed in accordance with the requirements of NFPA 13, Standard for the Installation of Sprinkler Systems that was in effect on the actual date of installation. E. Automatic fire sprinkler system(s) shall be maintained in accordance with the requirements of NFPA 25, Standard for the Inspection, Testing, and Maintenance of Water-based Fire Protection Systems (current as of the Lease Award Date). F "Equivalent level of safety" means an alternative design or system (which may include automatic fire sprinkler systems), based upon fire protection engineering analysis, which achieves a level of safety equal to or greater than that provided by automatic fire sprinkler systems. 3.04 FIRE ALARM SYSTEM (SEP 2013) A. A Building -wide fire alarm system shall be installed in the entire Building in which any portion of the Space is located on the 3'd floor or higher B The fire alarm system shall be installed in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code that was in effect on the actual date of installation. C The fire alarm system shall be maintained in accordance with the requirements of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date). D The fire alarm system shall transmit all fire alarm signals to the local fire department via any of the following means: directly to the local fire department, to the (911) public communications center, to a central station, to a remote supervising station, or to a proprietary supervising station. LEASE NO. GS-10P-LWA07494, PAGE 5 LESSOR: GOVERNMENT: GSA FORM L201D (10/16) E. If the Building's fire alarm control unit is over 25 years old as of the Lease Award Date, Lessor shall install a new fire alarm system in accordance with the requirements" of NFPA 72, National Fire Alarm and Signaling Code (current as of the Lease Award Date), prior to Government acceptance and occupancy of the Space. 3.05 ENERGY INDEPENDENCE AND SECURITY ACT (DEC 2011) A. The Energy Independence and Security Act (EISA) establishes the following requirements for Government Leases in Buildings that have not earned the ENERGY STAR® Label conferred by the Environmental Protection Agency (EPA) within one year prior to the due date for final proposal revisions ("most recent year"). B. If this Lease was awarded under any of EISA's Section 435 statutory exceptions, the Lessor shall either 1 Earn the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease); or 2. Complete energy efficiency and conservation improvements if any, agreed to by Lessor in lieu of earning the ENERGY STAR® Label prior to acceptance of the Space (or not later than one year after the Lease Award Date of a succeeding or superseding Lease). C If this Lease was awarded to a Building to be built or to a Building predominantly vacant as of the due date for final proposal revisions and was unable to earn the ENERGY STAR® label for the most recent year (as defined above) due to insufficient occupancy, but was able to demonstrate sufficient evidence of capability to earn the ENERGY STAR® label, then Lessor must earn the ENERGY STAR® label within 18 months after occupancy by the Government. 3.06 ACCESSIBILITY (FEB 2007) The Building, leased Space, and areas serving the leased Space shall be accessible to persons with disabilities in accordance with the Architectural Barriers Act Accessibility Standard (ABAAS), Appendices C and D to 36 CFR Part 1191 (ABA Chapters 1 and 2, and Chapters 3 through 10). To the extent the standard referenced in the preceding sentence conflicts with local accessibility requirements, the more stringent shall apply 3.07 MECHANICAL, ELECTRICAL, PLUMBING: GENERAL (APR 2011) The Lessor shall provide and operate all Building equipment and systems in accordance with applicable technical publications, manuals, and standard procedures. Mains, lines, and meters for utilities shall be provided by the Lessor Exposed ducts, piping, and conduits are not permitted in office Space. 3.08 RESTROOMS (ON -AIRPORT) (JUN 2012) Government employees shall have access to all public restroom facilities for men and women in the Airport terminal at all times without additional payment. 3.09 HEATING, VENTILATION, AND AIR CONDITIONING (ON -AIRPORT) (APR 2011) A. Temperatures shall conform to local commercial equivalent temperature levels and operating practices to maximize tenant satisfaction. These temperatures shall be maintained throughout the leased Premises and service areas, regardless of outside temperatures, during the hours of operation specified in this Lease. The Lessor shall perform any necessary systems start-up required to meet the commercially equivalent temperature levels prior to the first hour of each day's operation. At all times, humidity shall be maintained below 60 percent relative humidity B. The Lessor shall conduct HVAC system balancing after all HVAC system alterations during the term of the Lease and shall make a reasonable attempt to schedule major construction outside of office hours. C Normal HVAC systems maintenance shall not disrupt tenant operations. 3.10 TELECOMMUNICATIONS: LOCAL EXCHANGE ACCESS (ON -AIRPORT) (SEP 2013) A. The Government may elect to contract its own telecommunications (voice, data, video, Internet, or other emerging technologies) service in the Space. The Government may contract with one or more parties to have inside wiring (or other transmission medium) and telecommunications equipment installed. B The Lessor shall allow the Government's designated telecommunications providers access to utilize existing Building wiring to connect its services to the Government's Space. If the existing Building wiring is insufficient to handle the transmission requirements of the Government's designated telecommunications providers, the Lessor shall provide access from the point of entry into the Building to the Government's floor Space, subject to any inherent limitations in the pathway involved. C The Lessor shall allow the Government's designated telecommunications providers to affix telecommunications antennas (high frequency, mobile, microwave, satellite, or other emerging technologies), subject to weight and wind load conditions, to roof, parapet, or Building envelope as required. LEASE NO. GS-10P-LWA07494, PAGE 6 LESSOR:( (V ' r GOVERNMENT: -' GSA FORM L201D (10/16) SECTION 4 UTILITIES, SERVICES, AND OBLIGATIONS DURING THE LEASE TERM 4.01 SERVICES, UTILITIES, AND MAINTENANCE (ON -AIRPORT) (OCT 2013) The Lessor is responsible for providing all utilities necessary for base building and tenant operations and all associated costs are included as a part of the established rental rates. The following services, utilities, and maintenance shall be provided by the Lessor as part of the rental consideration (check all that apply): ▪ HEAT ® ELECTRICITY ® POWER (Special Equip.) ® WATER (Hot & Cold) ® SNOW REMOVAL ® TRASH REMOVAL ® CHILLED DRINKING WATER ® AIR CONDITIONING • RESTROOM SUPPLIES ® JANITORIAL SERV & SUPP ❑ ELEVATOR SERVICE ® WINDOW WASHING Frequency See janitorial requirements in Section 5 ® CARPET CLEANING Frequency See janitorial reauirements in Section 5 INITIAL & REPLACEMENT LAMPS, TUBES & BALLASTS PAINTING FREQUENCY Space Every 5 years Public Areas Every 5 years ® OTHER (Specify below) See additional reauirements in Section 5 The Lessor shall have an onsite building superintendent or a locally designated representative available to promptly respond to deficiencies, and immediately address all emergency situations. 4.02 PROVISION OF SERVICES, ACCESS, AND NORMAL HOURS FOR AIRPORT OCCUPANCIES (SEP 2013) The Government shall have access to the Premises and its Appurtenant Areas at all times without additional payment, including the use, during other than normal hours, of necessary services and utilities such as elevators, restrooms, lights, and electric power Cleaning shall be performed after tenant working hours unless daytime cleaning is specified as a special requirement elsewhere in this Lease. Janitorial Services shall not be required on weekends or Federal holidays. Services, maintenance, and utilities shall be provided daily during normal Airport business hours. 4.03 MAINTENANCE AND TESTING OF SYSTEMS (SEP 2013) A. The Lessor is responsible for the total maintenance and repair of the leased Premises. Such maintenance and repairs include the site and private access roads. All equipment and systems shall be maintained 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 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 the Government's designated representative. B At the Lessor's expense, the Government reserves the right to require documentation of proper operations, inspection, testing, and maintenance of fire protection systems, such as, but not limited to, 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 the Government's designated representative. 4.04 RECYCLING (ON -AIRPORT) (JUN 2012) Where state or local law, code, or ordinance requires recycling programs (including mercury -containing lamps) for the Space to be provided pursuant to this Lease, the Lessor shall comply with such state and local law, code, or ordinance in accordance with GSA Form 3517, General Clauses, 552.270-8, Compliance with Applicable Law During the lease term, the Lessor agrees, upon request, to provide the Government with additional information concerning recycling programs maintained in the Building and in the Leased Space. 4.05 RANDOLPH-SHEPPARD COMPLIANCE (SEP 2013) During the term of the Lease, the Lessor may not establish vending facilities within the leased Space that will compete with any Randolph -Sheppard vending facilities. 4.06 INTENTIONALLY DELETED 4.07 INDOOR AIR QUALITY (OCT 2016) A. The Lessor shall control airborne contaminants at the source and/or operate the Space in such a manner that the GSA indicator levels for asbestos, mold, carbon monoxide (CO), carbon dioxide (CO2), and formaldehyde are not exceeded. The indicator levels for office areas shall be: Asbestos 70 s/mm2; mold (see paragraph entitled "Mold"); CO 9 ppm; CO2 700 ppm above outdoor air; formaldehyde 0 016 ppm. B The Lessor shall use available odor -free or low odor products when applying paints, glues, lubricants, and similar wet products. When such equivalent products are not available, lessor shall use the alternate products outside normal working hours. Except in an emergency, the Lessor shall provide at least 72 hours advance notice to the Government before applying chemicals or products with noticeable odors in occupied Spaces and shall adequately ventilate those Spaces during and after application. LEASE NO. GS-10P-LWA07494, PAGE 7 LESSOR: GOVERNMENT: GSA FORM L201D (10/16) C The Lessor shall serve as first responder to any occupant complaints about indoor air quality (IAQ). The Lessor shall promptly investigate such complaints and implement the necessary controls to address each complaint. Investigations shall include testing as needed, to ascertain the source and severity of 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 LCO E. The Lessor shall provide to the Government safety data sheets (SDS) 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 Space; and 4 The area above suspended ceilings and engineering space in the same ventilation zone as the Space. F Where hazardous gasses or chemicals (any products with data in the Health and Safety section of the SDS 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 SF, 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. 4.08 HAZARDOUS MATERIALS (ON -AIRPORT) (OCT 2016) The leased Space shall be free of hazardous materials, hazardous substances, and hazardous wastes, as defined by and according to applicable Federal, state, and local environmental regulations including, but not limited to, the following: A. The leased Space shall be free of all asbestos containing materials, except undamaged asbestos flooring in the Space or undamaged boiler or pipe insulation outside the Space, in which case an asbestos management program conforming to EPA guidance shall be implemented. B The Lessor shall provide Space to the Government that is free from ongoing water leaks or moisture infiltration. The Space and ventilation zones serving the Space shall also be free of visible mold or actionable airborne mold. 1 Actionable mold is airborne mold of types and concentrations in excess of that found in the local outdoor air or non -problematic control areas elsewhere in the same building. 2. The Lessor shall be responsible for conducting the remediation in accordance with the relevant provisions of the document entitled "Mold Remediation in Schools and Commercial Buildings" (EPA 402-K-01-001, March 2001), published by EPA, as same may be amended or revised from time to time, and any other applicable Federal, state, or local laws, regulatory standards, and guidelines. 3. The Lessor acknowledges and agrees that the Government shall have a reasonable opportunity to inspect the leased Space after conclusion of the remediation. If the results of the Government's inspection indicate that the remediation does not comply with the plan or any other applicable Federal, state, or local laws, regulatory standards, or guidelines, the Lessor, at its sole cost, expense, and risk, shall immediately take all further actions necessary to bring the remediation into compliance. 4 If the Lessor fails to exercise due diligence, or is otherwise unable to remediate the actionable mold, the Government may implement a corrective action program and deduct its costs from the rent. 4.09 OCCUPANT EMERGENCY PLANS (SEP 2013) 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 for the Lessor's Building engineer or manager, Building security, local emergency personnel, and Government agency personnel. LEASE NO. GS-10P-LWA07494, PAGE 8 LESSOR: GOVERNMENT: GSA FORM L201D (10/16) SECTION 5 ADDITIONAL TERMS AND CONDITIONS 5.01 SUCCEEDING LEASE This lease succeeds Lease GS -10B-06906. Upon commencement of this lease, Lease GS -10B-6909 is terminated. 5.02 ADDITIONAL REQUIREMENTS The cost for HVAC overtime is established at $0.00 per hour for the entire space. There is no additional cost to the Government for use of any overtime utilities. 5.03 JANITORIAL REQUIREMENTS A. Cleaning shall be performed by the Lessor during tenant working hours and coordinated with tenant for access. B SELECTION OF CLEANING PRODUCTS. The Lessor shall make careful selection of janitorial cleaning products and equipment to: 1 use products that are packaged ecologically; 2. use products and equipment considered environmentally beneficial and/or recycled products that is phosphate -free, non -corrosive, non-flammable, and fully biodegradable; and 3. minimize the use of harsh chemicals and the release of irritating fumes. 4 Examples of acceptable products may be found at HTTP:///PUB.FSS GSA.GOV/ENVIRON/CLEAN-PROD-CATALOG.HTML. C. SELECTION OF PAPER PRODUCTS The Lessor shall select paper and paper products (i.e., bathroom tissue and paper towels) with recycled content conforming to EPA's CPG. D The Lessor shall maintain the leased premises, including outside areas, in a clean condition and shall provide supplies and equipment. The following schedule describes the level of services intended, or as otherwise specified by the Agency Performance will be based on the Contracting Officer's evaluation of results, not the frequency or method of performance. Specific time shall be agreed upon between Agency and Lessor's janitorial contractor 1 Daily Empty trash receptacles and clean ashtrays. Sweep entrances, lobbies, and corridors. Spot sweep floors, and spot vacuum carpets. Clean drinking fountains. Sweep and damp mop or scrub toilet rooms. Clean all toilet fixtures, and replenish toilet supplies. Dispose of all trash and garbage generated in or about the building. Wash inside and out or steam clean cans used for collection of food remnants from snack bars and vending machines. Dust horizontal surfaces that are readily available and visibly require dusting. Spray buff resilient floors in main corridors, entrances, and lobbies. Clean elevators and escalators. Remove carpet stains. Police sidewalks, parking areas, and driveways. Sweep loading dock areas and platforms. Clean glass entry doors to the Government -demised area. 2. Three Times a Week. Sweep or vacuum stairs. 3. Weekly Damp mop and spray buff all resilient floors in toilets and health units. Sweep sidewalks, parking areas, and driveways (weather permitting). 4 Every Two Weeks. Spray buff resilient floors in secondary corridors, entrance, and lobbies. Damp mop and spray buff hard and resilient floors in office space. 5. Monthly Thoroughly dust furniture. Completely sweep and/or vacuum carpets. Sweep storage space. Spot clean all wall surfaces within 70 inches of the floor 6 Every Two Months. Damp wipe toilet wastepaper receptacles, stall partitions, doors, window sills and frames. Shampoo entrance and elevator carpets. 7 Three Times a Year Dust wall surfaces within 70 inches of the floor, vertical surfaces and under surfaces. Clean metal and marble surfaces in lobbies. Wet mop or scrub garages. 8 Twice a Year Wash all interior and exterior windows and other glass surfaces. Strip and LEASE NO. GS-10P-LWA07494, PAGE 9 LESSOR: GOVERNMENT: 9GSA FORM L201D (10/16) apply four coats of finish to resilient floors in toilets. Strip and refinish main corridors and other heavy traffic areas. 9. Annually Wash all Venetian blinds, and dust 6 months from washing. Vacuum or dust all surfaces in the building of 70 inches from the floor, including light fixtures. Vacuum all draperies in place. Strip and refinish floors in offices and secondary lobbies and corridors. Shampoo carpets in corridors and lobbies. Clean balconies, ledges, courts, areaways, and flat roofs. 10. Every Two Years. Shampoo carpets in all offices and other non-public areas. 11 Every Five Years. Dry clean or wash (as appropriate) all draperies. 12. As Required. Properly maintain plants and lawns. Remove snow and ice from entrances, exterior walks, and parking lots of the building. Provide initial supply, installation, and replacement of light bulbs, tubes, ballasts, and starters. Replace worn floor coverings (this includes the moving and returning of furnishings). Control pests as appropriate, using Integrated Pest Management techniques. LEASE NO. GS-10P-LWA07494, PAGE 10 LESSOR:(/' - ' GOVERNMENT: .4 GSA FORM L201D (10/16) teminiamORkann tar award Uses ES. tsp.- tv: , 91102..w017E E E felgtoWitiaNat= GEMSPGIFIAIT411- Ow, Lessor Government OW GIM12Ran Kay for Sheen A2.1 C= iyitltaira. ® 0 rxsorEwrx R11111.w putxtl.Spxtl�y HA KA( Si -ALL Et W.A. Orb AtCCODANCt EGLCMC CCM YASMNOICN /OR n .I PE,Ym,.xVECT,5s Y..., I.E. •,.TIRE, EMI, A<;<,,,TF, .,TEM MEAD LOCA3.5 WI<aCOIRALt,. uruE ICAC >a.xt ROW./ ,< ;g YCp,Yxu <trIt-" a S..0 SE.,:1 .` N.V.„ AYp x.0 NE r 00A,C . wa.,cfw Sr,- faun •x[ aewEn Sart TC ASSESS CRS,. w5 rr.p WV EER.. Rs e.'A/ca R.xt R.rts Snot YAIEn nipyg, 1NC'.Cn ZO situ v m.vEEr'' n. <S+S_ 0 SCr,XC oR to x5`xt Eacrocra V/ mSMtCT X.I tJYCM�AxCi CCYa.=.. R.µ m.".."J 1 SCO.e ,4. Lessor Government • tr•CI• 1 E.. 1,/w. Huth ,+‘ .1.1.1001.10.1100.10 om.,••• MO IMO ONO - • • • 0 errocrarre ormorooserrram sr.r. Ara • • P • Or 00.00.0101100.0006 ..0•1 P • • 0 MOM O. O. OM MP 011 PrIP• 01 . 0 OW -0 0 r to— • ••••100 • 0 011'01 011 I • I • 4.0•01.0111 0001 litrf 01.1100110. 410▪ 0▪ ‘00019‘ .01.0010•10 19000 - I= 00•0 - ..Gv•••.11. .12901.31O. • 0.010.0 • 10010. WM 01.1.0411.1. 014.0.03. 00060. 10010 = 110 NOR 111.110 MIT 6101111.• i-1 112000•010, .0.1011.0a•Ol. .00.1.1.10110.0. Ul —J 0 z IJ m 1 "r• 11 „., /,-.,.._},,,,, ''..\ ,,, II / ,-, firth 01%.11111111"11 ES1114 "4) may T.g. ?C.i'A 2 0 GENERAL CLAUSES (Acquisition of Leasehold Interests in Real Property) CATEGORY CLAUSE NO. 48 CFR REF. CLAUSE TITLE GENERAL 1 SUBLETTING AND ASSIGNMENT 2 552.270-11 SUCCESSORS BOUND 3 552.270-23 SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT 4 552.270-24 STATEMENT OF LEASE 5 552.270-25 SUBSTITUTION OF TENANT AGENCY 6 552.270-26 NO WAIVER 7 INTEGRATED AGREEMENT 8 552.270-28 MUTUALITY OF OBLIGATION PERFORMANCE 9 DELIVERY AND CONDITION 10 DEFAULT BY LESSOR 11 552.270-19 PROGRESSIVE OCCUPANCY 12 MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT 13 FIRE AND CASUALTY DAMAGE 14 COMPLIANCE WITH APPLICABLE LAW 15 552.270-12 ALTERATIONS 16 ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY PAYMENT 17 52.204-7 SYSTEM FOR AWARD MANAGEMENT 18 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE 19 552.270-31 PROMPT PAYMENT 20 52.232-23 ASSIGNMENT OF CLAIMS 21 PAYMENT 22 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER— SYSTEM FOR AWARD MANAGEMENT STANDARDS OF CONDUCT 23 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT 24 552.270-32 COVENANT AGAINST CONTINGENT FEES 25 52-203-7 ANTI -KICKBACK PROCEDURES 26 52-223-6 DRUG-FREE WORKPLACE 27 52.203-14 DISPLAY OF HOTLINE POSTER(S) ADJUSTMENTS 28 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY 29 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA 30 552.270-13 PROPOSALS FOR ADJUSTMENT 31 CHANGES AUDITS 32 552.215-70 EXAMINATION OF RECORDS BY GSA 33 52.215-2 AUDIT AND RECORDS—NEGOTIATION INITIALS t /V" & LESSOR GO ERNMENT GSA FORM 3517B PAGE 1 (REV 06/16) DISPUTES 34 52.233-1 DISPUTES LABOR STANDARDS SUBCONTRACTING 35 52.222-26 EQUAL OPPORTUNITY 36 52.222-21 PROHIBITION OF SEGREGATED FACILITIES 37 52.219-28 POST -AWARD SMALL BUSINESS PROGRAM REREPRESENTATION 38 52.222-35 EQUAL OPPORTUNITY FOR VETERANS 39 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES 40 52.222-37 EMPLOYMENT REPORTS ON VETERANS 41 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT 42 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA 43 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS 44 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN 45 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN 46 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS 47 552.219-73 GOALS FOR SUBCONTRACTING PLAN The information collection requirements contained in this solicitation/contract that are not required by regulation have been approved by the Office of Management and Budget (OMB) pursuant to the Paperwork Reduction Act and assigned the OMB Control No. 3090-0163. INITIALS. It` LESSOR & GORNMENT GSA FORM 3517B PAGE 2 (REV 06/16) GENERAL CLAUSES (Acquisition of Leasehold Interests in Real Property) 1. SUBLETTING AND ASSIGNMENT (JAN 2011) 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. 2. 552.270-11 SUCCESSORS BOUND (SEP 1999) This lease shall bind, and inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, and assigns. 3. 552.270-23 SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT (SEP 1999) (a) Lessor warrants that it holds such title to or other interest in the premises and other property as is necessary to the Government's access to the premises and full use and enjoyment thereof in accordance with the provisions of this lease. Govemment agrees, in consideration of the warranties and conditions set forth in this clause, that this lease is subject and subordinate to any and all recorded mortgages, deeds of trust and other liens now or hereafter existing or imposed upon the premises, and to any renewal, modification or extension thereof It is the intention of the parties that this provision shall be self -operative and that no further instrument shall be required to effect the present or subsequent subordination of this lease. Government agrees, however, within twenty (20) business days next following the Contracting Officer's receipt of a written demand, to execute such instruments as Lessor may reasonably request to evidence further the subordination of this lease to any existing or future mortgage, deed of trust or other security interest pertaining to the premises, and to any water, sewer or access easement necessary or desirable to serve the premises or adjoining property owned in whole or in part by Lessor if such easement does not interfere with the full enjoyment of any right granted the Government under this lease. (b) No such subordination, to either existing or future mortgages, deeds of trust or other lien or security instrument shall operate to affect adversely any right of the Government under this lease so long as the Government is not in default under this lease Lessor will include in any future mortgage, deed of trust or other security instrument to which this lease becomes subordinate, or in a separate non -disturbance agreement, a provision to the foregoing effect. Lessor warrants that the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other security instruments have consented to the provisions of this clause, and agrees to provide true copies of all such consents to the Contracting Officer promptly upon demand. (c) In the event of any sale of the premises or any portion thereof by foreclosure of the lien of any such mortgage, deed of trust or other security instrument, or the giving of a deed in lieu of foreclosure, the Government will be deemed to have attorned to any purchaser, purchasers, transferee or transferees of the premises or any portion thereof and its or their successors and assigns, and any such purchasers and transferees will be deemed to have assumed all obligations of the Lessor under this lease, so as to establish direct privity of estate and contract between Government and such purchasers or transferees, with the same force, effect and relative priority in time and right as if the lease had initially been entered into between such purchasers or transferees and the Government; provided, further, that the Contracting Officer and such purchasers or transferees shall, with reasonable promptness following any such sale or deed delivery in lieu of foreclosure, execute all such revisions to this lease, or other writings, as shall be necessary to document the foregoing relationship. (d) None of the foregoing provisions may be deemed or construed to imply a waiver of the Government's rights as a sovereign INITIALS. & LESSOR GOVERNMENT GSA FORM 3517B PAGE 3 (REV 06/16) 4. 552.270-24 STATEMENT OF LEASE (SEP 1999) (a) The Contracting Officer will, within thirty (30) days next following the Contracting Officer's receipt of a joint written request from Lessor and a prospective lender or purchaser of the building, execute and deliver to Lessor a letter stating that the same is issued subject to the conditions stated in this clause and, if such is the case, that (1) the lease is in full force and effect; (2) the date to which the rent and other charges have been paid in advance, if any; and (3) whether any notice of default has been issued. (b) Letters issued pursuant to this clause are subject to the following conditions: (1) That they are based solely upon a reasonably diligent review of the Contracting Officer's lease file as of the date of issuance; (2) That the Government shall not be held liable because of any defect in or condition of the premises or building; (3) That the Contracting Officer does not warrant or represent that the premises or building comply with applicable Federal, State and local law; and (4) That the Lessor, and each prospective lender and purchaser are deemed to have constructive notice of such facts as would be ascertainable by reasonable pre -purchase and pre -commitment inspection of the Premises and Building and by inquiry to appropriate Federal, State and local Government officials. 5. 552.270-25 SUBSTITUTION OF TENANT AGENCY (SEP 1999) The Government may, at any time and from time to time, substitute any Government agency or agencies for the Government agency or agencies, if any, named in the lease. 6. 552.270-26 NO WAIVER (SEP 1999) No failure by either party to insist upon the strict performance of any provision of this lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent or other performance by either party during the continuance of any such breach shall constitute a waiver of any such breach of such provision. 7. INTEGRATED AGREEMENT (JUN 2012) This Lease, upon execution, contains the entire agreement of the parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions of the Lease. Except as expressly attached to and made a part of the Lease, neither the Request for Lease Proposals nor any pre -award communications by either party shall be incorporated in the Lease. 8. 552.270-28 MUTUALITY OF OBLIGATION (SEP 1999) The obligations and covenants of the Lessor, and the Government's obligation to pay rent and other Government obligations and covenants, arising under or related to this Lease, are interdependent. The Government may, upon issuance of and delivery to Lessor of a final decision asserting a claim against Lessor, set off such claim, in whole or in part, as against any payment or payments then or thereafter due the Lessor under this lease. No setoff pursuant to this clause shall constitute a breach by the Government of this lease. 9. DELIVERY AND CONDITION (JAN 2011) (a) Unless the Government elects to have the space occupied in increments, the space must be delivered ready for occupancy as a complete unit. INITIALS o\ & LESSOR GO'7ERNMENT GSA FORM 3517B PAGE 4 (REV 06/16) (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. 10. DEFAULT BY LESSOR (APR 2012) (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 contractors. 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 contractors; 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 INITIALS. & LESSOR GOVERNMENT GSA FORM 3517B PAGE 5 (REV 06/16) 11. 552.270-19 PROGRESSIVE OCCUPANCY (SEP 1999) The Government shall have the right to elect to occupy the space in partial increments prior to the substantial completion of the entire leased premises, and the Lessor agrees to schedule its work so as to deliver the space incrementally as elected by the Government. The Government shall pay rent commencing with the first business day following substantial completion of the entire leased premise unless the Government has elected to occupy the leased premises incrementally. In case of incremental occupancy, the Government shall pay rent pro rata upon the first business day following substantial completion of each incremental unit. Rental payments shall become due on the first workday of the month following the month in which an increment of space is substantially complete, except that should an increment of space be substantially completed after the fifteenth day of the month, the payment due date will be the first workday of the second month following the month in which it was substantially complete. The commencement date of the firm lease term will be a composite determined from all rent commencement dates. 12. MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT (APR 2015) The Lessor shall maintain the Property, including the building, building systems, and all equipment, fixtures, and appurtenances furnished by the Lessor under this Lease, in good repair and tenantable condition so that they are suitable in appearance and capable of supplying such heat, air conditioning, light, ventilation, safety systems, access and other things to the premises, without reasonably preventable or recurring disruption, as is required for the Government's access to, occupancy, possession, use and enjoyment of the premises as provided in this lease For the purpose of so maintaining the premises, the Lessor may at reasonable times enter the premises with the approval of the authorized Government representative in charge. Upon request of the Lease Contracting Officer (LCO), the Lessor shall provide written documentation that building systems have been properly maintained, tested, and are operational within manufacturer's warranted operating standards. The Lessor shall maintain the Premises in a safe and healthful condition according to applicable OSHA standards and all other requirements of this Lease, including standards governing indoor air quality, existence of mold and other biological hazards, presence of hazardous materials, etc. The Government shall have the right, at any time after the Lease Award Date and during the term of the Lease, to inspect all areas of the Property to which access is necessary for the purpose of determining the Lessor's compliance with this clause. 13. FIRE AND CASUALTY DAMAGE (JUN 2016) 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 270 days from the event of destruction or damage, to repair or restore the Premises, provided that the Lessor submits to the Government a reasonable schedule for repair of the Premises within 60 days of the event of destruction or damage. 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 270 days from the event of destruction or damage, or fails to diligently pursue such repairs or restoration so as to render timely completion commercially impracticable, the Government may terminate the Lease effective as of the date of the destruction or damage 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. 14. COMPLIANCE WITH APPLICABLE LAW (JAN 2011) 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 INITIALS LESSOR GOVMENT GSA FORM 3517B PAGE 6 (REV 06/16) 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 15. 552.270-12 ALTERATIONS (SEP 1999) The Government shall have the right during the existence of this lease to make alterations, attach fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures, additions or structures so placed in, on, upon, or attached to the said premises shall be and remain the property of the Government and may be removed or otherwise disposed of by the Government. If the lease contemplates that the Government is the sole occupant of the building, for purposes of this clause, the leased premises include the land on which the building is sited and the building itself. Otherwise, the Government shall have the right to tie into or make any physical connection with any structure located on the property as is reasonably necessary for appropriate utilization of the leased space. 16. ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY (APR 2015) (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 Tls conforming to this Lease and the approved DIDs is substantially complete, and a Certificate of Occupancy has been issued as set forth below. (b) The Space shall be considered substantially complete only if the Space may be used for its intended purpose and completion of remaining work will not unreasonably interfere with the Government's enjoyment of the Space. Acceptance shall be final and binding upon the Government with respect to conformance of the completed Tls to the approved DIDs, with the exception of items identified on a punchlist generated as a result of the inspection, concealed conditions, latent defects, or fraud, but shall not relieve the Lessor of any other Lease requirements. (c) The Lessor shall provide a valid Certificate of Occupancy, issued by the local jurisdiction, for the intended use of the Government. If the local jurisdiction does not issue Certificates of Occupancy or if the Certificate of Occupancy is not available, the Lessor may satisfy this condition by providing a report prepared by a licensed fire protection engineer that indicates that the 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. 17. 52.204-7 SYSTEM FOR AWARD MANAGEMENT (JUL 2013) This clause is incorporated by reference. 18. 52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (JUL 2013) This clause is incorporated by reference. 19. 552.270-31 PROMPT PAYMENT (JUN 2011) The Government will make payments under the terms and conditions specified in this clause. Payment shall be considered as being made on the day a check is dated or an electronic funds transfer is made. All days referred to in this clause are calendar days, unless otherwise specified. (a) Payment due date— (1) Rental payments. Rent shall be paid monthly in arrears and will be due on the first workday of each month, and only as provided for by the lease. INITIALS. C 8 LESSOR GO e RNMENT GSA FORM 3517B PAGE 7 (REV 06/16) (i) When the date for commencement of rent falls on the 15th day of the month or earlier, the initial monthly rental payment under this contract shall become due on the first workday of the month following the month in which the commencement of the rent is effective (ii) When the date for commencement of rent falls after the 15th day of the month, the initial monthly rental payment under this contract shall become due on the first workday of the second month following the month in which the commencement of the rent is effective. (2) Other payments. The due date for making payments other than rent shall be the later of the following two events: (i) The 30th day after the designated billing office has received a proper invoice from the Contractor. (ii) The 30th day after Government acceptance of the work or service. However, if the designated billing office fails to annotate the invoice with the actual date of receipt, the invoice payment due date shall be deemed to be the 30th day after the Contractor's invoice is dated, provided a proper invoice is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (b) Invoice and inspection requirements for payments other than rent. (1) The Contractor shall prepare and submit an invoice to the designated billing office after completion of the work. A proper invoice shall include the following items: (i) Name and address of the Contractor. (ii) Invoice date. (iii) Lease number. (iv) Government's order number or other authorization (v) Description, price, and quantity of work or services delivered. (vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the remittance address in the lease or the order). (vii) Name (where practicable), title, phone number, and mailing address of person to be notified in the event of a defective invoice. (2) The Government will inspect and determine the acceptability of the work performed or services delivered within seven days after the receipt of a proper invoice or notification of completion of the work or services unless a different period is specified at the time the order is placed. If actual acceptance occurs later, for the purpose of determining the payment due date and calculation of interest, acceptance will be deemed to occur on the last day of the seven day inspection period. If the work or service is rejected for failure to conform to the technical requirements of the contract, the seven days will be counted beginning with receipt of a new invoice or notification. In either case, the Contractor is not entitled to any payment or interest unless actual acceptance by the Government occurs. (c) Interest Penalty. (1) An interest penalty shall be paid automatically by the Government, without request from the Contractor, if payment is not made by the due date. (2) The interest penalty shall be at the rate established by the Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) that is in effect on the day after the due date. This rate is referred to as the "Renegotiation Board Interest Rate," and it is published in the Federal Register INITIALS. (/ " 8, LESSOR G ERNMENT GSA FORM 3517B PAGE 8 (REV 06/16) semiannually on or about January 1 and July 1. The interest penalty shall accrue daily on the payment amount approved by the Government and be compounded in 30 -day increments inclusive from the first day after the due date through the payment date. (3) Interest penalties will not continue to accrue after the filing of a claim for such penalties under the clause at 52.233-1, Disputes, or for more than one year. Interest penalties of less than $1.00 need not be paid. (4) Interest penalties are not required on payment delays due to disagreement between the Government and Contractor over the payment amount or other issues involving contract compliance or on amounts temporarily withheld or retained in accordance with the terms of the contract. Claims involving disputes, and any interest that may be payable, will be resolved in accordance with the clause at 52.233-1, Disputes. (d) Overpayments. If the Lessor becomes aware of a duplicate payment or that the Government has otherwise overpaid on a payment, the Contractor shall— (1) Return the overpayment amount to the payment office cited in the contract along with a description of the overpayment including the— (i) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of overpayment); (ii) Affected lease number; (iii) Affected lease line item or sub -line item, if applicable; and (iii) Lessor point of contact. (2) Provide a copy of the remittance and supporting documentation to the Contracting Officer. 20. 52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) (Applicable to leases over the micro -purchase threshold.) (a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41 U.S.C. 6305 (hereafter referred to as "the Act"), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign its right under the original assignment to any type of financing institution described in the preceding sentence (b) Any assignment or reassignment authorized under the Act and this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this contract. (c) The Contractor shall not furnish or disclose to any assignee under this contract any classified document (including this contract) or information related to work under this contract until the Contracting Officer authorizes such action in writing. 21. PAYMENT (MAY 2011) (a) When space is offered and accepted, the amount of American National Standards Institute/Building Owners and Managers Association Office Area (ABOA) square footage delivered will be confirmed by: (1) The Government's measurement of plans submitted by the successful Offeror as approved by the Government, and an inspection of the space to verify that the delivered space is in conformance with such I INITIALS. v LESSOR G ERNMENT GSA FORM 3517B PAGE 9 (REV 06/16) plans or (2) A mutual on-site measurement of the space, if the Contracting Officer determines that it is necessary. (b) Payment will not be made for space which is in excess of the amount of ABOA square footage stated in the lease. (c) If it is determined that the amount of ABOA square footage actually delivered is less than the amount agreed to in the lease, the lease will be modified to reflect the amount of ABOA space delivered and the annual rental will be adjusted as follows: ABOA square feet not delivered multiplied by one plus the common area factor (CAF), multiplied by the rate per rentable square foot (RSF). That is: (1+CAF) x Rate per RSF = Reduction in Annual Rent 22. 52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER—SYSTEM FOR AWARD MANAGEMENT (JUL 2013) This clause is incorporated by reference. 23. 52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015) (Applicable to leases over $5.5 million total contract value and performance period is 120 days or more.) This clause is incorporated by reference. 24. 552.270-32 COVENANT AGAINST CONTINGENT FEES (JUN 2011) (Applicable to leases over the Simplified Lease Acquisition Threshold.) (a) The Contractor warrants that no person or agency has been employed or retained to solicit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of the contingent fee. (b) Bona fide agency, as used in this clause, means an established commercial or selling agency (including licensed real estate agents or brokers), maintained by a Contractor for the purpose of securing business, that neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds itself out as being able to obtain any Government contract or contracts through improper influence. (1) Bona fide employee, as used in this clause, means a person, employed by a Contractor and subject to the Contractor's supervision and control as to time, place, and manner of performance, who neither exerts nor proposes to exert improper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence (2) Contingent fee, as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract. (3) Improper influence, as used in this clause, means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter. 25. 52.203-7 ANTI -KICKBACK PROCEDURES (MAY 2014) (Applicable to leases over the Simplified Lease AcquisitionThreshold.) This clause is incorporated by reference. INITIALS. V'VY 8 LESSOR GO RNMENT GSA FORM 3517B PAGE 10 (REV 06/16) 26. 52.223-6 DRUG-FREE WORKPLACE (MAY 2001) (Applicable to leases over the Simplified Lease Acquisition Threshold, as well as to leases of any value awarded to an individual.) This clause is incorporated by reference. 27. 52.203-14 DISPLAY OF HOTLINE POSTER(S) (OCT 2015) (Applicable to leases over $5.5 Million total contract value and performance period is 120 days or more.) (a) Definition "United States," as used in this clause, means the 50 States, the District of Columbia, and outlying areas (b) Display of fraud hotline poster(s). Except as provided in paragraph (c)— (1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites— (i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and (ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer. (2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website. (3) Any required posters may be obtained as follows: Poster(s) Obtain from GSA Office of Inspector General "FRAUDNET HOTLINE Contracting Officer (Contracting Officer shall insert— (i) Appropriate agency name(s) and/or title of applicable Department of Homeland Security fraud hotline poster), and (ii) The website(s) or other contact information for obtaining the poster(s).) (c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters. (d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5.5 million, except when the subcontract— (1) Is for the acquisition of a commercial item; or (2) Is performed entirely outside the United States. 28. 552.270-30 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JUN 2011) (Applicable to leases over the Simplified Lease Acquisition Threshold.) INITIALS. V"' LESSORG RNMENT GSA FORM 3517B PAGE 11 (REV 06/16) (a) If the head of the contracting activity (HCA) or his or her designee determines that there was a violation of subsection 27(a) of the Office of Federal Procurement Policy Act, as amended (41 U S.C. 423), as implemented in the Federal Acquisition Regulation, the Government, at its election, may— (1) Reduce the monthly rental under this lease by five percent of the amount of the rental for each month of the remaining term of the lease, including any option periods, and recover five percent of the rental already paid; (2) Reduce payments for alterations not included in monthly rental payments by five percent of the amount of the alterations agreement; or (3) Reduce the payments for violations by a Lessor's subcontractor by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was placed. (b) Prior to making a determination as set forth above, the HCA or designee shall provide to the Lessor a written notice of the action being considered and the basis thereof. The Lessor shall have a period determined by the agency head or designee, but not less than 30 calendar days after receipt of such notice, to submit in person, in writing, or through a representative, information and argument in opposition to the proposed reduction. The agency head or designee may, upon good cause shown, determine to deduct less than the above amounts from payments. (c) The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this lease. 29. 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (AUG 2011) (Applicable when cost or pricing data are required for work or services over $750,000.) This clause is incorporated by reference. 30. 552.270-13 PROPOSALS FOR ADJUSTMENT (SEP 1999) (a) The Contracting Officer 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 Contracting Officer 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 $100,000. The proposal, including all subcontractor work, will contain at least the following detail— (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) Worker'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— INITIALS. VV" LESSOR G ERNMENT GSA FORM 3517B PAGE 12 (REV 06/16) (1) The Lessor shall provide cost or pricing data including subcontractor cost or pricing data (48 CFR 15.403-4) and (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 15 406-2). (d) Lessors shall also refer to 48 CFR Part 31, Contract Cost Principles, for information on which costs are allowable, reasonable, and allocable in Government work. 31. CHANGES (MAR 2013) (a) The LCO may at any time, by written order, direct changes to the Tenant Improvements within the Space, Building Security Requirements, or the services required under the Lease. (b) If any such change causes an increase or decrease in Lessor's costs or time required for performance of its obligations under this Lease, whether or not changed by the order, the Lessor shall be entitled to an amendment to the Lease providing for one or more of the following: (1) An adjustment of the delivery date; (2) An equitable adjustment in the rental rate; (3) A lump sum equitable adjustment; or (4) A change to the operating cost base, if applicable. (c) The Lessor shall assert its right to an amendment 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, the pendency of an adjustment or existence of a dispute shall not excuse the Lessor from proceeding with the change as directed. (d) Absent a written change order from the LCO, or from a Government official to whom the LCO has explicitly and in writing delegated the authority to direct changes, the Government shall not be liable to Lessor under this clause. 32. 552.215-70 EXAMINATION OF RECORDS BY GSA (FEB 1996) The Contractor agrees that the Administrator of General Services or any duly authorized representative shall, until the expiration of 3 years after final payment under this contract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of the Contractor involving transactions related to this contract or compliance with any clauses thereunder. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the subcontractor agrees that the Administrator of General Services or any duly authorized representatives shall, until the expiration of 3 years after final payment under the subcontract, or of the time periods for the particular records specified in Subpart 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of such subcontractor involving transactions related to the subcontract or compliance with any clauses thereunder. The term "subcontract" as used in this clause excludes (a) purchase orders not exceeding $100,000 and (b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. 33. 52.215-2 AUDIT AND RECORDS—NEGOTIATION (OCT 2010) (Applicable to leases over the Simplified Lease Acquisition Threshold.) This clause is incorporated by reference. INITIALS. r \ & LESSOR GO&MENT GSA FORM 3517B PAGE 13 (REV 06/16) 34. 52.233-1 DISPUTES (MAY 2014) This clause is incorporated by reference. 35. 52.222-26 EQUAL OPPORTUNITY (APR 2015) This clause is incorporated by reference. 36. 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) This clause is incorporated by reference. 37. 52.219-28 POST -AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (JUL 2013) (Applicable to leases exceeding the micro -purchase threshold.) This clause is incorporated by reference. 38. 52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015) (Applicable to leases $150,000 or more, total contract value.) (a) Definitions. As used in this clause— "Active duty wartime or campaign badge veteran," "Armed Forces service medal veteran," "disabled veteran," "protected veteran," "qualified disabled veteran," and "recently separated veteran" have the meanings given at FAR 22.1301. (b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300 5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans. (c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $150,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings. 39. 52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014) (Applicable to leases over $15,000 total contract value.) (a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities. (b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings. 40. 52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016) (Applicable to leases $150,000 or more, total contract value.) This clause is incorporated by reference. INITIALS. C,v v & LESSOR G RNMENT GSA FORM 3517B PAGE 14 (REV 06/16) 41. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (OCT 2015) (Applicable to leases over $35,000 total contract value.) This clause is incorporated by reference. 42. 52.215-12 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA (OCT 2010) (Applicable if over $750,000 total contract value.) This clause is incorporated by reference. 43. 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2014) (Applicable to leases over the Simplified Lease Acquisition Threshold.) This clause is incorporated by reference. 44. 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2015) ALTERNATE III (OCT 2015) (Applicable to leases over $700,000 total contract value.) This clause is incorporated by reference. 45. 52.219-16 LIQUIDATED DAMAGES—SUBCONTRACTING PLAN (JAN 1999) (Applicable to leases over $700,000 total contract value ) This clause is incorporated by reference. 46. 52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER SUBCONTRACT AWARDS (OCT 2015) (Applicable if over $30,000 total contract value.) This clause is incorporated by reference. 47. 552.219-73 GOALS FOR SUBCONTRACTING PLAN (JUN 2005), ALTERNATE I (SEP 1999) (Applicable if over $700,000 total contract value.) This clause is incorporated by reference. INITIALS/\C & LES OR GCAVII MENT GSA FORM 3517B PAGE 15 (REV 06/16) ADDENDUM to the System for Award Management (SAM) REPRESENTATIONS AND CERTIFICATIONS (Acquisitions of Leasehold Interests in Real Property) Request for Lease Proposals Number 4WA0643/212-11 Dated Complete appropriate boxes, sign the form, and attach to offer. The Offeror makes the following additional Representations. NOTE: The "Offeror," as used on this form, is the owner of the property offered, not an individual or agent representing the owner. 1. ANNUAL REPRESENTATIONS AND CERTIFICATIONS FOR LEASEHOLD ACQUISITIONS (APR 2015) (a) (1) The North American Industry Classification System (NAICS) code for this acquisition is 531120, unless the real property is self -storage (#531130), land (#531190), or residential (#531110). (2) The small business size standard is 38.5 Million in annual average gross revenue of the concern for the last 3 fiscal years. (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b) The System for Award Management (SAM) is a centrally located, searchable database which assists in the development, maintenance, and provision of sources for future procurements. The Offeror, by signing this addendum, hereby certifies he is registered in SAM. [] Registration Active and Copy Attached 2. 552.203-72 REPRESENTATION BY CORPORATIONS REGARDING AN UNPAID DELINQUENT FEDERAL TAX LIABILITY OR A FELONY CONVICTION UNDER ANY FEDERAL LAW (DEVIATION) (OCT 2013) (a) In accordance with Sections 630 and 631 of Division of the Consolidated Appropriations Act, 2012 (Pub. L. 112-74), and Section 101 of the Continuing Appropriations Act, 2014 (Pub. L. 113-16) none of the funds made available by the Continuing Appropriations Act 2014 may be used to enter into a contract action with any corporation that --- (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government, or (2) Was convicted, or had an officer or agent of such corporation acting on behalf of the corporation convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation or such officer or agent and made a determination that this action is not necessary to protect the interests of the Government. (b) The Contractor represepts that— (1) It is [ ] is not [ a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or Ovv' GSA FORM 3518 -SAM PAGE 1 (REV 01/16) have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the auth9r1ty responsible for collecting the tax liability. (2) It is [ ] is not [►a corporation that was convicted, or had an officer or agent of the corporation acting on behalf of the corporation, convicted of a felony criminal violation under any Federal law within the preceding 24 months. 3. OFFEROR'S DUNS NUMBER (a) Enter number: 6 1-, (Z G S (b) An offeror may obtain a DUNS number (i) via the Internet at http://fedgov.dnb.com/webform or if the offeror does not have internet access, it may call Dun and Bradstreet at 1-866-705-5711 if located within the United States; or (ii) If located outside the United States, by contacting the local Dun and Bradstreet office. The offeror should indicate that it is an offeror for a U.S. Government contract when contacting the local Dun and Bradstreet office. OFFEROR OR LEGALLY AUTHORIZED REPRESENTATIVE NAME, ADDRESS (INCLUDING ZIP CODE) Rv...4v/ Uy\ TELEPHONE NUMBER 1-))-17 Date GSA FORM 3518 -SAM PAGE 2 (REV 01/16) BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDASTATEMENT Item No. 6.E. For Meeting of: January 10, 2017 ITEM TITLE: Resolution authorizing a lease agreement with United States of America: General Services Administration to provide office space for the Transportation Security Administration SUBMITTED BY: Robert K. Peterson, Airport Manager, 509-575-6149 SUMMARY EXPLANATION: General Services Administration (GSA) provides office space for the Transportation Security Administration, of which oversees the passenger screening functions for airlines at the Yakima Air Terminal -McAllister Field. Approximately 862 square feet of office space is provided to support the administrative functions with screening operations. The current agreement with GSA is set to expire on November 14, 2017, where the proposed agreement would continue to lease office space within the terminal building. The agreement is set for an initial 10 year term with an option to renew two (2) separate 5 year terms. ITEM BUDGETED: STRATEGIC PRIORITY: APPROVED FOR SUBMITTAL: Yes Public Safety City Manager STAFF RECOMMENDATION: Adopt Resolution BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description Upload Date D IResollutlion 12/27/2016 D ...ease Agreement 12/27/2016 D Exhibit 12/27/2016 Type FResoll u n iioirn Contract rac t F.3ac,lknulp Mater D F.F.xhibi B 12/27/.2016 IBackup Materna° D F.F.xhibi C 12/27/.2016 IBackup Materna° Docusign Envelope ID EB6CBC71-A935-460E-96F1-D72E04D5DE23 GENERAL SERVICES ADMINISTRATION Lease Amendment No. 1 PUBLIC BUILDINGS SERVICE LEASE AMENDMENT TO LEASE NO. GS-10P-LWA07494 BUILDING NO. WA7864ZZ ADDRESS OF PREMISES PDN Number: PS0056817 Yakima Air Terminal 2400 W. Washington Ave. Yakima, WA 98903-1134 THIS AMENDMENT is made and entered into between City of Yakima whose address is. 129 N. 2nd St., Yakima, WA 98901-2613 hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government: WHEREAS, the parties hereto desire to amend the above Lease to amend the pricing for water testing services ordered under a prior lease amendment number UWT. NOW THEREFORE, these parties for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, covenant and agree that the said Lease is amended, effective upon execution as follows: This Lease Amendment contains 2 pages All other terms and conditions of the lease shall remain in force and effect IN WITNESS WHEREOF,the parties subscribed their names as of the below date FOR THE LESSOR: FOR THE GOVERNMENT: "—Signed by. "—DonnSigned by: Name. "� --`"'�,/ Name (,oUlUTA, i�LOVi�A n `-8331 1f 5 .lager '-4EBDC2639CC6499 Title Y Title: Lease Contracting Officer City of Yakima Entity: General Services Administration,Public Buildings Service 8/6/2024 8/1/2024 Date Date: WITNESSED FOR THE LESSOR BY: ,—Signed by: Nanebitil f V(L 'el& "lcaC4£ re City Manager Title: 8/7/2024 Date CITY CONTRACT NO: 4 Ain 4 RESOLUTION NO: -VD3 Lease Amendment Form REV(10/20) Docusign Envelope ID:EB6CBC71-A935-460E-96F1-D72E04D5DE23 Lease Amendment No. 1—GS-10P—LWA07494 PAGE 2 of 2 A. This lease amendment Is issued to establish the revised dollar amount allowed for the costs of water testing as required under unilateral lease agreement(ULA) number UWT issued on 04-17-2024. This bilateral lease amendment reflects agreement on the costs of testing, and settles all costs and claims associated with this change, and any adjustments to the Lease Contract price agreed upon herein shall be deemed to provide all compensation to which the Lessor is entitled and shall constitute final settlement of the Lessor's entitlement to compensation on account of the change or other condition giving rise to the modification. B. ULA number UWT modified the Lease to require water testing at a lump sum price not to exceed (NTE) $3,500 00. C. The parties agree to revised price for the testing services under ULA number UWT as follows: Lump Sum Amount Pricing Per Unilateral Lease Amendment Number UWT $3,500.00 Additional Amount Per this Lease Amendment 1 $1,025 00 Total Pricing for Scope of Work per Unilateral Lease Amendment $4,525 00 Number UWT. The Lessor shall receive a lump sum payment of$4,525.00 for this work D. This bilateral Lease Amendment constitutes the updated Notice to Proceed with the scope of work outlined under ULA UWT. All work and associated deliverables shall be completed within 90 days after the execution of this bilateral lease amendment. E. The invoicing procedures outlined under Paragraph C of ULA UWT are hereby replaced by the following. Within 3 business days after completion of the scope of work under this Lease Amendment, the Lessor shall invoice the Government. The invoice must be on the letterhead matching the Lessor's name and address as set forth in this lease amendment. The invoice(s) shall include the Lease Number, the Building Number and building address. The invoice(s) shall also include the PDN number in the heading of this Lease Amendment. Furthermore, the invoice shall be sent electronically to GSA Finance at https://finance.ocfo.qsa.qov/WebVendors/ . Instructions for invoice submission are included on the website. Additional assistance is available by calling the Finance Customer Service line at 800-676- 3690. If the Lessor is unable to process the invoice electronically, then the invoice may be mailed to the following address: General Services Administration FTS and PBS Payment Division (7BCP) P. O. Box 17181 Fort Worth, TX 76102-0181 The Lessor shall also provide a copy of the invoice to the designated COR/Lease Administration Manager(LAM). Payment will be due within thirty(30)days after(1)GSA's designated billing office receives a properly executed invoice, or(2) Lessor submission and Government acceptance of the deliverables outlined in the Scope of Work, whichever is later. Initial DDSS LESSOR:( —GOVERNMENT: Lease Amendment Form REV(10/20) DocuSign Certificate Of Completion Envelope Id.EB6CBC71A935460E96F1D72E04D5DE23 Status.Completed Subject: Water Testing Revised Pricing and NTP "LA1"-LWA07494 Source Envelope Document Pages.2 Signatures 3 Envelope Originator: Certificate Pages 4 Initials 2 Morgan Bowen AutoNav:Enabled 1800F F St NW Envelopeld Stamping:Enabled Washington DC,DC 20405 Time Zone.(UTC)Dublin,Edinburgh,Lisbon,London morgan.bowen@gsa.gov IP Address.67.189.93.63 Record Tracking Status Original Holder Morgan Bowen Location DocuSign 7/31/2024 7 49 56 PM morgan.bowen@gsa.gov Security Appliance Status.Connected Pool.FedRamp Storage Appliance Status Connected Pool US General Services Administration Location.DocuSign Signer Events Signature Timestamp Caitlin Morgan c—DocuSignedby Sent-8/1/2024 6 55.46 PM caitlin morgan@gsa gov C'4Ltut her & Viewed:8/1/2024 8.12 40 PM 4E8DC2639CC6499 Lease Contracting Officer Signed.8/1/2024 8 12.51 PM US General Services Administration Security Level.Email,Account Authentication Signature Adoption Pre-selected Style (None) Using IP Address 35 149 157 168 Electronic Record and Signature Disclosure: Not Offered via DocuSign Dave Zabell "—Signed by Sent.8/1/2024 8 12 52 PM dave zabell@yakimawa gov eI Viewed.8/6/2024 10:05:24 PM �8331801E785C46A City Manager Signed 8/6/2024 10.06.23 PM City of Yakima Security Level Email,Account Authentication Signature Adoption Drawn on Device (None),Authentication Using IP Address.205.172.45.253 Authentication Details SMS Auth Transaction 82728ad3-4afb-42fd-a0f5-f87946ea034c Result-passed Vendor ID.TeleSign Type.SMSAuth Performed 8/6/2024 10 05 15 PM Phone +1509-571-5521 Electronic Record and Signature Disclosure: Accepted:8/6/2024 10 05 24 PM ID 5ea80121-d772-469f-8e75-61335418ec00 Lally Price "—Signed by Sent 8/6/2024 10 06 24 PM cally price@yakimawa gov Pvu- Viewed:8/7/2024 10:08:35 PM —13BCC1ABABC2C478 Asst to the City Manager Signed:8/7/2024 10.09.07 PM Security Lever Email,Account Authentication (None),Authentication Signature Adoption.Pre-selected Style Using IP Address•205 172 45 253 Authentication Details Signer Events Signature Timestamp SMS Auth• Transaction 0107c112-382b-4a16-ad4b-88caaa750036 Result passed Vendor ID TeleSign Type.SMSAuth Performed 8/7/2024 10 08 20 PM Phone.+1 509-731-0181 Electronic Record and Signature Disclosure: Accepted.8/7/2024 10:08:34 PM ID.91ce7334-8495-4ade-a4e9-bbd5bda279f2 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/1/2024 6.55:46 PM Certified Delivered Security Checked 8/7/2024 10 08 35 PM Signing Complete Security Checked 8/7/2024 10.09 07 PM Completed Security Checked 8/7/2024 10:09:07 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on 7/8/2021 5 13 09 PM Parties agreed to Dave Zabell,Gaily Price ESIGN DISCLOSURES AND CONSENT It is required by law to provide you with certain disclosures and information about the products, services or accounts you may receive or access in connection with your relationship with us ('Required Information'). 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I also consent to the use of electronic records and electronic signatures in place of written documents and handwritten signatures. DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261D5F680 GENERAL SERVICES ADMINISTRATION Lease Amendment No. UWT PUBLIC BUILDINGS SERVICE TO LEASE NO. LEASE AMENDMENT LWA07494 BUILDING NO. WA7864 ADDRESS OF PREMISES PDN Number: N/A YAKIMA AIR TERMINAL 2400 W Washington Ave ,rn Yakima, WA 98903 °1CJv 60 THIS UNILATERAL AMENDMENT is hereby made effective between YAKIMA, CITY OF whose address is: 129 N 2nd St Yakima, WA 98901 US hereinafter called the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government: WHEREAS, this unilateral lease amendment (ULA) for the above Lease is issued to require water quality testing, effective date of signature. A. In accordance with the "Changes" clause of the Lease, the Government hereby orders water quality testing for lead, copper, total coliform, and legionella, as outlined under the Scope of Work (SOW) below. All work and associated deliverables shall be completed within 90 days after the issuance of this ULA. This Lease Amendment constitutes the Notice to Proceed. B. The Lessor shall receive a lump sum payment not to exceed (NTE) $3,500.00 for this work. If the Lessor determines that the NTE amount will not cover the costs for this testing, Lessor must not commence work and Lessor must submit a request, along with supporting documentation, to GSA's Lease Administration Manager(LAM) at jhoanna.jones@gsa.gov prior to commencing work. This request must be submitted within 30 calendar days of receipt of this ULA. The Government will review the request, and if the Government accepts such a request, the IN WITNESS WHEREOF, the parties subscribed their names as of the below date. FOR THE GOVERNMENT: —DocuSiyned beey:"" ""PP n.. -I'- ._ Signature: c(tbttitfa. k�.U,aSit,r—� iglitr Name: Sh6AeFf8Me402ster-Mueller Title: Lease Contracting Officer GSA, Public Buildings Service Date of Signature: 4/17/2024 Lease Amendment Form(UWT)01/24 e — — DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261D5F680 Government will issue a bilateral lease amendment documenting the additional payment for the testing and issue a new Notice to Proceed. C. Within 3 business days after completion of the scope of work under this ULA, the Lessor shall email an electronic copy of the invoice to jhoanna.jones@gsa.gov and copy g-rex.file@gsa.gov. The invoice must be on letterhead matching the Lessor's name and address as set forth in this amendment. The following standard naming conventions must be used for your invoice submission. • Email subject line: LWA07494 WA7864 2400 W Washington Ave Invoice Water Quality Testing • Attachment name for Invoice: LWA07494 WA7864 2400 W Washington Ave Invoice Water Quality Testing • Attachment name for Receipt of Payment: LWA07494 WA7864 2400 W Washington Ave Receipt Water Quality Testing The invoice must clearly break out the amount paid by (or due from) the Lessor to the Lessor's testing contractor. The Government shall pay the Lessor's invoice in an amount no greater than $3,500.00 for the work outlined in this ULA. Payment will be due within thirty (30) days after (1) GSA's designated billing office receives a properly executed invoice, or (2) Lessor submission and Government acceptance of the deliverables outlined in the Scope of Work, whichever is later. D. The SOW incorporated into this ULA requires the Lessor to electronically submit required documentation using a specific naming convention. See the SOW"Documentation" section below for more detail. E. See below for the Public Buildings Service Scope of Work for Drinking Water Testing in GSA Leased Facilities. Note that the reimbursement pricing identified under Paragraph B above is limited to costs associated with the initial baseline testing only. The lessor remains responsible for all costs associated with the corrective action items described under the SOW heading "Immediate Response Actions Required to Avoid Occupant Exposure" as part of lessor responsibilities under the lease including to provide potable water. �'—Os. INITIALS: I A nvT Lease Amendment Form(UWT)01/24 0 J - - - DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261D5F680 consumption, such as drinking fountains, bottle fillers, and kitchenettes. In smaller facilities, where this calculates to less than five outlets, a minimum of five outlets shall be tested. It's important to emphasize that bathroom sinks or similar outlets equipped with automatic mixing valves that are not primarily designed for human consumption are exempt from this 10% sampling requirement. When performing the Legionella test on this 10% group, test the hot water side when available or the cold water when there is no hot water. For the lead, copper and total coliform test, only use the cold water. Testing must be conducted in accordance with the following requirements: 1. To commence the assessment, initiate the process by collecting and reviewing information regarding Federal, state, and local requirements specific to the facility's location that could have an impact on the test. These could include, but not be limited to, the following aspects: a. Required qualifications for the person responsible for sampling. b. Proper procedures for sample collection. c. The type and quantity of samples needed. d. Approved analytical methods. e. Designated laboratories that meet acceptance criteria. f. Mandatory documentation as per the lab, state, and local regulations. g. Applicate federal, state, or local thresholds that must be met. 2. Obtain an accurate inventory of outlets before arriving onsite. a. As part of this, determine outlets to be sampled and develop a sampling schedule; identify these on floor plans, if available. 3. The lessor and their contractor must determine a way to ensure that all outlets scheduled to be sampled remain out of use for at least 8 hours, but ideally not longer than 18 hours, before sampling for metals and ensure any access issues are resolved. Some items to consider are: a. Do not use mechanical shutoff valves to isolate outlets before sampling. b. Do not remove aerators before sampling. c. Do not conduct flushing before sampling unless instructed to do so. d. Tenant spaces that require tenant authorization to enter or require a representative to accompany the sampling contractor. 4. Arrive onsite following a regular business day (i.e., do not perform sampling on a Monday or after a holiday). a. Review the inventory created pursuant to the requirements of step 2. above and ensure it accurately reflects the current outlets in the facility. If changes are noted, update the device inventory on the floor plan to reflect current conditions accurately. b. As required above, all sample collection methodologies and protocols must comply with applicable federal, state, and local drinking water requirements. c. Document the location, type of outlet, condition, presence and type of any point-of-use filtration device, and the installation date of the filter(if available). d. Take a photograph of each outlet sampled and include the barcode of the sampling bottle provided by the lab in the photo. (-�os INITIALS: l e (�V'T Lease Amendment Form(UWT)01/24 DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261D5F680 e. Clearly mark each outlet on a drawing. 5. Follow all Federal, state, and local procedural requirements for sample preservation, storage, and hold times. ***Failure to properly adhere to applicable requirements will result in resampling by the Lessor at no additional cost to the government.*** Lead and Copper Testing Testing must be conducted in accordance with the following requirements: 1. Metal parameters must be analyzed at a State-certified laboratory accredited under the National Environmental Laboratory Accreditation Conference (NELAC) program using EPA Method 200.8 or the state-approved equivalent method. Please be aware that state and local requirements might require specific laboratories to be used. 2. The testing laboratory must be contacted before sampling to receive sample collection materials, information on sampling methodology, paperwork, and transport. The sampling contractor must follow all instructions from the testing laboratory closely, including completing the chain of custody. 3. Metals must be "first draw" samples after an 8-hour minimum stagnation period and before the use of any drinking water outlet by the occupants. The stagnation period should be ideally no longer than 18 hours. 4. Sample bottles must be pre-cleaned, laboratory-provided polyethylene bottles or as state and local requirements otherwise mandated. 5. A single 250 mL sample must be collected or as otherwise mandated by state and local requirements. 6. Only sample cold water outlets, do not sample hot water outlets or outlets with automatic mixing valves. 7. Samples must be transported under standard chain-of-custody protocols to the state-certified drinking water laboratory accredited under the NELAC program. 8. Analyze samples with a standard analytical turnaround of no greater than seven calendar days upon laboratory receipt of the sample. 9. Assess the analytical results by comparing them to the relevant state and local regulations. In cases where such regulations are acceptable, apply the thresholds set by the EPA National Primary Drinking Water Standards to determine compliance. Total Coliform including E. Coli Testing The Lessor must ensure the sampling contractor adheres to the following requirements: 1. Total coliform and E. Coli samples must be collected and analyzed using an EPA method for coliform approved under the Revised Total Coliform Rule (such as EPA Standard Method 9223 B-1997, 9221, or 9222) or the state-approved equivalent method and must be analyzed at a State-certified laboratory. 2. The testing laboratory must be contacted before sampling to receive sample collection materials, information on sampling methodology, paperwork, and transport. The sampling contractor must follow all instructions from the testing laboratory closely, including completing the chain of custody. 3. The exterior of the fixture or sample must be disinfected before sample collection to prevent sampling contamination. 4. The standard sample volume required for total coliform analysis, regardless of the analytical method used, is 100 ml. DS INITIALS: e nvT Lease Amendment Form(UWT)01/24 DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261D5F680 5. It is only required to determine the presence or absence of total coliforms; a determination of total coliform density is not required. 6. Evaluate analytical results against EPA National Primary Drinking Water Standard thresholds, determining threshold conformance. A positive result shall be considered an exceedance. Legionella Testing Testing must be conducted in accordance with the following requirements: 1. Legionella must be analyzed at a laboratory accredited for Legionella analysis according to the international laboratory quality standard ISO 17025:2017 by an accreditation body that is itself accredited according to ISO 17011:2017 (such as AIHA LAP), approved by the CDC Environmental Legionella Isolation Techniques Evaluation program, or as required by specific state requirements (such as the New York State Environmental Laboratory Approval Program for New York State). 2. Analyze all water sampling using the traditional spread-plate Legionella culture method (based on ISO 11731:2017 and/or the U.S. CDC methods published in 2005). PCR sampling will not be accepted for this effort. Reporting of Legionella concentration in colony-forming units per milliliter (CFU/mL) and the identification of the basic types of species present (e.g., Legionella pneumonia serogroup 1, Non-LP1 Legionella pneumonia, non-Legionella pneumonia) is required. 3. The testing laboratory must be contacted before sampling to receive sample collection materials, information on sampling methodology, paperwork, and transport. The sampling contractor must follow all instructions from the testing laboratory closely, including completing the chain of custody. 4. A single 250 mL sample must be collected or as otherwise mandated by state and local requirements (such as 1.0 L). 5. Analyze samples with a standard analytical turnaround of no greater than fourteen days upon laboratory receipt of the sample. 6. Evaluate analytical results according to the CDC resource for Routine Testing of Legionella, specifically Figure 1. Routine Legionella testing: A multifactorial approach to performance indicator interpretation, or state requirements, whichever is more stringent. Deliverables Water quality issues require a timely response. For this reason. the Lessor's sampling contractor must report all sampling results that exceed applicable federal. state, or local thresholds back to the Lessor within 24 hours of receipt from the laboratory. highlighting threshold exceedances and/or other concerns. The Lessor must then immediately notify the GSA Lease Administration Manager concerning the results. In addition, the sampling contractor will provide a written report as soon as all investigative and sampling information is available following the completion of the investigative work. This report or portions of this report may be released to the public. Include the following, at a minimum: 1. Executive summary. a. Brief description of the facility and water system b. Name of the person who performed the investigation c. Summary of the investigative work performed d. Summary of any findings, including test results, compared to CDC resources & EPA or applicable state or local thresholds �D�Sk INITIALS: � � T rrn� Lease Amendment Form(UWT)01/24 4 _ • DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261D5F680 e. Table of all test results highlighting any results above CDC resources & EPA or applicable state or local thresholds. 2. Background information. 3. Investigation. a. Name of the person who performed the investigation and qualifications including type of firm, years of experience in potable water sampling, and applicable certifications. b. Description of the outlets sampled, along with pertinent details about each outlet c. Description of CDC resources, EPA, or applicable state or local thresholds d. Results of the sampling e. Recommended corrective actions, if applicable 4. Conclusions. 5. Signature of the sampler, supervisor, and applicable CIH, or the ASSE 12080 certified individual. 6. Report Attachments. a. Updated inventory of outlets b. Complete laboratory analytical data packages with chain-of-custody documentation, copies of relevant laboratory accreditation/certification, and laboratory quality control package c. Field sample forms, daily logs, and all other field paperwork d. One figure per building floor depicting each drinking water sample location and analytical result e. Photographic record of each outlet sampled including the barcode of the sampling bottle provided by the lab in the photo. f. Any additional state and local documentation requirements Immediate Response Actions Required to Avoid Occupant Exposure For any outlets that exceed the CDC resources, EPA, or relevant state or local threshold, the Lessor must take immediate corrective actions to address the issue(s). This includes but is not limited to: o Remove the impacted outlets from service, post signage, and notify tenants o Start remediation actions such as flushing the system and adjusting operational parameters in accordance with industry-standard response actions o Retest the impacted fixtures once the remediation actions are complete to ensure that the corrective actions are effective in controlling the hazard before returning the outlet back into service If representative sampling indicates a more systemic issue, the Lessor must conduct further investigation and implement additional remedial actions to ensure that the terms of the lease are being upheld. Once an issue has been identified, all corrective actions and follow-up testing to verify that corrective actions have been effective are the full responsibility of the Lessor per the terms of the lease. Schedule The Lessor must coordinate testing work with the tenant agency to ensure minimum disruption to agency mission activities. The Lessor must notify GSA's LAM at jhoanna.jones@gsa.gov no later than 5 business days prior to the scheduled testing date. DnS. INITIALS: I�n nv-r Lease Amendment Form(UWT)01/24 DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261 D5F680 The Lessor must provide the report to GSA within five working days after receiving the report from the sampling contractor. Documentation Drinking Water Testing Records The Lessor will send the Drinking Water Testing Deliverable Report to waterquality@.gsa.gov using the following naming convention in the email subject line and attachment: WA7864- Drinking Water Testing - 2024. This Lease Amendment contains 8 pages. All other terms and conditions of the Lease shall remain in force and effect. nvDST INITIALS: J Lease Amendment Form(UWT)01/24 Water Test ULA Lessor Checklist Before Sampling: ❑ Hire a qualified professional as outlined in the Statement of Work (SOW). If you encounter difficulty in locating a suitable firm, a helpful suggestion is to conduct a search for"industrial hygiene consultant" or"environmental consultant" in your local vicinity or the nearest major city using search engines such as Google. ❑ Provide the entire SOW to the qualified professional that you hired. ❑ Determine all the drinking water outlets that are designed for human consumption and showers in the GSA leased space and all common areas to which the GSA tenants and its visitors have access and would reasonably expect to use. ❑ Coordinate a testing date with the on-site Government tenant to minimize disruption of their operations. ❑ Inform the LAM no later than 5 business days prior to the scheduled testing date. ❑ Ensure the qualified professional follows all SOW items during the sampling event. After Sampling: When results indicate that lead, copper, total coliform bacteria, or E.coli levels exceed EPA, state, or local thresholds, or when Legionella growth is poorly controlled: ❑ Ensure the qualified professional provides notification of the exceeding results within 24 hours of notice from the laboratory, their notification should highlight the areas that didn't meet established standards. ❑ Notify the GSA LAM the same day a laboratory report identifying exceedances, or a heads-up about laboratory data with exceedances, is received from the qualified professional. ❑ Indicate that outlets have been taken out of service along with the date implemented. ❑ Indicate that signage has been posted along with the date implemented. ❑ Indicate that tenants have been notified along with the date sent. ❑ Indicate what corrective actions are taking place or planned along with the date implemented or projected implementation date. 1 r ❑ Ensure the written report from the qualified professional is submitted to waterauality a gsa.gov' within five business days of receipt. The written report should include, at minimum, the following components: ❑ Executive summary. ❑ Brief description of the facility and water system ❑ Name of the person who performed the investigation ❑ Summary of the investigative work performed ❑ Summary of any findings, including test results, compared to CDC resources & EPA or applicable state or local thresholds ❑ Table of all test results highlighting any results above CDC resources & EPA or applicable state or local thresholds. ❑ Background information. ❑ Investigation. ❑ Name of the person who performed the investigation and qualifications including type of firm, years of experience in potable water sampling, and applicable certifications. ❑ Description of the outlets sampled, along with pertinent details about each outlet ❑ Description of CDC resources, EPA, or applicable state or local thresholds ❑ Results of the sampling ❑ Recommended corrective actions, if applicable ❑ Conclusions. ❑ Signature of the sampler, supervisor, and applicable CIH, or the ASSE 12080 certified individual. ❑ Report Attachments. ❑ Updated inventory of outlets ❑ Complete laboratory analytical data packages with chain-of-custody documentation, copies of relevant laboratory accreditation/certification, and laboratory quality control package ❑ Field sample forms, daily logs, and all other field paperwork ❑ One figure per building floor depicting each drinking water sample location and analytical result ❑ Photographic record of each outlet sampled including the barcode of the sampling bottle provided by the lab in the photo. ❑ Any additional state and local documentation requirements ❑ Hire a qualified professional to develop a SOW and conduct re-sampling after corrective actions have been implemented. ' The Lessor will send the Drinking Water Testing Deliverable Report to waterauality(c gsa.gov using the following naming convention in the email subject line and attachment: <BLDG_NUM> - Drinking Water Testing -2024. 2 ❑ Keep GSA LAM updated as additional steps are taken. ❑ Continue additional corrective actions and resampling until all issues have been resolved. When all results are below EPA, state, or local thresholds, and when Legionella growth is well controlled, ensure the written report from the qualified professional is submitted to waterquality@gsa.gov2 within five business days of its receipt. The written report should include, at minimum, the following components: ❑ Executive summary. ❑ Brief description of the facility and water system ❑ Name of the person who performed the investigation ❑ Summary of the investigative work performed ❑ Summary of any findings, including test results, compared to CDC resources & EPA or applicable state or local thresholds ❑ Table of all test results ❑ Background information. ❑ Investigation. ❑ Name of the person who performed the investigation and qualifications including type of firm, years of experience in potable water sampling, and applicable certifications. ❑ Description of the outlets sampled, along with pertinent details about each outlet ❑ Description of CDC resources, EPA, or applicable state or local thresholds ❑ Results of the sampling ❑ Conclusions. ❑ Signature of the sampler, supervisor, and applicable CIH, or the ASSE 12080 certified individual. ❑ Report Attachments. ❑ Updated inventory of outlets ❑ Complete laboratory analytical data packages with chain-of-custody documentation, copies of relevant laboratory accreditation/certification, and laboratory quality control package ❑ Field sample forms, daily logs, and all other field paperwork ❑ One figure per building floor depicting each drinking water sample location and analytical result ❑ Photographic record of each outlet sampled including the barcode of the sampling bottle provided by the lab in the photo. 2 The Lessor will send the Drinking Water Testing Deliverable Report to wateraualityagsa.gov using the following naming convention in the email subject line and attachment: <BLDG_NUM> - Drinking Water Testing -2024. 3 ❑ Any additional state and local documentation requirements 4 4 DocuSign Certificate Of Completion Envelope Id:0220D2790D414B10A98AD4A261 D5F680 Status:Completed Subject:RE:LWA07494 WA7864-GSA Leases to Add Water Quality Testing Requirements-UWT Source Envelope: Document Pages:8 Signatures: 1 Envelope Originator: Certificate Pages:5 Initials:7 Craig Saunders AutoNav:Enabled 1800 F St.NW Envelopeld Stamping:Enabled Washington, DC 20006 Time Zone:(UTC-08:00)Pacific Time(US&Canada) craig.saunders@gsa.gov IP Address:76.136.25.43 Record Tracking Status:Original Holder:Craig Saunders Location:DocuSign 4/17/2024 8:17:32 PM craig.saunders@gsa.gov Security Appliance Status:Connected Pool:FedRamp Storage Appliance Status:Connected Pool:PBS Leasing Location:DocuSign Signer Events Signature Timestamp Shonita McCaster-Mueller osigned ny Sent:4/17/2024 8:17:34 PM shonita.mueller@gsa.gov I Jt0L&4.a AutAsitr—tl1lALLtLr Viewed:4/17/2024 9:42:36 PM Leasing Contracting Officer FseEc89e7e2e406 Signed:4/17/2024 9:46:47 PM US General Services Administration Security Level:Email,Account Authentication Signature Adoption.Pre-selected Style (None) Using IP Address:174.215.21.125 Signed using mobile Electronic Record and Signature Disclosure: Accepted:3/2/2023 5:35:03 PM ID:ef0e534f-e55b-49a9-b356-3ee439d4509a In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp G-REX COPIED Sent:4/17/2024 9:46:48 PM g-rex.file@gsa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lease Administration Manager COPIED Sent:4/17/2024 9:46:50 PM j hoan na.jones@gsa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign 4. Carbon Copy Events Status Timestamp PBSLESSORCOMMS COPIED Sent:4/17/2024 9:46:51 PM pbslessorcomms@gsa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign LESSOR COPIED Sent:4/17/2024 9:46:52 PM isabel.cruz@yakimawa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Property Manager COPIED Sent:4/17/2024 9:46:53 PM robert.hodgman@yakimawa.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/17/2024 8:17:34 PM Certified Delivered Security Checked 4/17/2024 9:42:36 PM Signing Complete Security Checked 4/17/2024 9:46:47 PM Completed Security Checked 4/17/2024 9:46:53 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on:7/11/2022 5:29:34 PM Parties agreed to:Shonita McCaster-Mueller ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, PBS Leasing(we,us or Company) may be required by law to provide to you certain written notices or disclosures. 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DocuSign Envelope ID:0220D279-0D41-4B10-A98A-D4A261 D5F680 Public Buildings Service Scope of Work for Drinking Water Testing In GSA Leased Facilities February 2, 2024 Purpose The U.S. General Services Administration's Public Building Service (PBS) requires the Lessor to provide a qualified professional with expertise in water sampling and relevant industry standards to conduct a drinking water quality assessment for GSA's federally leased space. PBS defines a qualified professional as an individual experienced in environmental, industrial hygiene, or engineering consulting with a minimum of two years of onsite experience in conducting potable water sampling, which includes microbiological sampling methods for Legionella. Preference must be given to qualified professionals that hold either an ASSE 12080 certification, a certified industrial hygienist (CIH) designation, or a health and safety professional working under the supervision of a CIH or an ASSE 12080 certified individual. They must be trained in legionella water sampling protocol and follow established guidelines provided by the Occupational Safety & Health Administration. This professional must meet any state and local qualification requirements applicable to the location of the facility. Additionally, any testing, including the collection of water samples, must be performed by an independent third party and not by the Lessor. Scope of Work Water testing must be performed in GSA leased space and all common areas to which the GSA tenants and its visitors have access and would reasonably expect to use. Testing for the presence of legionella is necessary for a representative number of outlets in both the hot and cold water systems. Legionella sampling locations must include: 1. If applicable, building common and tenant showers - at least 1 sample for every 3 fixtures. 2. If applicable, all point-of-use outlets that are primarily designed for human consumption in a Child Care Center. Test the hot water side when available or the cold water when there is no hot water. 3. If applicable, all point-of-use outlets that are primarily designed for human consumption or treatment of patients in a Health Unit. Test the hot water side when available or the cold water when there is no hot water. In addition to the Legionella-only testing above, testing for Legionella, as well as lead, copper, and total coliform [including Escherichia coli(E. coli)J is mandatory for a representative sample, comprising a minimum of 10% of water outlets throughout the leased space and common areas as described above that are primarily designed for human �D�S� INITIALS: rnlw Lease Amendment Form(UWT)01/24 o — o FULCRUM environmental consulting ) 0 May 23,2024 City of Yakima Attn: Jaime Vera,Airport Operations and Maintenance Manager 2406 West Washington Avenue, Suite B Yakima, Washington 98903 RE: Drinking Water Sampling Proposal LWA07494 WA7864 Yakima Air Terminal Dear Jaime, The General Services Administration(GSA)recently issued a Unilateral Amendment to the lease agreement LWA07494 covering building WA7864 located at 2400 West Washington Avenue in Yakima,Washington. Under the amendment, the City of Yakima \is required to complete testing of drinking water for lead, copper, total coliform, and Legionella pneumonia (Legionella). Testing is required in spaces used by or accessible to federal employees. Per the amendment, at least 10 percent of all drinking water fixtures but not less than 5 drinking water fixtures must be sampled.Cold water shall be sampled for lead,copper,and total coliform. Hot water shall be sampled for Legionella;where hot water services are less than the minimum fixture quantity,cold water fixtures shall be sampled. Drinking water fixtures include drinking water fountains,food preparation areas,etc.Fixtures in restrooms, fixtures with automatic mixing valves, or similar uses that are not primarily designed for human consumption are exempt from the testing requirements. Fixture Review Fulcrum Environmental Consulting, Inc. (Fulcrum) understands that GSA tenant agency has access to a break room with sink and three drinking water fountains are present in common areas. One self-server vending coffee maker is present in the common area of the building. None of the restrooms in the GSA tenant leased spaces or common spaces are likely to be used for drinking water. There are no childcare or health unit facilities in the GSA tenant agency leased areas. The lease amendment specifies that 10% of all drinking water fixtures, and not less than 5 locations, be selected for testing. There are five fixtures reported to be located in the GSA tenant leases spaces and common spaces used for drinking water. P 509 574 0839 F.509 575.8453 Drinking Water Sampling Proposal 1 406 North end Street Yakima Air Terminal LWA07494 WA7864 Yakima,Washington 98901 efulcrum net RJCRVMl environmental consulting I 0 Scope of Work Fulcrum proposes to complete drinking water sampling as required by the amendment and collect the following samples: • Five cold water drinking water samples for total lead,total copper,and total coliform. • Two hot water samples(break room and coffee maker)and three cold water samples for Legionella. All samples will be submitted to Anatek Labs. Anatek will analyze all cold water samples for total metals by EPA Method 200.8 and for total coliform by Standard Method 9221. Anatek's Spokane laboratory is accredited by the Washington State Department of Ecology(C585-23b) Anatek will subcontract Legionella analysis by method EM-BT-S-1045 to Eurofins EPK Built Environment Testing, LLC in Seattle, Washington. Eurofins's Seattle laboratory is an AIHA Laboratory Accreditation Programs, LLC accredited laboratory (LAP-101858) for Legionella analysis. Based on laboratory availability,Anatek may select an alternate qualified laboratory to provide Legionella analysis. Standard turnaround time for the laboratory report is 14-business days. Upon receipt of results, Fulcrum will notify you,who in turn will notify GSA of any results exceeding the EPA National Primary Drinking Water Standards. Fulcrum will prepare a summary report as specified in the amendment with the report content varying based on the presence or absence of contaminants exceeding the applicable threshold. Schedule Fulcrum understands that site access must be coordinated with the tenant and that the inspector(s)may be required to complete a pass a background check. Fulcrum will complete two site visits,one in the evening during which the fixture count will be confirmed and the fixture tagged out of service.After 8 to 18 hours, as coordinated with the tenant, Fulcrum's inspector will return to collect water samples. Fulcrum reviewed the typical schedule for Pangborn Memorial Airport operations and determined that there is only one period of time during which water will be allowed to stagnate for 8 to 18 hours. Following loading of passengers for the about 2:06 pm departure, drinking water fixtures will be bagged and signed as out of use. At about 9:30 pm, drinking water sampling will begin. Sampling can be completed during one evening Monday through Wednesday with samples delivered to Anatek on the following morning. Qualifications As required by the amendment, drinking water sampling will be completed by or under the direction of a Certified Industrial Hygienist. The sampler shall be trained in the practice of environmental sample collection with specific training in Legionella water sampling protocols. P 509 574 0839 F 509 575 8453 Drinking Water Sampling Proposal 2 406 North 2nd Street Yakima Air Terminal LWA07494 WA7864 Yakima,Washington 98901 efulcrum net FuLcRum CONSULTING SERVICES AGREEMENT ( CSA ) environmental consulting ill PROFESSIONAL SERVICES — Fulcrum Environmental SCOPE OF WORK/CHANGE ORDERS—All information Consulting, Inc. (hereinafter "Fulcrum") agrees to provide contained in reports produced by Fulcrum are time and Client, for Client's sole benefit and exclusive use, the project-specific and are not intended for any other project consulting services identified in Fulcrum's proposal or letter of design. Any changes must be approved in writing by both engagement. This Consulting Services Agreement (hereafter parties. "CSA") gives no rights or benefits to any party other than Client and Fulcrum. Unless otherwise agreed to in writing, STANDARD OF CARE AND RELEASE OF LIABILITY fees billed will be for technical,professional,clerical services, — Fulcrum's services will be performed with a reasonable including travel time. The fees will be based on Fulcrum's degree of skill and diligence such as normally employed by Rate Schedule of hourly service fees in addition to any specific professionals performing such services in the area of the work. fees or on a fixed fee basis as presented in the agreement, No other warranty or representation, either expressed or proposal,contract,or letter of engagement.If the CSA extends implied, is included or intended in Fulcrum's proposals, beyond 6 months,Fulcrum may update billing rates for staff as letters of engagement, contracts, reports, and a result of merit,qualification,or other basis. communications. Notwithstanding any other statement in this CSA or made by Fulcrum elsewhere, Client hereby REIMBURSABLE EXPENSES, SUBCONTRACTOR, releases and holds Fulcrum(and its agents)harmless from VENDOR, AND LABORATORY ANALYSIS FEES — any claim, damage, or cost which is not the result of Reimbursable expenses,including but not limited to:analytical Fulcrum's sole negligence. fees, subcontractor fees, equipment rental, permits, licenses, shipping costs, reproduction costs, mileage, meals, lodging To the fullest extent permitted by law,Client expressly agrees and other travel costs will be charged at cost plus fifteen(15) to limit any and all claims of Client against Fulcrum and/or its percent. Equipment and supplies will be charged at a rate employees or agents, including but not limited to claims based on Fulcrum's Standard Rate Schedule in addition to any alleging negligence,breach of contract or breach of warranty, specific fees presented in the proposal or letter of engagement. for all losses of any kind, including economic and Client shall pay any sales, use, gross receipts, valued-added, consequential losses to an amount not to exceed the total fee per-mile,or other consumption-based taxes with respect to any paid under this CSA.In the event Client makes a claim against goods and services provided to Client by Fulcrum or any Fulcrum, at law or otherwise, for alleged negligence, error, subcontractor or any goods or services procured by Fulcrum as omission, breach or other act, and Client fails to secure a Client's agent or for the benefit of Client. Client shall retain judgment against Fulcrum, Client shall pay all costs and the right to contest any such taxes assessed against Client attorney fees incurred by Fulcrum in defending itself against the claim. DISCRIMINATION—Fulcrum shall not discriminate against any person on the basis of race,creed,color,religion,national CLIENT INDEMNIFICATION—Client acknowledges that origin, sex, sexual orientation, age, marital status, political Fulcrum is not responsible for the creation or presence of affiliation or belief,or the presence of any sensory,mental or contamination, pollution, hazards, or other defects at the physical handicap in violation of the Washington State Law property. Client agrees to indemnify, defend, and hold Against Discrimination (RCW chapter 49.60), or the harmless Fulcrum and its officers and employees from and Americans with Disabilities Act(42 U.S.C. 12101 et seq.)or against any threat, demand, subpoena, claim, suit, action, or any other applicable state, federal or local law, rule or liability due to or related to conditions at the property except to regulation. the extent such threat, demand, subpoena, claim, suit, action, or liability is caused solely by the negligence of Fulcrum. If a CLIENT FURNISHED INFORMATION — Client shall demand, subpoena, or claim in any state or federal court provide to Fulcrum the following: 1)all information regarding regarding the property or project described in Fulcrum's the property including but not limited to, the location of any proposal or letter of engagement requires responding to buried utilities or structures, 2) any requirements for right of discovery or preparing for or attending a deposition/subpoena, entry or work permits, security clearances, licenses or any including a 30(b)6 deposition subpoena,the resulting time loss other required permissions. Client hereby releases Fulcrum for research, review, publication, preparation, and testimony from all liability for damage or injury arising from damage to will be compensated by Client at the then-applicable fee subterranean structures (pipes, tanks, pipelines, etc.) not schedule. Client will be obligated to pay Fulcrum's fees, specifically and accurately identified in writing by Client. attorneys'fees,and costs to respond to any such subpoena. OWNERSHIP OF DOCUMENTS — Unless otherwise The Client hereby releases and agrees to indemnify and hold agreed,all documents prepared by Fulcrum are the property of harmless Fulcrum, its successors and assigns and the officers, Fulcrum. Client is responsible for appropriate use of the directors, and employees of each of the foregoing information and recommendations provided by Fulcrum. Any ("Indemnified Parties"),from and against any and all claims of and all such information and recommendations are accurate third parties and losses, harm, costs, liabilities, damages and only as to the specific designated project.Client hereby agrees expenses (including, but not limited to, reasonable attorneys' that any reuse of such information for any project not specified fees incurred on such claims and in proving the right to in Fulcrum's proposal or letter of engagement, or deviation indemnification)arising or resulting from such claims of third from Fulcrum's recommendations, shall release Fulcrum from all liability. Initials. Fulcrum Environmental Consulting,Inc©2021 1 CONSULTING SERVICES AGREEMENT ("CSA" `J` till parties to the extent arising out of or in connection with any reserves the right to schedule the requested services within willful misfeasance, bad faith or negligence in, or reckless existing commitments and utilize then current billing rates or disregard of(1)the performance of the services or obligations revise a fixed fee agreement. of,or(2)the acts,errors or omissions of,the Client or any of its agents,the respective successors and assigns for the Client MEDIATION, ARBITRATION AND TIME TO or any of such Client's agents,or anyone acting on the Clients PRESENT NOTICE OF CLAIM OF LEGAL ACTION — behalf in connection with this CSA or its performance, Any dispute arising out of Fulcrum's services shall be provided, however, that the Client shall not be required to so mediated unless both parties agree otherwise The parties to indemnify and hold harmless any of such Indemnified Parties this CSA agree that prior to any legal action being filed in against liability for damages caused by or resulting from the regard to Fulcrum's services, a notice of claim must be sole negligence of the Indemnified Parties; provided further presented 60 days prior to any legal action being filed. Any that if such damages are caused by or result from the such notice of claim must be received by the party against concurrent negligence of Indemnified Parties and of the Client whom a claim is to be made within 2 years of the date of or its agents, or employees, Client's indemnity and hold Fulcrum's final invoice. All disputes under this contract or in harmless obligations hereunder shall be limited to the extent of any way relating to Fulcrum's services must be filed in the negligence of the Client,its agents,or employees. Spokane County, Washington and are governed by Washington state law. Client and Fulcrum hereby agree that When Client provides a defense to Fulcrum or an attorney to any legal action filed shall be subject to Mandatory Arbitration defend a deposition or subpoena, Fulcrum has the right to regardless of the amount in controversy. The parties further select which counsel will be used for such a defense. hereby agree to waive their rights to "de novo" any arbitration award, in regard to matters pertaining to less SITE SUPERVISION — Client agrees that Fulcrum has no than $25,000 (including counterclaims). The parties supervisory authority or responsibility for: 1) the specific explicitly acknowledge that this provision waives their working conditions at the site, 2) the safety precautions at a right to jury trial in regard to matters of less than$25,000. site, and/or for any hazards resulting from the actions of any This$25,000 amount referenced above includes any and all contractor or third party Client agrees Fulcrum has no duty to counterclaims. inspect, supervise,note, correct or report any health or safety deficiencies of Client,contractors,or third parties at the site. ASSIGNMENT — Except as expressly provided for herein, neither Fulcrum or Client will assign this Agreement,any right INVOICING AND COLLECTION—Invoices for Fulcrum's arising out of it,or the performance of obligations hereunder, services will be issued monthly, payable upon receipt and without the written consent of the other Nothing contained in without set-off or retainage.Client agrees to notify Fulcrum in this Agreement will create a contractual relationship with, or writing of any billing errors within fifteen(15)days of invoice cause of action in favor of,any third party receipt. Invoices are due upon receipt. Customized invoices, full backup,or manual backup of project expenses and related SEVERABILITY AND SURVIVAL—In the event that any information can be provided for an additional charge If provision of this CSA shall be held invalid and unenforceable payment is not received within thirty (30)days of the invoice by a decision of a court of competent jurisdiction, the date, whether disputed or not, a guaranteed interest rate on remaining provisions shall be valid and binding. All terms of these amounts will be charged at one percent (1%) on the this CSA allocating or limiting liability shall survive the unpaid balance. In the event that Fulcrum must seek legal completion of the services hereunder and/or the termination of services to collect the compensation due Fulcrum, Client this CSA. agrees to pay Fulcrum all attorney fees and costs incurred to collect the invoice and penalties, whether or not suit is ENTIRE AGREEMENT — This Consulting Services instituted. If a legal action and/or arbitration occur, attorney Agreement (CSA) and the attached proposal or letter of fees shall be awarded to the party in whose favor judgment is engagement constitutes the entire agreement between Client entered In the event Client fails to compensate Fulcrum and Fulcrum and supersedes all prior agreements.Any changes pursuant to this CSA,and Fulcrum has to hire a debt collection to the agreement must be in writing,and signed by Client and agency to receive payment under the CSA, Fulcrum shall Fulcrum. charge a contingent collection fee of 35% of the debt as provided in RCW 19 16.250 (21). Fulcrum reserves the right WAIVER—No failure on the part of either Fulcrum or Client to withhold deliverables and/or suspend work on projects for to exercise any right or remedy hereunder shall operate as late or non-payment waiver of any other right or medy that party may have under this agreement. SUSPENSION OR TERMINATION — Client and Fulcrum retain the right to terminate this CSA. If Client requests suspension or termination of Fulcrum services prior to completion, Fulcrum has the right to complete such work as is Client Signa c necessary to place the files in order, and to complete a report on the services provided. If termination occurs, Client shall compensate Fulcrum for all fees and expenses required to /� accomplish such closing. If a project is delayed, Fulcrum i ale (A r Y1.A.,kG✓ Date SI/ (2.1,a5 Fulcrum Environmental Consulting, Inc©2021 2 ' o FULCRUM environmental consulting ) 0 Fee Estimate Fulcrum proposes to complete project tasks on a fixed-fee basis with a project fee of$4,525. Fulcrum's project fee includes the following: Table 1: Fee Summary Task Budget Sample collection $1,500 Laboratory analysis $1,300 Reimbursable expenses $40 Reporting $1,270 Project coordination & contracting $415 Total Project Fee $4,525 If this scope of work and proposed fee is acceptable to you, please sign below, as well as the attached Consulting Services Agreement, and return a copy by email to nnathev,saefulcrum.net as notice to proceed. If you have any questions,please contact me directly at 509.728.2424. Sincerely, ter,— Ryan K. Mathews,CIH,CHMM Principal Attachment P 509 574 0839 F.509 575 8453 Drinking Water Sampling Proposal 3 406 North 2nd Street Yakima Air Terminal LWA07494 WA7864 Yakima,Washington 98901 efulcrum net o FULCRUM " environmental consulting I 0 Acceptance of Engagement The above prices, scope of work, and conditions are satisfactory and are hereby accepted. You are authorized to complete the work as specified. Any alteration or deviation from this scope of work involving extra costs will be completed upon orders and will become an extra charge over and above the estimate. I have reviewed the attached Consulting Services Agreement and agree to the conditions present t in. Signatu : Date: V a.I Name: U i Title: (� -C-{- CITY CONTRACT NO'_ 9'L(2l1 RESOLUTION NO03 Site Contact Contact the below individual to arrange site access: �I Name: �`l'�►t �/(ry Role: 0`.��1`0^ aye` Phone:&'T) T/O Email: ,l aivNe- kittik/6. 'yov Notes: Invoicing Direction Prepare and deliver invoices and other administrative communications to: Name: $4 /✓y ,gaffe ff Title: deli..'A Act ,4'' l'At/i4e4 Te`!.^"'aI Phone:(S‘1) 5-3-6-63 g 3 Email: She(' •6arretire' a 00A 4.4• 1(/ Address: 2'Woo [(/Cs/ 4/44 f t s�.0 Ave4 City:• El/''�!n J State: it//9- Zip Code: ��103 PO, Project Number/Name, or Other Reference: d 7 '1 1 y i4 T 2L y Additional Notes: P.509.574 0839 F 509 575 8453 Drinking Water Sampling Proposal 4 406 North 2nd Street Yakima Air Terminal LWA07494 WA7864 Yakima,Washington 98901 efulcrum net