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HomeMy WebLinkAboutR-2022-134 Resolution authorizing a lease agreement with United States Department of Transportation Federal Aviation Administration for a lease of property for aeronautical navigation equipment and to provide Air Traffic Control servicesRESOLUTION NO. R-2022-134 A RESOLUTION authorizing a lease agreement with the United States Department of Transportation Federal Aviation Administration for a lease of property for aeronautical navigation equipment and to provide Air Traffic Control services. WHEREAS, The City owns and operates Yakima Air Terminal in accordance with applicable Federal, State and Local regulations; and WHEREAS, the Yakima Air Terminal has space available for lease within parcel number 181335- 31001, airport main terminal located at 2300 W. Washington Ave; and WHEREAS, the City of Yakima and the United States Department of Transportation Federal Aviation Administration, have negotiated terms to lease a portion of the airport terminal building to the United States Department of Transportation Federal Aviation Administration, for the purposes of providing the aviation industry with aeronautical navigation equipment and Air Traffic Control services, all terms and conditions of which are set forth in the "Land Lease on Airport" attached hereto and incorporated herein by this reference; and WHEREAS, the City Council has determined that approval of such lease agreement will promote the purposes of the Yakima Air Terminal, will promote increased aviation safety as well as the general health, safety and welfare of the citizens, and is in the best interests of residents of the City of Yakima; Now, Therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute and administer the attached and incorporated lease agreement with United States Department of Transportation Federal Aviation Administration, for a land lease of Yakima Air Terminal property to be used for providing aeronautical navigation equipment and Air Traffic Control services. ADOPTED BY THE CITY COUNCIL this 4th day of October, 2022. ATTEST: Janice Deccio, Mayor onya Claar Tee, City Clerk STAN Al2D SPACE LEASE e rt THE UNITED STATES OF A ERICA DEPAitT ENT OF TItANSP $ (TATI N FEI)EFtAL AVIATION A. MINIST TION And CITY OF YAKI A AN YAKIMA Alit TERMINAL-MC:ALLISTk;It FIELD FAA CONTRACT NO: 690EC4-22-L-Ooo77 ATID/FACILITY TYPE: (YKM) SSC LOCATION: YAKIMA, WASHINGTON Preamble (09/2021.) 6.1.1 This Lease for real property is hereby entered into by and between City of Yakima and Yakima Air Terminal -McAllister Field. hereinafter referred to as the Lessor and the United States of America, acting by and through the Federal Aviation Administration, hereinafter referred to as the FAA. Space Lease Definitions For purposes of this document, the following definitions apply; Contract- refers to this legal instrument used to acquire an interest in real property for the direct benefit or use by the FAA. A lease is a contract for the acquisition of real property. For purposes of this document, the terms Contract and Lease are interchangeable. Contractor- refers to the party(ies awarded a direct proeuretnent contract from the FAA and who is(are) responsible for performance of contract requirements. For purposes of this document, the terms Contractor, Lessor and Offeror are interchangeable. Government- refers to the United States of America acting by and through the Federal Aviation Administration (FAA). For purposes of this document, the terms Government and FAA are interchangeable. Real .Estate Contracting Officer (RECO) - refers to a trained and warranted official; who has the authority to contract for real property on behalf of the FAA. For purposes of this agreement, the term RECO and Contracting Officer (CO) are interchangeable. ANSI/BOMA Office Area (ABOA)- refers to the area where a tenant normally houses personnel, and/or furniture, for which a measurement is to be computed, as defined by the most current American National Standards Institute/Building Owners and Managers Association (ANS:I/BOMA) publication. Lease Witnesseth (09/2021) 6.1.3 Witnesseth: The parties hereto, for the consideration hereinafter mentioned, covenasit and agree as follows: Leased Space Description (07/2022) 6.1.4 The Lessor hereby leases to the Government the following described premises; Approximately 339 sq. ft of space on the second floor and 585 sq. ft of building space on the third floor of the Yakima Air Terminal previously used as the air traffic control center providing the following estimated space: Office Space- 924 RSF 804 ABOA The I,essor shall provide 3 parking spaces in the employee lot at for government owned vehicles at the rate referenced in Section 9(a) below. 5. Purpose (09/2021) 6.1.5 It is understood and agreed that the use of the herein described premises shall be related to FAA's activities in support of the National Airspace System (NAS). 6. Legal Authority (09/2021) 6.2.1 This contract is entered into under the authority of 49 U.S.C. 106(1)(6) and (n), which authorizes the Administrator of the FAA to enter into contracts, acquisitions of interests in real property, agreements, and other transactions on such terms and conditions as the Administrator determines necessary. 7. Term (09/2021) 6.2.3 To have and to hold, for the term commencing on October 1, 2022 and continuing through September 30, 2023 inclusive, provided that adequate appropriations are available from year to year for the consideration herein. 8. Option(s) to Extend Term (09/2021) 6.2.3-4 The contract may, at the option of the Government, be extended beyond September 30, 2023 at the rental rate established in the "Consideration" clause herein. The extension shall be upon the terms and conditions herein specified and no extension shall extend beyond October 1, 2024. The Government shall notify the contractor in writing, no later than thirty (30) days before the expiration of the Lease term including all options exercised, of its intent to exercise the option(s) or of its intent to vacate the premises at the end of said term. Any extension exercised by the Government pursuant to this clause shall he subject to the availability of adequate appropriations from year to year for the payment of rentals. 9. Consideration (Standard Space) (09/2021) 6.2.4-1 A. The Government shall pay annual rent for the premises, payable in monthly installments in arrears, at he following rate si, rnonth1v installments may vary based on rounding): Base Rent arking Taxes Total $5,806.56 $105.00 $745.56 $6,657.12 Base Rent 5,806.56 $105.00 $745:56 AOation Administration Standard Space Lease 'Iernplatc, 07/2022 ()MI CONTROL NO 2120-0595 Total $6,657.12 B. Payment shall bc made in arrears, without the submission of invoices or vouchers. Payments are due on the first business day -following the end of the payment period and are subject to available appropriations. The payments shall be directly deposited in accordance with the "Payment by Electronic Funds Transfer" clause in this contract. Payments shall be considered paid on the day an electronic funds transfer is made. C. Payment shall be made in full to: City of Yakima, 129 N. 2nd Si, Yakima, WA 98901, 10. Termination for Convenience (09/2021) 6.2.5-1 The Government may terminate this contract at any time, in whole or in part, if the Contracting Officer (CO) determines that a termination is in the best interest of the Government. The CO shall terminate by delivering to the contractor a written notice specifying the effective date of the termination. The termination notice shall be issued 30 days before the effective termination date. After termination, the Contractor may suhmit a final termination settlement proposal to the CO in the :form and with the certification prescribed by the CO. The proposal must include all documentation necessary to validate the proposal. The contractor must submit the proposal no later than one (1) year from the effective date of termination unless the submission deadline is extended in writing by the CO upon written request of the contractor within this one (1) year period, However, if the CO determines that the facts justify it, a termination settlement proposal may be received and acted on after one (1) year or any extension. If the contractor fails to suhmit the proposal within the time allowed, the CO may determine, on the basis of information available, the amount, if any, due the contractor because of the -termination and shall pay the amount so determined. After submission of final termination settlement proposal, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount to be paid because of the termination. If the contractor and the CO fail to agree, the Government will pay the contractor the amounts determined by the CO as follows: 1) The contract price for any unpaid rents; 2) The remaining principle balance of Tenant Improvement allowance as described in the clause titled "Lessor's Recovery of Tenant Improvement Allowance in the Event of Terrinnation" within this contract: and 3) Reasonable costs associated with termination. If the termination is partial, the contractor may -file a proposal with the CO for an equitable adjustment of the price(s) of the continued portion of the contract. if agreed upon, the CO may make the equitable adjustment. Any proposal by the contractor for an equitable adjustment under this clause must be requested within 90 days from the effective date of termination unless extended in writing by the C.O. The contractor may file a claim with the Federal Aviation Administration Office of Dispute Resolution for Acquisition based on any determination made by the CO pursuant to this clause. Fodcral v utIon Administirliinn SLan,Lini .citse Tern p] lrr 7/202.2 Ui\'ll oyq-i-R 01 No 2 20_0595 Nothing in this clausewill obligate the government to spend in excess of available appropriations, 11. Termination for Default (09/2021) 6.2.5-2 A. Subject to the provision of notice of default to the Lessor, and the provision of reasonable opportunity for the Lessor to cure the default, the following conditions constitute default by the Lessor: i. Prior to Acceptance- of the Premises. Failure by the Lessor to perform all obligations required for acceptance of the space, to include, but are not limited to, all obligations included within the statement of work and lease clauses, within the times specified, without such failure in performance being affirmatively excused, in writing, by the RECO. ii. After Acceptance of the Premises. Failure by the Lessor to perform any service, or to make progress in the work so as to endanger performance; the failure to make any item; or the failure to satisfy any requirement of this Lease, without such failure being affirmatively excused, in writing, by the .RECO. B. Grounds for Termination. The Government may -terminate the Lease, in whole or in part, if: i. after given notice and reasonable opportunity to cure by the Government, the Lessor's default persists; or ii. the Lessor fails to take such actions as necessary to prevent the recurrence of default conditions, and such conditions substantially impair the Government's use or occupancy of the Premises, as determined by the Government. C. The rights and remedies specified in this clause are in addition to all remedies to which the Government may be entitled to as a matter of law. 1 2.. Excuse (09/2021) 6.2.5-3 A. The Lessor will not be in default because of any failure to perform the requirements of this Lease under its terms if -the failure arises from causes beyond the control and without the fault or negligence of the Lessor. B. Permissible causes for excuse are: i. acts of God (e.g., fires, floods, pandemics, epidemics, unusually severe weather, etc:), ii, acts of the puhlic enemy, iii, acts of the Government in either its sovereign or contractual capacity, iv, pandemic, epidemic, or quarantine restrictions, v. strikes, and vi. freight embargoes. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Lessor. C. Excuse will not he granted when: i. the Lessor had actual or constructive .knowledge prior to the Lease Award Date that he/she could not perform in accordance with the requirements of the Lease contract: ii, the conditions of the property prevent performance; iii. the Lessor, its employees, agents or contractors, by error or omission, fails to perform, or iv. the Lessor is unable to obtain sufficient financial resources to perform its obligations. D. The RECO will ascertain the facts and extent of the failure. If the RECO determines that any -failure to perform is excusable, the RECO will revise the delivery schedule subject to the rights of the Government under the default arid termination clauses of this contract. 13. Binding Effect (09/2021) 6.2.6 The provisions of this contract and the conditions herein shall be binding upon, and for the benefit of, the parties and their successors and assigns, In the event of any sale or transfer of owners -hip of the property or any portion thereof, the Government will be deemed 4 Fudcrol AN, Birior! 1c.inH6s[rokori S]offilard Srlwe I OMB CO:, I R.01 :,,120-(BB) to have attomed to any purchaser, successor, assign, or transferee. The succeeding owner will be deemed to have assumed all rights and obligations of the contractor under this contract establishing direct privity of estate and contract between the Government and said succeeding owner, with the same force, effect, and relative priority in time and right as if the contract had initially been entered into between such succeeding owner and the Government, 14. 'Holdover (09/2021) 6.2.12 If after the expiration of the Lease, the Government shall retain possession of the premises, the Lease shall continue in full force and effect on a month -to -month basis. Payment shall be made in accordance with the Consideration clause of the Lease at the rate paid during the Lease term. This period shall continue until the Government shall have signed a new lease with the Lessor, acquired the property in lee, or vacated the premises. 15. RE Clauses Incorporated by Reference (09/2021) 6.3.0 This solicitation or contract, as applicable, incorporates by reference the provisions or clauses listed below with the same force and effect as if they were given in full text. Upon request, the RECO will make the full text available, or the full text may he obtained via internet at https://fastfaa.gov/RPF Real_Property_Clauses.cfm. A. Officials Not To Benefit (09/2021) 6.3.0-2 B. Assignment of Claims (09/2021) 6.3.0-3 C. Contracting Officer's Representative (09/2021) 6.3.0-4 D. Contingent Fees (09/2021) 6.3.0-5 E. Anti -Kickback Procedures (09/2021) 6.3.0-6 F. Equal Opportunity (09/2021) 6.3.0-7 G. Equal Opportunity for Veterans (04/2022) 6.3.0-8 H. Equal Opportunity for Workers with Disabilities (04/2022) 6.3.0-9 I. Davis Bacon Act (01/2022) 6.3.0-10 J. Minimum Wages for Contractor Workers Under Executive Order 14026 (01/2022) 6.3.011 16, Funding Responsibility for FAA Facilities (09/2021) 6.3.6 The Contractor agrees that all Contractor requested relocation(s), replacement(s), or modification(s) of any existing or future FAA navigational aid or communication system(s) necessitated by Contractor improvements or changes will be at the expense of the Contractor. In the event that the Contractor requested changes or improvements interferes with the technical anclior operational characteristics of the FAA's facility, the Contractor will -immediately correct the interference issues at the Contractor's expense. Any FAA requested relocation, replacement, or modifications shall be at the FAA's expense. In the event such relocations, replacements, or modifications are necessary due to causes not attributable to either the Contractor or the FAA, funding responsibility shall be determined by mutual agreement between the .parties, and memorialized in a Supplemental Agreement. 17. Accessibility (09/2020 6.3.7 The FAA is accepting the space in an "as -is" condition, and therefore waives all claims against the Lessor for non-compliance with the Americans with Disabilities Act, ABAAS, or arty other accessibility laws and regulations. The current locations of restrooms and drinking fountains are acceptable and accepted as -is. Therefore, any alterations requested by the FAA to satisfy the terms of this clause shall be at the expense of the FAA. The building and the leased premises -must he accessible to persons with disabilities pursuant to the 5 Fcticra I Aviation Achnimsiraiiutt Stmbrd Spacc 1..„ezisc 1cmplate 07/2022 OMR ()NlR/0 NO 2120-0595 Architectural Barriers Act and Rehabilitation Act as detailed in the Architectural Barriers Act Accessibility Standards (ABAAS) 41 CFR Parts 102-71., 102-72, et al, and all applicable state and local accessibility laws and regulations. ABAAS is available at WWw,access-board.gov. Subject to the exception set forth herein, separate ABAAS compliant restroom facilities for men and women must be provided on each floor where the Government leases space. Separate ABAAS compliant restroom facilities must not be required if due to the age of the building, design layout; or other structural requirements, it is technically infeasible to do so. In the event the Lessor determines that it is technically infeasible to provide separate ABAAS compliant restroom facilities, the Lessor must provide the basis for the determination of technical infeasibility in writing to the RECO, together with all supporting documentation. With respect to all restrooms, water closets, and urinals, they must not be visible when the exterior door is open. Each restroom must contain toilet paper dispensers, soap dispensers, paper towel dispensers, waste receptacles, a sanitary napkin dispenser, and receptacle for each toilet in the women's restroom, disposable toilet seat cover dispensers, a convenience outlet, and hot and cold water. Two or more drinking fountains must be provided, One drinking fountain shall be a low unit commonly called a wheelchair unit and one drinking fountain shall comply with standing persons' requirements, unless sufficient space is not available to provide both a wheelchair unit and a unit for standing persons. In such instance, and subject to the approval of the RECO, a single unit able to accommodate both disabled and non -disabled persons must be provided. In addition, compliant accessible parking spaces must be provided in accordance with the ABAAS requirements as detailed in 42 U.S.C. 4151 and as set forth in the ABAAS Scoping Requirements. 18. Changes (09/2021) 6.3.8 A. The RECO may at any time, by written order via Supplemental Agreement, make changes within the general scope of this Lease in any one or more of the following: i. Work or services; ii. Facilities or space layout; iii. Amount of space/land; iv, Any other change made within the scope of this lease. B. If any such change causes an increase or decrease in the Lessor's cost or time required for performance under this lease, the RECO will modify this Lease to provide one or more of the following: i. An equitable adjustment in the rental rate; ii. A lump sum equitable adjustment; iii. An equitable adjustment of the annual operating costs per rentable square foot.; or iv. An adjustment to the delivery date. C. The Lessor .must assert its right to an adjustment by written proposal under this clause within thirty (30) days from the date of receipt of the change order. Lessor's request must include all documentation necessary to validate his/her right to an adjustment. Failure to reach agreement on any adjustmentconstitutes grounds for dispute under the Contract Disputes clause. D. Nothing in this clause excuses the Lessor from proceeding with the change as directed, E. Absent written supplemental agreement the Government is not liable to the Lessor under this clause. ,A,viau4);1 tisc, Tcrnplate 07.,2A-2.2 (.2()N-2 (201... NO 2 19, Failure in Performance (09/2021) 6.3.16 In the event the Contractor fails to per -form a service, provide an item, or satisfy a requirement under this Contract, the Government may: A. perform the service, provide the item, or satisfy the requirement itself, and abate the rent by its actual costs (including administrative costs) incurred in doing so, B. not correct the Contractor's performance and abate the rent by an amount reasonably- calculated to approximate the decreased value of the Contract arising from the Contractor's failure to perform, or C. pursue termination of the contract under the "Termination" clause(s) in this Contract. 20, No Waiver (09/2021) 6.3.17 No failure by the Government to insist upon strict performance of any provision of this Contract or failure to exercise any right, or remedy consequent to a breach thereof', will constitute a waiver of any such breach in the future. 21 Non -Restoration (09/2021) 6.3.18 It is hereby agreed between the parties that, upon termination of its occupancy, including any holdover period, the Government shall have no obligation to restore and/or rehabilitate, either wholly or partially, the property that is the subject of this contract. It is further agreed that the Govern-ment may abandon in place any or all of the structures and equipment installed in or located upon said property by the Government during its tenure. Such abandoned equipment shall beco-me the property of the contractor. 22. Quiet Enjoyment (09/2021) 6.3.25 The Contractor warrants that they have good and valid title to the premises, and rights of ingress and egress, and warrants and covenants to defend the Ciovernment's use and enjoyment of said premises against third party claims. 23. Damage by Fire or Other Casualty or Environmental Hazards (09/2021) 6.3.26 If the premises is partially or totally destroyed or damaged by fire or other casualty or i I environmentally hazardous conditions are found to exist so that the premises is untenantable as determined by the Goverrunent, the Government may agree to allow restoration/reconstruction, or may elect to terminate the contract, in whole or in part, immediately by giving written notice to the contractor and no further rental will be due. The Government shall have no duty to pay rent while the premises are unoccupied. 24. Occupancy Permit (09/2021) 6.3.27-1 The premises offered must have a valid Occupancy Permit, issued by the local jurisdiction, for the intended use of the Government, or the Lessor will complete and provide a certified copy of the "Checklist: FAA Safety & Environmental Certification" -form, in lieu of an occupancy permit, at the RECO's discretion. 25. Interference (09/2021) 6.3.28 In the event that FAA operations interfere with the Contractor's facility, the Contractor must immediately notify the RECO. The FAA will begin assessment of interference immediately upon notification. If the Contractor or its facility interferes with the FAA's equipment and the Contractor either knows of, or is notified by the FAA, of the interference, the Contractor will immediately remediate the interference at its own cost. Notification under this clause must include the -following information, ifknown: A. type of interference, B. the commencement date of the interference, and C. the root cause of the interference. Pc:clef& Avikluon drninis-Ltation Siaridd pc: Lase itmpkiW, 01:2022 01411 C:ON:FRCY NO 2i 20-05'15 26. Alterations (09/2021) 6.3.29 The Government shall have the right during the term of this Lease, including any extensions thereof, to make alterations, attach fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures, alterations or structures so placed in, on, upon, or attached to the said premises shall be and remain the property of the Government and may be removed or otherwise disposed of by the Government. The parties hereto mutually agree and understand, that no restoration rights shall accrue to the Lessor for any alterations or removal of alterations to the leased premises under this Lease, and that the Government shall have the option of abandoning alterations in place, when terminating the Lease, at no additional cost. 27. Hold Harmless (09/2021) 6.3.30 In accordance with and subject to the conditions, limitations and exceptions set forth in the Federal Tort Claims Act, 28 U.S.C. Ch. 17, the Government will be liable to persons damaged by any personal injury, death or injury to or loss of property, which is caused by a negligent or wrongful act or omission of an employee of the Government while acting within the scope of his office or employment under circumstances where a private person would be liable in accordance with the law of the place where the act or omission occurred. The foregoing shall not be deemed to extend the Government's liability beyond that existing under the Act at the time of such act or omission or to preclude the Government from using any defense available in law or equity. 28. Compliance with Applicable Laws (09/2021) 6.3.31 The Lessor shall comply with all federal, state and local laws applicable to the Lessor as owner or Lessor, or both. of building or premises, including, without limitation., laws applicable to the construction, ownership, alteration or operation of both or either thereof. and will obtain all necessary permits, licenses and similar items at Lessor's expense. This Lease shall be governed by federal law. The Government will comply with all federal, state, and local laws applicable to and enforceable against it as a tenant under this lease, provided that nothing in this lease shall be construed as a waiver of the sovereign immunity of the Government. 29. Examination of Records (09/2021) 6.3.32 The Comptroller General of the United States, the Administrator of FAA or a duly authorized representative of either shall, until three (3) years after final payment under this contract, have access to and the right to examine any of the Lessor's directly pertinent hooks, documents, paper, or other records involving transactions related to this contract. 30. Subordination, Nondisturbance and Attornment (09/2021) 6.3.33 A. The Government agrees, in consideration of the warranties and conditions set forth in this clause, that this contract is subject and subordinate to any and all recorded mortgages, deeds of trust and other liens now or hereafter existing or imposed upon the premises, and to any renewal, modification or extension thereof. It is the intention of the parties that this provision shall be self -operative and that no further instrument shall be required to effect the present or subsequent subordination of this contract. Based on a written demand received by the RECO, the Government will review and, if acceptable, execute such instruments as the contractor may reasonably request to evidence further the subordination of this contract to any existing or future mortgage, deed of trust or other security interest pertaining to the premises, and to any water, sewer or access easement necessary or desirable to serve the premises or adjoining property owned in whole or in part by the contractor if such Federal Ayi3tion Adminktraion Sraniard Spacc Lease 1-emplAtt,. 07/2022 ON113 CONTR.Or„, NO, 2120-0595 easement does not interfere with the full enjoyment of any right granted the Government under this contract. B. No such subordination, to either existing or future mortgages, deeds of trust or other lien or security instrument shall operate to affect adversely any right of the Government under this contract so long as the G-overn.ment is not in default under this contract. Contractor will include in any future mortgage., deed of trust or other security instrument to which this contract becomes subordinate, or in a separate non -disturbance agreement, a provision to the foregoing effect. Contractor warrants that the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other security instruments have consented to the provisions of this clause, and agrees to provide true copies of all such consents to the RECO promptly upon demand. C. In the event of any sale of the premises or any portion thereof by foreclosure of the lien of any such mortgage, deed of trust or other security instrument, or the giving of a deed in lieu of foreclosure, the Government will he deemed to have attorned to any purchaser, purchasers, transferee or transferees of the premises or any portion thereof and its or their successors and assigns, and any such purchasers and transferees will be deemed to have assumed all obligations of the contractor under this contract, so as to establish direct privity of estate and contract between Government and such purchasers or transferees, with the same force, effect and relative priority in time and right as lithe contract had initially been entered into between such purchasers or transferees and the Government; provided, further, that the RECO and such purchasers or transferees shall, with reasonable promptness following any such sale or deed delivery in lieu of foreclosure, execute all. such revisions to this contract, or other writings, as shall be necessary to document the foregoing relationship. D. None of the foregoing provisions tnay he deemed or construed to imply a waiver of -the Government's rights as a sovereign. 31 Notification of Change in Ownership or Control of Land (09/2021) 6.3.34 If the Contractor sells, dies or becomes incapacitated, or otherwise conveys to another party or parties any interest in the aforesaid land, rights of way thereto, and any areas affecting the premises, the Government shall be notified in writing, of any such transfer or conveyance within 30 calendar days after completion of the change in property rights. Concurrent with the written notification, the Contractor or Contractor's heirs, representatives, assignees, or trustees shall provide the Government copies of the associated legal document(s) (acceptable to locai authorities) for transferring and/or conveying the property rights. 32. Change of Ownership/Novation (09/2021) 6.3.34-1 A. If during the term of the Lease, title to the Property is transferred or the Lessor changes its legal name, the Lessor shall notify the Government within five days of the transfer of title/change of name. B. The Government and the Lessor -must execute a Supplemental Agreement acknowledging the transfer of title or name change. C. If title to the Property is transferred, the Government, the original Lessor (Transferor), and the new owner or assignee (Transferee) shall execute a Novation Agreement providing for transfer o [Transferor's rights and obligations under the Lease -to the Transferee. When executed on behalf of Fdenli Ay aLtr..)11 Administralitm Staahrd Space 1,e2 1rupl. 0722022 OMR CON FP.01. NO. 2 I 2040525 the Government, a Novation Agreement will be made part of the Lease via Supplemental Agreement. D. The RECO may request additional information (e.g., copy of the deed, bill of sale, certificate of merger, contract, court decree, articles of incorporation, operation agreement, partnership certificate of good standing, etc.) from the Transferor or Transferee to verify the parties' representations regarding the transfer. E. If the RECO determines that recognizing the Transferee as the Lessor will not be in the Government's interest, the Transferor shall remain fully liable to the Government for the Transferee's performance of obligations under the Lease, notwithstanding the transfer. Under no condition shall the Government he obligated to release the Transferor of obligations prior to (a) the rent commencement date; and (h) any amounts due and owing to the Government under the Lease that have been paid in full or completely set off against the rental payments due under the Lease. F. As a condition for being recognized as the Lessor and entitlement to receiving rent, the Transferee must register in the System for Award Management (SAM) for purposes of "All Awards", and complete all required representations and certifications within SAM and the "Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment" in this contract. G. If title to the Property is transferred, rent shall continue to be paid to the original Lessor, subject to the Govern.ment's rights as provided for in this Lease. The Government's obligation to pay rent to the Transferee shall commence on the effective date of the Lease Amendment incorporating the Novation Agreement. The Lease Amendment will not be issued until the Government has received all information reasonably required by the RECO, the Government has determined that recognizing the Transferee as the Lessor is in the Government's interest (which determination will be prompt and not unreasonably withheld), and the Transferee has met all conditions specified in sub -paragraph F. 33. Integrated Agreement (09/2021) 6.3.36 This Contract, upon execution, contains the entire agreement of the parties, and no prior written or oral agreement, express or implied shall be admissible to contradict the provisions of this Contract. 34. Unauthorized Negotiating (09/2021) 6.3.37 In no event shall the Contractor enter into negotiations concerning the premises with anyone other than the RECO or his/her designee. 35. inspection of. Leased Premises (09/2021) 6.3.38 To ensure a safe and healthy work environment for government employees, agents, and assigns, and to ensure the Contractor's performance under this contract, the Government at all times and places during the terrn of the contract has the right to: A. inspect the leased premises and all other areas (Tithe building to which access is granted to the public, 13. test all performance requirements under the contract, and C. perform any necessary sampling and evaluation of public spaces or the space subject to this Lease to ensure contract compliance. If inspection reveals a contractual non-conformance, then the Government may require the Contractor to perform in accordance with the contract requirements at no increase in contract :amount or the Government, in its sole discretion, may perform the work itself in accordance with the "Failure in Performance" clause ofthis Contract. 10 Fedtmal Aviation Administration Spc Leasc ImpUe, 07/2022 OMB CON1R011, NO 2 120-0 The presence or absence of a government inspection does not relieve the Contractor from any contract requirement, nor is the inspector authorized to change any term or condition of the contract without the RECO's written authorization. 36. Contract Disputes (09/2021) 6.3.39 A. All contract disputes arising under or related to this contract shall be resolved through the Federal Aviation Administration (FAA) dispute resolution system at the Office of Dispute Resolution for Acquisition (ODRA) and shall be governed by the procedures set forth in 14 C.F.R. Parts 14 and 17, which are hereby incorporated by reference, Judicial review, where available, will be in accordance with 49 U.S.C. 46110 and shall apply only to final agency decisions. A contractor may seek review of a final FAA decision only after its administrative remedies have been exhausted. B. The filing of a contract dispute with the ODRA may he accomplished by mail, overnight delivery, hand delivery, or by facsimile, or if permitted by Order of the ODRA and consented to by Lessor, by electronic filing. A contract dispute is considered to be tiled on the date it is received by the ODRA during normal business hours. The ODRA's normal business hours are from 8:30 am to 5:00 pm Eastern Time, C. Contract disputes are to be in writing and shall contain: i. The contractor's name, address, telephone and fax numbers and the name, address, telephone and fax numbers of the contractor's legal representative(s) (if any) for the contract dispute; ii. The contract number and the name of the Contracting Officer; iii. A detailed chronological statement of the facts and of the legal grounds for the contractor's positions regarding each element or count of the contract dispute (i.e., broken down by individual claim item), citing to relevant contract provisions and documents and attaching copies of those provisions and documents; iv. All information establishing that the contract dispute was timely filed; v. A request for a specific remedy, and if a monetary remedy is requested, a sum certain must be specified and pertinent cost information and documentation (e.g., invoices and terminated cheeks) attached, broken down by individual claim item and summarized; and vi. The signature of a duly authorized representative of the initiating party D. Contract disputes shall he filed at the following address: i. For filing by hand delivery, courier or other form of in -person delivery: Office of Dispute Resolution for Acquisition Federal Aviation Administration 600 Independence Avenue SW., Room 2W100 Washington, DC 20591; or For filing by U.S. Mail: Office or Dispute Resolution for Acquisition Federal Aviation Administration 800 Independence Avenue SW Washington, DC 20591 [Attention: ACTC-70, Wilbur Wright Bldg. Room 2 FL'uenil AviMion Adru'oiktration cAandard SDaCC (.,CaSC omplatc.. 0712022 CON';'IMI., NO 2120-Q595 1 11 Telephone: (202) 267-3290 Facsimile: (202) 267-3720 Alternate Facsimile: (202) 267-1293; or it. Other address as specified in 14 CFR Part 17. .A contract dispute against the FAA shall be filed with the ODRA within two (2) years ofthe accrual of the contract claim involved. A contract dispute by the FAA against a contractor (excluding contract disputes alleging warranty issues, fraud or latent defects) likewise shall be filed within two (2) years after the accrual of the contract claim. If an underlying contract entered into prior to the effective date of this part provides for time limitations for -filing of contract disputes with the ODRA which differ from the aforesaid two (2) year period, the limitation periods in the contract shall control over the limitation period of this section. In no event will either party be permitted to file with the ODRA a contract dispute seeking an equitable adjustment or other damages after the contractor has accepted final contract payment, with the exception of FAA claims related to warranty issues, gross mistakes amounting to fraud or latent defects. FAA claims against the contractor based on warranty issues must be filed within the time specified under applicable contract warranty provisions. Any FAA claims against the contractor based on gross mistakes amounting to fraud or latent defects shall he filed with the ODRA within two (2) years of the date on which the FAA knew or should have known of the presence of the fraud or latent defect. F. A party shall serve a copy of the contract dispute upon the other party, by means -reasonably calculated to be received on the same day as the filing is to be received by the ODRA. G. After filing the contract dispute, the contractor should seek informal resolution with the Contracting Officer. 1-1, The FAA requires continued performance with respect to contract disputes arising under this contract, in accordance with the provisions of the contract, pending a final FAA decision. I. The FAA will pay interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the contract dispute, or (2) the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on contract disputes shall be paid at the rate fixed by the Secretary of the Treasury that is applicable on the date the Contracting Officer receives the contract dispute and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary until payment is made. Interest will not accrue for more than one year. J. Additional information and guidance about the ODRA dispute resolution process for contract disputes can be found on the ODRA website at http://www.faa.gov. 37. Organizational Conflict of Interest (07/2022) 6.3.47 A. The offeror or Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest (OCT), as defined in the FAA Acquisition Management System, "Organizational Conflicts of Interest (3.1.7)", or that the Contractor has disclosed all such relevant information. B. The offeror or Contractor agrees that if an actual or potential OCI is discovered after award, the Contractor must make a full disclosure in writing to the Contracting Officer, The disclosure must. include a mitigation plan describing actions the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the actual or potential conflict. Changes in the Contractor's 12 Fcciaa: Av iad inn Administration Spm:c I-craplatG, 1.17/202.2. (:MP CONIROI, NO 2 relationships due to mergers, consolidations or any unanticipated circumstances may create an unacceptable organizational conflict of interest which may necessitate disclosure. C. The FAA reserves the right to review and audit OCI mitigation plans as needed after award, and to reject mitigation plans if the OCIF in the opinion of the Contracting Officer, cannot be avoided, or mitigated. D. The Contracting Officer may terminate this contract for convenience in whole or in part, if it deems such termination necessary to avoid an OCI. If the Contractor was aware of a potential OCI prior to award or discovered an actual or potential conflict after award and did not disclose or misrepresented relevant information to the Contracting Officer, the Government may terminate this contract for default, debar the Contractor from government contracting, or pursue such other remedies as may be permitted by law or this contract. E. The Contractor Mrther agrees to insert provisions which must conform substantially to the language of this clause including this paragraph (d) in any subcontract or consultant agreement .hereunder. 38. System for Award Management - Real Property (04/2022) 6.4.1-1 (a) Definitions. As used in this clause: "Registered in the SAM database" means that the Contractor has entered all mandatory information, including the Unique Entity Identifier (UEI) or the Electronic Funds Transfer indicator, into the SAM database. "System for Award Management (SAM) Database" _means the primary Government repository for Contractor information required for the conduct of business with the Governme-nt. "Unique Entity Identifier (UEI)" (also known as the Unique Entity ID) means a number or other identifier used to identify a specific commercial, nonprofit, or Government entity. See www.sam,gov for the designated entity for establishing Unique Entity Identifiers. "Electronic Funds Transfer indicator" means a 4-characher suffix to the Unique Entity Identifier, This 4-character suffix may he assigned at the discretion of the business concern to establish additional SAM records for identifying alternative Electronic Funds Transfer (EFT) accounts for the same parent concern. "Contractor" is synonymous with "Offeror" "Lessor" or "Grantor" for real property leases, easements, or other contracts. (h)( ) By submission of an offer, the Contractor acknowledges the requirement that a prospective awardee will be registered in the SAM database prior to award, during performance, and through final payment of any contract. (2) The Contractor must. enter, in the space below, the contractor's UEI that identities -the Contractor's name and address exactly as stated in the offer. The UEI will he used by the RECO to verify that the Contractor is registered in the SAM database. 'LEL E.INNX XFJ9K3 (c) If the Contractor does not have a LIEF it should contact www.sam.gov directly to obtain one. The Contractor should be prepared to provide the following information: (1) Company* legal business name. 13 naiiiiiiitrat Aviation Ad mirtraiion Standard Spann Fanatic ilianplant, i17t2022 ai CONtranitil. NO 2.120-0505 (2) Tradestyle, doing business, or other name by which your entity is commonly recognized. (3) Company Physical Street Address, City, State, and Zip Code. (4) Company Mailing Address, City, State and Zip Code (if separate from physical). (5) Company Telephone Number, (6) Date the company was started. (7) Number of employees at your location. (8) Chief executive officer/key manager. (9) Line of business (industry). (10) Company Headquarters name and address (reporting relationship within your entity). * Individual (non -corporate) lessors/grantors of real property that are not normally in the business of leasing real property should consider leasing to the Government as a separate business (usually a sole proprietorship) then provide the pertinent ownership information as a sole proprietor when providing this information to wwvv.sam.gov, (d) If the offeror does not become registered in the SAM database in the time prescribed by the RECO, the RECO may proceed to award to the next otherwise successful registered offeror. (e) Processing time should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of the solicitation. (f) The Contractor is responsible for the acc-uracy and completeness of the data within the SAM database, and for any liability resulting from the Government's reliance on inaccurate or incomplete data. To remain registered in the SAM database after initial registration, the Contractor is required to review and update, on an annual basis from the date of initial registration or subsequent updates, its information in the SAM database to ensure it is current, accurate and complete. Updating information in the SAM does not alter the terms and conditions of this contract and is not a substitute for a properly executed contractual document, (g)(1)(i)lf a Contractor has legally changed its business name, "doing business as" name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change -of -name agreements in AMS Procurement Guidance, the Contractor must provide the responsible RECO a minimum of one business day's written notification of its intention to: (A) Change thc name in the SAM database; (B) Comply with the requirements of AMS regarding novation and change -of -name agreements; and (C) Agree in writing to the timeline and procedures specified by the RECO. The Contractor must provide the RECO notification and sufficient documentation to support the legally changed name and then execute the appropriate supplementai agreement provided by the RECO to document the name change, (ii) If the Contractor fails to comply with the requirements of paragraph (g)(1)(i) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) of this clause, and, in the absence of a 14 rattierai Aviotion AttruanotratiorL Standard Sic o ttaso Tompitaa, 0712C22 \at3 CONTROL, No 2120_05‘... properly executed novation or change -of -name agreement/supplemental agreement, the SAM information that shows the Contractor to he other than the Contractor indicated in the contract will he considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph ()lithe Payment by Electronic Funds Transfer- System for Award Management clause of this contract. (2) The Contractor in st not change the name or address for EFT payments or manual payments, as appropriate, in the SAM record to reflect an assignee for the purpose of assignment of claims. Assignees must be separately registered in the SAM database, Information provided to the Contractor's SAM record that indicates payments, including those made by EFT, to an ultimate recipient other than that Contractor will he considered to be incorrect information within the meaning of the "Suspension of payment" paragraph of the Payment by Electronic Funds Transfer - System for Award Management clause of this contract. (h) Contractors may obtain information on registration and annual confirmation requirements via the intemet at http://www.sam.gov or by calling 866-606-8220. PRESCRIPTION: Insert in all leases or easements or supplemental agreements to existing leases or easements unless the FAA has granted a waiver from the use of SAM. Must he used in conjunction with 6.4.2-1 _Payment by Electronic Funds Transfer- System for Award Management, NOTE: If the FAA has granted a waiver from the use of SAM, use clause 6,4.1 "System for Award Management (SAM Waiver)" and REMOVE this clause. 39. Payment by Electronic Funds Transfer- System for Award Management (09/2021) 6.4.2-1 A. Method of payment. i. Unless waived by the RECO, all payments by the Government under this contract will be _made by electronic funds transfer (EFT), except as provided in paragraph (A)(ii) of this clause. As used in this clause, the term "EFT" refers to the funds transfer and may also include the payment information transfer. ii. In the event the Government is unable to release one or more payments by EFT, the Contractor agrees to either: a. Accept payment by check or some other mutually agreeable method of payment; or b. Request the Government to extend the payment due date until such time as the Government can make -payment. by EFT (but see paragraph (D) of this clause). B. Contractor's EFT information. The Government will make payment to the Contractor using the EFT information contained in the System for Award Management (SAM) database. In the event that the EFT information changes, the Contractor must be responsible for providing the updated information to the SAM database. C. Mechanisms for EFT payment. The Government may make payment by EFT through either the Automated Clearing House (ACH) network, subject to the rules of the National Automated Clearing House Association, or the Fedwire Transfer System. The rules governing Federal payments through the ACH are contained in 31 CFR Part 210. U. Suspension of payment. If the Contractor's EFT information in the SAM database is incorrect, then the Government need not make payment to the Contractor under this contract until correct EFT information is entered into the SAM database; and any invoice or contract financing request will be deemed not to he a proper invoice for the purpose otiprompt payment under this contract. 15 Federal Aviation Admini3tralion Standard Space Lease 'lenti-daft!, 07/2022 OMB CONTROL NO 2 I 20-059.5 The prompt payment terms of the contract regarding notice of an improper invoice and delays in accrual of interest penalties apply. E. Liability for uncompleted or erroneous transfers. i. If an uncompleted or erroneous transfer occurs because the Government used the Contractor's EFT information incorrectly, the Government remains responsible for a. Making a correct -payment, b, Paying any prompt payment penalty due; and c. Recovering any erroneously directed funds. ii. iran uncompleted or erroneous transfer occurs because the Contractor's EFT information was incorrect, or was revised within 30 days of Government release of the EFT payment transaction instruction to the Federal Reserve System, and a. If the funds are no longer under the control of the payment office, the Government is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or b. If -the funds remain under the control of the -payment office, the Government will not make payment, and the provisions of paragraph (D) of this clause will apply. F. EFT and prompt payment. A payment will be deemed to have been made in a -timely manner in accordance with the prompt payment terms of this contract if, in the EFT payment transaction instruction released to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal Reserve System. G. EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided for in the assignment of claims terms of this contract, the Contractor must require as a condition of any such assignment, that the assignee must register separately in the S.AM database and will he paid by EFT in accordance with the -terms of this clause. Notwithstanding any other requirement of this contract, payment to an ultimate recipient other than the Contractor, or a financial institution properly recognized under an assignment of claims, is not permitted. In all respects, the requirements of this clause will apply to the assignee as if it were the Contractor. EFT information that shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper assignment of claims acceptable to the Government, is incorrect EFT information within the meaning, of paragraph (d) of this clause. IT Liability for change of FFT information by financial agent. The Government is not liable for errors resulting from changes to EFT information made by the Contractor's financial agent. I. Payment information. The payment or disbursing office will forward to the Contractor available payment information that is suitable for transmission as of the date of release of the EFT instruction to the Federal Reserve System. The Government may request the Contractor to designate a desired format and method(s) for delivery of payment infomiation from a list of formats and methods the payment office is capable of executing. However., the Government does not guarantee that any particular :format or method of delivery is available at any particular payment office and retains the latitude to use the format and delivery method most convenient to the Government. If Me Government makes payment by check in accordance with paragraph (A) of this clause, the Government will mail the payment information to the remittance address contained in the SAM database. 16 FoLicial ,\viatIon Admmistmnon .`‘.,tanciard Spaec Lusc 1 ernplEik. 0717022 UN'IR CONTROL NO 2 00-05,6 40. Work Performance (09/2021) 6.5.2 All work in performance of this Lease shall be done by skilled workers or mechanics and shall be acceptable to the RECO. 41, Wiring for Telephones (09/2021) 6.5.17 The Government reserves the right to provide its own telephone service in the space to he leased. It may have inside wiring and telephone equipment installed by the local telephone company or a private contractor. Alternately, the Government may consider using inside wiring installed by° the Lessor, nay -a -liable. However, the final decision will be made by the Govcrnment. All service and installation costs will be paid by G-overn.ment. 42, Installation of Antennas, Cables & Other Appurtenances (09/2021) 6.5.18 The Government shall have the right to install, operate and maintain antennas, wires and supporting structures, including any linking wires, connecting cables and conduits atop and within buildings and structures, or at other locations, as deemed necessary by the Government, at its sole cost and expense. The Government will coordinate with the Lessor when installing antennas, cables, and other appurtenances. 43. Doors (09/2021) 6.6.1 The FAA is accepting the space in an "as -is" condition. Therefore, any alterations requested by the FAA to satisfy the terms of this clause shall be at the expense of the FAA. Exterior doors must be weather tight, equipped with cylinder locks and door checks, automatic door closures and open outward. The Lessor must furnish the Government at least two master keys ancl two keys for each lock. Interior doors must be solid cored and at least 32 by 80 inches with a minimum opening of 32 inches and be of sturdy construction. Fire doors must conform to N.FPA. Standard No, 80. As designated by the Government, doors must be equipped with non -removable hinge pins, and locks with 7-pin removable cores. The Government shall provide cores. Locks, locking arrangements and latches must be in accordance with local building and fire codes, as well as OSHA 29 CFR 1.910. 44. Adhesives and Sealants (09/2021) 6.6.3 For any work performed in the space or in areas impacting the space, the Lessor shall use adhesives and sealants that contain no formaldehyde, asbestos, polychlorinated biphen.yis (PCBs), or heavy metals. 45. Ceilings (09/2021.) 6.6.4 The Government has accepted the space as is and any -improvements requested to meet this requirement shall be at the expense oftlie Government. Ceilings must have acoustical treatment with a flame spread of 25 or less and smoke development rating of 50 or less. 46. Painting Any existing lead based paint must he properly maintained and managed per existing federal, state, and local regulatory requirements, 47. Display Advertising (09/2021) 6.6.7 If the leased premises are solely for Government use, no advertising matter shall he constructed on or over the premises, unless authorized by the RECO, 48. Erection of Signs (07/2022) 6.6.8 The Government has the right to erect on or attach to the Lessor's premises, in a location agreed upon in advance by Lessor in the event the location is in shared space or public space on the property (rather than within the spaced leased for the sole use of the Government) such signs as may be required to clearly identify the Government's facility or to post redc:rol. Av[ion Acirrti«uitiation tandald Spac Tcriipiaw 0712022 01417 (")..)IN I 1,Z()I, No yi 20,059,i Government policies, rules, and regulations. Signs so erected will remain the property of the Government and will he removed :from the premises upon termination of the lease. If not removed within ten (10) days of lease termination, the signs may he removed and destroyed by Lessor. 49. *ndow and floor Covering The FAA is accepting the space in an "as -is" condition, 51. Services, Utilities, and aintenance of Premises (07/2022) 6.7.1. The Lessor will maintain the demised premises, including but not limited to, the building grounds, all equipment, fixtures and appurtenances furnished by the Lessor under this Lease, in a good, clean and tenantable condition. The Lessor will maintain landscape plants, lawns, walkways, and parking areas. The Lessor will also remove snow, ice, and any other obstructions from the entrances, walkways, and parking areas around the premises, prior to and during normal business hours set forth below. The Lessor will provide the labor, materials, equipment and supervision necessary to ensure good repair and tenantable condition. The Lessor must provide services, utilities, and -maintenance daily, during normal business hours. except Saturday, Sunday and federal holidays. Lessor will provide an emergency telephone number for after-hours emergencies. The Government has the right to use appurtenant areas and facilities. The Government has unlimited access to the leased premises 24 hours per day, seven days per week, including, as applicable, the access to, and use of, electrical services, toilets, lights, elevators, and Government office machines at no additional cost. Such access allows the Government to service Government -owned technical equipment, or to perform other mission -critical related duties, as it determines necessary in its sole and absolute discretion, In addition to such other services as are set iforth else ere in this Contract, the Lessor will provide the following: A. Electricity, B. Water (hot: and cold) and sewer ('. Potable water (see "Drinking Water" clause); and D. Restroom cleaning and supplies, daily 52. IIVAC (09/2021) 6.7.3 All -heating; ventilation and air-conditioning systerns that service the leased space must maintain a temperature range of 68-72 degrees Fahrenheit year-round or as dictated in the most recent version of ASFIRAL Standard 62, "Ventilation for Acceptable Indoor Air Quality" and ASHRAE Standard 55, "Thermal Envirmimental Conditions for Human Occupancy". These temperatures must he maintained during hours of operation (as dictated by the lease) throughout the leased premises and service areas regardless of outside temperatures. An automatic control system will be provided to ensure compliance with heating and air conditioning provisions included in this contract. 'I 8 Federal Avial ion Administration Standard Swaim Lease I =Maim 07/2.022 OMB coNTRoL NO 2120-0595 In order to ensure that there is no degradation of air quality or air flow in the leased premises during the term of the lease, Lessor agrees to perform preventative maintenance on all HVAC units in accordance with the corresponding manufacturers operations and maintenance manuals (e,g„ check for defects, lubricate, make adjustments, change the filters, cleaned and make other necessary service requirements). Lessor also agrees to service the VAN/ boxes annually (on or betbre each lease anniversary date.) and provide the service date to the RECO and FAA facility manager, Such service will include checking the temperature ranges, checking all speeds on each fan, cleaning the fans and other components, replacing defective parts and completing other necessary repairs and maintenance, 53. Pest Control (09/2021) 6.7.5 Pesticide application to exterminate and control pests within the leased premises can be performed per periodic schedule for preventative maintenance and according to need with 24-hour notification to the FAA facility management. Prior to any addition/change in type of pesticides or other chemical pest control, Lessor must provide 48-hour written notice with applicable Safety Data Sheet(s) (SDS) to he provided to the FAA facility management. Herbicides/pesticides are not to he applied near the outside air intakes of the building when the HVAC system is in operation, nor within the leased premises during normal working hours or when the HVAC system is in operation. 54. Fire and Life Safety Requirements (09/2021) 6.8.3 The facility, its systems and appurtenances must be in compliance with the following fire and life safety (FLS) requirements: A. Construction features of the building must comply with state and local building codes in effect at the time of construction or most recent alteration. B. Maintenance and operations of the building must comply with the current edition of state and local tire safety and fire prevention codes. C. Construction features, maintenance and operations of the building must meet or exceed the minimum level of fire and life safety specified by OSHA 29 CFR 1910. Where compliance with the literal requirements of these standards has not been achieved, the Lessor must doc-ument, in writing to the Government, the specific deviation(s) from these standards and the equivalencies or alternative methods used by the Lessor as alternative methods of compliance. Each approach used as an alternative method of compliance must he documented in accordance with the Equivalency and Technical Documentation requirements of NFPA 101, signed by a Fire Protection Engineer, licensed in the subject property's state, and a copy must be provided to the RECO. As provided in this section, all codes, standards, orders and directives refer to the current edition in place at the signing of this contract. If construction or alterations to the premises are undertaken at any time during the -term of -this contract, fire protection and life safety systems must be brought into compliance where required by applicable codes and standards according to the then -current edition of local codes and standards and all requirements of OSHA 29 CFR 1910, The party initiating the construction or alterations is responsible for funding the upgrade of fire and life safety systems, construction or alteration to the facility must never decrease the level of fire and life safety provided, 1.9 "r'cderai ion Ajiwni5.1ation SRard SpNer Exase -:c!ripiate, 0712022 CA,M CON:1r,!.:4, NO 2 [20-029: Regardless of local code requirements, when the premises (including garage areas under contract by the Government) is on the 6th floor or above, or below grade, automatic sprinklers are required, All Airport Traffic Control Towers must meet the requirements of OSHA's Alternate Standard for Fire Safety in Airport Traffic Control 'Towers and the NFPA 101. Furthermore, buildings serving National Airspace System (NAS) air traffic control operations and constructed after June 2012, must be ti11y protected with an automatic, electrically supervised sprinkler system designed and installed in accordance with the requirements of NFPA 13. When space is located in multi -tenant buildings, the Lessor is responsible for the following: i. Development of a building Emergency Action Plan (EAP) and Fire Prevention Plan. ii. Publishing and making copies of the EAP and Fire Prevention Plan, and making them available to all FAA occupants. iii. Conducting fire or other emergency evacuation drills, at least annually. iv. Conducting review and modification of the EAP and Fire Prevention Plan at least annually. v. Inviting FAA representation to develop, review and modify the EAP and Fire Prevention Plan. 55. Fall Protection (09/2021) 6.8.4 The Government must ensure proper fall protection safety systems are in place for all work areas where Government personnel are required to perform work at four feet or more above the next lowest level on fixed ladders and within access points to elevated work areas in accordance with FAA Order 3900.19, FAA Occupational Safety and Health Policy, 29 CFR 1910, Occupational Safety and Health Standards (General Industry), 29 CFR 1926 Subpart M, Safety and Health Regulations for Construction, and applicable regulatory required American National Standard Institute (ANSI) Standards. All such elevated work surfaces (platforms, catwalks, roofs, etc.) must have OSHA compliant guardrails, railings, toe hoards and/or parapets where applicable to meet OSHA and ANSI requirements as referenced herein, 56. Environmental and Occupational Safety and Health (EOSII) 'Requirements (09/2021) 6.8.5 The Contractor must provide space, services, equipment, and conditions that comply with the following EOSH standards: A, 29 CFR. 1910, Occupational Safety and Health Administration (OSHA) Standards (General industry) 13. 29 CFR 1926, Safety and Health Standards (Construction) C. National Fire Protection Association (NFPA) 101., Life Safety Code D, FAA Order 3900.19, FAA Occupational and Health Policy E. FAA Standard HE-STD-001. Human Factors Design Standard F, National Fire Protection Association (NITA) 70, National Electrical Code, and N ETA 70E, Electrical Safety in the Workplace G. Local and state FOS.H regulations FL Local and state fire codes and building codes. Federal, state and local EOSI1 (OSHA and EPA) standards and building codes must he complied with when accomplishing any cleaning, construction, renovation, remodeling, maintenance activities or testing done in or on the leased premises and areas connected to or integrated with the premises. Additionally, whenever FAA standards require work processes or precautions to he provided, the 20 Federal Aviation Administration Sendird Space lease Template, 07/2022 OMF.1 CON1ROL, NO 2120-0595 Contractor will coordinate with the FAA before and during the work so that the proper requirements are met. Any equipment designed, installed, or used that presents a potential safety hazard shall be marked with appropriate warning labels or placards, in accordance with 29 CFR 191.0.145, Specifications for Accident Prevention Signs and Tags, FA.A HF-STD-001, Human Factors Design Standard, Chapter 12.16, Safety Labels and Placards, American National Standards Institute (ANSI) Standard Z535.4, Product Safety Signs and Labels, and FAA-G-2100H, Electronic Equipment, General Requirements, Section 3.3.5.4. 57. Recycling (09/2021) 6.8.6 Where state or local law, code, or ordinance requires recycling programs (including those tbr mercury containing lamps) for the space, the Contractor shall comply with state and/or local law, code, or ordinance. 58. Indoor Air Quality (09/2021) 6.8.7 The Contractor must investigate indoor air quality (IAQ) complaints immediately and must implement controls including alteration of building operating procedures (e.g., adjusting air intakes, adjusting air distribution, cleaning and maintaining heating, ventilation and air conditioning (HVAC) systems, etc.). The Government is responsible for addressing IAQ problems resulting from its own activities. The Contractor must provide SDS to FAA facility management for all chemicals and cleaning solutions at least 72 hours prior to their use in the FAA spaces or other areas of the buildings that might affect air quality in the FAA space(s). Materials should contain low or no Volatile Organic Compounds (VOC) and additional ventilation may be required when using chemicals and cleaning solutions. 59. Mold Growth identification and Control (09/2021) 6.8.8 The contractor must prevent mold growth and excessive levels of moisture and humidity. Adequate air quality, moisture control and facility cleaning are required to prevent the growth of mold, mildew, and bacteria. Any visual evidence of mold requires immediate sampling and remediation by the contractor. Following a water -intrusion event, the contractor must identify the water source and immediately implement water extraction and drying efforts. Once the water source is identified. the contractor must take action to prevent additional water damage and ensure that permanent fixes are in place prior to build -back and restoring building materials, Within 24-48 hours of water damage from clean water sources (e.g., water supply lines, rainwater, and snowmelt from rooftops), all building materials must he dried to a -moisture level that will prevent mold growth. All porous materials contaminated with sewage or other Category 2 (e.g., washing machine overflows, toilet overflows, and non -feces waters) or Category 3 (sewage backups and overflows from beyond toilet traps, feces, floodwaters, and groundwater intrusion) water sources must he discarded. All non -porous material must be cleaned and disinfected. Mold remediation and cleaning must be conducted using recognized industry methods and practices 21 rardaial Aviation Administration tattinciard Spatz atatris °template 07/2022 02222 CONTROL 2002220-0390 (e.g. Institute of Inspection, Cleaning and Restoration Certification (IICRC) S500 Standard and Reference Guide for Professional Water Damage Restoration, IICRC-S520 Standard and Reference Guide for Professional Mold Remediation, 2008, and National Air Duct Cleaners Association (NA.DC.A): Assessment, Cleaning and Restoration of HVAC Systems, ACR 2006). State requirements concerning mold rernediation, contractors training and licensing must be followed. The contractor must coordinate with the FAA facility management and RECO regarding all mold remediation operations. The FAA must be afforded the opportunity to provide input in the mold remediation process. Biocides must be used cautiously and in accordance with EPA requirements. A Certified Industrial Hygienist (CIH) must pre -a -pp -rove the use of EPA -approved biocides in air conveyance systems. 60. Drinking Water (09/2021) 6.8.9 The contractor must provide drinking water in the space that meets the standards prescribed in the Safe Drinking Water Act, 42 U.S.C. 300. Acceptable potable water must meet EPA's primary drinking water standards with contaminants being less than established Maximum Contaminant Levels (MCLs) and action levels, in cases where state and/or local authorities have their own standards, potable water must meet those or federal standards, whichever is more stringent. The contractor must test the sources of drinking water in the space (faucets, drinking water fountains, ice machines, etc.) on a periodic basis, but no less than every three (3) years, to ensure water quality (e.g., lead, copper, total coliforms). If the contractor performs plumbing and/or renovation work in the space that impacts the drinking water (i.e., replacement of water lines), the contractor must test the drinking water in the system affected by the plumbing and/or renovation work. If at any time, the FAA or contractor's drinking water test results are not acceptable under the EPA's primary drinking water, and/or state and local authorities' standards as described above, the Lessor must immediately correct the deficiencies. The contractor must notify- the Government prior to performing all tests and provide a copy of any test report to the RECO and facility management or their designee. 61. Halon (09/2021) 6.8.1.0 Halon may not be used in any FAA space. 62. Radon Air Levels (09/2021.) 6.8.11 Contractor must provide the FAA with a Radon Evaluation Report for the facility when requested. Radon air levels in FAA premises must not exceed the level of 4.0 picocuries per liter (pCi/L,). If radon levels are found to be at or above 4.0 pCi/L, the contractor must immediately notify the RECO and FAA facility management of its finding and its plan of corrective action, including testing, to ensure radon air levels are maintained below 4.0 pCi/1_, at all times. Radon testing shall. be done by a radon professional certified according to state and local requirements using US EPA approved testing methods. 63. Asbestos (09/2021) 6.8.12 If asbestos abatement work is to be performed in the Space after occupancy, the Lessor shall submit to the Government documentation that the abatement was done in accordance with OSHA, EPA, DOT, state, and local regulations and that final clearance is achieved. 64. Warranty of Space (09/2021) 6.8.13 The contractor -a rants that all space leased to the Vadat-al Aviation Administration Spaiain Lemrinktinplatin 07/2022 °MN (d0n0liz,01: 2120-0597 Government under this contract complies with federal, state, and local regulations. The space is not limited to that set forth in this contract, but also includes space above suspended ceilings in the leased space, air plenums elsewhere in the building that service the leased space, engineering spaces in the same ventilation zone as the leased space, public spaces in the same ventilation zone as the leased space, and public spaces and common use spaces (e.g., lobbies, hallways). 65 Electrical Safety (09/2021) 6.8.14 The contractor must ensure electrical safety requirements are met, including grounding, bonding, shielding, control of electrostatic discharge (ESD), and lightning protection requirements, in accordance with: A. 29 CFR 191.0, Subpart S, Electrical B. FAA Standard HE-STD-001, Human Factors Design Standard, Chapter 12.4, Electrical 1- rds C. DOT Specification FAA-G-2100K Electronic Equipment, General Requirements D. National Fire Protection Association (NFPA) 70, National Electrical Code E. NFPA 70E, Electrical Safety in the Workplace F. American National Standards Institute/Institute of Electrical and Electronics Engineers (ANSI/IEEE) Standard .1100-2005, Recommended Practice for Powering and Grounding Electrical Equipment G. DOT Standard FAA-STD-019E, Lightning and Surge Protection, Grounding, Bonding and Shielding Requirements for Facilities and Equipment laza The contractor must ensure that electrical equipment and infrastructure meets minimum clear working space requirements in accordance with 29 CFR 1910.303 and NFPA 70 Article 110.26, and is maintained and documented in accordance with NFPA 70E. Any change in the electrical equipment requires review of the current arc flash warning labels to determine if the arc flash warning labels posted meet the current safety requirements. 66. Facility Security (09/2021) 6.9.1 Security requirements for Government occupied space must meet minimum -security accreditation standards for the type of facility covered by this Lease. The FAA FacilitySecurity Management Program defines facility security accreditation standard levels. The security requirements identified below are tailored specifically for the type of facility covered by this Lease. The Lessor shall provide or make accommodation to provide for all the security requirements listed herein for the leased premises covered by this Lease agreement: None The local Servicing Security Element (SSE) will determine any additional security upgrades that are required to meet accreditation and shall conduct a final security assessment of the -building. If that assessment indicates that additional upgrades are required to the Premises, those upgrades shall he contracted and paid for under separate contract at the Government's expense and subject to the availability of funds. The Lessor shall provide maintenance services to the security upgrades installed by the Lessor within the leased premises and covered under this Lease. -23 Foderal Aviattol Adrtinisiration Sianclard Lease.. Foinpla;., 07/2022 c(-.)1\rfRol., 50 2 (2005C5 67. Foreign Nationals as Contractor Employees (04/2022) 6.9.2 a) Definition. "Foreign National" is any citizen or national of a country other than the United States who has not immigrated to the United States and is not a Legal Permanent Resident (LPR) of the United States. b) Each contractor or subcontractor employee under this contract, having access to FAA facilities, sensitive inforniation, or resources must be a citizen of the United States, or a foreign national who has been lawfully admitted for permanent residence as evidenced by a Permanent Resident CarcI1551, or who presents other evidence from the U.S. Citizenship and Immigration Service that employment must not affect his/her immigration status. c) Foreign Nationals proposed under this contract must meet the following conditions in accordance with FAA Order 1600.1F, chapter 8, paragraph 10: (1) Must have resided within the United States for a minimum of the last three (3) years unless a waiver of this requirement is requested and approved in accordance with the requirements stated in FAA Order 1600.1F, chapter 8, paragraph 10; (2) A risk or sensitivity level designation can be made for the position; and (3) The appropriate security -related background investigation can he adequately conducted, as determined by the Office of Security and Hazardous Materials (ASH) Office of Personnel Security (AXP). d) Foreign Nationals proposed under this contract must meet the following additional conditions: (1) Provide a current unexpired passport and their place of birth in order to begin the background investigation process in accordance with FAA Order 1600, -IF, Personnel Security Program; and, (2) Successfully pass an export control review as outlined in FAA Order 1240.13 FAA Export Control Compliance. e) Interim suitability- requirements may not be applied unless the position is low/moderate in risk, and/or temporary, and/or is not in a critical area position. 68. Real Estate Contractor Personnel Suitability Requirements (04/2022) 6.9.3 1. No contractor employee, subcontractor, or consultant will be allowed unescorted access to any FAA facility, access to FAA classified information, access to FAA *Sensitive Unclassified in -formation (SUI); or access to FAA systems or resources unless they have been authorized by the FAA Office of Personnel Security (AXP), *StJf is defined as unclassified information, in any form including print, electronic, visual, or aural forms, which is protected From uncontrolled release to persons outside the FAA and indiscriminate dissemination within the FAA. It includes aviation security, homeland security, and protected critical infrastructure information. SU I. may include information that may qualify for withholding from the public under the Freedom of Information Act (FOIA). 2. Consistent with FAA Order 1600.1E, AXP must approve designated risk levels for the positions under the contract, to he determined by the FAA Operating Office (the organization with the 24 FL'Alcral Adrninis1r4ion Jar d Spitee LeLise TLITIpiaw, 07/)022 0;\,IH CONTP..01„ ,N(i, 2120-0595 requirement) in coordination with the Contracting Officer (CO) or designee, using the OPM Position Designation Automated Tool (PD Tool). 3. For all contractor employees, subcontractors, or consultants requiring access to FAA facilities, classified information., sensitive unclassified information, systems, or resources, the prime contractor must submit to their responsible AXP office and CO or their designee, a point of contact (POC) who will be responsible for entering all contractor applicant data, to include subcontractor data, into the Vendor Applicant Process (VAP) system (AXP will provide the user with access to the VAP) for security processing. The contractor must not enter contractor employees in VAP unless they have a legitimate need for access to FAA facilities, classified information, sensitive unclassified in -formation and/or systems according to the terms of the contract. Contractor employees who will not require the aforementioned types of access or who would be under escort of other badged personnel are not to be entered in VAP. 4. If an a-pplicant has had a previous US Government conducted background investigation, which meets the investigative requirements for the position and meets established reciprocity guidelines, it will be accepted by the FAA. The FAA reserves the right to conduct further investigations, including requesting additional information from the applicant, if necessary, 5. IC no previous investigation exists, or if the previous investigation does not meet investigative requirements for the position, AXP will: a. Send the applicant an e-mail (this step may he delegated to VAP POC) with instructions for completing investigative requirements; b. Instruct the applicant how to enter and complete a background investigation questionnaire through the electronic Questionnaires for Investigation Processing (eQIP) system; c. Provide where to upload, or send/fax applicable forms; and d. Provide instructions regarding fingerprinting (any fees associated with obtaining fingerprints are not the responsibility of the FAA). The contractor employee must complete the investigative requirements and submit required material within i5caIendar days of receiving the e-mail from AXP. If items are submitted outside of the eQIP system, the contractor must submit the required information, referencing the contract number, to the AXP POC noted in the instruction email. 6. No contract employee, subcontractor, or consultant, identified as requiring a back -ground investigation under the contract will work in any position unless AXP has authorized them to begin ‘vork. Authorization will be in the :form of an Interim or Final Suitability email notification from AXP to the VAP POC and CO. 7. No contract employees, subcontractor, or consultant will be issued a FAA Personal identity Verification (PIV) card, or other FAA issued ID card, unless they have been granted an Interim or Final suitability- from AXP. 8. The Contractor VAP POC must inform the CO or their designee and submit a VAP removal record in VAP within twenty-four (24) hours after any contractor employee resigns, is -terminated, transferred, or otherwise removed from the contract. If the FAA issued the contract employee a PIV 2 S CLICF,41 AV4.1011 AdnILEISErali011 S:a'Ndard S;:pacc i22;e emplai.e., 0712,022 (2N,15 CONTROL NO 2 card, or other ID card, the contractor must collect the card within twenty-four hours, and return it to AXP no later than five business -days after the employee's -termination or transfer. 9, The CO or their designee will provide notice to the contractor within 24 hours after receipt of a determination that the contractor or its employee has not complied with security -related contract requirements, security -related FAA Orders, or if a contractor employee's conduct is objectionable or contrary to the public interest, or inconsistent with the hest interest of national security. The notice will instruct the contractor to remove its employee's access to FAA premises or networks, or otherwise remedy the contractor's performance. 10. The contractor must immediately comply with the CO or their designee's direction to remedy its security performance at the contractor's expense, including removing the employee from FAA. premises and networks. Ifthe contractor employee is working under an interim suitability authorization, the contractor must take appropriate action, including the removal of the contractor employee from working on the FAA contract, at their own expense. Once action has been taken, the contractor must report the action via the VAP within the timeframe prescribed in this clause, 11. After coordination with AXP, the CO or the FAA Facility Manager or their designee may require contractor employees to submit any other security information deemed reasonably necessary to protect the interests of the FAA. This includes submitting to additional fingerprinting, responding to letters of inquiry, and background reinvestigations required under Federal Investigative Standards. In this event, the contractor must provide, or cause each of its employees to provide, such security information to AXP. Failure to cooperate with security processing will result in an unfavorable suitability determination. 12. The contractor must retrieve a current roster report through VAP on a quarterly basis to ensure the roster is accurate, and immediately correct any discrepancies with the responsible AXP office. The prime contractor is responsible for the accuracy of their subcontractors' rosters as well. 13_ Contractor employees subject to the requirements of this clause must take the FAA Security Awareness Virtual Initiative (SAVE) training within 90 days of reporting to work and annually thereafter. This training is available on the FAA's Electronic Learning Management System (eLMS). Contractors without access to eLMS please contact the FAA Facility Manager for a c.opy of the training. 14. The prime contractor must contact the CO or COR, and AXP within one business -day in the event an employee (who has been cleared for FAA access by AXP) is arrested (i.e., taken into custody by law enforcement for any offenses, other than minor traffic offenses) or is involved in theft of government- property or the Contractor becomes aware of any information that may raise a question about the suitability of a contractor or subcontractor employee, 15. Failure to submit information required by this clause within the time required may he determined by the CO a material breach of the contract. 26 [ail Aviation Administratil Statiat-tixa Space fcirripLac., 07/1222 OMR coNTri... 002 2120-0590 16. lf subsequent to the effective date of this contract, the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in direct contract costs or otherwise affect any other term or condition of this contract, the contract will be subject to an equitable adjustment. 17, The contractor agrees to insert terms that conform substantially to the language of this clause, excluding any reference to the Changes clause of this contract, in all subcontracts under this contract that involve access and where the exceptions under FAA Order 1600.1F do not apply, 69. Access to FAA Systems and Government issued Keys, Personal Identification Verification (PIV) Cards, and Vehicle Decals (09/2021) 6.9.4 It may become necessary for the Government to grant access to FAA systems or issue Government property, to include FAA -issued ID cards, or sensitive unclassified information (SW), to contractor employees. Prior to or upon completion or termination of the work under the contract, the contractor must return all such Government property and SUI to FAA's Facility Manager or their designee. Improper use, possession or alteration of Government property is subject to penalties under Title USC 499, 506, 701, and 1030. In the event such Government property is lost, stolen, or not returned, the contractor understands and agrees that the Government may, in addition to any other withholding provision of the contract, withhold the value of the asset for each item of Government property not returned. If the Government property, to include FAA -issued ID cards, or SUI is not returned within 30- calendardays from the date the withholding action was initiated, any amount so withheld is forfeited by the contractor. Regarding FAA Personally Identifiable Information (131.1) contained within portable devices that are lost, stolen, or not returned, the contractor must additionally report such a loss, theft, or non -return within one (1) hour to the FAA Security Operations Center (phone (866)- 580-1852 (Option 1) or email 9-AWA-SOC@Iaa.gov). Access to aircraft ramp/hangar areas is authorized only to those persons displaying a flight line identification card and for vehicles, with a current ramp permit issued pursuant to Title 49, Part 1542, Code of Federal Regulations. The Government retains the right to inspect inventory, or audit Government property or sensitive information issued to the contractor in connection with the contract and do so at the convenience of the Government. Any items not accounted for, to the satisfaction of the Government, will be assumed to be lost and the provisions of section (3) of this clause apply, 'The issuance of Government property, to include SUI, to a Contractor must be approved by FAA's Facility Manager or designee who will require the Contractor's employee to sign a receipt for each item. Lost or stolen Government property or SUI must immediately be reported to the Contracting Officer (CO), Contracting Officer's Representative (COR). or FAA's facility manager or designee (as applicable) and the FAA SOC at the telephone number and email address listed under section (3) above. 27 Av Ninon AdminisiNilion Standard Spaec 1,1.asc rernplAc 07/2022 OMB CONTROL NO 2120-05,5 Each Contract employee, during all times of on -site performance at an FAA facility, must prominently display his/her current and valid FAA PIV card, or other FAA issued ID card, on the front portion of his/her body between the neck and waist, Each FAA ID cardholder must not affix pins, stickers, or other item to the card. Prior to any contractor employee obtaining a FAA ID Card or other government property, in accordance with FAA Order 1600.78 the contractor is required to: Enter data for each employee into the VAP as described in the "Real Estate Contractor Persor Suitability Requirements" clause, b. The Office of Personnel Security (AXP) will determine whether final suitability can be granted due to: Existence of a previous investigation that meets reciprocity require n or: Initiate the contractor applicant into the electronic Questionnaires for Investigations Processing (eQIP) system so that the applicant can complete the investigative forms, Interim suitability cannot be granted until the eQIP form is completed, and fingerprints and signature pages are submitted to AXP. Authorization for the contractor employee to begin work will he an Interirn ar Final Suitability notification from AXP. To obtain a FAA PIV card, in accordance with FAA Order 1600.78 The contractor employee will be provided instructions by AXP for obtaining an FAA I1V or other ID card upon being granted authorization to begin work. The instructions will include how to submit an identification Card Application (DOT 1681) online at htms://idms.faagov/ 681, accessible only from within an FAA facility, The application must be approved by- the CO or COR. The contractor employee will he notified when the identification card application has been approved and is ready for processing by the FAA Identification Card issuer (e.g., Trusted Agent). Off-Floarding. The contractor is responsible for ensuring final off -boarding is accomplished for all departing contractor employees. This includes termination, resignation, retirement, death, change of employment status (i.e., transferring from a contractor to a FAA employee), transfer to another FAA contract, and (with CO approval) extended leave of absence, The Contractor may appoint an offboarding coordinator to oversee the off -boarding process, 28 Federal Aviation Administration Standard Spece Lease template; 07/20217 OMB CON 11701, NO i 2.0-059d For each departing employee having access to FAA :facilities andior Information Technology (IT) systems, the Contractor must submit a co-mpletely filled out and signed "FAA Contractor Employee Off -Boarding Checklist" (located in FAA Procurement Forms) to the Facility Manager or their designee no later than thirty (30) calendar days after the employee's departure. The Contractor must ensure that the Checklist confirms that all applicable Government properly (including FAA -issued ID cards) and sensitive information (including Classified National Security Information (CNSI) has been collected and access to all FAA assets has been terminated, When the Contractor is not collocated or within local driving distance of the responsible AXP office, the Contractor must collect the PIV Card or other FAA issued ID card, and any other tokens and provide to the CO or COR within one (1) business day of receiving the card/tokens from the departing employee. In event that the Contractor employee departs without completing the Checklist, the Contractor is responsible for completing and submitting the Checklist on the employee's behalf. If the departing Contractor employee served as the Property Custodian for the FAA contract, the Contractor must designate a new Property Custodian and ensure accountability of all property under the contract, or within fourteen calendar days with the CO's approval, provide to the CO the results of the associated inventorylproperty accountability. The designated VAP POC must submit a VAP removal record for the departing employee within twenty-four (24) hours. ihe Con -tractor must also comply with any local Employee Off -Boarding Checklists in use at FAA Facilities. All contractors and subcontractor employees with access to FAA systems must have a FAA -issued PIV card and must use the PIV card to authenticate to the FAA system. Approved contactor equipment or software in accordance with clause 3.14-13 "Use of Contractor Equipment or Software - Permitted" that connects to FAA systems must be configured to accept and use FAA -issued PTV cards. The contractor must provide the appropriate equipment for the PIV card, while the FAA will furnish and configure the PIV software. The contractor must insert this clause in al subcontracts under the contract, Cooperation with Defensive Counterintelligence Program Requirements (DCIP) (09/2021) 6.9.6 a, The FAA's Defensive Counterintelligence Program (DCIP) (AX.1-3 10) detects, deters, and denies illicit human and technical intelligence collection activities as well as a.ddressing other national security concerns. Such activities and concerns include, but are not limited to, activities conducted by, on behalf of, or otherwise supporting, foreign governments or elements thereof; entities or individuals that rncet the definition of "foreign power" or "agent of° a foreign power" in 30 U.S.C. § 1801; foreign organizations; foreign persons; international terrorist organizations or activities; or agents of any of the foregoing; or any other individuals or entities acting on behalf of, 29 Fedc:Tral Aviaion Adndriation Standard Space Leas,: Ferriplaw, 07/2022 omn coNTROL NO 2!20-0595 or otherwise in support of, any of the -foregoing, against the FAA, its employees, facilities, equipment, systems, networks, operations, and information. b. Consistent with FAA Order 1600.84 FAA Defensive Counterintelligence Program, the contractor is required to cooperate to the fullest extent possible in the -following requirements: 1) Any authorized DCIP inquiry or Counterintelligence (CI) investigation connected with this contract requested by the FAA Office of Security and Hazardous Materials Safety (ASH) to include granting authorized ASH or outside investigative department or agency personnel access to contract information, records or contractor personnel; 2) All applicable FAA security requirements as required under the contract consistent with FAA policy and applicable Federal law; 3) When requested by the DCIP, and necessary to protect Controlled National Security Information (CNSI), Sensitive Unclassified Information (SUI)„ or otherwise protected information, contractor employees must sign a Defensive Counterintelligence Program Non -Disclosure Agreement (NDA) prior to being briefed on any information pertaining to a DCIP inquiry, CI investigation by another Department or Agency, or any other matter related to the DC1P. The NDA is located in Appendix C of the Order and in AMS Procurement Forms. Contractor employees are exempt from acknowledging any language in the NDA associated with unauthorized disclosure ofreceived information that subjects FAA employees to personnel actions specified in the Human Resources Policy Manual (HRPM) Volume 4: Employee Relations ER-4.1 (4) and applicable collective bargaining agree-ments. 4) Contractors must first coordinate with the DCIP at ASH-CI-Notify(c(faa,goy before contacting any law enforcement or investigative agencies on any known or suspected counterintelligence or other national security concern described in Paragraph 1. of FAA Order 1600.84. 5) Contractors must notify the DCIP as soon as possible if any law enforcement or investigative agency contacts them directly on any matter covered by FAA Order 1600.84. If an employee receives a direct request from an outside law enforcement or investigative agency for evidence related to a counterintelligence or other national security concern as described in Paragraph I of FAA Order 1600.84, the employee will refer the law enforcement or investigative agency to AXI310. 6) Contractors must immediately notify the DCIP at ASH-CI-Notify,gfaa.gov, and the CO or their designee if their employees observe any of the following - a) Suspected or known acts of foreign intelligence collection activity against the FAA or its employees, systems, networks, operations, -facilities, equipment, or information; b) Suspected or known espionage (See Appendix A of FAA Order 1600.84 for definition); c) Suspected or known unauthorized disclosure of CNSI, WI, or otherwise protected informatio-n in the possession of the FAA by a FAA employee to a foreign government or element thereof, a foreign organization, an entity or individual that meets the definition of "foreign power" or "agent of a foreign power" in 50 U.S.C. § 1801, a foreign person, an international terrorist organization or activity, an agent of any of the foregoing, or any other individual or entity acting on behalf of or otherwise supporting any of the foregoing; or d) Suspected or known theft, unauthorized disclosure; or unauthorized amassing, of CNSI, SUI, or otherwise protected information in the -possession of the FAA known or suspected to be for the purpose of conveying it to i foreign government or element th.ereof, an entity or individual that 30 federal viation Administrotion StarldEnd Space Lease °Templa[e; 07!2022. C)NIB CONTROL NO 2120-0595 meets the definition of "foreign power" or "agent of a foreign power" in 50 U.S. § 1801, a foreign organization, a foreign person, an international terrorist organization or activity, an agent of any of the foregoing, any other individual or entity acting on behalf of or otherwise supporting any of the foregoing, or an unknown recipient, or statements of intent by an FAA employee to engage in any such actions. SUI or otherwise protected unclassified information whose theft, unauthorized disclosure, or unauthorized amassing, for the purposes described in the preceding sentence, is of concernincludes, but is not limited to: i. Non-public information from an official FAA data network or information; ii. Imagery; iii. Technical specifications; iv. `Frade secrets; v. Proprietary information; vi, Sensitive Security Information (SSI): and vii. Any other SUI e) Activities similar to those described in paragraphs b(6)(a)-(d) by, on behalf of, or otherwise supporting, potential lone wolf actors, malicious insiders, or transnational organizations of a national security concern. If notification of the CO or their designee is not feasible owing to the CO and/or their designee being one of -the suspicious actor(s), the contractor must notify the DC1P directly at the above email address if they observe any of the above activities. 7) Elicitation attempts. Elicitation is the strategic use of conversation to extract information from people without giving them the feeling they are being interrogated. It is a technique used to discreetly gather information. It is a conversation with a specific purpose: collect. information that is not readily available and do so without raising suspicion that specific facts are being sought. The conversation can be in person, over the phone, or in writing. Contractors must immediately notify the DCIP at ASH-CI-Notify@faa..gov, and the CO and/or their designee if their employees experience any known or suspected direct (e.g., personal encounter or telephone) or indirect (e.g., electronic or written communication) elicitation or attempted elicitation of CNISI, SUL or otherwise protected information in the possession of the FAA by any suspicious entity or person, regardless of ethnicity-, nationality, or FAA employment status, as soon as possible, but no later than 12 hours after the time of the incident, initial detection, or receipt of report, as applicable, or the next business day ifthe incident, initial detection, or receipt. of report, as applicable, occurs on a weekend or holiday. Contractors must report these incidents regardless of where; when, or how the contact took place, or whether the employee was on or off duty. Suspicious activities include, but are not limited to: a) Direct or indirect contact or communication with a known or suspected -foreign or foreignaffiliated person, or an unknown or unfamiliar person, seeking access to or disclosure of any CNSI, SUI, or otherwise protected information in the possession of the FAA for which such person does not meetthe applicable access requirements, or that is outside the scope of their official duties; b) Direct or indirect contact or communication with a known or suspected foreign or foreignaffiliated person, or an unknown or unfamiliar person, seeking specific information about an FAA employee's official duty responsibilities, work projects, access to information, security 3 1 ion AdminismAtion Sia;iilard2 i1ai07/202.2 (1',J MR CCJN1ROL N-.0 2 clearance, travel plans, coworkers' identities, or Infomiation Technology (IT) system credentials for which such person does not meet the applicable access requirements, or that is outside the scope of their official duties; c) Direct or indirect contact, communication, or observance of a known or suspected foreign or foreign -affiliated person, or an unknown or unfamiliar person, seeking unauthorized access to FAA employees, equipm.ent, operations, systems, information, facilities, or networks, including through a Personal Electronic Device (PED); d) Direct or indirect contact, communication, or observance of a known or suspected :foreign or foreign -affiliated person, or an unknown or unfamiliar person, introducing, or seeking to introduce, unauthorized digital media or software into any FAA equipment, facilities, systems, or networks, including through a PED; e) Offers of compensation, gifts, or favors in exchange for FAA information or access to such information, regardless of medium; or access to FAA employees, equipment, operations, facilities, systems, or networks; f) Threats, attempts to coerce, or attempts to exploit any FAA employee by a known or suspected foreign or -foreign-affiliated person, or by an unknown or unfamiliar person, in order to illicitly acquire FAA information or access to FAA employees, equipment, operations, facilities, systems, information, or networks; g) Solicitation by any person of FAA information for which they do not meet the applicable access requirements or that is outside the scope of their official duties; h) A request by any person for access to FAA employees, facilities, equi-pment, operations, systems, intbrmation, or networks for which they do not meet the applicable access requirements or that is outside the scope of their official duties; and i) Suspicious or unexplained contact by any person with an FAA employee, where the person has suspicious or unexplained knowledge of the employee. Unless requested by ASH, contractors must not disclose an elicitation attempt of the nature described above, in a-ny other manner than to report. the attempt to the CO or their designee and request that they report it to the DCIP. If that is not feasible, or if the CO or their designee are the suspicious actor(s), contractors may make -these reports directly to the DCIP at the above email address. Contractors must not take any actions on their own initiative, as doing so may interfere with a DCIP inquiry or CI investigation. c. Failure to cooperate with any of the activities under section (b) above may be considcrcd by the FAA to he a material breach of the contract. d. The Contractor is responsible for ensuring that the provisions of this clause flow down to its subsidiaries, subcontractors, and consultants performing this contract. Notices (09/2021) 6.10.1 All notices/correspondence must be in writing, reference the Contract number, and be addressed as follows; TO THE CONTRACTOR: City Manager City of Yakima City Hall — First Floor 129 N Second Street 3 2 AilminisEration Terridate 0712022 ()N413 2120-0,',6N Yakima, WA 98901 and Jaime Vera, Interim Airport Director Yakima Air Terminal -McAllister Field 2406 W. ashington Ave, Suite B Yakima, WA 98903 (509) 575-6149 Jaime,vera yakimawa.gov (509) 575-6010 TO THE GOVE ENT: FAA Western Logistics Service Area, AAQ-930 2200 S 216 Street Des Moines, WA 98198 71. Signature ; ock (09/2021) 6.10.3 This Contract shall become binding when it is fully executed by both par) t In winless whereof, the parties hereto have subscribed their names as of the date shown below, Print Name: Bcilt Harrison eintlen ilyt Title: City Manager ettll Date: C,2,1 t ,e) Attest: (.,,i:1Gtieitt Title: Cif) (Ileiltely int Dte Lelllluettlelt ty.tn Contract Number: t)a-.).73 Resolution Number: STATE OF VVASHINGTON ) ss. COUNTY OF YAK'AA I certify that I know or have satisfactory evidence that Bob Harrison is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the City ranager of the City of Yakima, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. 33 Fericral .Aviation r\drnirastrarion Standard Space Least... 'I'mplate., 07./20.22 OM 13 CONP J NO,. 2 120_0595 DATED this Notary Public day of .2O22, My Commission Expires: [JNQTED STATES OFAMERIC& N Print Name: Title: Real Estate Contracting Officer Date: STATE(JFVVASH|NGT]N COUNTY OFKING LIC - k� Of ft | certify that | know orhave satisfactory evidence that the person who appeared bahzra ma, and said person acknowledged thob�lesigned this instrunnent, on oath stated that howas authorized toexecute the instrument, and acknowledged it as the Real Estate Contracting Officer of the United States of /\nnanoa. Department of Transportation Federal Aviation Adminiotradon, to be the free and voluntary act of such party for the uses and purposes mentioned inthe instrument. DATED this I i day of 2022. Notary Public ^ My Commission Expires: A,Ia6ur /um.ommm.w uumoomunmui ,�oo720:u om13cowrn01,wo_z'71J-05po �� 1 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 6.F. For Meeting of: October 4, 2022 ITEM TITLE: Resolution authorizing a lease agreement with United States Department of Transportation Federal Aviation Administration for a lease of property for aeronautical navigation equipment and to provide Air Traffic Control services SUBMITTED BY: Jaime Vera- Interim Airport Director SUMMARY EXPLANATION: The City of Yakima and the United States Department of Transportation Federal Aviation Administration, have negotiated terms to lease a portion of the airport terminal building to the United States Department of Transportation Federal Aviation Administration, for the purposes of providing the aviation industry with aeronautical navigation equipment and Air Traffic Control services. ITEM BUDGETED: NA STRATEGIC PRIORITY: Public Safety APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution ATTACHMENTS: Description Upload Date 0 resolution 9/22/2022 0 Lease 9/13/2022 Type Corer Memo Contract