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07/15/2009 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DA TE: August 5, 2009 TO: Peter Horton, Director of Airports VIA: Bevette Moore, Director of Operations Pamela G. Han~c. FROM: At tIle July 15, 2009, Board of County Commissioners meeting, the Board granted approval ancl authorized execution of United States Government Lease for Real Property, Lease Number GS,-04B-59817 between Monroe County and the United States of America for the Transportation Security Administration at the Key West International Airport. Enclosed is a duplicate original of the above-mentioned for your handling. Should you have any que:stions, please feel free to contact our office. cc: County Attorney wlo document FinaIlce File \I' u.s. GOVERNMENT LEASE FOR REAL PROPERTY (Short Farm) 1. LEASE NUMBER GS-04S-59817 PART I · SOUCITATION/DESCRlPTION OF REQUIREMENTS (To be completed by Government) A, REQUIREMENTS The Government of the United State. of America I, ...klng to lea.. approximately 500 rentable squire feet of space located In KeyWeet International Airport I for occupancy not later than June 1, 2009 . for a term of 10 years, 5 Y8srs firm. Rentable space must yield a minimum of 800 BOMA Usable square feel B. STANDARD CONDITIONS AND REQUIREMENTS The folCMtng standard conditions and requirements shall apply to any premises offered for lease to the UNITED STATES OF AMERICA (hereinafter called the GOVERNMENT): Space offered must be In a quaRly building of sound and substantfal construction. either a new. modern buldlng or one thal has undergone reslOraUcn or rehabilitation for the Intended use. The Lessor shall provide a valid Occupancy PermIt for the intended use of the Govemment and shall meet, maintain, and operate the building In confonnance 'NRh all applicable current (as of the date of this solicItation) codes and ordInances. If space Is offered In a blildlng to be constructed for lease to the Government. the building must be In complfance with the most recent edition of the building code, flre code. and ordtnances adopted by the )urisdlcOon In YlIIch the btifdtng is located. Offered space must meet or be upgraded to meet the applicable egress requirements 1n National Fire Protection Association (NFPA) Standard No. 101. Ufe Safety Code or equivalent prior to occupancy. Below-grade space to be occupled by l1e Government and all areas In 8 building referred to as lIflazanIous araas.'n NFPA Standard No. 101, must be protected by an automatIc sprlnkler sY5tem or an equivalent level of safety. Access to a mlnnnln of two remote exits shell be pro\llded on each floor of Government occupancy. Scissor slalrs will be counted 88 one stalJW8.Y: open-air exterior fire escapes wi not be counted as an approved exIt. If offered space is located S or mora floors above the 10000st level of fire department vehicle access, adcItfonal fire alarm system and automatic sprinkler syatem requIrements may apply. The BUlding and the leased space shall be accesslbre to VIOrkers with disabilities rn accordance wfth the Americans Wllh DIsabilities Act Accessibility Guldelnas (36 CFR Part 1191. App. A) and the Uniform Federal Aooessfbllty Standards (Federal Register vol. 49. No. 153. August 71 1984. reissued as FED. STD. 796, dated ApJtI1, 1988, and amended by Federal Property Management Regulations CFR 41. Subpart 101-19.6, Appendbc A, 54 FR 12628, h1arch 28, 1989), Where standards conflict. the more stringent shall apply. The leased space ."all be free of all asbestos c;ontalnlng materJals. except undamaged asbestos flooring In the space or undamaged boiler or pipe Insulation oufsfde the space, In which esse an asbestos management program conforming to EnvJronmental Protection Agency guidance shall be implemented.. The space shal be free of other hazardous materials according to applicable Federal, State. and local environmental regulalons. Services, utIJlles. and maintenance \\I) be provlded dailYl extending from 7 a.m. (0 5 p.m. except Saturday. Sunday. and Federal holidays. The Government shall have access to the leased space at al( times, Including the use of electrical services, toilets. lights. elevators, and Government office machiies without additional payment 2. SEfMCES ANt) UTILITIES (To be prcMded bV Lessor II part 01 rent) 6![ HEAT o B.ECTRrcrtY Ii1 POWER (~ Equip.] ~ WAlER(Cofd) 2J ELEVATORSERVJCe ~ IMl1AL & REPLACE"'ENT LAMPS. TUBES & BALlASTS DOrnER (Specify below) iii DilLED DRINKING WATER ~ AIR CONDITJONJ.lG riI TOILET SUPPLIES 3. ()"J'tER REQUIREMENTS Otrarors should also Include the following with their offers= The estinated cost 10 prepare the space for occupancy by the Government and the Offerots proposed amortization rate for tenant alteraUons. 3518A - SoIcltallon Provisions Attachment A - DeflnlUons 3517.. General Clauses Attachment 8 - Speclfica60ns for Building SheJl Emtblt A - Agency Spedflcations Attachment C - Standard Performance Specifications Exhibit B TSA Exhibit NOn:: All offers are Subject to the terms and condnlons outlined above, and elsewhere In this solicitation, Incrudlng the Government's General ClauH8 and Representations and Certifications. -I. BASIS OF AWAPD ~ THE ACCEPTABlE OFFER Wf11i THE LOWEST PRICE PER SQUARE FOOT. ACCORDING TO THE ANSIJSOUA Z65.1-1991i- DEFtNmON FOR BOMA USABLE OFACE AREA. WHtCH NEANS -rHE AREA Wttf:RE A TENANT NORMALLY HOUSes PERSONNEL AND/OR FURN1TURE. FOR WHICH A MEASUREMENT IS TO m= COMPUTED.- o OFFER UOST ADVANTAGEOUS TO THE GO\IERNN~NT. WITH THE FOllOWING evALUATION FACTORS BaNG [] seGNFICAHTl V MORE IMPORTANTTIiAN PRICE CJ APPROXN6.TEl V EQUAl TO PRiCe [J SIGNIFICANTLY LESS IA.{P()RTANTTHAN PRICE: (Usted In deseendlng Older. ulieu Slaled otherwise): GENERAL SERVICES ADMINISTRATION Page 1 of.2 GSA Fonn 3626 (Rev. 10-98) PrescrI)e(J by APO 28m.12A FILED FOR RECORD 2IlA1Jr. -~ AM'~ 28 PART II · OFFER (To be completed by Offeror/Owner) A LOCATION AND DESCRIPTION OF PREMISES OFFERED fOR LEASE BY GcfY~l 5. NAME AND ADDRESS OF BULDlNG (/nrJuf* ZIP CtxI,) U Key West I nlernational Airport 3491 S. Roosevelt Blvd. Key West. FL 33040 8. RENTABLE SF: Block A & B - 500 Block C - 700 Suite Number: c. COWAON AREA fACTOR: o OTHER (Sp~) 1.0 cI. TYPE ~ GENERAL OFFlCE o WAReHOUSE B. TERM To have and to hold Blocks A &; B. for the term commencing on or about. July 1, 2009 and contlnuJng through June 30. 2019 Inclusive. lhe Government may terminate this lease, In whole or in part. at any time, by giving at least 60 days notice in writing to the Lessor. No rental shall accrue after the effacllve data of lermlnallon. Said noUce shall be computed commencing with the day after the data of majJ[ng. Lease commencement data 15 subject to completion of desired tenant Improvements and acceptance by the Contrac~ng Oftlcer~ Block C. the currently occupied and leased SpaC81 Is accepted July 1. 2009 without tenant Improvements and may be lannlnated at any Ume. C. RENTAL Rent shall be payable In arrears and wll be due on the nrst workday or each month. When the date for commencement of the lease falls after the 15th day of the month, the initial rental pa~en( shaU be due on the first \VDrkday of the second month foOowlng the commencement date. Renl for a period of less than a month shal be prorated. 7. AMOUNT OF ANNUAl RENT Block A 4<<10 sq ft. $22.000.00 Brock B 100sq Ii $3.344.00 Block C 700sq ft $23,408.00 ~..I rate subjed II) CPI-U escalallona 9. MAKE CHECKS PAYABLE TO (NamIJ 8nd address) Airport Operatfon and Mailltenance KWJA 3491 S.. Roosevelt Blvd Key West, FL 33040 rv1()~ E C, outJN,-,r A~TI,? NoE,".' . b.', , PR ED A .' 1d1. M. 4 VI ~\.,(_(/~ _ 1M . '~..A'~" 'rM,.,_ , /.\1 c: ~ "'r ~'~, : , . .-- PEDRO:~~I~~:~'..' j >:::m' I, ASSISTANT Cj~~)'\'; ( ll...>RNG-7/'1:. J, r- Date _-'~,~.___^n_~~_'" ' /.': \:/ (~'\ 8. RATE PER MONTH RATE PER RSF: BLOCK A &8 12,112.00 BLOCK C $1 950.88 f08. HAlE AND AODRESf; OF OWNER (fndc1llD ZiP code. lf~rJ by the Govemme..rt and /he owner is a parlnsrs/1tJ Of Joint wnturo, IJ8t aN GGn8fBl Partners, using a Sfl(Jaraleshset, if IllaJlSBl)'.J Monroe COunty Kay West International Airport 3491 S. Roosevelt Blvd Key West, FL 33040 11. TYPE OF INTEREST IN PROPERTY OF PERSON SIGNING m OWNER 0 AUTHORllEDAGENT 13. TITlE OF PERSON SIGNING Mayor/Chairman Monroe County BOCC 16. OFFER REMAINS OPEN UNTIL 4:30 P.M. o OTHER (SpecifyJ DATE July 15, 2009 III .. AWARD (To be completed by Government) Your offer Is hereby accepted. This award consummates the lease which consists of the following documents: (8) Ihls GSA Form., 3626. (b) Representations and CertIfIcations, (e) the Government's Geneml Clauses, and Cd) the folJowJng changes or additions made or agreed to ~ yqu: *Rent 1& subject to adjU6tment after Ile first 12 months and annually theraafter; In accordance with the percentage change in the Consumer Price Index for aI urban consumers (CPI-U) for the most recent 12 months available or in accordance with the Airporfs standard rates and charges as revised annually, whichever Is greater. 3518A - SoIlclfaUon Provrslons Attachment A - Deflnltfons 3617- General Clauses Attachment B - SpecIfications for Building Shell Exhibit A - Agency Specifications Attachment C - Standard Perfonnance Specifications Exhibit B TSA Exhibit THIS DOCUMENT IS NOT BINDING ON THE GOVERNMENT OF THE UNITED STATES OF AMERICA UNLESS SIGNED BELOW BY AUTHORIZED CONTRACTING OFFICER. . {OateJ '78. N.wE OF CONTRACTING OFFICER (T)f>> (J(' AiII) -:Jet GENERAL SERVICES ADMINISTRATION Page2d2 GSA Form 3626 (Rev. 10-96) P,8SCIIbed by APO 2800.12A j GENERAL CLAUSES (Simplified Leases) (AcquIsition of Leasehold Interests In Real Property for Leases Up to $100,000 Net Annual Rent) FULL TEXT OF CLAUSES 1. The Government reserves the right, at any time after the lease is signed and during the term of the leaset to inspect the leased prem ises and aU other areas of the building to which access is necessary to ensure a safe and health work environment for the Government tenants and the Lessors performance under this lease. 2. If the building is partially or totally destroyed or damaged by fire or other casualty so that the leased space is untenantable as determined by the Government, the Government may terminate the [ease upon 15 calendar days written notice to the Lessor and no further rental will be due. 3. The Lessor shall maintain the demised premises, including the building, building systems. and all equipment, fixtures, and appurtenances furnished by the Lessor under this lease. in good repair and tenantable condition. Upon request of the Contracting Officer, the Lessor shall provide written documentation that building systems have been maintained, tested. and are operationar. 4. In the event the Lessor faUs to perform any service, to provide any item, or meet any requirement of this lease. the Government may perform the service, provide the item, or meet the requirement, either directly or through a contract The Government may deduct any costs incurred for the service or item, including administrative costs, from rental payments. 5. 552.203-5 COVENANT AGAINST CONTINGENT FEES (~EB 1990) (Applicable to leases over $100,000.) (a) The Contractor warrants that no person or agency has been employed or retained to soricit or obtain this contract upon an agreement or understanding for a contingent fee, except a bona fide employee or agency. For breach or violation of this warranty, the Government shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price consideration) or otherwise recover the fuB amount of the contingent fee. "Bona fide agency/' as used in this clause, means an established commercial or selling agency (including licensed real estate agents or brokers)) maintained by a Contractor for the purpose of securing business, that neither exerts nor proposes to exert im proper influence to solicit or obtain Government contracts nor holds out as being able to obtain any Government contract or contracts through improper influence. tlBona fide employee" as used in this clause, means a person, employed by a Contractor and subject to the Contractor's supervision and control as to time, place, and manner of performance) who neither exerts nor proposes to exert improper influence to solicit or obtain Government contract or contracts through improper influence. "Contingent fee'J as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract. "Improper influence/I as used in this clause. means any influence that induces or tends to induce a Government employee or officer to give consideration or to act regarding a Government contract on any basis other than the merits of the matter. (b) 6. 552.203-70 PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1999) (Applicable to leases over $100,000.) (a) If the head of the contractin9 activity {HCA} or his or her designee determines that there was a violation of subsection 27(a) of the Office of Federal Procurement Policy Act, as amended (41 U.S.C. 423), as implemented in the Federal Acquisition Regulation, the Government, at its election, may: INITIALS: /~/ & ~ "LESSOR G~ENT. GSA FORM 3517C PAGE 1 (REV 7/05) (b) (1) Reduce the monthly rental under this Jease by 5 percent of the amount of the rental for each month of the remaining term of the lease, including any option periods. and recover 5 percent of the rental already paid; (2) Reduce payments for alterations not included in monthly rental payments by 5 percent of the amou nt of the alterations agreement; or (3) Reduce the payments for violations by a Lessor's subcontractor by an amount not to exceed the amount of profit or fee reflected in the subcontract at the time the subcontract was placed. Prior to making a determination as set forth above, the HCA or designee shall provide to the Lessor a written notice of the action being considered and the basis therefor. The Lessor shall have a period determined by the agency head or designee, but not less than 30 calendar days after receipt of such notice, to subm it in person. in writing, or through a representative. information and argument in opposition to the proposed reduction. The agency head or designee maYJ upon good cause shown, determine to deduct less than the above amounts from payments. The rights and remedies of the Government specified herein are not exclusive, and are in addition to any other rights and remedies provided by law or under this lease. (c) 7. 52.204..7 CENTRAL CONTRACTOR REGISTRATION (OCT 2003) (VARIATION) (a) Definitions. As used in this clause- "Central Contractor Registration (CCR) database" means the primary Government repository for Contractor information required for the conduct of business with the Government. "Data Universal Numbering System (DUNS) number" means the 9-digit number assigned by Dun and Bradstreet. Inc. (D&8) to identify unique business entities. "Data Universal Numbering System +4 (DUNS+4) number" means the DUNS number assigned by D&B plus a 4-character suffix that may be assigned by a business concern. (D&B has no affiliation with this 4-character suffix.) This 4-character suffix may be assigned at the discretion of the busjness concern to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts for the same parent concern. "Offeror'1 means the owner of the property offered. not an individual or agent representing the owner. ORegistered jn the CCR databaseIJ means that- (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database; and (2) The Government has validated all mandatory data fields and has marked the record " Active. Jt (1 ) By submission of an offerJ the offeror acknowledges the requirement that a prospective awardee must be registered with D&B and in the CCR database prior to award, during performance, and through final payment of any contract resulting from this solicitation. (2) The offeror shall enter in the appropriate block. on the GSA Form 3518. entitled Representations and CertificationsJ the legal entity's name and address, followed by the DUNS or DUNS +4 number that identifies the offerorls name and address exactly as stated in the offer. The DUNS number will be used by the Contracting Officer to verify that the offeror is registered in the CCR database. (c) If the offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one. (b) (1) An offeror may obtain a DUNS number- (i) If located within the United States, by calling Dun and Bradstreet at 1-866-705- 5711 or via the Internet at htto://www.dnb.com: or INITIALS: .J:1GAl LESSOR GSA FORM 3517C PAGE 2 (REV 7/05) (d) (ii) If located outside the United States. by contacting the locaJ Dun and Bradstreet office. (2) The offeror should be prepared to provide the following information: (i) Com pany legal business. (ii) TradestyleJ doing business, or other name by which your entity is commonly recognized. (iii) Company Physical Street Address. City, State. and ZIP Code. (iv~ Company Mailing Address, City, State and ZIP Code (if separate from physical). (v Company Telephone Number. {VI Date the company was started. Number of employees at your location. (~i! Chief executive officer/key manager. (ix Line of business (industry). (x Company Headquarters name and address (reporting relationship within your entity). If the Offeror does not become registered in the CCR database in the time prescribed by the Contracting Officer, the Contracting Officer will proceed to award to the next otherwise successful registered Offeror. Processing time. which normally takes 48 hours. should be taken into consideration when registering. Offerors who are not registered should consider applying for registration immediately upon receipt of this solicitation. The Contractor is responsible for the accuracy and completeness of the data within the CCR database. and for any liability resulting trom the Government's reliance on inaccurate or incomplete data. To remain registered in the CCR database after the 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 CCR database to ensure it is current, accurate and complete. Updating information in the CCR does not alter the terms and conditions of this contract and is not a substitute for a properry executed contractual document. (e) (f) (g) (1 ) (i) If 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, the Contractor shall comply with the requirements of Subpart 42.12 of the Federal Acquisition Regulations (FAR) and provide the responsible Contracting Officer a fully revised and initialed/signed GSA Form 3518 entitled Representations and Certifications along with written notification of its intention to (A) change the name in the CCR database; and (B) provide the Contracting Officer with sufficient documentation to verify and confirm the legally changed name or change in ownership. (ii) If the Contractor fails to comply with the requirements of paragraph (9)(1 )(1) of this clause, or fails to perform the agreement at paragraph (g)(1)(i)(C) ot this clause. and, in the absence of a properly executed novation or change-at-name agreement. the CCR information that shows the Contractor to be other than the Contractor indicated in the contract wiJl be considered to be incorrect information within the meaning of the "Suspension of Payment" paragraph of the electronic funds transfer (EFT) clause of this contract. (2) The Contractor shall not change the name or address for EFT payments or manual payments, as appropriate, in the CCR record to reflect an assignee for the purpose of assignment of claims. Assignees shall be separately registered in the CCR database. Information provided to the Contractor's CCR record that indicates payments. including those made by EFT, to an ultimate recipient other than that Contractor will be considered to be incorrect information. (h) Offerors and Contractors may obtain information on registration and annual confirmation requirements via the internet at htto:/IV1WW.ccr. aov or by calling 1-888-227-2423, or 269-961-5757. 8. 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED1 OR PROPOSED FOR DEBARMENT (JUL 1995) (Applicable to leases over $25,000.) INITIALS: .Jd.e J LESSOR &GO~ GSA FORM 3517C PAGE 3 (REV 7/05) (a) The Govemment suspends or debars Contractors to protect the Government's interest. Contractors shan not enter into any subcontract in excess of the small purchase limitation at FAR 13.000 with a Contractor that has been debarred, suspended. or proposed for debarment unless there is a compelling reason to do so. The Contractor shall require each proposed first-tier subcontractor whose subcontract will exceed the small purchase limitation as FAR 13.000. to disclose to the Contractor. in writing, whether as of the time of award of the subcontract, the subcontractor, or its principals, is or is not debarred, suspendedJ or proposed for debarment by the Federal Government. A corporate officer or designee of the Contractor shall notify the Contracting Officer, in writing, before entering into a subcontract with a party that is debarred. suspended or proposed for debarment (See FAR 9.404 for information on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs). The notice must include the following: (b) (c) (1) The name of the subcontractor, (2) The Contractor's knowledge of the reasons for the subcontractor being on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs; (3) The compelling reason(s) for doing business with the subcontractor notwithstanding its inclusion on the List of parties Excluded from FederaJ Procurement and Nonprocurement Programs; (4) The systems and procedures the Contractor has established to ensure that it is fully protecting the Government's interest when dealing with such subcontractor in view of the specific basis for the part's debarment. suspension, or proposed debarment. 9. 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JAN 2002) (Applicable to leases over $500,000.) (a) This clause does not apply to small business concerns. (b) Definitions. As used in this clause- "Commercial item" means a product or service that satisfies the definition of com mercial item in section 2.101 of the Federal Acquisition Reguration. "Commercial plan" means a subcontracting plan (including goals) that covers the Offeror's fiscal year and that appries to the entire production of commercial items sold by either the entire company or a portion thereof (e.g., division, plant, or product line). "Individual contract planl' means a subcontracting plan that covers the entire contract period (including option periods). applies to a specific contract, and has goals that are based on the Offeror's planned subcontracting in support of the specific contract, except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract. "Master planu means a subcontracting plan that contains aU the required elements of an individual contract planJ except goals, and may be incorporated into individual contract prans, provided the master plan has been approved. nSubcontracel means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime Contractor or subcontractor calling for supplies or services required for perfonnance of the contract or subcontract. (e) The Offeror. upon request by the Contracting Officer. shall submit and negotiate a SUbcontracting plan, where applicableJ that separately addresses subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small businessJ HUBZone small business concerns, small disadvantaged business. and women-owned small business concerns. If the Offeror is submitting an individual contract plan. the plan must separately address subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small business. HU8Zone small business. small disadvantaged business, and women-owned small business concerns. with a separate part INITIALS: I1IfIr J L6 SOR &GO~ GSA FORM 3517C PAGE 4 (REV 7/05) for the basic contract and separate parts for each option (if any). The plan shall be included in and made a part of the resultant contract. The subcontracting plan shall be negotiated withjn the time specified by the Contracting Officer. Failure to submit and negotiate the su bcontracting plan shall make the Offeror ineligible for award of a contract. (d) The Offeror-s subcontracting plan shall include the following: (1) Goals, expressed in terms of percentages of total planned subcontracting dollars, for the use of smarl business, veteran-owned small business, service-disabled veteran-owned small business. HUBZone small business, small disadvantaged business, and women- owned small business concerns as subcontractors. The Offeror shall include all subcontracts that contribute to contract performance, and may include a proportionate share of products and services that are normally allocated as indirect costs. (2) A statement 01- (i) T atal dollars planned to be subcontracted for an individual contract plan; or the Offeror's total projected sales, expressed in dollars, and the total value of projected subcontracts to support the sales for a commercial plan; (ii) Total dollars planned to be subcontracted to small business concerns; (iii) Total dollars planned to be subcontracted to veteran-owned small business concerns; (iv) Total dollars planned to be subcontracted to service-disabled veteran-owned small business; (v) Total dollars pJanned to be subcontracted to HUBZone small business concerns; (vi) Total dollars planned to be subcontracted to small disadvantaged business concerns; and (vii) Total dollars planned to be subcontracted to women-owned small business concerns. (3) A description of the principal types of supplies and services to be subcontracted. and an identification of the types planned for subcontracting to- {i) Small business concerns; (lil Veteran-owned small business concerns; (iii Service-disabled veteran-owned small business concems; (iv HUBZone small business concerns; (v Small disadvantaged business concerns; and (vi) Women-owned small business concerns. (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause. (5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists, the Procurement Marketing and Access Network (PRO-Net) of the Small Business Administration (S BA) , veterans service organizations, the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority Business Development Agency in the Department of Commerce. or small, HUBZone. small disadvantaged, and women-owned small business trade associations). A firm may rely on the information contained in PRO-Net as an accurate representation of a concern's size and ownership characteristics for the purposes of maintaining a small, veteran-owned smaJl, service-disabled veteran..owned small. HU8Zone small. small disadvantaged, and women-owned small business source list. Use of PRO-Net as its source list does not relieve a firm of its responsibilities (e.g., outreach, assistancel counseling, or pubUcizing subcontracting opportunities) in this clause. (6) A statement as to whether or not the Offeror induded indirect costs in establishing subcontracting goals, and a description of the method used to determine the proportionate share of indirect costs to be incurred with- (i) Small business concerns; (ii~ Veteran-owned small business concerns; (Iii Service-disabled veteran-owned smalf business concerns; (iv HUBZone small business concerns; (v) Small disadvantaged business concerns; and (vi) Women-owned small business concerns. INITIALS: ...J:iJf:Ai lESSOR &~ GO\/: N ENT GSA FORM 3517C PAGE 5 (REV 7/05) (7) The name of the individual employed by the Offeror who will administer the Offeror's subcontracting program, and a description of the duties of the individual. (8) A description of the efforts the Offeror will make to assure that small business) veteran- owned small business, service-disabled veteran-owned small business) HUBZone small business. small disadvantaged business, and women-owned small business concerns have an equitable opportunity to compete for subcontracts. (9) Assurances that the Offeror will include the clause of this contract entitled "Utilization of Small Business Concerns.. in all subcontracts that offer further subcontracting opportunities, and that the Offeror will require all subcontractors (except small business concerns) that receive subcontracts in excess of $500,000 ($1,000,000 for construction of any pubHc facility) to adopt a subcontracting plan that complies with the requirements of this clause. (10) Assurances that the Offeror will- (i) Cooperate in any studies or surveys as may be required; (n) Submit periodic reports so that the Government can determine the extent of compliance by the Offeror with the subcontracting plan; (iii) Submit Standard Form (SF) 294, Subcontracting Report for Individual Contracts, and/or SF 295, Summary Subcontract Report, in accordance with paragraph 0) of this clause. The reports shall provide information on subcontract awards to small business concerns. veteran-owned small business concerns. service-disabled veteran..owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, women-owned small business concerns, and Historically Black Colleges and Universities and Minority Institutions. Reporting shall be in accordance with the instructions on the forms or as provided in agency regulations. (iv) Ensure that its subcontractors agree to submit SF 294 and SF 295. (11) A description of the types of records that will be maintained concerning procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of the Offerors efforts to locate small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business. small disadvantaged business, and women-owned small business concerns and award subcontracts to them.. The records shall include at least the followrng (on a plant-wide or company-wide basis, unless otherwise indicated): (i) Source lists (e.g., PRO-Net), guides, and other data that identify small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business. smarJ disadvantaged business, and women-owned small business concerns. (ii) Organizations contacted in an attempt to locate sources that are small business. veteran-owned small business. service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, or women-owned small business concerns. (iii) Records on each subcontract solicitation resulting in an award of more than $100,000, indicating- ~~~ (C) (D) (E) (F) {G} Whether small business concerns were solicited and, if not, why not: Whether veteran-owned small business concerns were solicited and, if not, why not; Whether service-disabled veteran-owned small business concerns were solicited and, if not, why not; Whether HUBZone smaIJ business concerns were solicited and, if not, why not; Whether small disadvantaged business concerns were solicited and, if not, why not; Whether women-owned small business concerns were solicited and, if not. why not; and If applicable. the reason award was not made to a small business concern. (Iv) Records of any outreach efforts to contact- (A) Trade associations; (B) Business development organizations; ~- & GO~NT GSA FORM 3517C PAGE 6 (REV 7/05) (C) (D) Conferences and trade fairs to focate small, HUBZone small, small disadvantaged. and women-owned small business sources; and Veterans service organizations. (e) (v) Records of internal guidance and encouragement provided to buyers through- (A) Workshops. seminars. training, etc.; and (B) Monitoring performance to evaluate compliance with the program's requirements. (vi) On a contract-by-contract basis, records to support award data submitted by the Offeror to the Government. including the name, address, and business size of each subcontractor. Contractors having commercial plans need not comply with this requirem ent. In order to effectively implement this plan to the extent consistent with efficient contract performance, the Contractor shall perform the following functions: (1) Assist small business. veteran-owned small business, service-disabled veteran-owned smalJ business, HUBZone small business. small disadvantaged business. and women- owned small business concerns by arranging solicitations, time for the preparation of bids, quantities. specifications, and delivery schedules so as to facilitate the participation by such concerns. Where the Contractor's lists of potential small business, veteran- owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business. and women-owned small business subcontractors are excessively (ong, reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time. (2) Provide adequate and timely consideration of the potentialities of small business, veteran-owned small business, service-disabled veteran-owned small business. HUBZone small business. small disadvantaged business, and women-owned small business concerns in all "make-or-buy" decisions. (3) Counsel and discuss subcontracting opportunities with representatives of small business, veteran-owned small business. service-disabled veteran-owned small business, HU8Zone small business. small disadvantaged business, and women-owned small business firms. (4) Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small, veteran-owned small business, HUBZone small. small disadvantaged, or women-owned small business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the Contractor's subcontracting plan. A master plan on a plant or division-wide basis that contains all the elements required by paragraph (d) of this clause. except goars, may be incorporated by reference as a part of the subcontracting plan required of the Offeror by this clause; provided- (1) The master plan has been approved: (2) The Offeror ensures that the master plan is updated as necessary and provides copies of the approved master plan, including evidence of its approval. to the Contracting Officer; and (3) Goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan. (9) A commercial plan is the preferred type of subcontracting plan for contractors furnishing commercial items. The commercial plan shall relate to the Offeror's planned subcontracting generally, for both commercial and Government business. rather than solely to the Government contract. Commercial plans are also preferred for subcontractors that provide commercial items under a prime contract, whether or not the prime contractor Is supplying a commercial item. (f) (h) Prior compliance of the Offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determ ining the responsibility of the Offeror for award of the contract. GSA FORM 3517C PAGE 7 (REV 7/05) (i) The failure of the Contractor or subcontractor to comply in good faith with- (1) The clause of this contract entitled "Utilization Of Small Business Concems"; or (2) An approved plan required by this clause, shall be a material breach of the contract. u) The Contractor shall submit the following reports: (1) Standard Form 294, Subcontracting Reporl for Individual Contracts. This report shall be submitted to the Contracting Officer semiannually and at contract completion. The report covers subcontract award data related to this contract. This report is not required for commercial plans. (2) Standard Form 295, Summary Subcontract Report. This report encompasses all of the contracts with the awarding agency. It must be submitted semi-annually for contracts with the Department of Defense and annually for contracts with civilian agencies. If the reporting activity is covered by a commercial plan, the reporting activity must report annually all subcontract awards under that plan. AU reports submitted at the close of each fiscal year (both individual and commercial plans) shaH include a breakout. in the Contractor's format, of subcontract awards, in whole dollars, to small disadvantaged business concerns by North American Industry Classification System (NAICS) Industry Subsector. For a commercial plan, the Contractor may obtain from each of its subcontractors a predominant NAICS Industry Subsector and report all awards to that subcontractor under its predominant NAICS Industry Subsector. 10. 52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999) (Applicable to leases over $500.000.) (a) "Failure to make a good faith effort to com ply with the subcontracting plan." as used in this clause, means a willful or intentionar failure to perform in accordance with the requirements of the subcontracting plan approved under the clause in this contract entitled "Small Business Subcontracting Plan," or willful or intentional action to frustrate the plan. Performance shall be measured by applying the percentage goals to the total actual subcontracting dollars Of, if a commercial plan is involved, to the pro rata share of actual subcontracting dollars attributable to Government contracts covered by the commercial plan. If, at contract com pletion or, in the case of a com mercial plan, at the close of the fiscal year for which the plan is applicable. the Contractor has failed to meet its subcontracting goals and the Contracting Officer decides in accordance with paragraph (c) of this clause that the Contractor failed to make a good faith effort to comply with its subcontracting plan. established in accordance with the clause in this contract entitled "Small Business Subcontracting Plan,'l the Contractor shall pay the Government liquidated damages in an amount stated. The amount of probable damages attributable to the Contractorls failure to comply shall be an amount equal to the actual dollar amount by which the Contractor failed to achieve each subcontract goal. Before the Contracting Officer makes a final decision that the Contractor has failed to make such good faith effort, the Contracting Officer shall give the Contractor written notice specifying the failure and permitting the Contractor to demonstrate what good faith efforts have been made and to discuss the matter. FaHure to respond to the notice may be taken as an admission that no valid explanation exists. If, after consideration of all the pertinent data, the Contracting Officer finds that the Contractor failed to make a good faith effort to comply with the subcontracting plan, the Contracting Officer shall issue a final decision to that effect and require that the Contractor pay the Government liquidated damages as provided in paragraph (b) of this clause. With respect to commercial plans, the Contracting Officer who approved the plan will perform the functions of the Contracting Officer under this clause on behalf of all agencies that awarded contracts covered by the commercial pran. The Contractor shall have the right of appeal. under the clause in this contract entitled Disputes, from any final decision of the Contracting Officer. Liquidated damages shall be in addition to any other remedies that the Government may have. (b) (c) (d) (e) (f) INITIALS: ~ IZl/ LESSOR & GOV~- GSA FORM 3517C PAGE 8 (REV 7/05) 11. 552.219-72 PREPARATION, SUBMISSIONJ AND NEGOTIATION OF SUBCONTRACTING PLANS (SEP 1999) (Applicabre to leases over $500.000 if solicitation requires submission of the subcontracting plan with initial offers.) (a) An Offeror. other than a small business concern, submitting an offer that exceeds $500,000 $1.000.000 for construction) shall submit a subcontracting plan with its initial offer. The subcontracting plan will be negotiated concurrently with price and any required technical and management proposals, unless the Offeror submits a previously-approved commercial products plan. Maximum practicable utiJization of smallJ HUBZone small. small disadvantaged. and women- owned small business concerns as subcontractors Is a matter of national interest with both social and economic benefits. The General Services Administration (GSA) expects that an Offeror-s subcontracting plan will reflect a commitment to assuring that small, HUBZone small. small disadvantaged. and women-owned small business concerns are provided the maximum practicable opportunity. consistent with efficient contract performance, to participate as subcontractors in the performance of the resulting contract. An Offeror submitting a commercial products plan can reflect this commitment through subcontracting opportunities it provides that relate to the Offeror's production generalJy; Le., for both its commerciar and Government business. (b) (e) GSA believes that this potential contract provides significant opportunities for the use of small, HUBZone small. small disadvantaged, and women-owned small business concerns as subcontractors. Consequently, in addressing the eleven elements described at FAR 52.219-9(d) of the clause in this contract entitled Small Business Subcontracting Plan, the Offeror shall: (1) Demonstrate that its subcontracting plan represents a creative and innovative program for involving small. HUBZone small, small disadvantaged, and women-owned small business concerns in performing the contract. (2) Include a description of the Offero(s subcontracting strategies used in any previous contracts, significant achievements. and how this plan will build upon those earlier achievements . (d) (3) Demonstrate through its plan that it understands the small business subcontracting program's objectives and GSA's expectations. and it is committed to taking those actions necessary to meet these goals or objectives. In determining the acceptability of any subcontracting plan, the Contracting Officer will take each of the following actions: (1 ) Review the plan to verify that the Offeror demonstrates an understanding of the small business subcontracting program.s objectives and GSAIS expectations with respect to the program and has included all the information, goals, and assurances required by FAR 52.219-9. (2) Consider previous goals and achievements of contractors in the same industry. (3) Consider information and potentiaf sources obtained from agencies administering national and local preference programs and other advocacy groups in evaluating whether the goals stated in the plan adequately reflect the anticipated potential for subcontracting to small, HUBZone small, small disadvantaged, and women-owned small business concerns. ( 4) Review the Offeror's description of its strategies. historical performance and significant achievements in placing subcontracts for the same or similar products or services with small. HUBZone small, small disadvantaged! and women-owned small business concerns. The Offeror's description can apply to commerciar as well as previous Government contracts. (e) Failure to submit an acceptabre subcontracting plan and/or correct deficiencies in a plan within the time specified by the Contracting Officer shall make the Offeror ineligible for award. INITIALS: rJJRJ LESSOR GSA FORM 3517C PAGE 9 (REV 7/05) 12. 552&219-73 GOALS FOR SUBCONTRACTING PLAN (SEP 1999) (Applicable to leases over $500,000 if solicitation does not require submission of the subcontracting plan with initial offers.) (a) Maximum practicable utilization of small, HUBZone small, small disadvantaged, and women- owned small business concerns as subcontractors is a matter of national interest with both social and econom fc benefits. (b) (1) The General Services Administration's (GSA's) commitment to ensuring that maximum practicable opportunity is provided to small, HUBZone small, small disadvantaged, and women-owned small business concerns to participate as subcontractors in the performance of this contract, consistent with its efficient performance, must be reflected in the Offeror's SUbcontracting plan submitted pursuant to the clause of this contract at FAR 52.219-9, Small Business Subcontracting Plan. (2) In addressing the eleven elements described at FAR 52.219-9(d), the Offeror shall demonstrate that its SUbcontracting plan represents a creative and innovative program for involving small, HUBZone small. small disadvantaged, and women-owned small business concerns in performing this contract. An Offeror submitting a commercial products plan can demonstrate its commitment in providing maximum practicable opportunities through subcontracting opportunities it provides to small. HUBZone small, small disadvantaged, and women-owned small business concerns that relate to the Offeror's production generally; Le., for both its commercial and Government business. (3) The subcontracting plan shall include a description of the Offeror's subcontracting strategies used in previous contracts and sfgnificant achjevements, with an explanation of how this plan will build upon those earlier achievements. Additionally, the Offeror shall demonstrate through its plan that it understands the small business subcontracting program's objectives, GSA's expectations, and is committed to taking those actions necessary to meet these goals or objectives. GSA believes that this contract provides significant opportunities for the use of smaJl, HUBZone small, small disadvantagedl and women-owned small business concerns as subcontractors. Accordingly, it is anticipated that an acceptable subcontracting plan will contain at least the following goals: Small Business HUBZone Small Business Small Disadvantaged Business Women-Owned Small Business x X X X percent percent percent percent NOTE: Target goals are expressed as a percentage of planned subcontracting dollars. (c) In determining the acceptability of any subcontracting plan, the Contracting Officer will- (1) Review the plan to verify that the Offeror has demonstrated an understanding of the small business subcontracting programrs objectives and GSA's expectations with respect to the programs and has incruded al[ the information, goals, and assurances required by FAR 52.219-9; (2) Consider previous goals and achievements of contractors in the same industry; (3) Consider information and potential sources obtained from agencies administering national and local preference programs and other advocacy groups in evaluating whether the goals stated in the pran adequately reflect the anticipated potential for subcontracting to small, HUBZone small. small disadvantaged, and women-owned small business concerns; and (4) Review the Offeror's description of its strategies, historical performance and significant achievements in placing subcontracts for the same or similar products or services with small, HUBZone small, small disadvantaged) and women-owned small business concerns. The Offeror's description can apply to commercial as well as previous Government contracts~ INITIALS: L & GOa- GSA FORM 3517C PAGE 10 (REV 7/05) (d) Failure to submit an acceptable subcontracting plan and/or correct deficiencies in a plan within the time specified by the Contracting Officer shall make the Offeror ineligible for award. 13. 52.222-26 EQUAl OPPORTUNITY (APR 2002) (Applicable to leases over $10.000.) (a) Definition. .United States,'f as used in this clause, means the 50 States, the District of Columbia. Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Waka Island. If. during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with paragraphs (b)(1) through (b)(11) of this clause, except for work performed outside the United States by employees who were not recruited within the United States& Upon request. the Contractor shall provide inform ation necessary to determ fne the applicability of this clause. (b) (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion. sex, or national origin. HoweverJ it shan not be a violation of this clause for the Contractor to extend a publicly announced preference in employment to Indians living on or near an Indian reservation. in connection with employment opportunities on or near an Indian reservation, as permitted by 41 CFR60-1.5. (2) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shari include, but not be limited to- (i) Employment; (iil Upgrading; (iii Demotion; {iv Transfer; (v Recruitment or recruitment advertisjng; (vi Layoff or termination; (vii) Rates of payor other forms of compensation; and (viii) Selection for training, induding apprenticeship. (3) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause. (4) The Contractor shallJ in an solicitations or advertisements for employees placed by or on behalf of the Contractor. state that all qualified applicants will receive consideration for employment without regard to race, color. religion. sex, or national origin. (S) The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers' representative of the Contractor's commitments under this clauseJ and post copies of the notice in conspicuous places available to employees and applicants for employment. (6) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations. and orders of the Secretary of Labor. (7) The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amendedJ and by the rules. regulations. and orders of the Secretary of Labor. The Contractor shari also file Standard Form 100 (EEO-1). or any successor form, as prescribed in 41 CFR part 60-1. Unless the Contractor has filed within the 12 months preceding the date of contract awardJ the Contractor shall. within 30 days after contract award, apply to either the regional Office of Federal Contract Compliance Programs (OFCCP) or the local office of the Equal Employment Opportunity Commission for the necessary forms. INITIALS: sJ(A/ LESSOR & ~ GOVE NT GSA FORM 3517C PAGE 11 (REV 7/05) (8) The Contractor shall permit access to its premises, during normal business hours, by the contracting agency or the OFCCP for the purpose of conducting on-site compliance evaluations and complaint investigations. The Contractor shall permit the Government to inspect and copy any books, accounts, records (including computerized records), and other material that may be relevant to the matter under investigation and pertinent to compliance with Executive Order 11246, as amended, and rules and regulations that implement the Executive Order. (9) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled. terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246. as amended. In addition. sanctions may be imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended; in the rules, regulations, and orders of the Secretary of labor; or as otherwise provided by Jaw. (10) The Contractor shall include the terms and conditions of paragraphs (b)(1) through (11) of this clause in every subcontract or purchase order that is not exempted by the rules. regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. (c) (11) The Contractor shalf take such action with respect to any subcontract or purchase order as the Contracting Officer may djrect as a means of enforcing these terms and conditions, including sanctions for noncompliance, provided, that if the Contractor becomes involved in. or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. 14. 52.222-21 PROHIBITION OF SEGREGATED FACiliTIES (FEB 1999) (Applicable to leases over $10.000.) (a) "Segregated facilities, II as used in this clause. means any wafting rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas I time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas. transportation, and housing facilities provided for employees. that are segregated by explicit directive or are in fact segregated on the basis of racel color. religion. sex, or national origin because of written or oral policies or employee custom. The term does not include separate or single-user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained. The Contractor agrees that a breach of this clause is a violation of the Equal Opportunity clause in this contract. The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Opportunity clause of this contract. (b) (c) 15. 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (DEe 2001) (Applicable to leases over $10,000.) (a) Definitions. As used in this crause- nAil employment openings" means all positions except executive and top management, those positions that wiff be filled from within the Contractor's organization, and positions lasting 3 days or less. This term includes full-time employment, temporary employment of more than 3 days duration, and part-time employment. INrr~s: MaL & (tC/ LESSOR GOVE NT GSA FORM 3517C PAGE 12 (REV 7/05) "Executive and top management" means any employee- (1 ) Whose primary duty consists of the management of the enterprise in which the individual is employed or of a customarHy recognized department or subdivision thereof; (2) Who customarily and regularly directs the work of two or more other employees; (3) Who has the authority to hire or fire other employees or whose suggestions and recommendations as to the hiring or firing and as to the advancement and promotion or any other change of status of other em ployees will be given particular weight; (4) Who customarily and regularly exercises discretionary powers; and (5) Who does not devote more than 20 percent or, in the case of an employee of a retail or service establishment, who does not devote more than 40 percent of total hours of work in the work week to activities that are not directly and crosely related to the performance of the work described in paragraphs (1) through (4) of this definition. This paragraph (5) does not apply in the case of an employee who is in sole charge of an establishment or a physically separated branch establishment, or who owns at least a 20 percent interest in the enterprise in which the individual is employed. '.Other eligible veteran~' means any other veteran who served on active duty during a war or in a campaign or expedition for which a campaign badge has been authorized. "Positions that wirl be filled from within the Contractor1s organization" means em ployment openings for which the Contractor will give no consideration to persons outside the Contractorls organization (including any affiliates, subsidiaries, and parent companies) and includes any openings the Contractor proposes to fill from regularly established "recaU" lists. The exception does not apply to a particular opening once an employer decides to consider applicants outside of its organization. "Qualified special disabJed veteran" means a special disabled veteran who satisfies the requisite skill. experience, education. and other job-related requirements of the employment position such veteran holds or desires. and who. with or without reasonable accommodation, can perform the essential functions of such position. "Special disabled veteran" means- (1 ) A veteran who is entitled to com pensation (or who but for the receipt of military retired pay would be entitled to compensation) under laws administered by the Department of Veterans Affairs for a disability- (i) Rated at 30 percent or more; or (ii) Rated at 10 or 20 percent in the case of a veteran who has been determined under 38 U.S.C. 3106 to have a serious employment handicap (I.e., a significant impairment of the veteran's ability to prepare for, obtain, or retain employment consistent with the veteran1s abiUties. aptitudes~ and interests); or (2) A person who was discharged or released from active duty because of a service-connected disability. "Veteran of the Vietnam eralJ means a person who- (1) Served on active duty for a period of more than 180 days and was discharged or released from active duty with other than a dishonorable discharge, if any part of such active duty occurred- (i) In the Republic of Vietnam between February 28. 1961, and May 7 J 1975; or (ii) Between August 5, 1964, and May 7, 1975, in all other cases; or (2) Was discharged or released from active duty for a service-connected disability if any part of the active duty was performed- (i) In the Republic of Vietnam between February 28, 1961, and May 7, 1975; or (Ii) Between August 5, 1964. and May 7~ 1975, in all other cases. (b) General. (1) The Contractor shall not discriminate against the individual because the individual is a special disabled veteran, a veteran of the Vietnam era. or other eligible veteran. regarding any position for which the employee or applicant for employment is qualified. The Contractor shall take affirmative action to employ. advance in employment~ and INITIALS: tJfl J [ .SSOR &~ GOV ENT GSA FORM 3517C PAGE 13 (REV 7/05) otherwise treat qualified special disabled veterans. veterans of the Vietnam era, and other eligible veterans without discrimination based upon their disabiHty or veterans' status in aU employment practices such as- (i) Recru itment. advertising. and Job application proced ures; (ri) Hiring. upgradingJ promotion, award of tenure, demotion, transfer, layoff, termination, right of return from layoff and rehiring; ([ivii) Rate of payor any other form of compensation and changes in compensation; ( ) Job assignments. jOb classifications, organizational structures, position descriptions, lines of progression. and seniority lists; (v) Leaves of absence. sick leave. or any other leave: (vi) Fringe benefits avaiJable by virtue of employment. whether or not administered by the Contractor; (vii) Selection and financial support for training, including apprenticeship, and on-the- job training under 38 U.S.C. 3687J professional meetings, conferences, and other related activities, and selection for leaves of absence to pursue training; (viii) Activities sponsored by the Contractor including social or recreational programs; and (ix) Any other term. condition. or privilege of employment. (2) The Contractor shall comply with the rules, regulations. and relevant orders of the Secretary of Labor issued under the Vietnam Era Veterans' Readjustment Assistance Act of 1972 (the Act), as amended (38 U.S.C. 4211 and 4212). (c) Listing openings. (1) The Contractor shall immediately list all employment openings that exist at the time of the execution of thjs contract and those which occur during the performance of this contract. including those not generated by this contract, and including those occurring at an establishment of the Contractor other than the one where the contract is being performed, but excluding those of independently operated corporate affiliates. at an appropriate local public employment service office of the State wherein the opening occurs. Listing employment openings with the U.S. Department of Labor's America1s Job Bank shall satisfy the requirement to list jobs with the local employment service office. (2) The Contractor shall make the listing of employment openings with the loca) employment service office at least concurrently with using any other recruitment source or effort and shall involve the normal obligations of placing a bona fide job order. including accepting referrals of veterans and nonveterans. This listing of employment openings does not require hiring any particular job applicant or hiring from any particular group of job applicants and is not intended to relieve the Contractor from any requirements of Executive orders or regulations concerning nondiscrimination in employment. (3) Whenever the Contractor becomes contractually bound to the listing term s of this clause, it shall advise the State public employment agency in each State where it has establishments of the name and location of each hiring location in the State. As long as the Contractor is contractually bound to these terms and has so advised the State agency, it need not advise the State agency of subsequent contracts. The Contractor may advise the State agency when it is no longer bound by this contract clause. (d) Applicability. This clause does not apply to the listing of employment openings that occur and are filled outside the 50 States) the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana Islands. American SamoaJ Guam. the Virgin Islands of the United Statest and Wake Island. (e) Postings. (1) The Contractor shall post employment notices in conspicuous places that are available to employees and applicants for employment. (2) The employment notices shall- (i) State the rights of applicants and employees as well as the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified emproyees and applicants who are special disabled veterans, veterans of the Vietnam eraJ and other eligible veterans; and INITIALS: --------. &GO~ GSA FORM 3517C PAGE 14 (REV 7/05) (f) (ii) Be in a form prescribed by the Deputy Assistant Secretary for Federal Contract Compliance Programs, Department of Labor (Deputy Assistant Secretary of Labor), and provided by or through the Contracting Officer. (3) The Contractor shall ensure that applicants or employees who are special dIsabled veterans are informed of the contents of the notice (e.g., the Contractor may have the notice read to a vfsuaUy disabled veteran, or may lower the posted notice so that it can be read by a person in a wheelchair). (4) The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement, or other contract understanding, that the Contractor is bound by the terms of the Act and is committed to take affirmative action to employ. and advance in employment, qualified special disabled veterans, veterans of the Vietnam era, and other eligible veterans. Noncompliance. If the Contractor does not comply with the requirements of this clause. the Government may take appropriate actions under the rules, regulations. and relevant orders of the Secretary of Labor issued pursuant to the Act. Subcontracts. The Contractor shall insert the terms of this clause in all subcontracts or purchase orders of $25,000 or more unless exempted by rules. regurations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Deputy Assistant Secretary of labor to enforce the termsJ including action for noncompliance. (9) 16. 52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998) (Applicable to leases over $1 OJOOO.) (a) General. (1) Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate against any employee or appHcant because of physical or mental disability. The Contractor agrees to take affirmative action to employ. advance in employment and otherwise treat qualified individuals with disabilities without discrimination based upon their physical or mental disability in an employment practices such as- (i) RecruitmentJ advertising, and job application procedures; (ii) Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff, termination, right of return from layoff, and rehiring; <'Jivii) Rates of payor any other form of compensation and changes in compensation; f) Job assignments, jOb classifications, organizational structures, position descriptions, lines of progressionJ and seniority lists; (v) Leaves of absence. sick leave. or any other (eave~ (vi) Fringe benefits available by virtue of employment, whether or not administered by the Contractor; (vii) Selection and financial support for training, including apprenticeships, professional meetings. conferences, and other related activities. and selection for leaves of absence to pursue training (viii) Activities sponsored by the Contractor. including social or recreational programs; and (ix) Any other term, condition, or privilege of employment. (2) The Contractor agrees to comply with the rules, regurations, and relevant orders of the Secretary of Labor (Secretary) issued under the Rehabilitation Act of 1973 (29 use 793) (the Act), as amended. (b) Postings. (1) The Contractor agrees to post employment notices stating (i) the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified individuals with disabilities and (ii) the rights of applicants and employees. (2) These notices shan be posted in conspicuous places that are avaHable to employees and applicants for employment. The Contractor shari ensure that applicants and employees with disabilities are informed of the contents of the notice (e.g., the Contractor may have the notice read to a visually disabled individualt or may lower the posted notice so that it might be read by a person in a wheelchair). The notices shari be in a form prescribed by INITIALS: &~ GaVE .. T GSA FORM 3517C PAGE 15 (REV 7/05) (c) the Deputy Assistant Secretary for Federal Contract Compliance of the U.S. Department of labor (Deputy Assistant Secretary) and shall be provided by or through the Contracting Officer. (3) The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Section 503 of the Act and is committed to take affirmative action to employ, and advance in employment. qualified individuals with physical or mental disabilities. Noncompliance. If the Contractor does not comply with the requirements of this clause, appropriate actions may be taken under the rules. regulations. and relevant orders of the Secretary issued pursuant to the Act. Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $10,000 unless exempted by rules, regulations, or orders of the Secretary. The Contractor shari act as specified by the Director to enforce the terms, including action for noncompliance. (d) 17. 52.222..37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS (DEe 2001) (Applicable to leases over $10,000.) (a) Unless the Contractor is a State or local government agency, the Contractor shall report at least annually, as requ ired by the Secretary of Labor. on- (1) The number of special disabled veterans. the number of veterans of the Vietnam era, and other eligible veterans in the workforce of the Contractor by job category and hiring location; and (2) The totaJ number of new employees hired during the period covered by the report. and of the total. the number of special disabled veterans. the number of veterans of the Vietnam era, and the number of other eligible veterans; and (3) The maximum number and the minimum number of employees of the Contractor during the period covered by the report. The Contractor shall report the above items by completing the Form VETS-100. entitled "Federal Contractor Veterans' Employment Report (VETS-100 Report)." The Contractor shall submit VETS-100 Reports no later than September 30 of each year beginning September 30. 1988. The employment activity report required by paragraph (a}(2) of this clause shall reflect total hires during the most recent 12-month period as of tne ending date selected for the employment profile report required by paragraph (a)(1) of this clause. Contractors may select an ending date- (1) As of the end of any pay period between July 1 and August 31 of the year the report is due; or (b) (c) (d) (2) As of December 31. if the Contractor has prior written approval from the Equal Employment Opportunity Commission to do so for purposes of submitting the Employer Information Report EEO-1 (Standard Form 100). (e) The Contractor shall base the count of veterans reported according to paragraph (a) of this clause on VOluntary disclosure. Each Contractor subject to the reporting requirements at 38 U.S.C. 4212 shan invite all special disabred veteranst veterans of the Vietnam era, and other eligible veterans who wish to benefit under the affirmative action program at 38 U.S. C. 4212 to identify themselves to the Contractor. The invitation shaH state that- (1) The information is voluntarily provided; (2) The information will be kept confidential; INITIALS: i::l n;J LESSOR & GOV~ GSA FORM 3517C PAGE 16 (REV 7/0S) (3) Disclosure or refusal to provide the information will not subject the applicant or employee to any adverse treatment; and (4) The information will be used only in accordance with the reguJations promulgated under 38 U.S.C. 4212. (f) The Contractor shall insert the terms of this clause in all subcontracts or purchase orders of $25.000 or more unless exempted by rules. regulations, or orders of the Secretary of labor. 18. 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986) (Applfcable to leases over $2.500.) (a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727J 41 U.S.C. 15 (hereafter referred to as lithe ActlJ), may assign its right to be paid amounts due or to become due as a result of the performance by contract to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign or reassign its right under the original assignment to any type of financing institution described in the preceding sentence. Any assignment or reassignment authorized under the Act and this clause shall cover aU unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties partici pating in the financing of this contract. The Contractor shall not furnish or disclose to any assignee under this contract any classified document (includjng this contract) or information related to work under this contract until the Contracting Officer authorizes such in writing. (b) (c) 19. 552.232-75 PROMPT PAYMENT (SEP 1999) The Government will make payments under the terms and conditions specified in this clause. Payment shall be considered as being made on the day a check is dated or an electronic funds transfer is made. All days referred to in this clause are calendar days. unless otherwise specified. (a) Payment due data. (1) Rental payments. Rent shaU be paid monthly in arrears and will be due on the first workday of each month, and onJyas provided for by the lease. (i) When the date for commencement of rent falls on the 15th day of the month or earlier, the initial monthly rental payment under this contract shall become due on the first workday of the month following the month in which the commencement of the rent is effective. (ii) When the date for commencement of rent falls after the 15th day of the monthJ the initial monthly rental payment under this contract shall become due on the first workday of the second month following the month in which the commencement of the rent is effective. (2) Other payments. The due date for making payments other than rent shall be the later of the fOllowing two events: (i) The 30th day after the designated billing offjce has received a proper invoice from the Contractor. (ii) The 30th day after Government acceptance of the work or service. However. if the designated billing office fails to annotate the invoice with the actual date of receipt, the invoice payment due date shall be deemed to be the 30th day after the Contractor's invoice is dated, provided a proper invoice is received and there is no disagreement over quantity, quality, or Contractor compliance with contract requirements. (b) Invoice and inspection requirements for payments other than rent. (1) The Contractor shall prepare and submit an invoice to the designated billing office after completion of the work. A proper invoice shall include the following items: (i) Name and address of the Contractor. (ii) Invoice date. (iii) Lease number. 9v) Government's order number or other authorization. GSA FORM 3517C PAGE 17 (REV 7/05) (v) Descrrption, price, and quantity of work or services delivered. (vi) Name and address of Contractor official to whom payment is to be sent (must be the same as that in the remittance address in the [ease or the order.) (vii) Name (where practicable), title. phone number, and maiUng address of person to be notified in the event of a defective invoice. (2) The Government will inspect and determine the acceptability of the work performed or services delivered within 7 days after the receipt of a proper invoice or notification of completion of the work or services unless a different period is specified at the time the order is placed. If actual acceptance occurs Jater, for the purpose of determining the payment due date and calculation of interest, acceptance will be deemed to occur on the last day of the 7-day inspection period. If the work or service is rejected for failure to conform to the technical requirements of the contract. the 7 days win be counted beginning with receipt of a new invoice or notification. In either case, the Contractor is not entitled to any payment or interest unless actual acceptance by the Government occurs. (c) Interest Penalty. (1) An interest penalty shall be paid automaticaUy by the Government, without request from the Contractor, if payment is not made by the due date. (2) The interest penalty shall be at the rate established by the Secretary of the Treasury under Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) that is in effect on the day after the due date. This rate is referred to as the "Renegotiation Board Interest Rate:' and it is published in the Federal Reoister semiannually on or about January 1 and July 1. The interest penalty shall accrue daily on the payment amount approved by the Government and be compounded in 30-day increments inclusive from the first day after the due date through the payment date. (3) Interest penalties will not continue to accrue after the filing of a claim for such penalties under the clause at 52.233-1, Disputes, or for more than 1 year. Interest penalties of less than $1.00 need not be paid. (4) Interest penalties are not required on payment delays due to disagreement between the Government and Contractor over the payment amount or other issues involving contract compliance or on amounts temporarily withheld or retained in accordance with the terms of the contract. Claims involving disputes. and any interest that may be payabre. will be resolved in accordance with the clause at 52.233-1, Disputes. 20" 552.232-76 ELECTRONIC FUNDS TRANSFER PAYMENT (MAR 2000) (a) The Government will make payments under this lease by electronic funds transfer (EFT). The Lessor must, no later than 30 days before the first payment: (1) Designate a fjnancial institution for receipt of EFT payments. (2) Submit this designation to the Contracting Officer or other Government official, as directed . (b) The Lessor must provide the following information: (1) The American Bankers Association 9-digit identifying number for Automated Clearing House (ACH) transfers of the financing institution receiving payment if the institution has access to the FederaJ Reserve Communications System. (2) Number of account to which funds are to be deposited.. (3) Type of depositor account fie" for checking, "Sir for savings). (4) If the Lessor is a new enrollee to the EFT system, the Lessor must complete and submit a "Payment Information Form," SF 3881, before payment can be processed. . (c) If the Lessor, during the performance of this contract, elects to designate a different financial institution for the receipt of any payment, the appropriate Government official must receive notice of such change and the required information specified above no later than 30 days before the date such change is to become effective. INITIALS: ~ & ~ LESSOR GOVE)i'E~T - .. GSA FORM 3517C PAGE 18 (REV 7/05) (d) The documents furnishing the information required in this clause must be dated and contain the: (1 ) Signature, title, representative. (2) lessor's name. (3) lease number. and telephone number of the Lessor or the Lessor's authorized (e) Lessor's failure to properly designate a financial institution or to provide appropriate payee bank account information may delay payments of amounts otherwise properly due. 21. 52.233-1 DISPUTES (JUL 2002) (a) This contract is subject to the Contract Disputes Act of 1978, as amended (41 U.S.C.601-613). (b) Except as provided in the Act. all disputes arising under or relating to this contract shall be resolved under this clause. "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $100,000 is not a claim under the Act until certified. A voucher. invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause. jf it is disputed either as to liability or amount or is not acted upon in a reasonable time. (c) (d) (1) A claim by the Contractor shaJJ be made in writing and, unless otherwise stated in this contract. submitted within 6 years after accrual of the claim to the Contracting Officer for a written decision. A claim by the Government against the Contractor shall be subject to a written decision by the Contracting Officer. (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of this clause when submitting any claim exceeding $100,000. (ii) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim. (iii) The certificatfon shall state as follows: III certify that the claim is made in good faith; that the supporting data are accurate and com plete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Contractor believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Contractor.1f (3) The certification may be executed by any person duly authorized to bind the Contractor with respect to the claim. (2) (e) For Contractor claims of $100,000 or less, the Contracting Officer must, if requested in writing by the Contractor. render a decision within 60 days of the request. For Contractor- certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit as provided in the Act. If the claim by the Contractor is submitted to the Contracting Officer or a claim by the Government is presented to the Contractor, the parties, by mutual consent, may agree to use altemative dispute resolution (ADR). If the Contractor refuses an offer for ADR, the Contractor shall inform the Contracting Officer, in writing, of the Contractor's specific reasons for rejecting the offer. The Government shall pay interest on the amount found due and unpaid from (1) the date that the Contracting Officer receives the claim (certified, if required); or (2) the date that payment otherwise would be due. if that date is later, until the date of payment. With regard (f) (g) (h) INITIALS: #RJ LESSOR & G GSA FORM 3517C PAGE 19 (REV 7/05) (i) to claims having defective certifications. as defined in FAR 33.201. interest shall be paid from the date that the Contracting Officer initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act. which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendency of the claim. The Contractor shall proceed diligently with performance of this contract. pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and com ply with any decision of the Contracting Officer. 22. 52.215-10 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997) (Applicable when cost or pricing data are required for work or service over $500,000.) (a) If any priceJ induding profit or feeJ negotiated in connection with this contract, or any cost reimbursable under this contract, was increased by any significant amount because- (1) The Contractor or a subcontractor furnished cost or pricing data that were not completeJ accurate, and current as certified in its Certificate of Current Cost or Pricing Data; (2) A subcontractor or prospective subcontractor furnished the Contractor cost or pricing data that were not com plete, accurate. and current as certified in the Contractor-s Certificate of Current Cost or Pricing Data; or (3) Any of these parties furnished data of any description that were not accurate. the price or cost shall be reduced accordingly and the contract shall be modified to reflect the reduction. Any reduction in the contract price under paragraph (a) of this clause due to defective data from a prospective subcontractor that was not subsequently awarded the subcontract shall be limited to the amount. plus applicable overhead and profit markup. by which (1) the actual subcontract or (2) the actual cost to the Contractor. if there was no subcontractJ was less than the prospective subcontract cost estimate submitted by the Contractor; provided, that the actual subcontract price was not itsetf affected by defective cost or pricing data. (1) If the Contracting Officer determines under paragraph (a) of this clause that a price or cost reduction should be made, the Contractor agrees not to raise the following matters as a defense: (i) The Contractor or subcontractor was a sole source supplier or otherwise was in a superior bargaining position and thus the price of the contract would not have been modified even if accurate, complete, and current cost or pricing data had been submitted. (ii) The Contracting Officer should have known that the cost or pricing data in issue were defective even though the Contractor or subcontractor took no affirmative action to bring the character of the data to the attention of the Contracting Officer. (Ui) The contract was based on an agreement about the total cost of the contract and there was no agreement about the cost of each item procured under the contract. (iv) The Contractor or subcontractor did not submit a Certificate of Current Cost or Pricing Data. (2) (i) Except as prohibited by subdivision (c)(2)(ii) of this clause, an offset in an amount determined appropriate by the Contracting Officer based upon the facts shall be allowed against the amount of a contract price reduction if- (A) The Contractor certifies to the Contracting Officer thatJ to the best of the Contractor's knowledge and belief, the Contractor is entitled to the offset in the amount requested; and (B) The Contractor proves that the cost or pricing data were available before the "as or date specified on its Certificate of Current Cost or Pricing Data, and that the data were not submitted before such date. (ii) An offset shaU not be allowed if- (A) The understated data were known by the Contractor to be understated before the nas or date specified on its Certificate of Current Cost or Pricing Data; or (B) The Government proves that the facts demonstrate that the contract price would not have increased in the amount to be offset even if the (b) (c) INITIALS: ~IZJ LE SOR & GOV GSA FORM 3517C PAGE 20 (REV 7/05) (d) available data had been submitted before the lias of date specified on its Certificate of Current Cost or Pricing Data. If any reduction in the contract price under this clause reduces the price of items for which payment was made prior to the date of the modification reflecting the price reduction, the Contractor shall be liable to and shari pay the United States at the time such overpayment is repaid- (1) Simple interest on the amount of such overpayment to be computed from the date(s} of overpayment to the Contractor to the date the Government is repaid by the Contractor at the applicable underpayment rate effective for each quarter prescribed by the Secretary of the Treasury under 26 U.S.C. 6621 (a)(2); and (2) A penalty equal to the amount of the overpaymentl [f the Contractor or subcontractor knowingly submitted cost or pricing data that were incomplete. inaccurate, or noncurrent. 23. 52.215-12 SUBCONTRACTOR COST OR PRICING DATA (OCT 1997) (Applicable when the clause at FAR 52.215-10 is applicable.) (a) Before awarding any subcontract expected to exceed the threshold for submission of cost or pricing data at FAR 15.403-4, on the date of agreement on price or the date of award, which ever is later; or before pricing any subcontract modification involving a pricing adjustment expected to exceed the threshold for submission of cost or pricing data at FAR 15.403-4, the Contractor shall require the subcontractor to submit cost or pricing data (actually or by specific identification in writing). unless an exception under FAR 15.403-1 applies. The Contractor shall require the subcontractor to certify in substantially the form prescribed in FAR 15.406-2 that, to the best of its knowledge and belief, the data submitted under paragraph (a) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract modification. In each subcontract that exceeds the threshold for submission of cost or pricing data at FAR 15.403-4, when entered into, the Contractor shall insert either- (1) The substance of this clause, including this paragraph (c), if paragraph (a) of this clause requires subm ission of cost or pricing data for the su bcontract; or (2) The substance of the clause at FAR 52.215-13, Subcontractor Cost or Pricing Data - Modifications. (b) (c) INITIALS: vY/l~ LESSOR GSA FORM 3517C PAGE 21 (REV 7/05) REPRESENTATIONS AND CERTIFICATIONS (Acquisition of leasehold Interests in Real Property) Solicitation Number GS-04S-59817 Dated 6/11/2008 Complete appropriate boxes, sign the form, and attach to offer. The Offeror makes the following Representations and Certifications. NOTE: The "Offeror, N as used on this form, is the owner of the property offered, not an individual or agent representing the owner. 1. 52.219-1 - SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004) (a) (1) The North American Industry Classification System (NAICS) code for this acquisition is 531190. (2) The small business size standard is $19.0 Million in annual average gross revenue of the concern for the last 3 fiscal years. The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b) Representations. INITIALS: 111c~ LESSOR (3) (1 ) The Offeror represents as part of its offer that it [ ] is, I ] is not a small business concern. (2) [Complete only if the Offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The Offeror represents, for general statistical purposes. that it [ ] is, [ ] is noli a small disadvantaged business concern as defined in 13 CFR 124.1002. (3) [Complete only if the Offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The Offeror represents as part of its offer that it [ ] is, [ ] is not a wamen-owned sman business concern. (4) [Complete only if the Offeror represented itself as a small business concern in paragraph (b)( 1) of this provision.] The Offeror represents as part of its offer that it [ ] is, [ ] is not a veteran-owned small business concern. (5) [Complete only if the Offeror represented itself as a veteran-owned small business concern in paragraph (b)(4) of this provision.] The Offeror represents as part of its offer that it [ ] is, [ ] is not a service-disabled veteran~wned small business concern. [Complete only if the Offeror represented itself as a small business concern in paragraph (b)(1) of this provision.] The Offeror representsF as part of its offer, that- (i) It I ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concems maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUBZone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR part 126; and (ii) It [ ] iSJ [ ] is not a joint venture that complies with the requirements of 13 CFR part 126. and the representation in paragraph (b)(6)(i) of this provision is accurate for the HUBZone small business concern or concerns that are participating in the joint venturew [The Offeror shall enter the name or names of the HUBZone small business concern or concerns that are participating in the joint venture: .] Each HUBZone small business concern participating in the joint venture shalf submit a separate signed copy of the HUBZone representation. (6) GSA FORM 3518 PAGE 1 (REV 1/07) (c) Definitions. As used in this provision- "Service-disabled veteran-owned small business concern'l- (1) Means a small business concem- (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans Of. in the case of a veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. Service-disabled veteran means a veteran. as defined in 38 U.S.C. 101(2), with a disability that is service-connected. as defined in 38 U,S.C. 101 (16). (2) "Small business concern" means a concern. including its affiliates. that is independently owned and operated. not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (a) of this provision. "Veteran-owned small business concern" means a small business concern- (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or) in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. "Women-owned small business concernll means a small business concern- (1) That is at least 51 percent owned by one or more women; or. in the case of any publicly owned business. at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. (d) Notice. (1) If this solicitation is for suppHes and has been set aside, in whole or in part, for small business concerns.. then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished. (2) Under 15 U.S.C. 645(d), any person who misrepresents a firm's status as a small, HUBZone small. small disadvantaged,. or women-owned small business concern in order to obtain a contract to be awarded under the preference programs established pursuant to section 8(a), B(d), 91 or 15 of the SmaJl Business Act or any other provision of Federal law that specifically references section 8( d} for a definition of program eligibility, shall- (i) Be punished by imposition affine, imprisonment, or both; (ii) Be subject to administrative remedies, including suspensfon and debarment; and (iii) Be ineligible for participation in programs conducted under the authority of the Act. 2. 52.204-5.. WOMEN-OWNED BUSINESS (OTHER THAN SMALL BUSINESS) (MAY 1999) (a) Definition. "Women-owned business concern,ll as used In this provision, means a concern which is at least 51 percent owned by one or more women; or in the case of any publicly owned business, at least 51 percent of its stock is owned by one or more women; and whose management and daily business operations are controlled by one or more women. (b) Representation. The Offeror represents that it [ ] is a women-owned business concern. 3. 52.222-22 - PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999) (Applicable to leases over $1 O,OOO.) The Offeror represents that- INITIALS: ;-l:: (} ~ ~ r / & I.J::.~ GO GSA FORM 3518 PAGE 2 (REV 1/07) (a) It [ ] has. [ ] has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; It [ ] has, [ ] has not filed all required compliance reports; and Representations indicating submission of required compliance reports, signed by proposed subcontractors. will be obtained before subcontract awards. (Approved by OMS under Control Number 1215-0072.) (b) (c) 4. 52.222-25 - AFFIRMATIVE ACTION COMPLIANCE (APR 1984) (Applicable to leases over $10,,000 and which include the clause at FAR 52.222-26, Equal Opportunity.) The Offeror represents that- (a) It [ ] has developed and has on file. [ ] has not developed and does not have on file, at each establishment affirmative action programs required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2), or It [ ] has not previously had contracts subject to the written affirmative action programs requirement of the rules and regulations of the Secretary of Labor. (Approved by OMS under Control Number 1215-0072.) (b) 5. 52.203-02 - CERTIFICATE OF INDEPENDENT PRICE DETERMINATION (APR 1985) (Applicable to leases over $100,000 average net annual rental, including option periods.) (a) The Offeror certifies that- (1 ) The prices in this offer have been arrived at independently, without, for the purpose of restricting competition. any consultation, communication, or agreement with any other Offeror or competitor relating to (i) those prices. (ii) the intention to submit an offer, or (ni) the methods or factors used to calculate the prices offered; The prices in this offer have not been and will not be knowingly disclosed by the Offeror. directly or indirectly, to any other Offeror or competitor before bid opening (in the case of a sealed bid solicitation) or contract award (in the case of a negotiated solicitation) unless otherwise required by raw; and No attempt has been made or will be made by the Offeror to induce any other concern to submit or not to submit an offer for the purpose of restricting competition. (b) Each signature on the offer is considered to be a certification by the signatory that the signatory- (2) (3) (1) Is the person in the Offeror's organization responsible for determining the prices being offered in this bid or proposal, and that the signatory has not participated and will not participate in any action contrary to subparagraphs (a)(1) through (a)(3) above; or (2) (i) Has been authorized. in writingl to act as agent for the following principals in certifying that those principals have not participated, and wHl not participate in any action contrary to subparagraphs (a)(1) through (a)(3) above As an authorized agent. does certify that the principals named in subdivision (b )(2)(i) above have not participated, and will not participate, in any action contrary to subparagraphs (a)(1) through (a)(3) above: and As an agent, has not personally participated. and will not participate. in action contrary to subparagraphs (a)(1) through (a)(3) above. (c) If the Offeror deletes or modifies subparagraph (a)(2) above. the Offeror must furnish with its offer a signed statement setting forth in detail the circumstances of the disclosure. (ii) (iii) INITIALS: ~ed (ESSOR ~-_... &GO~ GSA FORM 3518 PAGE 3 (REV 1/07) 6. 52.203-11.. CERTIFICATION AND DISCLOSURE REGARDING PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2005) (Applicable to leases over $100.000.) (a) The definitions and prohibitions contained in the clause, at FAR 52.203-12J Limitation on Payments to Influence Certain Federal Transactions. included in this solicitation, are hereby incorporated by reference in paragraph (b) of this certification. The OfferorJ by signing its offer,hereby certifies to the best of his or her knowledge and belief that on or after December 23. 1989, - (b) (1) No Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of CongressJ or an employee of a Member of Congress on his or her behalf in connection with the awarding of a contract; If any funds other than Federal appropriated funds (including profit or fee received under a covered Federal transaction) have been paid, or win be paid, to any person for influencing or attempting to influence an officer or employee of any agency. a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress on his or her behalf in connection with this soUcitation, the Offeror shall complete and submit, with its offer, OMS standard form LLL, Disclosure of Lobbying Activities, to the Contracting Officer; and He or she will include the language of this certification in all subcontract awards at any tier and require that all recipients of subcontract awards in excess of $100,000 shan certify and disclose accordingly. (c) Subm ission of this certification and disclosure is a prerequisite for making or entering into this contract imposed by section 1352, title 31 t United States Code. Any person who makes an expenditure prohibited under this provision or who fails to file or amend the disclosure form to be filed or amended by this provision, shall be subject to a civil penalty of not less than $10,000. and not more than $100,OOOt for each such failure. (2) (3) 7. 52.209-5 - CERTIFICATION REGARDING DEBARMENTJ SUSPENSION, PROPOSED DEBARMENTJ AND OTHER RESPONSIBILITY MATTERS (DEe 2001) (Applicable to leases over $100,000 average net annual rental, including option periods.) (a) (1) The Offeror certifies, to the best of its knowledge and beliefJ that- INITIALS: ~iJ LESSOR (2) (i) The Offeror and/or any of its Principals- (A) Are [] are not [] presently debarredJ suspended. proposed for debarment, or declared ineligible far the award of contracts by any Federal agency; (B) Have [ ] have not [ ], within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal. state. or local) contract or subcontract; violation of Federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement. theft. forgery, bribery, falsification or destruction of records, making false statements. tax evasion. or receiving stolen property; and (C) Are [ ] are not [ ] presently indicted for, or otherwise criminally or civilly charged by a governmental entity with. commission of any of the offenses enumerated in paragraph (a)(1 )(i){B) of this provision. The Offeror has [ ] has not [ I, Within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. .Principals.1I for the purposes of this certification, means officers; directors; owners; partners; and. persons having primary management or supervisory responsiblJities within a business entity (e.g., general manager; plant manager; head of a subsidiary, divisionJ or business segment, and similar positions). ~ (ii) & GO GSA FORM 3518 PAGE 4 (REV 1/07) (b) This Certification Concerns a Matter Within the Jurisdiction of an Agency of the United States and the Making of a False, Fictitious. or Fraudulent Certification May Render the Maker Subject to Prosecution Under Section 1001 J Title 18, United States Code. The Offeror shall provide immediate written notice to the Contracting Officer ifJ at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification. in addition to other remedies available to the Government. the Contracting Officer may terminate the contract resulting from this solicitation for default. (c) (d) (e) 8. 52.204-3 - TAXPAYER IDENTIFICATION (OCT 1998) (a) Definitions. "Common parent," as used in this provision, means that corporate entity that owns or controls an afffliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the Offeror is a member. HTaxpayer Identification Number (TIN)," as used in this provision. means the number required by the Internal Revenue Service (IRS) to be used by the Offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number. (b) AIl Offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M. and implementing regulations issued by the IRS. If the resulting contract is subject to the payment reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the Offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. (c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the Offeror's relationship with the Government (31 U.S.C. 7701 (c){3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the Offerorls TIN. (d) Taxpayer Identification Number (TIN). [] TIN: [] TIN has been applied for. [] TIN is not required because: [] Offeror is a nonresident alienJ foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; [] Offeror is an agency or instrumentality of a foreign government; [] Offeror is an agency or instrumentality of the Federal government; INITIALS: ~I(J LESSOR & GO~.. GSA FORM 3518 PAGE 5 (REV 1/07) (e) Type of organization. [ ] Sole proprietorship; [ ] Partnership; [ ] Corporate entity (not tax-exem pt); [ ] Corporate entity (tax-exempt); (f) Common Parent. [ ] Government entity (Federal, State, or local); [ ] Foreign government; [ ] International organization per 26 CFR 1.6049-4: [ ] Other [ ] [ ] Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. Name and TIN of common parent: Name TIN 9. 52.204-6 - Data Universal Numbering System (DUNS) Number (OCT 2003) (a) The Offeror shall enter, in the block with its name and address on the cover page of its offer, the annotation "DUNsr, or "DUNS+411 followed by the DUNS number or "DUNS+4" that identifies the Offeror's name and address exactly as stated in the offer. The DUNS number is a nine-digit number assigned by Dun and Bradstreet, Inc. The DUNS+4 is the DUNS number plus a 4-character suffix that m~y be assigned at the discretion of the Offeror to establish additional CCR records for identifying alternative Electronic Funds Transfer (EFT) accounts (see Subpart 32.11) for the same parent concern. If the Offeror does not have a DUNS number, it should contact Dun and Bradstreet directly to obtain one.. (b) (1 ) An Offeror may obtain a DUNS number- (i) If located within the United States, by calling Dun and Bradstreet at 1-866-705- 5711 or via the Internet at htto:/lwww.dnb.com; or (ii) If located outside the United States. by contacting the local Dun and Bradstreet office. The Offeror should be prepared to provide the following information: (i) Company legal business name. (ii) Tradestyle. doing business, or other name by which your entity is commonly recognized. (iii) Company physical street address. city.. state and zip code. (iV~ Company mailing address, city, state and zip code (if separate from physical). (v Company telephone number. (vi Date the company was started. (Vii! Number of employees at your location. (viii Chief executive officer/key manager. (ix Line of business (industry). (x Company Headquarters name and address (reporting relationship within your entity) . (2) 10. DUNS NUMBER (JUN 2004) Notwithstanding the above rnstructions, in addition to inserting the DUNS Number on the offer cover page, the Offeror shall also provide its DUNS Number as part of this submission: DUNS # 155639339 11. CENTRAL CONTRACTOR REGISTRATION (JAN 2007) The Central Contractor Registration (CCR) System is a centrally located. searchable database which assists in the development.. maintenance, and provision of sources for future procurements. The Offeror must be registered in the CCR prior to lease award. The Offeror shari register via the Internet at httD:/lwww.ccr.aov. To remain active, the Offeror/Lessor is required to update or renew its registration annually. INITIALS: ~!( J LESSOR ~._,. GSA FORM 3518 PAGE 6 (REV 1/07) [] Registration Active and Copy Attached [] Will Activate Registration and Submit Copy to the Government Prior to Award OFFEROR OR AUTHORIZED REPRES ENT A T1VE INITiAlS: rJlcJ?.tJ ~ OR NAME, ADDRESS (INCLUDING ZIP CODE) Mayor George R. Neugent 1100 Sim ton Street Key W FL 33040 L--" ~ / & / GOVER ~ TELEPHONE NUMBER (305) 292-4443 July 15, 2009 Date GSA FORM 3518 PAGE 7 (REV 1/07) ATTACHMENT A DEFINITIONS RENT ABLE AREA The area for which a tenant is charged rent. It may include a share of building support/ common areas such as elevator lobbies, building corridors, and floor service areas. Floor service areas typically include restrooms, janitor rooms, telephone closets, electrical closets, and mechanical rooms. The rentable area generally does not include vertical building penetrations and their enclosing walls, such as stairs, elevator shafts and vertical ducts. BOMA USABLE AREA That portion of the rentable area which is available for a tenanf s personnel, equipment, and furnishings and is the method of measurement for the area for which the Government will evaluate offers. BOMA Usable square feet (herein referred to as "usable") shall be computed by measuring the area enclosed by the finished surface of the room side of corridors (corridors in place as well as those required by local codes and ordinances to provide an acceptable level of safety and/ or to provide access to essential building elements) and other permanent walls, the dominant portion of building exterior walls, and the center of tenant-separating partitions. Where alcoves, recessed entrances, or similar deviation from the corridor are present, BOMA Usable Square Feet shall be computed as if the deviation were not present. BUILDING SHELL The Building Shell includes all improvements in the base building, lobbies, common areas, and core areas. These imp.rovements shall be provided by the Lessor, at Lessor's expense. The Building Shell includes items such. as acoustical ceilings; lighting; demising walls (slab to slab) with paint and base; heating and air conditionin~ main electrical distribution panel; sprinkler mains and disbibution piping. (See Attachment B for a detailed description of Building Shell). TENANT ALTERATION ALLOWANCE Tenant Alterations are defined as alterations for the Government demised area, above the Building Shell. Such alteratioIlB shall be described and identified in the drawings used to construct the Government demised area. In a case w'here the specifications in this package conflictJ the more stringent shall apply. Initials JJDL Lessor ~ ATTACHMENT B SPECIFICATIONS FOR BUILDING SHELL The following are specifications for the Building Shell and shall be provided by the lessor as part of the shell rent: BASE BUILDING A, The Lessorls maintenance obligations in providing a building shell (at the Lessorl s expense) shall include the following: 1. Base structtlre and building enclosure components shall be complete. All common areas accessible by the Government, such as lobbiesl fire egress corridors and stairwells, elevators, garages, and services areas, shall be complete. Restrooms shall be complete and operational. All newly installed building shell components, including but not limited to, heatingl ventilation, and air conditioning (HV AC), electricall ceilings, sprinklers, etc.J shall be furnished, installed, and coordinated with Tenant Improvements. 2. Accessibility Requirentents. Accessibility to persons with disabilities sllall be required throughout the commOll areas accessible to Government tenants in accordance with both the ADAAG and the UF AS and shall be installed and coordinated with Tenant Improvements. 3. Ceilings. A complete acoustical ceiling system (which includes grid and lay-in tiles) throughout the Government-demised area and all common areas accessible to Goven1ll1.etlt.. 4. Doors. Exterior building doors and doors necessary to the lobbies, common areasl and core areas shall be required.. This does include suite entry doors. 5. Partitions. Permanentl perimeter, and demising slab-to-slab partitions (including all columns).. 6. Flooring. All building commOll areas shall have finished floors. 7. Plumbing. The Offeror shall include cost of plumbing ill. common areas, such as for toilet rooms and janitor closets as part of the building shell cost. Restrooms shall be complete and operational. Initials d1l Lessor ~- 8. HV AC. Central HV AC systems shall be installed and operational, including, as appropriate, main and branch lines, V A V boxes, dampers" flex ducts.. and diffusers, for an open office layout, incl'ltding all building common areas. Conditioned air through medium pressure duct work at a rate of .75 cubic feet per minute per ANSI/BOMA Office Area square foot shall be pro-vided. 9. Electrical power distribution shall be provided in vertically stacked electrical roomsJ with capacity at 277/480 volt and 120/208 voltl 3 phase, 4 wire + ground system to provide a minimum of 7 watts per BOMA Office Area (usable) square foot for tenant use. This capacity shall be provided at appropriate voltages for tenant lighting and tenant receptaclej equipment loads. Disb.ibution equipment reqttired by the shell requirements of this SFO shall include all main service equipment, distribution panelboards, transformers, lighting and appliance panelboards, associated feedersl and all branch circuit breakers to accommodate the loads and quantities of devices required by tllis SFO. 104 UGHTING: Base building lighting fixtures shall be installed in tIle ceiling grid at the rate of 1 fixture per 80 BOMA Office Area (usable) square feet for the tenant space. This ratio is given to facilitate the baseline pricing of the shell requiremellt for lighting of the tenant-occupied space. Lighting shall also be provided in all building common areas and parking areas. Interior lighting levels are defined by the 'Iinterior ligllting'l paragraph in the Standard Performance Specifications. 11. Sa.fe:hj and Environmental Managentent. Complete safety and environmental management shall be provided throughout the building in accordance with federal, state, and local codes and laws including, but not limited to, such items as fire detection and alarmsl emergency building power for life safety systems, etc., and shall be in accordance with both the ADAAG and tIle UF AS. Where sprinklers are required in the Government..demised area, sprinkler maillS and distribution piping in a "protection" layout (open plan) with heads turned down with an escutcheon or trim plate shan be provided. 12. Telephone Rooms. Building telecommunication rooms on eacll floor shall be completed, operational, and ready for Tenant Improvements. The telephone closets shall include a telephone backboard. Initials .. 0 "r1.1/ I ~.. ._"" ~' , Lessor . ~'t TENANT AREA · A broom clean concrete floor slab, with level floor not varying more than 1/4" over ten (10) foot horizontal run in aCCOrdallCe with American Concrete Instittlte (ACI) Standards shall be provided. . Gypsum waIl board, spackled and prime paintedl on exterior perimeter walls, and interior core walls shall be provided. · Common corridor stud walls, without gypstun board on demiseq. tenant premises' side, and without suite entry door shall be provided. . A fully installed 2 x 2 foot suspended acoustical ceiling, (including grid) with 2 x 2 parabolic fluorescent (or other building standard such as 21011 x 4'0") fixtul.es installed in the ceiling grid for an open office plan at the rate of 1 fixture per 80 BOMA usable (100 rentable) square feet, shall be provided. · Sprinkler mains and distribution piping in a #protectionll layout (open plan) with heads turned down, concealed with an escutcheon or trim plate installed shall be provided. · Central heating, vel1ti1ation and air condition systems are installed and operational, including, as appropriate, main and branch lines, V A V boxes, dampers, flex ducts and diffusers, or an open office layout. COl1ditioned air through medium pressure ductwork at a rate of . 75cfmj square foot of BOMA office usable aTea shall be provided. Initials liIaL Lessor ~. ATTACHMENT C STANDARD PERFORMANCE SPECIFICATIONS The fonowing are standard specifications for the space to be leased by the Government: A5-BUI'LT FLOOR PLANS Within 30 days after occupancYt CADs shall be provided showing as-built, offered space to the Contracting Officer. ACOUSTICAL CBlLINGS Must be new or like new in appearance. If, at any time during the term of the lease, the tiles become damaged or discolored for any reason with normal occupancy} tltey shall be teplaced at the lessor's cost. INTERIOR. UGHTING Must be capable 01 producing and nlaintaining a uniform lighting level of 50 foot-candles at working surface height PAR1TI10NING Demising walls shan be slab-to-sIab. They shall have low sound h'allSmission, low f1am.espread, and low smoke developmentp:ropel"ties. Demising partitions shall be painted and have base paint coat.. Paint, base, and extension of the waIl to the slab shan be completed at the Govemmenl' 8 cost andl after completion of work, shaD be tIle maintenance responsibility of the lessor. HEATING AND AIR CONDITIONING Temperatures shall conform to local commercial equivalent temperature levels and operating practices in ol"der to maxhnize tenant satisfaction. However, thermostats shall not be set below 65 degrees Fahrenheit dming the heating season nor above 78 degrees Fahrenheit during the cooling season These temperatures must be maintained throughout the leased premises and service areas, regardless of outside tempeIamres, during the hours of operation specified in the lease. During liOn-WOrking hours, heating temperatures shall be set no big her than 55 degrees Fahrenheit and air conditioning will not be provided except as necessary to rehtrn space temperatures to a suitable level far the beginning of working hours. Thermostats shall be secured from manual operation by key or locked cage. A key shall be provided to the GSA Field Office Manager. Simultaneous lleating and cooling are not permitted. Areas having excessive heat gain or heat loss, or areas affected by solar radiation at different times of the day, shall be independently controlled.. Initials ~ Lessor $..'" .' '. " 't Page 2 .. Standard and Performance Specifications 'VENTILATION During working hours in periods of heating and cooling, ventilation shall be provided in accordance with. ASHRAE Standard 62, Ventilation for Acceptable Indoor Air Qualityl where physically practical. In no event shall the outside air be provided to all office space at leas than a minimum of 20 cubic feet per minute for each person. ELECfRICAL Lessor will provide main distribution for standard office occupancy& All electrical, telephone, and data outlets shan be provided and installed by the leSBor at the expense of the Government. FLOOR COVERING ShaD be (choose one or combination of) resilient flooring, carpet tfie, or broadloom caxpet. Broadloom to be newly installed must meet the following spedfications at the expense of the Government: · Pile Yarn Content: staple filament or continuous.fiIament braided by a fiber producer (Allied, Dupont, Monsanto, BASF1 woolblelld), soil-hiding nylon or wool nylon blends& · Carpet pfle consbucnon: level loop, textured loop, level cut pile, or level cut/uncut pile, · Pile weight: 26 ounces per square yard is the minimum for level-loop or textured....loop construction. 32 ounces per square yeax is the minimum for 1eve1..cutfuncut construction, . Secondary back: jute or synthetic fiber for glue-down installation.. · Density: 100 percent nylon (loop and cutpiIe) - minimum of 4000; other fibers, including blends and combinations - minimwn of 4500~ Carpet tile to be newly installed must meet the following specifications: . Pile Yarn Content - Continuous fi1amen~ soll biding nylon or wool/nylon combinations. · Carpet Pile Construction - Level loop, textured loop, level cut pileI or level cut/uncut pile. · Consh-uction... Fusion bonded. · Pile Weight - 26 ounces per square yard minimum. · Secondary Back - Reinforced vinyl. · Total Weight ~ 127 ounces per square yud minimum. · Flammability - In an areas except exits, carpet must be a critical radiant flux (CRF) of 0.22 or greater with a specific optical density not over 450. Carpets passing the Consumer Product Safety Commission FFL - 70 (Pill test) :is acceptable fox office areas. It may also be used in cOlrldors which are .protected by automatic sprinklers. · Static Buildup - 3.5 KV maximum with built-in static dissipatioll is recommended.l or "static- controlled'l is acceptable. Initials Jjf{J) Lessor -{$--- Exhibit A - Agency Specifications The following list outlines desired improvements to be completed by the government prior to occupancy at the government's sole expense. The lessor agrees to allow the following alterations to the space and hereby waives the right of restoration. 1. Install security wire mesh around the walls of the new space. 2. Replace door lock In the storage area in the new space. 3. Change light fixtures and replace ceiling tiles (if damaged or dirty.) 4. Add electrical outrets. 56 Remove speaker from the ceiling. 6. Install locks to secure in aU doors of entry to the government controlled space. 7. Install locks for glass doors. 8. CCTV or DVR, outside the main TSA office. 9. Install Medeco M3 Core on both TSA spaces key to be shared Airport Security Command Center. 10. Install window film to have the door and windows "frosted". 11. Install counter space in the screener managerJs office. 12. Install matching shelves in the screener managers. office. Initials ltiit1 ~ Lessor ~ ... Exhibit B 1. Govern:ln2 L8W~ Venue. Internretatlon. Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the Contract Disputes Act of 1978 (41 U.S.C. 601-613) In the event that any cause of action or amninistrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and LESSEE agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 1. Severabilltv. If any term, covenant, condition or provision oftbis Agreement (or the application thereof to any circumstance or person) s11all be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaiJring term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent pcnnitted by law unless the enforcement of the remaining tenns, covenants) conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement 3. Attorney's Fees and Costs. The COUNTY and LESSEE agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcmnent or interpretation of this Agreement, the prevailing party shall be entitled to re8:sonable attorney's fees, court costs) investigative, and out-of-pocket expenses, as an award against the non-prevailing party. and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proc~ings in accordance with the federal Equal Access to Justice Act (EAJA). 4. Bindint! Effect. The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and LESSEE and their respective legal representatives, successors, and assignsa s. Nondiscrimination. COUNTY and LESSEE agree that there will be no discrimination against any person. LESSEE agTees to comply with all applicable Federal laws. 6. Code of Ethics. COUNTY agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public positio~ conflicting employment or contractual relationship; and disclosure or use of certain information. Initials.JaJ ~t ,- Lessor ~ Exhibit B - page 2 7. Public Access. The COUNTY and LESSEE shall allow and pennit reasonable access to, and inspection of! all documents, papers, letters or other materials in its possession or under its control subject to either the provisions of Chapter 119, Florida Statutes, or the Freedom OfInfonnation Act (FOIA) as they apply to each party respectively. 8. Non-Waiver of Immunltv. Notwithstanding the provisions of Sec. 768.28, Florida Statutes) the participation of the COUNTY and the LESSEE in this Agreement and the acquisition of any commercia11iability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coveragt; nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 9. Privilee:es and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief: disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers~ agents, volunteers, or employees outside the territorial limits of tIle COTJNTY. 10. Non-Reliance bv Non-Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the COUNTY and the LESSEE agree that neither the COUNTY nOT the LESSEE or any agent) officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals., entity or entities, have entitlemellts or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. This paragraph shall not act as bar to use or occupancy by LESSEE's tenant agencies. 11. No Personal Liabilitv. No covenant or agreement COl1tained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacitYt and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any :personalliability or accountability by reason of the execution of this AgreeInellt. Initials J.znl. ~_. Lessor ~ Exhibit B - page 3 12. Execution in Counternsrts. 'This Agreetnent may be executed in any number of counterparts, each ofwhich shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 13. Section BeadinllS. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 14. Federal.. State and Local Law. LESSEE shall comply with all federal, state, county and local laws, and ordinances, hereafter in force which Inay be applicable to the LESSEE~S operation at the ahport. 15. Laws to be Observed. The LESSEE shall keep fully inf01med of all applicable Federal and State laws, all local laws, ordinances, and regulations and all orders and decrees of bodies or tribunals having any jurisdiction or authority) which in any manner affect the LESSEE's operations at the airport. LESSEE shall at all times observe and comply with all such taws, ordinances, regulationst ordersJ and decrees. Initials · Jka?~ ~ i ~ a: ~ I ~ ~ """"' & t:r ... '1 \ -- ---- j .h I i ! I ! . '- t I I ) . '-. ":.;;