Item 5d TSA Lease
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
lease, to inspect the leased premises and all other areas of the building to which access is
necessary to ensure a safe and health work environment for the Government tenants and the
Lessor’s 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 lease
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 the 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 operational.
4. Inthe event the Lessor fails to perform any service, to provide any item, or meet any requirement of
the 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 cost incurred for the service
or item, including administrative costs, from rental payments.
5. 552.203-5 - COVENANT AGAINST CONTINGENT FEES (FEB 1990)
(Applicable to leases which exceed $100,000.)
(a) The Contractor warrants that no person or agency has been employed or retained to solicit or
obtain this contract upon an agreement or understanding for a contingent fee, except a bona
fide employee or agency. For breach or violation of this warranty, the Government shall have
the right to annul this contract without liability or, in its discretion, to deduct from the contract
price consideration, or otherwise recover the full amount of the contingent fee.
(b) "Bona fide agency,” as used in this clause, means an established commercial or selling
agency (including licensed real estate agents or brokers), maintained by a Contractor for the
purpose of securing business, that neither exerts nor proposes to exert improper influence to
solicit or obtain Government contracts nor holds out as being able to obtain any Government
contract or contracts through improper influence.
"Bona fide employee as used in this clause, means a person, employed by a Contractor and
subject to the Contractor's supervision and control as to time, place, and manner of
performance, who neither exerts nor proposes to exert improper influence to solicit or obtain
Government contract or contracts through improper influence.
"Contingent fee" as used in this clause, means any commission, percentage, brokerage, or
other fee that is contingent upon the success that a person or concern has in securing a
Government contract.
"Improper influence,” as used’in this clause, means any influence that induces or tends to
induce a Government employee or officer to give consideration or to act regarding a
Government contract on any basis other than the merits of the matter. :
8. 552.203-70 - PRICE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (SEP 1999)
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(Applicable to leases over $100,000.)
(a) If the head of the contracting activity (HCA) or his or her designee determines that there was
a violation of subsection 27(a) of the Office of Federal Procurement Policy Act, as amended
(41 U.S.C. 423), as implemented in the Federal Acquisition Regulation, the Government, at
its election, may--
(1) Reduce the monthly rental under this lease by 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 amount of the alterations agreement; or
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(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 writen 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 submit in person, in writing, or through a
representative, information and argument in opposition to the proposed reduction. The
agency head or designee may, upon good cause shown, determine to deduct less than the
above amounts from payments. :
(c) The rights and remedies of the Government specified herein are not exclusive, and are in
addition to any other rights and remedies provided by law or under this lease.
52.209-6 - PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH
CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995)
(Applicable to leases over $25,000.)
(@) The Government suspends or debars Contractors to protect the Government's interest.
Contractors shall 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 uniess 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, suspended, 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 fromFederal Procurement and Nonprocurement Programs). The notice must include the
ollowing: :
a 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 Federal 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.
52.219-9 — SMALL BUSINESS SUBCONTRACTING PLAN (OCT 2000)
(Applies to leases which exceed $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 commercial item in
section 2.101 of the Federal Acquisition Regulation.
"Commercial plan” means a subcontracting plan (including goals) that covers the offeror's
fiscal year and that applies 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 plan” 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'splanned 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 that contains all the required elements of an
individualplan’ means a subcontracting plan contract plan, except goals, and may be incorporated into individual contract plans,
provided the master plan has been approved.
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LEGSOR GOVERNMENT GSA FORM 3517C PAGE 2 (9/01)
"Subcontract," means any agreement 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 performance of the contract or
subcontract.
(¢) The offeror, upon request the Officer, shall submit and negotiate a
subcontracting plan, where applicable, which separately addresses subcontracting with smallby
Contracting
business, veteran-owned small business, 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, HUBZone small business, small disadvantaged
business, and women-owned small business concerns, with a separate part 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 within the time
specified by the Contracting Officer. Failure to submit and negotiate the subcontracting 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 small business, veteran-owned small business, HUBZone small business,
small disadvantaged business, and women-owned small business concerns as
subcontractors. Service-disabled veteran-owned small business concerns meet the
definition of veteran-owned small business concerns, and offerors may include them
within the subcontracting plan goal for veteran-owned small business concerns. A
separate goal for service-disabied veteran-owned small business concerns is not
required. 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) Astatement of--
(0 Total 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;
iy Total dollars planned to be subcontracted to small business concemns;
ily Total dollars planned to be subcontracted to veteran-owned small business
concerns;
iv) Total dollars planned to be subcontracted to HUBZone small business concerns;
v) Total dollars planned to be subcontracted to small disadvantaged business
concerns; and
(vi) 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,
if) Veteran-owned small business concerns;
iif) HUBZone small business concerns;
iv) Small disadvantaged business concerns; and
(v) Women-owned small business concerns.
(4) Adescription of the method used to develop the subcontracting goals in paragraph (d)(1)of this clause.
(6) A description of the method used to identify potential sources for solicitation purposes
lists, the Procurement Marketing and Access Network
(PRO-Net)(€. existing company source of the Small Business Administration (SBA), veterans service
organizations, the National Minority Purchasing Council Vendor Information Service,
the Research and Information Division of the
in the Department of Commerce, or small, HUBZone,inority Business Development Agencysmall 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
small, HUBZone 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, assistance, counseling, or publicizing subcontracting
opportunities) in this clause. :
(8) A statement as to whether or not the offeror included 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;
il Veteran-owned small business concerns,
ii HUBZone small business concerns;
iii Small disadvantaged business concerns; and
(iv) Women-owned small business concerns.
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LESSORGas GOVERNMENT GSA FORM 3517C PAGE 3 (9/01)
(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, HUBZone small business, small disadvantaged and womenowned
small business concerns have an equitable opportunity to compete for
subcontracts.
(9) .
Assurances that the offeror will include the clause in this contract entitled “Utilization of
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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 public 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;
it Submit periodic reports so that the Government can determine the extent of
compliance by the offeror with the subcontracting pian, :
(i) Submit Standard Form (SF) 294, Subcontracting Report for Individual
Contracts, and/or SF 285, Summary Subcontract Report, in accordance with
paragraph (j) 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, 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
(iv) provided in agency regulations.nsure that its subcontractors agree to submit Standard Forms 294 and 295.
(11) A recitation of thelypes of records the offeror will maintain concerning procedures that
have been adopted to comply with the requirements and goals in the plan, includin
establishing source lists; and a description of the offerors efforts to locate small
business, 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 following (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, HUBZone small business, small disadvantaged
and women-owned small business concerns.
(i) Organizations contacted in an attempt to locate sources that are small business,
veteran-owned small business, HUBZone small business, small disadvantaged or
women-owned small business concerns.
(if) Records on each subcontract solicitation resuiting in an award of more than
$100,000, indicating ~ ,
(A) Whether small business concerns were solicited and if not, why not;
(B) Whether veteran-owned small business concerns were solicited and, if not,
why not;
(C) Whether HUBZone small business concerns were solicited and if not, why
not;
(D) Whether small disadvantaged business concerns were solicited and if not,
why not;
(E) Whetherwhy not; anwomen-owned small business concerns were solicited and if not, .
t) if applicable, the reason award was not made to a small business concern.
ecords of any outreach efforts to contact —
) Trade associations;
Business development organizations,
) Conferences and trade fairs to locate small, HUBZone small, small
disadvantaged, and women-owned small business sources;
) Veterans service organizations.
(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 requirement.
(e) In order to effectively implementthis plan to the extent consistent with efficient contract
performance, the Contractor shall perform the following functions:
(1) Assist small business, veteran-owned small business, HUBZone small business, small
disadvantaged and women-owned small business concerns by arranging solicitations,
time for the preparation of bids, quantities, specifications, and delivery schedules so as to
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LESSOR GOVERNMENT GSA FORM 3517C PAGE4(9/01)
facilitate the participation by such concerns. Where the Contractor's lists of potential
small, veteran-owned small business, HUBZone small business, small disadvantaged
and women-owned small business subcontractors are excessively long, reasonable
efforts 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, veteran-ownedCo
small business, HUBZone smail business, small disadvantaged and women-owned
small business concerns in all "make-or-buy" decisions.
(3) Counsel and discuss subcontracting opportunities with representatives of small, veteran-
owned small business, HUBZone small business, small disadvantaged 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 business, small disadvantagedorwomen-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 goals, may be incorporated by reference as a part of the
subcontracting plan required of the offeror by this clause; provided —
The master plan has been approved, :
}
2) The offeror ensures that the master plan isupdated as necessary and provides copies
of dhe approved master plan, including evidence of its approval, to the Contracting
icer; an
(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 pian shall relate to the offeror's planned subcontracting
generally, for both commercial and Government business, rather than solely to the
overnment 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.
(hy Prior compliance of the offeror with other such subcontracting plans under previous contracts
will be considered by the Contracting Officer in determining the responsibility of the offeror for
award of the contract.
(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 Concerns,” or
2) An approved pian required by this clause, shall be a material breach of the contract.
{) The Contractor shall submit the following reports:
(1) Standard Form 294, Subcontracting Report 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 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. [f the
reporting activity is covered by a commercial plan, the reporting activity must report
annually all subcontract awards under that plan. All reports submitted at the close of
each fiscal year (both individual and commercial plans) shall 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.
9. 52.219-16 — LIQUIDATED DAMAGES-SUBCONTRACTING PLAN (JAN 1999)
{Applicable to leases over $500,000.)
(a) Failure to make a good faith effort to comply with the subcontracting plan, as used in this
clause, means a willful or intentional 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.
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LESSOR GOVERNMENT GSA FORM 3517C PAGE 5 (9/01)
(b) Performance shall be measured by applying the percentage goals to the total actual
subcontracting dollars or, if a commercial plan is involved, to the pro rata share of actual
subcontracting dollars attributable to Government contracts coveredby the commercial plan. If,
at contract completion or, in the case of a commercial 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 Cificer 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," the
Contractor shall pay the Government liquidated damages in an amount stated. The amount of
probable damages attributable to the Contractor's failure to comply shall be an amount equal to
the actual dollar amount by which the Contractor failed to achieve each subcontract goal.
(c) 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. Failure 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 ContractingOfficer 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 plan.
The Contractor shall have the right of appeal, under the clause in this contract entitled Disputes,
from any final decision of the Contracting Officer.
(f) Liquidated damages shall be in addition to any other remedies that the Government may have.
10. 52.222-26 - EQUAL OPPORTUNITY (FEB 1999)
{Applicable to leases over $10,000.)
(a) 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
subparagraphs (b)(1) through (11) below. Upon request, the Contractor shall provide
information necessary to determine the applicability of this clause.
During performing this contract, the Contractor agrees as follows:
(1) The Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. However, it shail
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 CFR 60-1.5.he Contractor shall take affirmative action} ] to ensure the applicants are employed,}
and that employees 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 pay or other forms of compensation, and (viii
selection for training, includingapprenticeship.
(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 shall, in all 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.
(6) 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 clause, 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 amended, and by the rules, regulations, and orders of the
Secretary of Labor. Standard Form 100 (EEO-1), or any successor form, as
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LB3SOR GOVERNMENT GSA FORM 3517C PAGE 6 (9/01)
.
prescribed in 41 CFR part 60-1. Unless the Contractor has filed within the 12 months
preceding the date of contract award, 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
(8) The Cuntractor shall permit access to its premises, during normal business hours, by}
thecontracting 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, the rules, regulations, and orders of the Secretary of Labor, or as otherwise
rovided by law.
(10) The Contractor shall include the terms and conditions of subparagraph (b)(1) throughN
(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.
(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, 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.
(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.
11. 52.222-21 - PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
(a) “Segregated facilities,” as used in this clause, means any waiting rooms, work areas, rest
rooms and wash rooms, restaurants and other eating areas, 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 race, 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.
(b) 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
isissubject to the Equal Opportunity clause of this contract.
12. 52.222-35 - AFFIRMATIVE ACTION FOR DISABLED VETERANS AND VETERANS OF THE
VIETNAM ERA (APR 1998)
(a) Definitions.
All employment openings includes ail positions except executive and top management, those
ositions that will be filled from within the contractor's organization, and positions lasting 3 days or
ess. This term includes full-time employment, temporary employment of more than 3 days’
duration, and part-time employment.
Appropriate office of the State employment. service system means the local office of the
Federal-State national system of public employment offices with assigned responsibility to serve the
area where the employment opening is to be filled, including the District of Columbia, Guam, the
Commonwealth of Puerto Rico, and the Virgin Islands. :
Positions that will be filled from within the Contractor's organization means employment openings
for which no consideration will be given to persons outside the Contractor's organization (including
any affiliates, subsidiaries, and the parent companies) and includes any openings that the
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L OR GOVERNMENT GSA FORM 3517C PAGE 7 (9/01)
Contractor proposes to fill from regularly establish “recall” lists. The exception does not applyto a
particular opening once an employer decides to consider applicants outside of its organization.
Veteran of the Vietnam era means a person who--
(1) Served on active duty for a period of more than 180 days, any part of which occurred
between August 5, 1964, and May 7, 1975, and was discharged or released therefrom with
other than a dishonorable discharge; or
(2) Was discharged or released from active duty for a service-connected disability if any part of
such active duty was performed between August 5, 1964, and May 7, 1975.
(b} General.
(1) Regarding any position for which the employee or employment is
qualified, the Contractor shall not discriminate againstapplicant_forthe individual because the
individual is a disabled veteran or veteran of the Vietnam era. The Contractor agrees
to take affirmative action to employ, advance in employment, and otherwise treat
qualified disabled veterans and veteransofthe Vietnam era without discrimination
based upon their disability or veterans’ status in all employment practices such as--
(i) Employment;
i) Upgrading;
iil} Demotion or transfer,
iv) Recruitment;
(v) Advertising;
(vi) Layoff or termination;
vil) Rates of pay or other forms of compensation; and
vil} Selection for training, including apprenticeship.
(2) The Contractor agrees to comply with the rules, regulations, and relevant orders of the
Secretary of Labor (Secretary) issued under the Vietnam Era Veterans' Readjustment
Assistance Act of 1972 (the Act), as amended.
(c) Listing openings.
(1) The Contractor agrees to list all employment openings existing at contract award or
occurring during contract performance, at an appropriate office of the State
employment service system in the locality where the operting occurs. These openings
include those occurring at any contractor facility, including one not connected with
performing this contract. An independent corporate affiliate is exempt from this
requirement. }
(2) State and local government agencies holding Federal contracts of $10,000 or more
shall also list all employment openings with the appropriate office of the State
employment service.
} } -
(3) The listing of employment openings with the State employment service system is
required at least concurrently with using any other recruitment source or effort and
involves the obligations of placinga bona fide job order, including accepting referrals
of veterans and nonveterans. This listing 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.
(4) Whenever the Contractor becomescontractually bound to the listing terms of this
clause, it shall advise the State employment service system, 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 system, it need not advise the State system of subsequent contracts. The
Contractor may advise the State system when it is no longer bound by this contract clause.
(d) Applicability. This clause does not apply to the listing of employment openings which occur
and are filled outside the 50 states, the District of Columbia, the Commonwealth of Puerto
Rico, Guam, and the Virgin Islands.
(e) 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 disabled veterans and veterans of the
Vietnam era, and
(iy ~~ The rights of applicants and employees.
(2) These notices shall be posted in conspicuous places that are available to employees
and applicants for employment. They shail be in a form prescribed by the Deputy
Se
}
INITIALS: {= ~ &
S Wr7
LESSOR GOVERNMENT GSA FORM 3517C PAGE 8 (9/01)
Assistant Secretary for Federal Contract Compliance Programs, Department of Labor
Secretary), and provided by or through the Contracting Officer.
(3) (Deputy Assistanthe 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 emgloy, and advance in employment, qualified disabled veterans and veterans of
the Vietnam era.
(f) 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.
(3) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or
purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the
Secretary. The Contractor shall act as specified by the Deputy Assistant Secretary to enforce
the terms, including action for noncompliance. -
13. 52.222-36 - AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)
(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 applicant
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 all
employment practices such as--
(i) Recruitment, advertising, and job application procedures;
(i) ~~ Hiring, upgrading, promotion, award of tenure, demotion, transfer, layoff,
termination, right of return from layoff, and rehiring;
ft Rates of pay or any other form of compensation and changes in compensation;
(i Job assignments, job classifications, organizational structures, position
descriptions, lines of progression, and seniority lists;
tv Leaves of absence, sick leave, or any other leave;
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
(vii) Activities sponsored by the Contractor, including social or recreational
programs; and
ix) Any other term, condition, or privilege of employment.
(2) he Contractor agrees to comply with the rules, regulations, and relevant orders of the
Secretary of Labor (Secretary) issued under the Rehabilitation Act of 1973 (29 USC
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 shall be posted in conspicuous places that are available to employees
and applicants for employment. The Contractor shall 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 individual, or may lower the
posted notice so that it might be read by a person in a wheelchair). The notices shalle in a form prescribed by 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 shali 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.
(d) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or
urchase order in excess of $10,000 unless exempted by rules, regulations, or orders of the
~ INITIALS: VA
NN
LESSOR GOVERNMENTSmVy GSA FORM 3517C PAGE 8 (9/01)
Secretary. The Contractor shail act as specified by the Director to enforce the terms,
including action for noncompliance.
14. 52.222-37 - EMPLOYMENT REPORTS ON DISABLED VETERANS AND VETERANS OF THE
VIETNAM ERA (JAN 1999)
(Applicable to leases over $10,000.)
(@) Unless the Contractor is a State or local government agency, the Contractor shall report at
least annually, as required by the Secretary of Labor, on:
}
(1) The number of disabled veterans and the number of veterans of the Vietnam era in
the workforce of the contractor by job category and hiring location; and
(2) The total number of new employees hired during the period covered by the report, and
of that total, the number of special disabled veterans, and the number of veterans of
the Vietnam era. -
(b) The above items shall be reported by completing the form entitled "Federal Contractor
Veterans' Employment Report VETS-100."
(©) Reports shall be submitted no later than September 30 of each year beginning September
30, 1988.
(d) 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 the 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 during theperiod January through March
1 of the year the report is due, or (2) as of December 31, if the Contractor has previous
written approval from the Equal Employment Cppartunity Commission to do so for purposes
of submitting the Employer information Report EEO-1 (Standard Form 100).
(e) The count of veterans reported according to paragraph (a) of this clause shall be based on
voluntary disclosure. Each Contractor subject to the reporting requirements at 38 U.S.C.
4212 shall invite all special disabled veterans and veterans of the Vietnam era who wish to
benefit under the affirmative action program at 38 U.S.C. 4212 to identify themselves to the
Contractor. The invitation shall state that the information is voluntarily provided, that the
information will be kept confidential, that disclosure or refusal to provide the information will
not subect the applicant or employee to any adverse treatment, and that the information will
be usec only in accordance with the regulations promuigated under 38 U.S.C. 4212.
(f) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or
purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the ecretary.
15. 52.232-23 - ASSIGNMENT OF CLAIMS (JAN 1986)
(@) The Contractor, under the Assignment of Claims Act, as amended, 31 U.S.C. 3727, 41
U.S.C. 15 (hereafter referred to as “the Act"), 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 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.
(©) The Contractor shall not furnish or disclose to any assignee under this contract any classified
document (including this contract) or information related to work under this contract until the
Contracting Officer authorizes such in writing. :
16. 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.
Payment due date.
Re
(1) Rental payments. Rent shall be paid monthly in arrears and will be due on the first
workday of each month, and only as provided for by the lease.
INITIALS:
}
LESSOR : GOVERNMEN GSA FORM 3517C PAGE 10 (9/01)
(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.
(i) When the date for commencement of rent falls after the 15th day of the month,
the initial monthly rental payment under this contract shall become due on the
first workday of the second month following the month in which the
commencement of the rent is effective.
(2) Other payments. The due date for making payments other than rent shall be the later
of the following two events:
H The 30th day after the designated} billingin office has received a proper invoice
from the Contractor.
(ii) The 30th day after Government acceptance of the work or service. However, if
the designated billing office fails to annotate the invoice with the actual date of
receipt, the invoice payment due date shall be deemed to be the 30th day after
the Contractor's invoice is dated, provided a proper invoice is received and
there is no disagreement over quantity, quality, or Contractor compliance with
contract requirements.
(b) Invoice and inspection requirements for payments other than rent.
(1) The Contractor shall prepare and submit an invoice to the designated billing office
after completion of the work. A proper invoice shall include the following items:
i} Name and address of the Contractor.
il Invoice date.
iit Lease number.
iv) Government's order number or other authorization.
v) Description, price, and quantity of workor services delivered.
vi) Name and address of Contractor official to whom payment is to be sent (must
be the same as that in the remittance address in the lease or the order.)
(vii) Name (where practicable), title, phone number, and mailing address of person
to be notified in the event of a defective invoice.
(2) The Government will inspect and determine the acceptability of the work performed or
services delivered within 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 later, for the purpose of determining the
payment due date and calculation of interest, acceptance will be deemed to occur on
the fast 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 will be counted
beginning with receipt of a new invoice or notification. In either case, the Contractor is
not entitled to any payment or interest unless actual acceptance by the Government
occurs.
(c) Interest Penalty.
(1) An interest penalty shall be paid automatically by the Government, without request
from the Contractor, if payment is not made by the due date.
(2) The interest penalty shall be at the rate established by the Secretary of the Treasury
under Section 12 of the Contract Disputes Act of 1978 (41 U.S.C. 611) that is in effect
on the day after the due date. This rate is referred to as the "Renegotiation Board
interest Rate," and it is published in the Federal Register 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
: enalties of less than $1.00 need not be paid.
(4) nterest penalties are not required on payment delays due to disagreement between
the Government and Contractor over the payment amount or other issues involvin
contract compliance or on amounts temporarily withheld or retained in accordance wit
the terms of the contract. Claims involving disputes, and any interest that may be
payable, will be resolved in accordance with the clause at 52.233-1, Disputes.
17. 552.232-76 - ELECTRONIC FUNDS TRANSFER PAYMENT (SEP 1999) (Variation)
(a) The Government will make payments under this lease by electronic funds transfer (EFT).
After award, but no later than 30 days before the first payment, the Lessor shall designate a
financial institution for receipt of EFT payments, and shall submit this designation to the
Contracting Officer or other Government official, as directed.
(b) The Lessor shall provide the following information:
INITIALS: KN &
LESSOR GOVERNMENTJ YY GSA FORM 3517C PAGE11(9/01)
21) The lease number to which this notice applies. : oe
The American Bankers Association 8-digit identifying number for wire transfers of the
financing institution receiving payment if the institution has access to the Federal
Reserve Communications System.
(3) Number of account to which funds are to be deposited.
4) J . Type ctdepositor account ("C" for checking, "S" for savings)
If the Lessor
Form," SF 3881.Is a new enrollee to the EFT system, a completed "Payment Information
(c) In the event the Lessor, during the performance of this contract, elects to designate a
different financial institution for the receipt of any payment made using EF procedures,
notification of such change and the required information specified in (b), above must be
received by the appropriate Government official no later than 30 days prior to the date such
change is to become effective.
(d) The documents furnishing the information required in this clause must be dated and contain
the signature, title, and telephone number of the Lessor or an authorized representative
designated by the Lessor, as well as the Lessor's name and lease number.
(e) Lessor failure to properly designate a financial institution or to provide appropriate payee
bank account information may delay payments of amounts otherwise properly due.
18. 52.233-1 - DISPUTES (DEC 1998)
This Sontract is subject to the Contract Disputes act of 1978, as amended (41 U.S.C.
601-61
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. 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 $100,000 is not a claim under the Act until certified as requiredy subparagraph (D2) of this clause. 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, uniess 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.
2) (i) The Contractor shall provide the certification specified in paragraph (d)(2)(iii) of
this clause when submitting any claim exceeding$100,000.
(iy ~~ The certification requirement does not apply to issues in controversy that have
not been submitted as all or part of a claim.
(ify The certification shall state as follows: “| certify that the claim is made in good
faith; that the supporting data are accurate and complete 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 | am duly authorized to certify the claim on behalf of the Contractor.”
(3) The certification may be executed by any person duly authorized to bind the Contractor
with respect to the claim.
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
alternative disputes 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.
:
; -
INITIALS: a :
LESSOR GOVERNMENT) 71V1 GSA FORM 3517C PAGE12 (9/01)
(h) The Government shallpay 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
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.
resolutioni) The Contractor shall proceed diligently with performance of this contract, pending final
of any request for relief, claim, appeal, or action arising under the contract, and comply with any
decision of the Contracting Officer.
19. 52.215-10 - PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1997)
(Applies when cost or pricing data are required for work or service exceeding $500,000.)
(a) If any price, including profit or fee, 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 orpricing data that were not
complete, 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 complete, 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 subcontract, was less
than the prospective subcontract cost estimate submitted by the Contractor; provided, that
the actual subcontract price was not itself affected by defective cost or pricing data.
(c) (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.
(iy ~~ 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
icer.
(iil 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) (D) 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 that, 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 of’ date specified on its Certificate of Current Cost or Pricing
Data, and that the data were not submitted before such date.
(i) ~~ An offset shall not be allowed if--
(A) The understated data were known by the Contractor to be understated
before the “as of’ 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
| available data had been submitted before the “as of” date specified on its
Certificate of Current Cost or Pricing Data.
INITIALS: CIN & SV0
LESSOR GOVERNMENT GSA FORM 3517C PAGE 13 (9/01)
(d) 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 shall pay the United States at the time such overpayment isrepaid-- :
(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 theSecretary of the Treasury under 26 U.S.C. SERIO and
(2) A penalty equal to the amount of the overpayment, if the Contractor or subcontractor
knowingly submitted cost or pricing data that were incomplete, inaccurate, or
noncurrent.
20. 52.215-12 - SUBCONTRACTOR COST OR PRICING DATA (OCT 1997)
{Applies 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 15.4031 applies.
(b} The Contractor shall require the subcontractor to certify in substantially the form prescribed in
FAR 15.408-2 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.
(c) 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 submission of cost or pricing data for the subcontract; or
(2) he, substance of the clause at FAR 52.215-13, Subcontractor Cost or Pricing Data --
odifications.
LESSOR GOVERNMENT GSA FORM 3517C PAGE 14 (8/01)
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11/01/2002
INITIALS: ¥-° I & 2007
LESSOR GOVERNMENT
EXHIBIT A, Page 4 of 5
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11/01/2002
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GENERAL SERVICES ADMINISTRATION SUPPLEMENTAL AGREEMENT DATE
PUBLIC BUILDINGS SERVICE NO. 18
SUPPLEMENTAL LEASE AGREEMENT 0 LEASE NO.
GS-10B-06485
Address of Premises: SeaTac International Airport :
Port of Seattle, Main Terminal
17801 Pacific Highway South
Seattle, WA 98158
THIS AGREEMENT, made and entered into this date by and between The Port of Seattle,
whose address is: Port of Seattle
SeaTac Int'l Airport
Attention: Aviation Properties
17801 Pacific Highway S. Room A6012M
Seattle, WA 98158
hereinafter called the Lessor, and the UNITED STATES QF AMERICA, hereafter called the Government:
WHEREAS, the parties hereto desire to amend the above Lease,
NOW THEREFORE, these parties for the considerations hereinafter mentioned covenant and agree that the said Lease is
amended, effective November 1, 2007 , as follows:
Supplemental Lease Agreement (SLA) No. 18 is issued to: 1) expand block B by 2,037 RSF by adding rooms A4150BR and
C13140R 2) extend the term of the lease, 3) reduce Block C by 243 RSF by removing room A5051C for US Visit, reduce
Block D by 995 RSF and 4) state spaces MT6631M and MT6119M referenced in SLA 17 are under lease LWAQB976 and 5)
restate rent and entire square footage. Therefore, Part Il Paragraphs B Term and & 7 are deleted in their entirety and
replaced with similarly numbered paragraphs below.
Part 1] B,: TO HAVE AND TO HOLD the said premises with their appurtenances for the term commencing on December 23.
through October 10. 2008. Subject to termination rights in whole or in part upon 60 days notice effective anytime after
November 1, 2008. Provided the Government vacates the portion of the premises which the Government gives notice to
vacate. No rental shall accrue after the effective date of termination. Such notice shall be computed commencing with the
day after the date of mailing.
Block A: 7,815 RSF Block B for additional rooms: 2,037 RSF
Total square footage for Block A/B: 9,852 RSF
Section 7: Amount of annual rent for Block A : $763,212.90*
Amount of annual rent for Block B: $198,933.42*
*Total annual rent is $962,146.32. (Shell is $863,626.32 and Operating cost is $98,520.00). There are no escalations of
operating costs.
Please see exhibit “A” depicting the updated premises.
Please see exhibit “B” to see reconciliation of spaces.
Please see exhibit “C” for reconciliation for rent owed through April 30, 2009 to be paid lump sum in the amount of
$396,787.76.
All other terms and conditions of the lease shall remain in force and effect.
IN WITNESS WHEREOF, the parties subscribed their names as of the above date.
LESSOR The Port of Seattle,
BY
(Signature) (Title)
IN PRESENCE OF :
(Signature) (Address)
UNITED STATES OF AMERICA CONTRACTING OFFICER
GENERAL SERVICES ADMINISTRATION
BY
(Signature) (Official Title)
GSA Form 276 (Jul. 67)
Exhibit A, Page 1 of 12
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EXHIBIT B, Page 1 of1
General Services Administration
Transportation Security Administration
Lease space at SeaTac Airport
GS-10B-06485, Supplemental Lease Agreement #18
Rent Schedule effective : November 1, 2007
Date Date Rental Janitorial Total Rental :
Room# Name RSF Occupied Vacated Rate/RSF/YR Rate/RSF/YR Rate/RSF/YR Monthly Rent Annual Rent
Block A
B3038R Baggage Break Room*™* 2,211 4/1/2004 $ 87.66 $ 10.00 $ 97.66 $ 17,993.86 $215,926.26
A5062C So. STSO Office 350 10/1/2006 $ 87.66 $ 10.00 $ 97.66 $ 2,848.42 § 34,181.00
B5059C Current OPCEN 1,239 2/1/2003 $ 87.66 $ 10.00 $ 97.66 $ 10,083.40 $121,000.74
B5087C Mark &DB's Office 275 11/1/2004 $ 87.66 $ 10.00 $ 97.66 $ 2,238.04 $ 26,856.50
B3106R BAT Room 930 4/1/2005 $ 87.66 $ 10.00 $ 97.66 $ 7,568.65 $ 90,823.80
MT5532T N. Break Room 1,488 12/1/2002 $ 87.66 $ 10.00 §$ 97.66 $ 12,109.84 $ 145,318.08
MT5159T CTE Locker Room 224 10/1/2006 $ 87.66 $ 10.00 $ 97.66 $ 1,822.99 $ 21,875.84
S1125TR FIS Break Room 166 10/1/2006 $ 87.66 $ 10.00 $ 9766 $ 1,350.96 $ 16,211.56
MT6031M Former FAA 664 11/1/2002 $ 87.66 $ 10.00 $ 97.66 $ 5,403.85 $ 64,846.24
MT6027M Addition to Former FAA 268 7/1/2003 $ 87.66 $ 10.00 $ 97.66 $ 2,181.07 $ 26,172.88
$ 63,601.08 $763,212.90
[Block B Rooms Being Added |
42
$ 16,577.78 $198,933.42
|Block C Room Being Vacated
A5051C US VISIT* 243 3/15/2005 1/25/2008 $ 74.25 $ 74.25
|Block D Room Being Vacated
A5016C/A5014C 995 10/1/2006 10/10/2008 $ 7425 $ 9.13 $ 83.38
: INITIALS: &
**change in square footage LESSOR GOVERNMENT
Exhibit C, Page 1 of 2
GS-10B-06485 overpayment for vacated space through 4/30/09
Location vacated Date vacated Months vacant RSF Rate per RSF Annual rent Monthly rent Overpayment
|Block C
A5051C U 8SVISIT 1/25/2008 15.193548 243 §$ 7425 $ 18,042.75 $ 1,503.56 $ 22,844.45
|BlockD
A5016C/A5014C 10/10/2008 6.6774193 995 § 83.38 $ 82,963.10 $ 6,913.59 $ 46,164.95
Total Overpayment $ 69,009.40
(GS-10B-06485 Underpayment for occupied space through 4/30/09
Location occupied Date occupied Months occupied RSF Rate per RSF Annual rent Monthly rent Underpayment
|BlockB
C13140R 11/1/2007 18 889 $ 97.66 $ 86,819.74 $§ 7,234.97 $ 130,229.46
A4150BR 11/1/2007 18 1148 § 97.66 $112,113.68 $ 9,342.80 $ 168,170.40
Underpayment $ 298,399.86
INITIALS: -&
LESSOR GOVERNMENT
Exhibit C, Page 2 of 2
GS-10B-06485 underpayment for rate changed for period of 11/1/07 to 4/30/09
Total
Rental Rental
Rate/RSF Janitorial Rate/RSF/
Room # Name RSF YR Rate/RSF/YR YR Monthly Rent Annual Rent 11/1/07-4/30/09
|Block A
B3038R Baggage Break Room™** 2,211 LNA 13.41 $ 0.87 $ 1428 $ 2631.09 $ 31,573.08 $ 47,359.62
A5062C So. STSO Office 350 13.41 $ 087 $§ 1428 § 416.50 $§ 4,998.00 $ 7,497.00
B5059C Current OPCEN 1,239 13.41 $ 087 $ 1428 $ 147441 $§ 17,692.92 $ 26,539.38
B5087C Mark & DB's Office 275 13.41 3 087 $ 1428 §$ 327.25 $ 3,927.00 $ 5,890.50
B3106R BAT Room 930 13.41 $ 087 $ 1428
DORR $ 1,106.70 $ 13,280.40 $ 19,920.60
MT5532T N. Break Room 1488 13.41 $ 087 $ 1428 $ 1,770.72 § 21,248.64 $ 31,872.96
MT5159T CTE Locker Room 224 13.41 3 087 $ 1428 § 266.56 $§ 3,198.72 $ 4,798.08
S1125TR FIS Break Room 166 13.41 $ 0.87 $ 14.28 $ 197.54 $§ 2,370.48 $ 3,555.72
MT6031M Former FAA 664 13.41 $ 0.87 § 1428 § 790.16 § 9,481.92 $ 14,222.88
MT6027M Addition to Former FAA 268 Gh 13.41 $ 087 $ 1428 §$ 318.92 § 3,827.04 $ 5,740.56
§
Underpayment $ 167,397.30
Total Underpayment $ 465,797.16
Total Overpayment $ (69,009.40)
Total Owed to lessor $ 396,787.76
INITIALS: &
LESSOR GOVERNMENT
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