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Resolution 257-1985 " Art Skelly Director of Airports RESOLUTION NO. 257 -1985 A RESOLUTION AUTHORIZING THE MAYOR AND CHAIRMAN OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, TO EXECUTE AN U. S. GOVERNMENT LEASE FOR REAL PROPERTY BY AND BETWEEN THE BOARD OF COUNTY COMMISSIONERS, MONROE COUNTY, FLORIDA, AND THE UNITED STATES OF AMERICA, SAID PROPERTY TO BE USED BY THE NATIONAL OCEANIC AND ATMOSPHERIC ADMINIS- TRATION. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, as follows: That the Mayor and Chairman of the Board of County Commis- sioners of Monroe County, Florida, is hereby authorized to execute an U. S. Government Lease for Real Property by and between the Board of County Commissioners, Monroe County, Florida, and the United States of America, a copy of same being attached hereto, said property to be used by the National Oceanic and Atmospheric Administration. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida, at a regular meeting of said Board held on the 6th day of September, A.D. 1985. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By.x\ ,,' ..\\\\..\\ ~-~u p.... 1\ "~1. - ~/cha1~'$l''''G (Seal) Attest: DANNY L. KOLHAGE, /} D AS TO FORM G L SUFFICIENCY. ~ 8Y ----- - STANDARD FORM 2 FEBRUARY 1965 EDITION GENERAL SERVICES ADMINISTRATION FPR (41 CFR) 1-16.601 DA T E OF LEASE u.s. GOVERNMENT LEASE FOR REAL PROPERTY I LEASE NONA85WCF00469 August 15. 1985 THIS LEASE, made and entered into this date by and between Board of County Commissioners, Monroe County, Florida whose address is Key West, Florida 33040 and whose interest in the property hereinafter described is that of hereinafter called ,the Lessor, and the UNITED STATES OF AMERICA, hereinafter called the Government: WITNESSETH: The parties hereto for the considerations hereinafter mentioned, covenant and agree as follows: 1. The Lessor her.eby leases to the Government the following described premises: ". Approximately 2,069 net usable square feet of space consisting of 1,997 net usable square feet of space on the secona floor and approximately 72 square feet of storage space on the first floor of the Terminal Building, Key West International Airport, Key West, Monroe County, Florida, as shown outlined in red on the attached exhibit "A", together with roof and ground space for instruments as may be mutually agreed and the rights of ingress and egress at all times to be used for office, storage, instrumentation and related uses. 2. TO HAVE AND TO HOLD the said premises with their appurtenances for the term beginning o'n .---Uc.tQbex___L.___1285'h'_"'____________h"__h'h" throu~h 'h'hS.!'m.t.~ml;>.~L.3QLJ.9_$.fL...., subject to termination and renewal rights as may be hereinafter set forth. 3. The Government shall pay the Lessor annual rent of $'ht.?,.$JlQ....t~h'__'________"'___"____"_h____mhh.mh'_____"__ at the rate of $.__J.....3.2.3...3.4..__..____.m___________._______h per --.;.------m.<;:-?..L~n~~.1;'hJ!l.9_nth._mh___.m__.._...__ in arrears. Rent for a lesser period shall be prorated. Rent checks shall be made payable to: Board of County Commissioners, Key West, Florida 31'040 4. The Government may terminate this lease at any time by giving at least __.____.___.30__.____.__. days' nOlice in wrilii1~ to the Lessor and no rental shall accrue after the effective dale of termination. Said notice shall be computed commenc- ing with the day afr.er the date of mailing. 5. This lease may be renewed at the option of the Government, for the following terms and al lhe following rentals: from year to year but not beyond September 30, 1990, at the same rental provided notice be given in writing to the Lessor at least ____.__..30____.___ da}'s before the end of lhe original lease term or any renewal term; all other terms and conditions of this lease shall remain lhe same during any renewal term. Said notice shall be' computed commencing with the day after the dale of mailing. 2-106 ... ., . ... PU<f? - ir ~',:,l. _IV ::-<0- . ~. - , L-.. ~... - -J.~y ~~. II. '__ ~ t':~'- - -- ::~'~ r-_ '~:- 't" .,.;--",..., .. ~~'~..... . ...,/' o:t/';'" ..r ,. ,~- .'J'" r" ... O' J.- ..... ..~ to '.. . :!'- ....' ;-r ... ~. i '-...-. ~~ .~.J. .~~~r'I...~--~~~. -~. ""'''1'-'-''_' ." r.,_._ ,.'->t....._ '._,... '_. .,. "' ''''''. ' '!~~'lJ&.~8.~'t, 1-fi~~~-"",.;'''''' ,~~ -. ,~~..:;r ~~. ."n"~Y'(,~~~'-., ,"* . ,,,JP!.t_,~._ "..,.'..~.;..~..J~{:'" ...... ' ~Wl.t/"..'..""~..I!l_,~: '''-'', ''1,:'\,..., 'fir, 1.;,- It J<L.' '~.d"- .~, ~..~,. ,/'~" .lf~,...... .,~ .o:.'I'.~ . _:;~.'~ . .':.~' -.. ~. .." ,i.t;~~"#ti~~;~,,';.<,f"':"..'-+f!Jltt~,.l_ir;,..~'jj~~~.')f;;,+s-~::;. ....; -t.; /_,,?:":V . ~V;";l';" ....". ''''"'. ~:::'.'OI~.' "'l'>',!t...\.;.1~~. ;0" .~. "',w.~~-.. ._~~..- ,:",",,~'~~.::' ,.II""'~~''',,_,,~,~,,6.!J.:,_.~.; '-'ll..ll."V..'f-,..~.......~L" .....,................ \)t'_..J.-""'.t-- ..:. t.......r~.'" ~.--.w..... ,,"_ ,"L" _ ;:.~.~_4---'_~ 6. The Lessor shall furnish to the Government, as part of the rental. consideration, the following: t .":" r ' ~!. ,~. , a. Hot and cold water for drinking and toilet facilities, b. Daily janitor service and supplies including emptying of waste baskets, removal of trash, floor sweeping, semi-annual window washing and floor waxing and polishing as needed, a....~ ~' c. Toilet facilities and supplies, - d. Initial and replacement supply of bulbs, tubes, ballasts and starters. -.- ... ;.....'. ~1. ~'.ia-"' ..... tr.--- .,...-.... ~' 7. The following are attached and made a part hereof: l!he=Gall!l'lU=Pm~5i6R5=M1E1:_~R:lHS=€S;;mdiR'd=f.g~~:;:;:;:;,,;;;;;;;;;;=::ecIit=~ - Page 2, Paragraphs 9 through 11 General Clauses (GSA Form 3517), April 1984 edition Exhibit "A" 8. The following changes were made in this lease prior to its execution: ~~.t-~w'- f'~T-,r ",..~ .,..."....,.... none ... ...... "'. " . ~....... IN WITNESS WHEREOF, the parties hereto have hereunto subscribed their names as of the date first above written. ;,srl_.:..,:_.. _ --:.' LESSOR Board of County Commissioners, Monroe County, Florida 'r'~''F' '-__. ~-:~.,~ \ ~ : .i , ~- ~ BY .__________n__n______n____~u_n__u__n_ .u_n___n_______ (Signalure) -- --- ------------ - - --------- - ----- - - --- ----- - - - -- - - - -- - - - - - - - - --- r; "'_ 0\., ' (Signalure) ------ _u__n_ - _n__ --------()'ig~~II;;;)-------- - - -- --- ---- - - - - ---- UNITED STATES OF AMERICA, DOC, CASC (Addruj) ~~:.-:-~ 1.-.. . ~1:~ J!".&:- , - IN PRESENCE OF: BY . n _ ___u ____ n __ _ _ _n _ _n_ U _ ____ _ _ __ ____u_n_ -- - - - -- - -- -.- (Sigl1tl/llreJ ___on __ __ _____ Cont r.a.c .t.41g__0.ffic.eL __ _un __n' - n_' (affilla/ Iii/e) U. S. GOVERNMENT PRINTING OFFICE: 1974 0 - 556-069 STt-NDARD FORM 2 Fl'!,aUARY 196' EDITION . . f'\ ,/"""\ -~---- , :'~:7rt:"'E~~&'7~~~""~"'~"t~_iti~~cl'=;'~""'~~~~7';-~;':"l: '~""';"";<;~r~";T...-.... '"";'~ft";:: ,'\o'~;'^,.;...~I;1. ''''.' .~. ""':~"""~ ,\"" ...~~_~~"~~}~)..,~X"~'"'ti0~~~I^",.<~~,,:}),~"'Jl"iJf.tG':..~~:otJl.i'~~:':~;;':"'~>,";j~'''..~;Jl;~~>i'.l~!F:,-; Lease No. NA85WC-F-00469 Page 2 9. Payment of rent is contingent upon the passage by Congress of an appropriation from which rental payments may be made and the Government shall not be' obligated upon the 'failure of Congress to so appropriate. 10. The term "General Services Administration" shall mean the Government. 11. NET USABLE SPACE. "Net usable" shall mean the method of measuring the space under lease. Unless otherwise noted, all references in this lease to square feet shall mean net usable square feet. Net usable area is determined by one of the following: SINGLE TENANCY FLOOR. Compute the inside gross area by'. measuring between the inside finish of the permanent exterior building walls or from the face of the convectors (pipes or other wall- hung fixtures) if the convector occupies at least 50 percent of the length of exterior walls. Make no deduc- tions for columns and projections enclosing the structural elements of the building. Deduct the following from the gross area, including their enclosing walls, to determine net usable area: -toilets and lounges, -stairwells, -elevators and escalator shafts, -building equipment and service areas, -entrance and elevator lobbies, -stacks and shafts, and -fixed corridors. MULTIPLE TENANCY FLOOR. Compute the net usable .area by measuring from the inside finish of permanent exteripr building walls, or from the f~ce of convectors (pipes or other wall-hung fixtures) if the convector occupies at least 50 percent of. the length of exterior walls, to the room side finish of fixed corridor and shaft walls and/or the center of tenant-separating partitions. Make no deductions for the . columns and projections enclosing the structural elements of the building. APPURTENANT AREAS. The right to use appurtenant areas and facilities, even though deducted from the gross space, is included with the leased space. ./ " . ')'I' - . , . .!' . GENERAL CLAUSES (Acquisition of leasehold Interests in Real Property) These paragraphs apply to all leases except as fallows: paragraphs 29,31, and 32 (APPL Y TO LEASES OVER $10,000 FOR THE CONTRACT TERM); 33 to 35 (0 VER $25,000); 36 (0 VER $100,000); and 37 (OVER $500,000). 1. 552.270-1 - DEFIN~TIONS - LEASES (APR 1984) (a) The terms "Administration" and "Service" as used in this contract shall mean the General Services Administration (GSA) and the Public Buildings Service (PBS), respectively. . (b) The terms "contract" and "Contractor" shall mean "lease" and "Lessor," respectively. (c) The term "Lessor shall provide" means the Lessor shall furnish and install. 2. 552.270-2 - SUBLETTING THE PREMISES (APR 1984) _ The Government may sublet any part of the premises but shall not be relieved from any obligations under this lease by reason of any such subletting. 3. 552.270-3 - MAINTENANCE OF PREMISES (APR 1984) The Lessor shall maintain the demised premises, including the building and all equipment, fixtures, and appurte- nances furnished by the Lessor under this lease in good repair and tenantable condi- tion, except in case of damage arising from the act or the negligence of the Government's agents or employees. For the purpose of so maintaining said premises and property, the Lessor may at reasonable times, and with the approval of the authorized Government representative in charge, enter and inspect the same and make any necessary repairs thereto. 4. 552.270-4 - DAMAGE BY FIRE OR OTHER CASUALTY (APR 1984) If the said premises be destroyed by fire or other casualty, this lease shall immediately terminate. In case of partial destruction or damage, so as to render the premises untenantable, as determined by the Government, the Government may terminate the lease by giving written notice to the Lessor within 15 days thereafter, if so terminated, no rent shall accrue to the Lessor after such partial destruction or damage, and if not so terminated, the rent shall be reduced proportionately by supplemental agreement hereto . effective from the date of such partlal destruction or damage. 5. 552.270-5 - CONDITION REPORT (APR 1984) A joint physical survey and inspection report of the demised premises shall be made as of the effective date of this lease, reflecting the then present condition, and will be signed on behalf of the parties hereto. 6. 552.270-6 - APPLICABLE CODES AND ORDINANCES-DEVIATION (APR 1984) The Lessor, as part of the rental consideration, agrees t~ comply with all codes and ordi- nances applicable to the ownership and operation of the building in which the leased space is s~tu- ated, and at his own expense, to obtain all necessary permits and related items, and record the lease, if required. 7. 552.270-7 - INSPECT~ON OF PREMISES (APR 1984) At all times after receipt of offers, prior to or after accep- tance of any offers, or during any construction, remodeling, or renovation work, the premises and the building or any parts thereof, upon reasonable and proper notice, shall be accessible for inspection by the Contracting Officer, or by architects, engineers,- or other technicians representing him, to determine whether the essential requirements of the solicitation or the lease requirements.are met. 8. IF MINIMUM NOT DELIVERED (APR 1984) If delivered space contains less than the minimum square foot- age, GSA may cancel the lease. If such cancellation occurs, GSA may exercise its legal rights including charging the Lessor and its surety the increased cost of providing replacement space. 9. DELIVERY AND CONDITION (APR 1984) Unless GSA elects to have the space occupied in increments, the space shall be delivered ready for occupancy as a complete unit. GSA reserves the right to determine when the space is ready to occupy. 10. TIME EXTENSIONS (APR 1984) The lease shall not be terminated nor the Lessor charged GSA FORM 3517 PAGE 1 (4-84) "., Lh reSU.i ,I ',arnage if (J',' e') b arise from unforeseeable causes beyond the control of the T~~~Ar and/or his contractors, su actors, suppliers, or another Government contractor. However, the Lessor must notify the Contracting Officer, in writing, of any delay within 10 days after it begins. The Contracting Officer shall ascertain the facts, determine the extent of the delay, and grant extensions when justified. His determination and fiodings shall be final and conclusive. 11. 552.270-9 - LESSOR'S SUCCESSORS (APR 1984) The terms and provisions of this lease and the conditions herein shall bind the Lessor and the Lessor's heirs, executors, administrators, successors, and assigns. 12. 552.270-10 - ALTERATIONS BY GOVERNMENT (APR 1984) The Government shall have the right during the existence of this lease to make alterations7 attach fixtures, and erect structures or signs in or upon the premises hereby leased, which fixtures, additions or structures so placed in, on, upon, or attached to the said premises shall be and remain the property of the Government and may be removed or otherwise disposed of by the Government. If the lease contemplates that the Government is the sole occupant of the building, for purposes of this paragraph, the leased premises shall include the land on which the building is sited and the ~uilding itself. Otherwise, the Government shall have the right to tie into or make any physical connec- tion with any structure located on the property as is reasonably necessary for appropriate utilization of the leased space. 13. 552.270-11 - ALTERATIONS BY LESSOR (APR 1984) (a) The Lessor may be requested to provide alterations subsequent to award. If the Lessor desires to perform the alterations, an amount will be negotiated and set forth in an amendment to this lease, by award letter, or on an appropriate construc- tion form. (b) Upon request by the Government, the Lessor will submit in a timely manner, an itemized cost proposal for the work to be accomplished. The proposal, including all subcontractor work, shall contain at least the ~ ..~ ".;.,. f oL., , ." (Jeta i (1) Material quantities and unit costs, (2) Labor cos (identified with specific item or material to be placed or operation to be performed), (3) Construction equipment costs, (4) Workman's com- pensation and public liability insurance, (5) Overhead, . (6) Profit, and (7) Employment taxes under FICA and FUTA. (c) Certain Federal Acqui- sition Regulation (FAR) provisions also apply to all alterations projects exceeding $500,000 in cost-- (1) The Lessor must provide cost or pricing data including subcontractor cost or pricing data (48 CFR 15.804-2), (2) The Lessor's represen- tative, all Contractors,. and subcontractors whose portion of the job exceeds $500,000 must sign and return the "Certificate of Current Cost or Pricing Data" (48 CFR 15.804-4), (3) The detailed and itemized proposal wilT be subject to a GSA audit (48 CFR 15.106-2), and (4) The agreement for "Price Reduction for Defective Cost or Pricing Data" must be signed and returned (48 CFR 15. 804-8) . (d) Lessors shall also refer to 48 CFR Part 31, Contract Cost Principles, for information on which costs are allowable, reasonable, and allocable in Government work. 14. TERMINATION FOR DEFAULT (APR 1984) If the Lessor fails to prosecute the work required to deliver the leased premises ready for occupancy by the Government agency with such diligence as will ensure delivery of the leased premises within the time required by the lease agreement, or any . extension of the specified time, or if the Lessor fails to complete said work within such time, GSA may, by written notice to the Lessor, terminate the lease agreement. Regardless of whether GSA FORM 3517 PAGE 2 (4-84} ~. -\;""'1,,'0, the lease is termIna~ed, the Lessor and his sureties shall be liable for any damage to the Government resulting from his failure to deliver the premises ready for occupancy within the specified time. 15. 552.270-8 - FAILURE IN PERFORMANCE (APR 1984) The covenant to'pay rent and the covenant to provide any service, utility, maintenance, or repair required under this lease are dependent. In the event of failure by the Lessor to provide any of these items, the Government may by contract or otherwise perform the service, mainte- nance, utility, or repair, and charge to the Lessor any cost incurred by the Government that is related to the per- formance of such service, maintenance etc., including any administrative costs, and deduct such cost from any rental payments. Alter~ately, the Government may reduce rental payments by the corresponding decrease in value of the contract requirement not performed, as determined by the Contracting Officer. These remedies are not exclusive and are in addition to any other remedies which may be available under this contract or in the law. 16. TERMINATION - ERRONEOUS REPRESENTATION CONCERNING FRIABLE ASBESTOS (APR 1984) The certification regarding friable asbestos contained in the representation and certification provision of this solicitation is a material representa- tion of fact upon which the Government relies when making award. If it is later determined that the certification was erroneous, in addition to other remedies available to the Government, the Government reserves the right to terminate any lease resulting from this solicitation. 17. 52.203-1 - OFFICIALS NOT TO BENEFIT (APR 1984) No member of or delegate to Congress, or resident commissio~er, shall be admitted to any share or part of this contract, or to any benefit arising from it. However, this clause does not apply to this contract to the extent that this contract is made with a corporation for the corporation's general benefit. 18. 52.203-3 - GRATUITIES (APR 1984) (a) The right of the Contractor to proceed may be terminated by written notice if, after notice and hearing, . . . th~ agency head or a desIgnee de- termines that the Contractor, its agent, or another representative- (1) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of the Government; and (2) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract. (b) The facts supporting this determination may be reviewed by any court having lawful juris- diction. (c) If this contract is terminated under paragraph (a) above, the Government is entitled- (1) To pursue the same remedies as in a breach of the contract; and (2) In addition to any other damages provided by law, to exemplary damages of hot..less than 3 nor more than 10 times the cost incurred by the Contractor in giving gratuities to the person concerned, as detertimed by the . agency head or a designee. (This subparagraph (c) (2) i& applicable only if this contract uses money appropriated to the Department of Defense. ) (d) The rights and remedies of the Government provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under this contract. 19. 52.203-5 - COVENANT AGAINST CONTINGENT FEES-DEVIATION (APR 1984) The Lessor warrants that no person or selling agency has been employed or retained to solicit or secure this lease upon an agree- ment or understanding for a commission, percentage,-brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Lessor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this lease without liability or in its discretion to deduct from the rental price or consider- ation, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. (Licensed real GSA FORM 3517 PAGE 3 (4-84) ,to 0- ,OKers listings-on property for rent, in accordance with qeneral business practice, and w~ e not obtained such licenses fu!. .."'" sole purpose of effecting this lease, may be considered as bona fide employees or agencies within the exception contained in this clause.) 20. 52.233-1 DISPUTES (APR 1984) (a) This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601-613) (the Act). (b) Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause. (c) "Claim," as Qsed 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. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the Contractor seeking the payment of money exceeding $50,000 is not a claim under the Act until certified as required by subparagraph (d) (2) below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time. (d) (1) A claim by the Contractor shall be made in writing and submitted to the Contracting Officer for a writ- ten decision. A claim by the Government against the Contractor shall be subject . to a written decision by the Contracting. Officer. (2) For Contrqctor claims exceeding $50,000, the Contractor shall submit with the claim a certification that- (i) The claim is made in good faith; (ii) Supporting data are ac- curate and complete to the best of the Contractor's knowledge and belief; and .' t::::.. \J.J. quested accurate1i lLLLccts the contract adjustment for which the Contractor believes t1 ernment is liable. . (3) (i) If the Contractor is an individual, the certification shall be executed by that indi- vidual. (ii) If the Contractor is not an individual, the certifi- cation shall be executed by- (A) A senior company official in charge at ~he Contractor's plant or location involved; or (B) An officer or general partner of the Contractor having overall responsibility for the conduct of the Contractor's affairs. (e) For Contractor claims of $50,000 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 $50,000, th~ COQtract- ing Officer must, within 60 days, decide the claim or notify the Contractor of the date by which the decision will be made. . (f) The Contracting Officer's decision shall be final unless the Contractor appeals or files a suit as provided in the Act. (g) The Government shall pay interest on the amount found due and unpaid from (1) the date the Contracting Officer receives the claim (properly certified if required), or (2) the date pay- ment otherwise would be due, if that date is later, until the date of payment. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the Treasury as provided in the Act, which is applicable .to the period during which the Contracting Offic~r receives the claim and then at the rate applicable for each 6-month period as fixed by the Treasury Secretary during the pendancy of the claim. (h) The Contractor shall proceed diligently with perfor- mance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the Contracting Officer. GSA FORM 3517 PAGE 4 (4.84) ~ .<. .... .' 2J.. PROGRESSIVE ---h--,NCY (APR 1984) GSA shall pay rent only when the entire premises or suitable units are ready for occupancy. If the agency occupies the space in partial increments, rent will accrue or be paid on a pro rata basis. Rental payments shall become due on the first workday of the month fol- lowing the month in which an increment of space is occupied, except that should an increment of space be occupied after the fifteenth day of the month, the payment due date shall be the first workday of the second month following the month in which it was occupied. The commencement date of the firm term shall be a composite determined from all dates of incremental occupancy. 22. MEASUREMENT FOR PAYMENT (APR 1984) When space is offered and accepted, the space will be.mutually measured upon delivery. Payment will be made on the basis of actual measurement; however, payment will not be made for delivered space which is in excess of the maximum square footage solicited. 23. 552.232-70 - PAYMENT DUE DATE - ALTERNATE VII (APR 1984) The initial monthly rental payment under this contract shall become due on the first workday of the month following the month in which the lease or supplemental agreement establishing commencement of the lease term is executed, or the first workday of the month following the month in which the occupancy of space is effective, whichever is later. Subsequent rent shall be paid in arrears, and will be due on the first workday of each successive month, and only as provided .for by the lease. 24. 552.232-71 - INTEREST ON OVERDUE PAYMENTS (APR 1984) (a) The Prompt Payment Act, Public Law 97-177 (96 Stat. 85, 31 U.S.C 1801) is applicable to payments under this contract and requires the payment to Contractors of interest on overdue payments and improperly taken discounts. (b) Determinations of interest due will be made in accordance with the provisions of the Prompt Payment Act and Office of Management and Budget Circular A-125. 25. 552.232-73 - METH PAYMENT (APR 1984) (a) Payments under this con- tract will be made either by check or by wire transfer through the Treasury Financial Communications System at the option of the Government. (b) The Contractor shall forward the following information in writing to the GSA'Contracting Officer not later than 7 days after receipt of notice of award. (1) Full name (where practicable), title, phone number, and complete mailing address of responsible official (s) (i) to whom check payments are to be sent, and (ii) who may be contacted concerning the bank account information requested below. (2) The following bank account information required to accomplish wire transfers: (i) Name, address~ and telegraphic abbreviation of the receiving financial institution. (il) Receiving financial institution's 9-digit American Bankers Assoqiation (ABA) identifying number for routing transfer of funds. (Provide this number only if the receiving financial institution has access to the Federal Reserve Communica- tions System.) (iii) Recipient's name and account number at the receiving financial institution to be credited with the funds. (iv) If the-receiving financial institution does not have access to the Federal Reserve Communications System, provide the name of the correspondent financial institution through which the receiving financial institution receives electronic funds transfer messages.. If a correspondent financial institu- tion is specified also provide: (A) Address and telegraphic abbreviation of the correspondent financial institu- tion. . (B) The correspon- dent financial institution's 9- digit ABA identifying number for routing transfer of funds. (c) Any changes to the infor- mation furnished under paragraph (b) of this clause shall be furnished to the Contracting Offi- GSA FORM 3517 PAGE 5 (4-84) cer in wrltlil<j at least 30 (jays before the effective date of the change. (d) The doc furnishing the information reqw.~__ in paragraphs (b) and (c) must be dated and contain the signature, title, and telephone number of the Contractor official authorized to provide it, as well as the Con- tractor's name and contract number. 26. 52.232-23 - ASSIGNMENT OF CLAIMS (APR 1984Y (a) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 203, 41 U.S.C. 15 (hereafter referred to as the "the Act"), may assign its rights to be paid amounts due or to become due as a result of the performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign its rig~t under the original assignment to any type of financing institution described in the preceding sentence. (b) Any assignment or reassign- ment authorized under the Act and this clause shall cover all unpaid amounts payable under this contract, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this contract. . (c) The Contractor shall not furnish or disclose to any assignee under this contract any cla~sified document (including thlS contract) or information related to work under this contract until the Contracting Officer authorizes such action in writing. 27. SUBSTITUTION OF TENANT AGENCY (APR 1984) GSA reserves the right to substitute any agency(ies) for the agency(ies) named in this solicita- tion at any time after the offer or during the term of the lease. 28. DISPLAY ADVERTISING (APR 1984) If the leased premises are solely for Government use, no advertising matter shall be constructed on or " p... over: '-0'" premise, , aut.:\J i~ed by the Contracting Officer. 29. 52.222-26 - EQUAL vuv"TUNITY (APR 1984) (a) If, during any l2-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcon- tracts that have an aggregate value in excess of $10,000, the Contractor shall comply with subparagraphs (b) (1) through (11) below. Upon request, the Contractor shall provide infor- mation necessary to determine the applicability of this clause. (b) While performing this contract, the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee or applican~ for employment because of race, ~ color, religion, sex, or national origin. (2) The Contractor shall take affirmative action to ensure that applicants are employed, and that empaoyees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall inClude, but not be limited to, (i) employment, (ii) upgrading, (iii) demotion, (iv) transfer, (v) recruitment or recruitment advertising, (vi) layoff or termination, (vii) rates of payor other forms of compensation, and (viii) selection for training, including appren- ticeship. (3) The Contractor shall post in conspicuous places avail- able to employees and applicants for employment the.notices to be provided by the Contracting Officer that explain this clause. (4) The Contractor shall, in all solicitations or advertise- ments for employees placed by or on behalf of the Contractor, state that all qualified applicants w~ll receive consideration for employ- ment without regard to race, color, religion, sex, or national origin. ~ GSA FORM 3517 PAGE 6 (4.84) (5) The actor shall send, to each labor union or repre- sentative 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' representa- tive of the Contractor's commitments under this clause, and post copies of the notice in conspicuous places available to employees and appli- cants for employment. (6) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regula- tions, and orders of the Secretary of Labor. (7) The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Se~retary of Labor. Standard Form 100 (EEO-l), or any successor form, is the prescribed form to be filed within 30 days fOllowing the award, unless filed within 12 months preceding the date of award. (8) The Contractor shall permit access to its books, records, and accounts by the contracting agency or the Office of Federal Contract Compliance Programs (OFCCP) for the purposes of investigation to ascertain the Contractor's compliance w~th the applicable rules, regulations, and orders. (9) If the OFCCP determines that the Contractor is not in compli- ance 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, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law. (10) The Contractor shall include the terms and conditions of subparagraph (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 as amended, so that these cermti and conditions will be binding upon each subcontractor or vendor. (11) The Contractor shall take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing these terms and conditions, in- cluding sanctions for noncompli- ance; provided, that if the Con- tractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Con- tractor may request the United States to enter into litigation to protect the interests of the United States. (c) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. 30. FINALITY OF ACCEPTANCE (APR 1984) The unconditional acceptance ~f an offer establishes a valid contract extending to the soli- citation, offer, and acceptance between the offeror and the Government. 31. 52.219-8 - UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (APR 1984) (a) It is the policy of the United States that small business concerns and small business concerns owned and controlled by socially and economically disad- vantaged individuals shall have the maximum practicable opportu- nity to participate in performing contracts let by a~y Federal agency. (b) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent con~istent with efficient contract perfor- mance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the united States Small Business Administration or -the awarding agency of the United States as may be necessary to determine the extent of the Contractor's GSA FORM 3517 PAGE 7 (4-84) compliance with this clause. (c) As use,. ';is contract, the term "small bu~ concern" shall mean a small business as defined pursuant to section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. The term "small business concern owned and controlled by socially and economically disadvantaged individ- uals" shall mean a s~all business concern-- (1) Which is at least 51 percent owned by one or more socially and economically disadvantaged individ- uals; or, in the case of any publicly owned business, at least 51 per centum of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (2) Whose management and daily business operations are controlled by one or more of such individuals. The Contractor shall presume that socially and economically disad- vantaged individuals include Black Americans, Hispanic Americans, Native Americans, ASian-Pacific Americans, Asian-Indian Americans and other minorities, or any other individual found to be disadvantaged by the Administration pursuant to section 8(a) of the Small Business Act. (d) Contractors acting in good faith may rely on written represen- tations by their subcontractors regarding their status as either a small business concern or a small business concern owned and controlled by socially and economically disadvan- taged individuals. 32. 52.215-1 - EXAMINATION OF RECORDS BY COMPTROLLER GENERAL (APR 1984) (a) This clause applies if this contract exceeds $10,000 and was entered into by negotiation. (b) The Comptroller General of the United States or a duly authorized representative from the General Ac- counting Office shall, until 3 years after final payment under this contract or for any shorter period specified in Federal Acquisition RegUlation (FAR) Subpart 4.7, Contractor Records Retention, have access to and the right to examine any of the Contractor's directly pertinent books, documents, papers, or other records involving transactions related to this contract. (c) The Contractor agrees to include in first-tier subcontracts under this contract a clause to the ~. . " ,effect that the Comptroller General or a duly aut ld representative from t"", ",c.leral Accounting Office shall, until 3 years after final payment under the subcontract or for any shorter periOd specified in FAR Subpart 4.7, have access to and the right to examine any of the subcon- tractor's directly pertinent books, documents, papers, or other records inVOlving transactions related to the subcontract. "Subcontract," as used in this clause, excludes (I) purchase orders not exceeding $10,000 and (2) subcontracts or purchase or- ders for public utility services at rates established to apply uni- formly to the pUblic, plus any applicable reasonable connection charge. . (d) The periOds of access and examination in paragraphs (b) and (c) above for records. relating to (I) appeals under the Disputes clause, (2) litigation or settle- ment of claims arising from the performance of this contract, or (3) costs and expenses of this contract to which the Comptroller General or a duly authorized representative from the General Accounting Office has taken exception shall continue until such appeals, litigation, claims, or exceptions are disposed of. 33. 52.219-13 - UTILIZATION OF WOMEN-OWNED SMALL BUSINESSES (APR 1984) (a) "Women-owned small busi- nesses," as used in this clause, means businesses that are at least 51 percent owned by women who are United States citizens and who also control and qperate the business. "Control," as used in this clause, means exercising the power to make policy decisions. "Operate," as used in this clause, means being actively involved in the day-to-day management of the business. (b) It is the policy of the United States that women-owned small businesses shall have the maximum practicable opportunity to participate in performing contracts awarded by any Federal agency. (c) The Contractor agrees to use its best efforts to give . GSA FORM 3517 PAGE 8 (4.84) /...--. \ ') wumen-owned smal nesses the maximum practicau~~ upportunity to participate in the subcon- tracts it awards to the fullest extent consistent with the efficient performance of its contract. 34. 552.215-70 - EXAMINATION OF RECORDS BY GSA (APR 1984) The Contractor agrees that the Administrator of General Services or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under this contract, or of the time periods for the particular records specified in Part 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, documents, papers, and records of the Contractor involving transactions related to this contract or compli- ance with any clauses thereunder. The Contractor further agrees to in- clude in all his subcontracts here- under a provision to the effect that the subcontractor agrees that the Administrator of General Services or any of his duly authorized represen- tatives shall, until the expiration of 3 years after final payment under the subcontract, or of the time periods for the particular records specified in Part 4.7 of the Federal Acquisition Regulation (48 CFR 4.7), whichever expires earlier, have access to and the right to examine any books, docu- ments, papers, and records of such subcontractor, involving transactions related to the subcontract or compli- ance with any clauses thereunder. The term "subcontract" as used in this clause excludes (a) purchase orders not exceeding ~10,000 and (b) subcontracts or purchase orders for public utility services at rates established for uniform applicability to the general public. 35. 552.209-72 - TERMINATION - ERRONEOUS REPRESENTATION CONCERNING CRIMES, DEBARMENTS, SUSPENSIONS, AND DEFAULTS (APR 1984) The certification regarding previous crimes, debarments, suspensions, and defaults contained in the representation and certifi- cation provision of this solicitation is a material representation of fact upon which the Government relies when ,~., "fl... ,- making award. If it er determined that the certification was erroneous, in addition to other remedies available to the Government, the Government re- serves the right to terminate for default any contract resulting from this solicitation. 36. 52.223-2 - CLEAN ~IR AND WATER (APR 1984) (a) "Air Act," as used in this clause, means the Clean Air Act (42 U.S.C. 7401 et seq.). "Clean air standards," as used in this clause means-- (1) Any enforceable rules, regulations, guidelines, standards, limitations, orders, controls, prohibitions, work prac- tices, or other requirements . contained in, issued under, or otherwise adopted under the Air Act or Executive Order ~1738; (2) An applicable imple- mentation plan as described in section 110(d) of the Air Act (42 U.S.C.7410(d)); (3) An approved imple- mentation procedure or plan under section III (c) or Section lll(d) of the Air Act (42 U.S.C. 7411(c) or (d)); or (4) An approved imple- mentation procedure under section 112(d) of the Air Act (42 U.S.C. 7412 (d) ) . "Clean water standards," as used in this clause, means any enforceable limitation, control, condition, prohibition, standard, or other requirement promulgated under the Water Act or contained in a permit issued to a discharger by the Environmental Protection Agency or by a State under an approved program, as authorized by section 402 of the. Water Act (33 U.S.C. 1342), or by local govern- ment to ensure compliance with pretreatment regulations as re- quired by section 307 of the Water Act ( 33 U. S . C . 131 7) . "Compliance," as used in this clause, means compliance with--. (1) Clean air or water standards; or (2) A schedule or plan ordered or approved by a court of competent jurisdiction, the Environmental Protection Agency, or an air or water pollution control agency under the require- ments of the Air Act or Water Act GSA FORM 3517 PAGE 9 (4-84) and related regulations. . "Facility," l 1 in this clause, means any buildir _ _ ~nt, installation, structure, mine, vessel or other floating craft, location, or site of operations, owned, leased, or supervised by a Con- tractor or subcontractor, used in the performance of a contract or subcontract. When a location or site of operations includes more than one building, plant, installation, or structure, the entire location or site shall be deemed a facility except when the Administrator, or a designee, of the Environmental Protection Agency, determines that inde- pendent facilities are collocated in one geographical area~ "Water Act," as used in this clause, means Clean Water Act (33 U.S.C. 1251 et seq.). (b) The Contractor agrees-- (1) To comply with all the requirements of section 114 of the Clean Air Act (42 U.S.C. 7414) and section 308 of the Clean Water Act (33 U.S.C. 1318) relating to inspection, monitoring, entry reports, and information, as well as other requirements specified in section 114 and section 308 of the Air Act and the Water Act, and all regulations and guidelines issued to implement those acts before the award of this contract; (2) That no portion of the work required by this prime contract will be performed in a facility listed on the Environmental Protection Agency List of Violating Facilities on the date when this contract was awarded unless and until the EPA eliminates the name " ~ ;"".\:-. ..... ~f the facility from the listing; - (3) To use be~r pfforts to comply with clean a ndards and clean water standaras a~ the facility in which the contract is being performed; and (4) . To insert the sub- stance of this clause into any nonexempt subcontract, including this subparagraph (b) (4). 37. 52.219-9 - SMALL BPSINESS AND SMALL DISADVANTAGED BUSINESS SUBCONTRACTING PLAN (a) This lease incorporates the clause at FAR 52.219-9 by reference. It has the same force and effect as if it were included in full text. (b) If the offeror indicates he is not a small business as defined in this lease, and the value of this lease over its fi~m term or for any option period exceeds $500,000, he will be required to execute an apceptable small. business subcontracting plan. Said subcontracting plan will be incorporated into the contract as a material part there- of. If the subcontracting plan is required for only the option period, it shall be executed and incorporated into the contract for the option period prior to exercise of the option. 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