HomeMy WebLinkAboutR-87-0746J-87-675
7/23/87
RESOLUTION NO. 87.... 4-16
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE, A LEASE AGREEMENT, IN A FORM
ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE
UNITED STATES OF AMERICA AND THE CITY OF
MIAMI SETTING FORTH THE TERMS AND CONDITIONS
FOR THE CITY TO CONSTRUCT AND LEASE TO THE
UNITED STATES OF AMERICA AN APPROXIMATELY
250,000 SQ. FT. BUILDING TO HOUSE THE U. S.
ATTORNEY'S OFFICE AND OTHER FEDERAL LAW
ENFORCEMENT AGENCIES IN MIAMI TO BE LOCATED
ON A REAL PROPERTY SITE OWNED OR TO BE
ACQUIRED BY THE CITY BETWEEN NE 4TH AND 5TH
STREETS AND NE 1ST AND MIAMI AVENUES FOR A
PERIOD NOT TO EXCEED THIRTY YEARS WITH
RENEWAL OPTIONS BY THE UNITED STATES OF
AMERICA; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on October 29, 1986, the United States of. America,
acting by and through General Services Administration, and the
City of Miami entered into a Memorandum of Understanding
expressing their intent to enter into negotiations for the City
to construct and lease to the United States of America, a
building to house the U. S. Attorney's Office and other Federal
law enforcement agencies in Miami; and
WHEREAS, the proposed 250,000 sq. ft. building is to be
located on a property site owned or to be acquired by the City
between NE 4th and 5th Streets and NE 1st and Miami Avenues; and
WHEREAS, the lease term shall be for a period not to exceed
thirty years with renewal options by the United States of
America; and
WHEREAS, the parties have agreed that the amount of the
lease payments will be a negotiated figure calculated to
reimburse the City all expenses while providing the United States
of America a suitable space at a reasonable price in the shortest
period of time possible; and
WHEREAS, the United States of America and the City of Miami
have negotiated in good faith the terms and conditions of a lease
agreement for the City to construct a building for lease to the
United States of America;
CITY COMMISSION
MEETING OF
JUL `?•; III -it
RESOLUTION No. 87` `46'
REMARKS:
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
Section 1. The City Manager is hereby authorized to
execute a lease agreement, in a form acceptable to the City
Attorney, between the United States of. America and the City of
Miami setting forth the terms and conditions for the City to
construct and lease to the United States of America an
approximately 250,000 sq. ft. buildinq to house the U. S.
Attorney's Office and other Federal law enforcement agencies in
Miami to be located on a real property site owned or to be
acquired by the City between NE 4th and 5th Streets and NE 1st
and Miami Avenues (the "Building") for a period not to exceed
thirty years with renewal options by the United States of.
America.
Section 2. A building permit for the Building shall be
issued within fifteen (15) months from July 23, 1987, or the
lease agreement with the United States of America may be
terminated by the City Commission and the City shall be
reimbursed by the United States of America for all of its out of
pocket expenses.
Section 3. This resolution shall be effective seven (7)
days from its approval provided that the City Commission does not
raise any questions concerning the lease agreement within such 7
days. In the event that the Mayor or a Commissioner raises any
questions concerning the lease agreement, the City Manager is not
authorized to execute the lease agreement and this matter shall
be brought back to the City Commission for further consideration.
PASSED AND ADOPTED this 23rd day of July ,,r1987.
ATTEST:
J.sue---�
MTYHIRAI
CITY CLERK
r
VIER L. SqA Z,
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APPROVED BY:
IST RGE"
ASSISTAN CITY ATTORNEY
i
APPROV9"s/pL FORM AND CORRECTNESS:
LgC.IA A. I -DOUG
CITY ATTORNEY
CGK/rd/M494
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a f 25
t&
CITY OF MIAMt. FLORIDA `
IN rtftaOFFICE MEMORANDUM
to. Honorable Mayor and Members
of the City Comm si
PROM: Cesar H. Odio
City -Manager
RECOMMENDATION:
DAM June 30, 1987 ""LEGS A. 460. 01
SU9JtCT Resolution Authorizing Execution
of Lease Agreement with U.S. GSA
REFERENCES: For City Commission Meeting of
July 9, 1987
ENCLOSURES: Resolution, Draft Lease
Agreement
It is respectfully recommended that the City Commission adopt the
attached Resolution authorizing the City Manager to execute a Lease
Agreement, in a form acceptable to the City Attorney, between the
United States of America and the City setting forth the terms and
conditions for the City to construct and lease to the United States
of America a 250,000 sq.ft. building to house the U.S. Attorney's
Office and other Federal law eniorcemc.,t agencies in Miami.
BACKGROUND:
The Department of Development has negotiated in good faith with the
United States of America, General Services Administration, the
proposed terms and conditions of a Draft Lease Agreement for a
Federal building in Miami.
On October 29, 1986, the United States of America, General Services
Administration, and the City of Miami entered into a Memorandum of
Understanding expressing their intent to enter into negotiations for
the City to construct and lease to the United States of America a
building to house the U.S. Attorney's Office and other Federal law
enforcement agencies.
The proposed 250,000 sq.ft. building is to be located on a site to be
acquired by the City between NE 4th and 5th Streets and NE 1st and
Miami Avenues. The proposed lease term shall be for a period not to
exceed thirty years with renewal options of twenty years each. The
rental payments shall be in an amount calculated to reimburse the
City for all expenses and costs associated with the project,
including appraisal fees, land acquisition, construction and
financing.
It is the City's intent to implement this project as a Unified
Development Project (UDP) as defined in the City Charter and Code.
-- -- - ---- -
f f)RAFT
LEASE AGREEMENT
Between
THE CITY OF MIAMI
and
GENERAL SERVICES ADMINISTRATION (GSA)
OF TEE
UNITED STATES OF AMERICA
DRAFT OF 7/23/87
Revising Draft of 7/17/87
87 -746
Introduction................................I
1.1
Definitions.................................2
2.1
initial Term .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. 6
2.2
Renewal Terms...............................6
2.3
Option to Purchase ...........................6
2.4
Redelivery of the Project Land...............8
2.5
Construction Documents ......................7
2.6
Recitals....................................8
3.1
Annual Rental...............................8
3.2
Additional Rent .............................8
3.3
Ad Valorem Taxation .........................9
4.1
Three Step Plan .............................9
4.2
Standards of Performance ...................10
5.1
STEP 1 - FINANCING General .................10
5.2
Method. Implementation. and Procedures .....11
a. Financial Advisor to City..............11
b. Underwriting Services..................11
o. Bond Counsel ...........................12
6.1
STEP 2 - SITE ACQUISITION General ..........12
8.2
Appraisal Fees .............................12
6.3
Title......................................13
8.4
Site Acquisition by Condemnation ...........13
6.5
Governmental Purpose .......................14
6.6
Additional Improvements ....................14
7.1
STEP 3 - PROJECT DEVELOPMENT - General .....14
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112
Government Approvals .......................15
7.3
Changes In The Work ........................is
7.4
Construotion Completion Date................18
7.6
Special Requirements .......................17
7.6
Government Representative ..................17
8.1
Government Default ..........................18
a. Failure Payment of Money...............18
b. Failure-Performanoe of Other Covenants.18
o. Remedies for Government Default ........ 19
8.2
City Default................................19
a. Failure Performance of Covenants ....... 20
b. Remedies for City Default..............20
8.3
Exclusive Remedies ..........................21
8.4
Project Cost Overrun Default................21
9.1
Insurance...................................22
9.2
Comprehensive General Liability Insurance ...
24
9.3
Casualty Insurance ..........................25
10.1
Anti -Deficient Act..........................25
10.2
Governmental Purposes .......................26
10.3
Government Approval .........................26
10.4
Approval and Consent ........................26
10.E
Force Majeure...............................26
10.6
Governing Law...............................27
10.7
Severability................................27
10.8
Quiet Enjoyment by Government...............28
10.9
Repair, Maintenance, and Replacement ........
28
11.1
Method and Addresses ........................29
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87-746
WTAXI
THIS LEASE AGREEMENT
LEASE AGREEMENT
entered into this
day
of
198'Y b
and between the City
of Miami,
a
, t y
municipal corporation of the State of Florida, hereinafter
referred to as (*CITY" or "LESSOR"), and the United States of
America, acting by and through the General Services
Administration, its agency, in accord with 40 U.S.C. 0751 et.
seq., 40 U.S.C. 490(h) and Public Law 99-591, hereinafter
referred to as ("GOVERNMENT" or "LESSEE").
w I T N s s s R T H:
WHEREAS, pursuant to Public Law 99-591 adopted October 30,
1986, the GOVERNMENT is authorized to acquire a building
constructed or acquired by or on behalf of the State of Florida
or a political subdivision thereof by lease in Miami, Florida;
and
WHEREAS, the CITY has determined that it would be
advantageous to the CITY to enhance the offices of the United
States Courts, United States Attorney, and other federal agencies
in the CITY; and
WHEREAS, on October 29, 1986, the GOVERNMENT, acting by and
through the General Services Administration, and•the CITY, acting
by and through the City Manager, entered into a Memorandum of
Understanding expressing their intent to enter into negotiations
for the CITY to construct and lease to the GOVERNMENT, a building
to house the United States Attorney's Office and other Federal
law enforcement agencies in Miami; and
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87-746
,
WHEREAS, the parties have agreed that the amount of lease
payment will be a negotiated figure oaloulated to reimburse the
CITY all direot and indireot expenses while providing the
GOVERNMENT with suitable spade to house its law enforoement
agenoies at a reasonable prioe in the shortest period of time
possible; and
WHEREAS, pursuant to City Commission Resolution No. .
the City Manager was authorized to negotiate and exeoute a Lease
Agreement with the GOVERNMENT for the aoquisition, development,
oonstruotion and operation of an offioe building in the CITY OF
MIAMI;
NOW THEREFORE, in oonsideration of the mutual oovenants set
forth herein and other good and valuable oonsideration reoeipt of
whioh is hereby aoknowledged the parties hereto agree as follows:
I
All terms defined in any part of this Agreement
shall have the same meaning throughout this Agreement.
The following terms shall have the meanings set forth
opposite suoh terms, or in the speoifted provisions of
this Agreement:
Additional Rent - See Seotion 3.2.
Agreement or Lease or Instrument - This Lease
Agreement, as the same may be modified or amended from
time to time.
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Annual Rental - See Section 3.1.
%oIId. - CITY OF MIAMI taxable Revenue Bonds, (in the
amount of thirty million dollars ($30,000,000) (or such
other amount as agreed upon by the Parties) that may be
issued at some later date.
A building of approximately 250,000
square feet to house the United States Attorney's
Office, the United States Courts and other federal
agencies.
Certificate of Occupancy - The certificate to be
granted by the CITY upon completion of all Development
Work and Construction Work in accordance with the
construction Documents and the satisfaction of all
Legal Requirements of such certificate for the Building
enabling the Building to be utilized for the purposes
set forth in this Agreement.
Commenoement Date - The effective date when this
initial thirty (30) year term begins is when the CITY
issues a Certificate of Occupancy and the GOVERNMENT
approves the substantially completed construction of
the leased space.
Construction Documents - See Section 2:5.
Construction Work - Supply the construction and
installation on the Project Land of all materials,
supplies, equipment, tools, labor, supervision,
utilities, transportation and other materials and
services to complete the construction in substantial
compliance with the Construction Documents.
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87-746
Developer - In the event the CITY and GOVERNMENT
determine to use the CITY's "Unified Development
Project" process, Developer is defined as the
successful proposer.
Development work- All work performed by Developer
under the "Unified Development Project" process.
Replacement and Repair 8xpenses - See Section 10.9.
Ynitial Term - See Section 2.1.
Legal Recuirements - The laws, rules and regulations of
the United States of America, State of Florida and all
other governmental bodies having jurisdiction over the
Building or the Project Land, or any part thereof that
are in effeot on the date of execution and as may be
subsequently amended, modified or adopted from time to
time by due governmental process.
Project - All matters described below including but not
limited to the Work and other work performed and to be
performed by CITY, DEVELOPER, or LESSEE or on behalf of
the LESSEE: (i) Development Work, (ii) Construction
Work, (iii) acquisition of, and site work on, the
Project Land, and (iv) all other matters reasonably
incidental to development, and construction of the
Building.
Project Costs - All costs incurred by or on behalf of
the CITY or its designee's, or Developer, or
Contractor, or GOVERNMENT in performance of their
respective obligations under this Lease.
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Project Gost_Overrun = Any project Cost which exceeds
thirty million dollars ($30,000,000), for any reason
whatsoever, for Development Work, Construction Work or
any changes in the Work, including but not limited to
any costs directly or indirectly paid or incurred by
the CITY in fulfilling it's obligations hereunder,
delays, force majeure or any reason whatsoever caused
by act or omission of the GOVERNMENT or the CITY
(including any negligent sots of the CITY). The
GOVERNMENT shall be solely responsible for the Project
Costs in excess of $30.000,000.
Project Land - The Project Land is located in Miami,
Florida and is comprised of 12 lots of Block 78 N,
located between Northeast 4th and Sth Streets and
Northeast lot Avenue and Miami Avenue, more
particularly described on Exhibit "A", as attached.
Renewal Terms - See Section 2.2.
Term - Initial Term and Renewal Terms, if applicable,
as set forth in Section 2.
Work - Development Work, and Construction Work together
with all other obligations of CITY, DEVELOPER, or
CONTRACTOR under this Lease or any •other agreement
entered into in the acquisition, development, and
construction of the Project Land and/or the Building.
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87-746
1, 1
GHNM&" THUS AND CONDITIONS
2.l Initial Term
The Initial Term of this Lease shall be for thirty
30) years beginning on the commencement Date (the
"Initial Term*).
2.2 Renewal Terma
The GOVERNMENT has two (2) options to renew this
Lease after the Initial Term. Each renewal option
shall be for a period of twenty (20) years and may be
exercised by the GOVERNMENT giving notice in writing to
the CITY not less than one (1) year prior to expiration
of the Initial Term or the first or second renewal
period as applicable. In the event the GOVERNMENT
exercises an option to renew, the GOVERNMENT shall pay
the CITY no further rent or other payment except the
actual and reasonable costs including liability
insurance. At the end -of the Initial Term and any time
during the renewal term, the GOVERNMENT has an option
to receive a Quit Claim Deed in fee simple title to the
premises from the CITY in consideration for One Hundred
Dollars ($100.00).
2.3 OQtion to Purchase
Purchase
The GOVERNMENT will have the right at any time to
assume outstanding indebtedness incurred by the CITY
and to reimburse the CITY the outstanding unamortized
expenses the CITY has incurred in acquiring and
87-746
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providing the Project Land, the Building and any
improvements related thereto leased to the GOVERNMENT.
in consideration of such assumption and reimbursement,
the CITY shall execute and deliver a fee simple title
to the land and improvements by Quit Claim Deed to the
United States. This option shall be assignable by the
United States provided that the GOVERNMENT shall
nevertheless remain liable to the CITY.
Subject to the GOVERNMENT's right to purchase the
Building and the Project Land, the GOVERNMENT at the
expiration of this Lease shall peaceably and quietly
quit and surrender to the CITY, the Building and
Project Land, in good order and condition.
For the purpose of this Lease, Construction
Documents shall consist of final working drawings and
specifications including (without limitation) the
following information:
a. Definitive site plans and specifications,
b. Definitive architectural drawings and
specifications,
o. Definitive foundation and structural drawings and
specifications,
d. Definitive electrical and mechanical drawings
specifications, and
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e. Final drawings and speoifioations for all LESSEE
improvements.
2.6 tQer±i .a.1
The parties represent, warrant and covenant that
the foregoing recitals are accurate, which recitals are
incorporated herein by reference.
III
EW
3.1 Annual Rental
The rental payments for the Initial Term shall be
in an amount calculated to reimburse the CITY all its
actual costs, including but not limited to, CITY's
financing, acquisition, design, development,
construction, and other Project Costs (including fees
and expenses), provided that such expenses have been
approved by GOVERNMENT, amortized over the Initial
Term. The annual rental shall be paid monthly in
arrears in equal monthly installments.
3.2 Additional Rent
The rental payment for the Initial Term and the
Renewal Terms shall be in an amount calculated to pay
for the cost of insurance premiums, and to reimburse
the CITY for any other expenses which the CITY has
incurred provided that such expenses have been approved
by GOVERNMENT.
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0.1 a
Ad Valorem Taxation
Neither Land, nor improvements, nor the lease
shall be subject to CITY ad valorem real estate taxes
nor City personal property taxation. In the event, a
tau is levied on this lease and/or the real and/or
personal property by an entity outside the control of
the CITY, the GOVERnEXT will assume all costs to
defend against or pay such taxes. The CITY will not
assume any tau liability relating to the Project Land
Building and the Lease.
IV
DESCRIPTION OF THE WORg
4.1 Three Ste_, Plan
The CITY and the GOVERNMENT agree that subject to
the terms of this Lease, the CITY will enter into a
Three Step Plan to: (1) provide financing for this
undertaking (2) acquire a site and (3) prooure a
development of the site to include plans,
specification, site preparations and construction of
not more than 250,000 square feet of space for the
housing of the United States Court, United States
Attorney, Federal Law Enforcement Agencies and/or such
other Federal Governmental activities as the LESSEE
shall deem appropriate.
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4. Standarda of Performance
The Parties acknowledge that they are Trustees for
the Citizens of Miami and of the united States and as
such. the Parties are responsible to see that sound and
honest business decisions are made, and that cost
controls are exercised in planning and decision making.
The Parties are determined that Federal, State and
Local Laws will be met in all matters under this Lease.
V
5.1 Cpnernl
The plan, method and all aspects of the financing
arrangements to be used by the CITY to acquire the
property and construct the Building shall include but
not be limited to any and all aspects of the use of
taxable municipal revenue bonds or private funding and
shall include all costs of financing such as brokerage
fees, spreads, attorney and other fees. All financing
associated with this project will be made through the
competitive process.
The CITY and the GOVERNMENT mayagree that the
entire project be financed through the issuance of CITY
of Miami taxable revenue bonds in which case, payment
of principal and interest (debt service) would rely
solely on the rental payments of the GOVERNMENT, or if
the United States exercises its option to purchase,
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then the united States will assume bond payments and
will reimburse the CITY the outstanding unamortized
expenses. The CITY by this Agreement in no way pledges
any revenue or asset of the CITY other than rental
payments by the GOVERNMENT. Bond holders will rely
solely on the timely payment of said rental for
retirement of the bonds.
The parties agree that each has vital interests in
the methods used. implementation of procedures to
obtain funds necessary to carry out this project and
the payments of expenses. All matters having to do
with the financing of this project shall be subject to
the prior written approval by the GOVERNMENT.
a. Financial Advisor to CITY
The Parties agree that full competition will
be or has been made in acquiring the services of a
financial advisor to the CITY. Such selection
will be based upon the fee charged and the quality
of the services. The advisor in this capacity
will prepare the bond document and arrange the
marketing for the Bonds.
s-_
The Parties agree that full competition will
be
made by the
CITY
in acquiring the services of
an
underwriter.
Such
selection will be based upon
the fee charged (points) and the interest rate.
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a a
The parties agree that full competition will
be or has been made in acquiring the services of
pond Counsel. Such selection will be (was) based
upon fee, quality of service, expenses, and other
aooeptable industry criteria.
VI
6.1 r-eneral
All matters having to do with the location and
acquisition of the Project Land shall be subject to the
prior written approval of the GOVERNMENT, and such
matters shall include but not limited to, the prices to
be paid for parcels, selection of and the amount of the
fee, if any, to be paid to an appraiser, and prior
approval of each title and deed. In any event, the
CITY will negotiate or if necessary through
oondemnation acquire the Project Land and associated
real property rights necessary for the accomplishment
of this Project.
the CITY incurs appraisal fees or expenses for
appraisal(s) of a site seleoted by the GOVERNMENT, and
if the GOVERNMENT has approved in writing the
appraiser(s) selected and the amount(s) of such fees or
expenses, the GOVERNMENT shall reimburse the CITY for
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said fees or expenses. The GOVERNMENT shall reimburse
the CITY for said fees or expenses notwithstanding the
fact that said fees or expenses were incurred prior to
the date on which the Lease is executed.
6.3 TSls
The title to be acquired by the CITY to the
Project Land selected shall be a fee simple title with
only such exoeptions, if any, as shall be approved by
the GOVERNMENT.
6.4 Site Acquisition by Condemnation
In the event that it is necessary for the CITY to
acquire the Project Land through condemnation, then
GOVERNMENT agrees to pay CITY any and all costs
associated with such condemnation proceedings including
but not limited to attorney's fees, expert fees and
court costs.
If the CITY is unable to acquire the entire
Project Land then the GOVERNMENT, upon thirty (30) days
written notice from the CITY that acquisition of the
entire Project Land is impossible, shall reimburse the
CITY, within thirty (30) days of such written notice,
for the costs and expenses, including but not limited
to the cost of the land, relating to any parcel of the
Project Land, if any, acquired by the CITY and any and
all costs relating to the attempted acquisition of the
Project Land or any parcel of the Project Land and the
CITY shall convey said Project Land to the GOVERNMENT.
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87-746
6.5 Governmental.Puruone
The CITY has determined that a governmental
purpose of the CITY will be served by the fulfillment
of this Lease, and in particular by the acquisition of
the selection site.
6.6 Additional_._Improvements
The CITY will give the GOVERNMENT the right at all
times during this Term to add any more buildings or
other improvements on the Project Land at the expense
of the GOVERNMENT and will forthwith convey such real
property to the GOVERNMENT, without further costs of
site acquisition to the GOVERNMENT in the event the
GOVERNMENT exercises this right provided that the
GOVERNMENT reimburses CITY for any and all costs and
expenses related thereto.
VII
7.1 Gen�1
It is the intent of the Parties that this project
will go forward as a Development Contract utilizing the
"Unified Development Project" concept., as defined in
the CITY's Charter and Code. Notwithstanding this
intent, GOVERNMENT approval shall be had in writing
prior to implementation of procurement methods,
issuance of Solicitations, or Requests for Proposals.
All contracts shall be awarded competitively.
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GOVERNMENT approval shall be obtained prior to the
ward of any contract for development, for an
arohiteot-engineering contract and for a construction
contract, if any of these matters are contracted for
separately from the development contract.
7.2 Government Approvals
The methods used by the CITY to obtain a contract
with a Private Developer, an Architect -Engineer, or a
General Contractor shall be subject to the prior
written approval of the GOVERNMENT. The selection of
any such persons, firms or entities to perform any
matters necessary for the implementation of this Lease
shall be subject to the prior written approval of the
GOVERNMENT. The amount of any monies to be paid under
any such contract or contracts shall be subject to such
prior written approval of the GOVERNMENT. All
contracts shall be awarded competitively.
7.3 Changes In The Work
All changes for any portions of the Work require
prior written approval by the GOVERNMENT. In the event
that the selection of an Arohiteotual/Engineering (A/E)
firm, or a general contractor for construction is to be
made by the DEVELOPER and not by the CITY, then
GOVERNMENT approval shall be necessary prior to the
DEVELOPER making these awards. The Construction
Documents and PROJECT construction are subject to
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GOVERNMENT written approval. The GOVERNMENT reserves
the right to direct ohange orders to all Construction
Documents pertaining to this projeot at anytime.
Should such change order(s) be necessary, the following
paragraphs of Federal Acquisition Regulations (FAR)
82.243-4-CHANGES (APR 1984); General Services
Acquisition Regulation (GSAR) 582.243-71-Equitable
Adjustments; GSAR 552-243-70-Prioing of Adjustment (APR
1984); FAR 82.218-2-Audit-Negotiation (APR 1984) are
hereby enforceable. Refer to Exhibit "B", as attached.
Both the GOVERNMENT and the CITY contemplate that
the total Projeot Costs shall not exoeed Thirty Million
Dollars ($30,000,000). In the event that a change
order would result in the total Project Costs exoeeding
the Thirty Million Dollars limitation set forth in this
Agreement, the GOVERNMENT agrees to amend this Lease by
committing to pay such Project Cost Overruns within
thirty (30) days of notification of such Project Cost
Overruns or be declared in default and be subject to
the remedies contained in Section VIII of this Lease.
7.4 Construction Completion Date
Subject to the force majuere provision contained
in this Agreement, oonstruotion shall be completed
within two years after the date the Developer and
Contractor have contracted with CITY to build the
Project, the date the Project Land is aoquired by CITY
or when financing has been attained, whichever is the
later.
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A
7.5 Apeoial Requiramente
The following specific requirements shall apply:
a. The GOVERNMENT shall furnish, and the CITY will
include as requirements for performance in the
arohiteot-engineering services contract, certain
technical directives to be complied with and
technical specifications to be incorporated in the
Construction Documents that are to be used to
construct the Building to be leased by the
GOVERNMENT. These technical directives and
teohnioal specifications shall include, but not be
limited to, physical dimensions, exterior
materials, interior materials and finishes,
structural capacity, mechanical and electrical
systems, fire protection, safety, handicapped
accessibility and elevators.
b. The Construction Doouments and Building shall
require the prior approval of the LESSEE. The
LESSEE's approval of construction completed shall
be required before the GOVERNMENT shall be
obligated to begin rental payments for the space
leased. Such approval shall not. be unreasonably
withheld.
7.6 Gover= ent Representative
The GOVERNMENT will be represented on or off the
site by its Contraoting Officer who will be assisted by
a Project Officer and Project Engineer
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DEFA LT__AMD RRRRDIRS
$.Y Government Default
The following events are hereby defined as a
*GOVERNMENT Default":
a. Failure -Payment of Money
Failure of the GOVERNMENT to pay any Annual
Rentals, Additional Rent or taxes or any other
payments of money as herein provided or required
when due and the continuance of such failure for a
period of sixty (60) days. In the event that any
payment or installment of Annual Rental is not
paid to the CITY on the date, the same becomes due
and payable, the GOVERNMENT covenants and agrees
to pay to the CITY interest on the amount thereof
from the date such payment or installment became
due and payable to the date of payment thereof, at
the rate of the then current prime or if not in
existence, a substantially equivalent interest
rate.
b.
Failure of the GOVERNMENT (as to the
obligations of GOVERNMENT hereunder) to perform
any of the other covenants, conditions, and
agreements which are to be performed by the
GOVERNMENT in this Agreement, and the continuance
of such failure for a period of sixty (60) days
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8.2
I
after notioe thereof in writing from the CITY to
the GOVERNMENT, (which notice shall specify the
respeots in which the CITY contends that the
GOVERNMENT has failed to perform any such
covenants, oonditions, and agreements), said
failure shall constitute a GOVERNMENT default.
o. Remedies for GOVERNMENT Default
If a GOVERNMENT default shall occur, the
GOVERNMENT shall reimburse the CITY, within ninety
(90) days of suoh default, any and all monies
expended for land acquisition, development and
construction of the Building,including but not
limited to all fees paid to Contractor, the
Architect, suboontraotors, attorneys and any other
professional or workmen. The GOVERNMENT shall
also redeem all bonds and/or pay in full any
outstanding debt. or in the alternative assume all
debt obligations of the CITY. This remedy is the
exclusive remedy of the CITY and it is the
GOVERNMENT's intention pursuant to this remedy to
reimburse the CITY for any and all costs,
expenses, fees, and monies paid -by CITY pursuant
to this Agreement.
The following event is hereby defined as a "CITY
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Default" s
r
a. Failure-Ferformanoe of Covenants
A material noncompliance or breach by the
CITY of the covenants, conditions, and agreements
of this lease shall constitute CITY default.
However, only the failure of the CITY to cure and
the continuance of such failure of the CITY for a
period of ninety (90) days after notice thereof in
writing from the GOVERNMENT (which notice shall
specify the respects in which the GOVERNMENT
contends the CITY has materially nonoomplied or
breached the covenants, conditions, and agreements
of this Lease) shall constitute a "CITY default".
fm
If a default is one that cannot be oured within
ninety (90) days and the CITY within such ninety
day period has commenced a cure and thereafter
continues diligently to prosecute all actions
necessary to cure such defaults, such failure to
cure shall not constitute a "CITY default".
If a CITY default shall occur, the
GOVERNMENT's only and exclusive 'remedy shall be
the right to terminate this lease agreement. In
the event of such termination. the GOVERNMENT
shall reimburse the CITY all previously approved
direct expenses associated with the Work including
but not limited to costs relating to the
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J
acquisition, financing, V development and
construction of the Building on the Project Land
and assume any and all outstanding debt(s)
including direct assumption of bond payments and
the CITY shall deliver to GOVERNMENT title to land
and improvements by mutt CIAlm Deed, and deliver
all Construction Documents and all materials
related to this lease project. The CITY shall
assign to the GOVERNMENT its rights under all
related contracts.
8.3 Exclusive Remedies
8.4
The CITY and the GOVERNMENT recognize that the
remedies contained in this Section VIII of the Lease
shall be deemed the only and exclusive remedies of the
CITY and the GOVERNMENT, and that no other remedy
conferred by law may be instituted by the CITY or the
GOVERNMENT.
Both the GOVERNMENT and the CITY contemplate that
the total Project Costs shall not exceed thirty million
dollars ($30,000,000). In the event that at any time
subsequent to the execution of this Agreement, the
total Project Costs are projected by CITY to exceed the
thirty million dollar limitation set forth in this
Agreement, the GOVERNMENT agrees to amend this Lease by
committing to pay such Project Cost Overrun within
thirty (30) days of notification of such Project Cost
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overrun or be declared in default and be subject to the
remedies contained in this Section VIII of the Lease.
IX
t$ArCH
9.1 ran
CITY shall purchase and keep in effect at all
times during the Term of this Agreement such insurance
as CITY deems, in its sole discretion, necessary to
protect its interests. The insurance purchased by CITY
shall be for such coverage and amounts that the CITY
deems, in its sole desoretion, will protect the CITY
from paying any judgment or claim from City revenues or
funds. Such insurance standards and coverages shall be
subject to evaluation by the CITY on an annual basis
and GOVERNMENT agrees to pay as Additional Rent an
amount equal to the cost of all insuranoe(s).
Should the Project Land or Building be damaged by
fire or other casualty, the GOVERNMENT shall have the
right to cause the damage to be repaired and the cost
of the repair shall be borne by the GOVERNMENT. If it
can be determined that any such loss .or part thereof,
shall be the fault of a third party, (i.e., a
contractor or contractors, visitors to the building or
any other person, persons or organizations) except the
CITY, then and in that event, the GOVERNMENT may take
all necessary actions to cause such third party to pay
such costs and the CITY hereby assigns all rights to
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the proceeds or work effort received from such third
party to the GOVERNMENT. In no event shall the CITY be
liable for any damage caused to the project land or
Building by fire or other casualty. If no third party
or parties shall be found liable or if found liable but
unable to pay damages then the sole costs of such
repairs shall be that of the GOVERNMENT.
This agreement shall terminate if the parties
cannot agree on such insurance or if the CITY is unable
to purchase and keep in effect at all times such
coverages and amounts of insurance it deems necessary.
If this agreement is terminated, pursuant to this
Section 9, the GOVERNMENT will be in default and
subject to the remedies set out in Section 8.1 of this
Agreement.
In the event of a casualty to the Project Land or
Building including but not limited to fire, windstorm,
and hurricanes, during the term of this Lease, the
GOVERNMENT shall, at its sole option, effect necessary
repairs or declare the Building a total loss. In the
event the GOVERNMENT shall elect to repair the
Building, the full amount of the rental payments shall
continue. Should the GOVERNMENT determine the Building
has been so damaged as to be a total loss, the
GOVERNMENT shall assume all outstanding indebtedness
and any other outstanding costs to the CITY and
reimburse the CITY for any and all costs duly expended
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9
by CITY and not reimbursed by GOVERNMENT. in
consideration of the GOVERNMENT assuming all such
indebtedness, the CITY shall transfer title to the
remaining real property by conveyance of a Quit Claim
Deed in fee simple title.
The intent of this Section is that the GOVERNMENT
shall self insure against casualty loss and that,
regardless of casualty loss, the GOVERNMENT shall
continue rental payments without abatement or, at its
option shall assume all indebtedness should the
Building be totally destroyed.
GOVERNMENT hereby releases and holds the CITY
harmless from any and all liability or responsibility
for anyone claiming through or under it by way of
subrogation or otherwise for any loss or damage to the
Project Land or Building caused by fire or any other
extended coverage casualties, even if such fire or
other casualty shall have been caused by the fault or
negligence of the CITY, or anyone for whom such party
may be responsible.
9.2 Comprehensive General Liability Insurance
CITY shall keep the Project Land and Building
insured against claim for bodily injury, death or
property damage occurring in, on or about the Project
Land and Building from the date(s) of site acquisition,
through the Construction phases, and throughout the
term of this Lease and its options, in minimum amounts
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of $1,000,000 in respect to bodily injury or death to
one person, $3,000,000 in respect to any one occurrence
and $1.000,000 for property damage. CITY may, at any
time, purchase and keep in effect such additional
liability insurance CITY deems necessary and GOVERNMENT
agrees to pay as Additional Rent an amount equal to the
cost of insurance.
9.3 Casualty Snauranee
CITY shall require the developer/oontraotor,
architect, engineer, subcontractors, eto. to maintain
Casualty insurance, Builders Risk, Professional
Liability insurance and any other insurance it deems
necessary at coverage amounts approved by the
GOVERNMENT and the CITY.
X
GENERAL PROVISIONS
10.1 Anti Deficiency Act
Subject to the terms of this Lease, in order to
meet the requirements of the Anti-Deficienoy Act, 31
USC 1341, the Parties agree that the total rental
payments over thirty (30) years and the total
indebtedness of the United States for this project
will not exceed an amount required to repay all
financing costs necessary to accomplish a project which
Project Costs shall not exceed thirty million
($30,000,000) dollars subject to the Project Cost
Overrun provisions set forth in Section 8.3 of this
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1
Leese. As more speoifioally set out in this Lease,
dollar amounts may be ohanged by supplemental mutual
agreements in the future.
10.2 Governmental Purposes
The Parties agree that this Lease serves the
Governmental Purposes of the CITY and of the
GOVERNMENT.
10.3 Government Approval
The CITY will seoure speoifio written approval of
the GOVERNMENT before the CITY takes any aotion in
pursuance of this Agreement which requires the
expenditure of funds.
10.4 Approval and Consent
Wherever in this Lease the approval or consent of
any party is required, it is understood and agreed that
suoh approval or oonsent will not be unreasonably
withheld or delayed, unless this Contraot speoifioally
indioates otherwise.
10.5 Force Majeure
Exoept as otherwise expressly provided in this
Contraot, neither Party shall be obligated to perform
and neither shall be deemed to be in default hereunder,
if performanoe of a non monetary obligation is
prevented by the 000urrenoe of any of the following
(herein oalled "Foroe Majeure" or "Event of Foroe
Majeure") aots of God, strikes, walkouts, other
industrial disturbanoes,
5 =z
sots of the publio enemy,
87-746
laws, rules and regulations of applicable governmental
bodies, wars or warlike action (whether actual,
impending, or expected and whether de jure or de
facto), arrest or other restrain of government, (civil
or military), blockades, insurrections, riots,
epidemics, lightning, earthquakes, fires, hurricanes,
storms, floods, washouts, civil disturbances,
explosions, breakage or accident to equipment or
machinery, confiscation or seizure by any government or
public authority, nuclear reaction or radiation,
radioactive contamination or any other causes whether
for the kind herein enumerated or otherwise, that are
not reasonably within the control of the party claiming
the right to delay performance on account of such
occurrence.
10.6 Governing Law
This Agreement shall be governed by Federal Law or
the laws of the State of Florida, and venues shall be
in the CITY OF MIAMI, Dade County, Florida, whichever
law shall be governing.
10.7 Severability
If any term of provision of this Agreement, or the
application thereof to any person or circumstance
shall, to any extent, be invalid or unenforceable, the
remainder of this initial Agreement or the application
of such term or provision to the persons or
circumstances other than those as to which it is held
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invalid or unenforoeable, shall not be affected
thereby. and each term and provision of this Agreement
shall be valid and be enforceable to the fullest extent
permitted by law.
10.8 Quiet Enjoyment_by Government
CITY agrees that if GOVERNMENT pays the Annual
Rental and Additional Rental and other charges herein
provided and shall perform all of the covenants and
agreements herein stipulated to be performed on
GOVERNMENT'S part. GOVERNMENT shall at all times during
said Term, have the peaceable and quiet enjoyment and
possession of the building on the Project Land without
any manner of hindrance from CITY or any other persons
lawfully claiming through CITY.
10.9 Repair. Maintenance. and Replacement
The GOVERNMENT shall, throughout the Term of this
Agreement, at its own cost, and without any expense to
the CITY, keep and maintain the Building and Project
Land, and all appurtenances thereto, including
sidewalks adjacent thereto, in good, sanitary, and,
neat order, condition and repair. The CITY shall not
be obligated to make -any repairs. replacements
(extraordinary or ordinary), or renewals of any kind,
nature, or description. whatsoever to the Building or
improvements on the Project Land.
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1.1 Method and Addresses
All notioes, demands, or other writings required
or allowed in this Agreement must be in writing and
shall be served: (i) by depositing the same in the
United States mail addressed to the party to be
notified, postage prepaid, registered or certified
mail, return reoeipt requested; (ii) by delivering the
same in person to such party; or (iii) by prepaid
telegram, telex, private or commercial telecopy, or
Federal Express or similar delivery service. Notice
given in aocordanoe with (i) above shall be effective
three (3) days after being deposited in the U. S. mail.
Notice given in aocordance with (ii) or (iii) above
shall be effective upon reoeipt at the address of the
addressee. For the purposes of notioe, the addresses
of the parties shall be as follows:
TO THE CITY: CITY OF MIAMI
Attn: City Manager
3500 Pan American Drive
Miami, Florida 33133
Telecopy No.: (305) 285-1835
WITH COPIES TO: CITY ATTORNEY.
City of Miami
Alfred I. Dupont Building
169 E. Flagler Street
Suite 1101
Miami, Florida 33131
Telecopy No.: (305) 374-4730
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4
_t.
TO THE GOVERNMENT: Mr. Michael H. toper
Contracting Officer (4PEA)
General Services Administration
Fourth Floor
75 Spring St., SW
Atlanta, GA 30303
11.2 age of Addreea
The address to which any notice, demand, or other
writing may be given or made or sent to any party as
above provided may be changed by fifteen (15) days
advance written notice given by such party as above
provided.
8II
12.1 Rewired Amendments
The GOVERNMENT recognizes that this Lease shall be
amended either prior to or simultaneously with an
agreement to be entered into between the CITY and
DEVELOPER. In the event that the CITY and GOVERNMENT
oannot agree on an Amendment to this Lease and such
Amendment is necessary for the CITY to enter into an
Agreement with DEVELOPER, then the GOVERNMENT shall be
deemed in default as more specifically described in
Section VIII of this Lease, and this Lease shall
terminate.
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004
12.2 AmebAmente
0*4
No amendment shall be made to this Lease unless in
writing and signed by the G0VE MENT and CITY.
CGK/wpo/pb/rd/Mb78
7/23/87 1:36 p.m.
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LESSOR AND LESSEE
A. Purpose. It is the purpose of Lessor and
Lessee that the minimum rent set forth herein shall be net to the
Lessor, and that all costs, expenses, and other obligations of
every kind and nature whatsoever, relating to the use, occupancy
and operation of the demised premises and on the demised premises
shall be paid for and assumed by Lessee except as otherwise
specifically set forth herein.
B. Removable Property. Lessee retains the title
to all removable property placed on the property by Lessee.
Negotiations. In no event shall the City or
its Agents, Developers, Contractors, or Officials enter into
negotiations concerning the space to be leased with
representatives of other Federal Agencies or the Courts. The
sole party representing the United States with whom the City
shall negotiate is GSA.
D• Utilities. Lessee shall pay for all utilities
used or consumed in or upon the demised premises, including but
not limited to sewer, electricity, water, telephone, heat and
trash pickup. -
E. 52.222-26 - Equal Opportunity (APR 1984)
(Applicable to leases which exceed $10,000.)
(a) If, during any 12-month period (including the 12 months
preceding the award of this contract), the Contractor has been or
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a.
�,wd. TT4 ,
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is awarded nonexempt E'ederal contracts and/or sub -contracts 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.
• (b) During the performance'of 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.
(2) The 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, including
apprenticeship.
(3) The Contractor shall post in conspicuous places
available to employees and applicants for employment the notices
to be provided by the Contracting Officer that explain this
clause.
(4) The Contractor shall, in all solicitations or
advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants wi11 receive
consideration for employment without ress:.' to race, cc_,.r,
religion, sex, or national origin.
-32-
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t�,
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(5) 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, is the prescribed form to 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 purpose of
investigation to ascertain the Contractor's compliance with the
applicable rules, regulations, and orders.
(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 lease may be canceled, tero_r.sted,
or suspended in whole or in par_ and the CCr.trsctCr -s; to
— 3 3 - 87 -746
A
F. 52.222-21 Certification of Nonsegregated
Facilities (APR 1984)
(a) Segregated facilities", as used in this
provision, 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, or national
origin because of habit, local custom, or otherwise.
(b) By the submission of this offer, the
offeror certifies 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 offeror
agrees that a breach of this certification is a violation of the
Equal Opportunity clause in the contract.
(c) The offeror further agrees that (except
where it has obtained identical certifications from proposed
subcontractors for specific time periods) it will --
(1) Obtain identical certification from
proposed subcontractors before the award of subcontracts under
which the subcontractor will be subject to the Equal Cppertuni y
clause;
—35-
87_?46
ciared'ineligible for further Covernment 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, reguistions, and orders of the Secretary of Labor, or
as -otherwise provided by law. If this provision is exercised,
the Lessee will reimburse the City its reasonable direct debts,
assume reponsibility for bond payments and in return receive a
deed from the City.
(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 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 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 C=R 6C-1.1.
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P
I
and
(2) Retain the certifications in the files;
(3) Forward the following notice to the
proposed subcontractors (except if the proposed subcontractors
have submitted identical certification for specific time
periods).
NOTICE TO PROSPECTIVE SUBCONTRACTORS OF REQUIREMENT FOR
CERTIFICATIONS•OF NONSEGREGATED FACILITIES.
A certification of Nonsegregated Facilities must be submitted
before the award of a subcontract under which the subcontractor
will be subject to the Equal Opportunity clause. The
certification may be submitted either for each subcontract or for
all subcontracts during a period (i.e., quarterly, semiannually,
or annually).
NOTE: The penalty for making false statements in offers is
prescribed in 18 U.S.C. 1001. (Approved by OMB under Control
Number 1215-0072.)
G. The Lessor, as part of the rental consideration,
agrees to comply with all codes and ordinances applicable to the
ownership of the space, and at the expense of the City, to obtain
all necessary permits and related items.
H. The space must be delivered ready for occupancy as
a complete unit unless the Government elects to have the space
occupied in increments. The Government reserves the right to
determine when the space is ready to occupy. Fcwever, s_c^
deter:a:nation shall be ti-mely and reasonable.
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�. In the event that any portions of this lease shall
be declared unconstitutional or otherwise unenforceable by a
court having jurisdiction, then said portions of the lease shall
be deleted and the remainder of the lease shall remain in full
force and effect.
• �• 52.219-8 Utilization of Small Business Concerns
and Small Disadvantaged Business Concerns'(JUN 1985)
(Applicable to leases which exceed $10,000.)
(a) It is the policy of the United States that
small business concerns and small business concerns owned and
controlled by socially and economically disadvantaged individuals
shall have the maximum practicable opportunity to participate in
performing contracts let by any Federal agency, including
contracts and subcontracts for subsystems, assemblies,
components, and related services for major systems. It is
further the policy of the United States that its prime
contractors establish procedures to ensure the timely payment of
amounts due pursuant to the terms of their subcontracts with
small business concerns and small business concerns owned and
controlled by socially and economically disadvantaged
individuals.
(b) The Contractor hereby agrees to carry out
this policy in the awarding of subcontracts to the fullest extent
consistent with efficient contract performance. The Contractor
further agrees to cooperate in any studies or surveys as cay be
conducted by the United States Small Business Ad=_nistrati^n or
the awarding agent; cf the United Sates as =ay �e necessa
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s
deteraine the extent of the Cofitractor's compliance with this
clause.
(e) As used in this contract, the term `small
•
business cancer"* 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
individuals' shall mean a small business concern--
(1) Which is a least 51 percent owned by one or
more socially and economically disadvantaged individuals; 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 eco—
nomically 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 disadvantaged 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.
K. 52.203-1 — Officials Not to Benefit (APR 1984)
No member of or delegate to Congress, or resident
commissioner, shall be admitted to any share or part of this
contract, or to any benefit arising from it. Sowever. this
clause does not ap='_y to this contract to the extent that this
contract is made with a corporation. Ecr the cor:o;st_on's `enera:
benefit.
—38-
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i
OON
(2) For Contractor Claims exceeding
$30,000, the Contractor shall submit with the claim a
certification that --
(i) The claim is made in good faith;
(ii) Supporting data are accurate and
complete to the best of the Contractor's knowledge and belief;
and
(iii) The amount requested accurately
reflects the contract adjustment for which the Contractor
believes the Government is liable.
(3)(i) If the Contractor is an individual,
the certification shall be executed by that individual.
(ii) If the Contractor is not an
individual, the certification shall be executed by --
(A) A senior company official in
charge at the 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 550,000 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, the Contracting 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 0::.cer's decision shall to
final unless the C:)r._rac:or a^:ea'_s or files a suit as r
in the Act.
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L.- Contract Disputes Act
(a) This contract is subject to the Contract
Disputes Act of 1918 (41 USC 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 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's
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 written
decision. A claim by the Government against the Contractor sh1:1
be subject to a written decision by the Ccntract_rg C::_cer.
-39- 8 -746
(g) The Covernment 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 payment 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 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 six month period as fixed by the
Secretary of Treasury during the pendency of the claim.
(h) The Contractor shall proceed diligently with
performance of this contract, pending final resolution of any
request for relief, claim. appeal, or action arising under the
contract, and comply with any decision of the Contracting
Officer.
13." Substitution of Tenant Agency (APR 1984)
The Government reserves the right to substitute any
agency(ies) for the agency(ies) named in this agreement at any
time during the term of the lease.
.1 N.. 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 Accounting
Office shall. until 3 years after final payment under this
contract or for an; shorter pericd speci_ied in Federal
Acquisi_ion t�2r^vu�9__ (FAR) ,Szb--art 4.7. Contr3ct:
-41-
87 -746
x
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 authorized representative from the
General 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 subcontractor's directly pertinent books. documents,
papers, or other records involving transactions related to the
subcontract. "Subcontract", as used in this clause. excludes
(1) purchase orders not exceeding $10,000 and (2) subcontracts or
purchase orders for public utility services at rates established
to apply uniformly to the public, plus any applicable reasonable
connection charge.
(d) The period of access and examination in
paragraphs (b) and (c) above for records relating to (1) appeals
under the Disputes clause, (2) litigation or settlement of claims
public utility services at rates established for uniform
applicability to the general public.
1984).
0.' 552.215-70 — Examination of Records by GSA (APR
(Applicable to leases which exceed S10,000.)
The Contractor agrees that the Administrator of Genera'_ Services
or any of his duly au_hc._=ed representatives shall, u-___ the
expiration of 3 years after final ,sy-e-:_ uner this c_._.3__ ::
87-746
—42—
of the time periods for the particular records specified in
Subpart 4.7 of the Federal Acquisition Regulations (48 CFR 4.7),
whichever expires earlier# have access to and the right to
examine any books, documents, papers, and records of the
Contractor
involving
transactions related
to
this contract or
compliance
with any
clauses thereunder.
The
Contractor further
agrees to include in all his subcontracts hereunder a provision
to the effect that the subcontractor 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 the subcontract. or of the time periods for
the particular records specified in Subpart 4.7 of the Federal
Acquisition Regulation (48 CFR 4.7), whichever expires earlier,
have access to and the right to examine any books, documents,
papers, records of such sub —Contractor, involving transactions
related to the subcontract or compliance with any clauses
thereunder. The term "subcontract" as used in this clause
excludes (a) purchase orders not exceeding $10,000 and (b)
subcontracts for purchase orders for public utility services at
rates established for uniform applicability to the general
public.
P. Repair and Maintenance Responsibilities
Lessee shall, at Lessee's own expense, keep the
demised premises including both interior and exterior of the
building, and including without limitation, sidewalks,
electrical, pl.;mbing, heating, air-c:ndi_ior.ing and et-er
mechanical insts._a__ons therein, a:: doors, and all t..e
87-746
—43—
I
OWN
glass and door and window glass in good order and proper repair,
and replete, it necessary, using materials and labor of the kind
and quality equal to the original work. Lessee shall also be
responsible for, and shall maintain and keep in good order and
repair or cause to be kept in good order and repair, the roof,
structure, wells and foundation of the demised premises and shall
provide landscaping services. Lessor shall have no obligation to
repair, maintain, replace, alter or modify the demised premises
or any part thereof, alter initial acceptance by GSA, except
under provisions of Section 4, Insurance.
Q. 52.222-35 - Affirmative Action for Special Disabled
and Vietnam Era Veterans (APR 1984)-
(Applicable to leases which exceed $10,000.)
(a) Definitions.
"Appropriate office of the State employment
service system", as used in this clause, means the local office
of the Federal -State national system of public employment offices
assigned to serve the area where the employment opening is to be
filled, including the District of Columbia, Guam, Puerto Rico,
Virgin Islands, American Samoa, and the Trust Territory of the
Pacific Islands.
"Openings that the Contractor proposes to fill
from within its own organization", as used in this clause, means
employment openings for which no one outside the Contractor's
organization (including any affiliates, subsidiaries, and the
parent companies) will be considered and includes any evenings
-44-
87-746
_fi
4 A
that the Contractor proposes to fill from regularly established
`recall` lists.
`Openings that the Contractor proposes to fill
under a customary and traditional employer -union hiring arrange -
Bent,` as used in this Clause, means employment openings that the
Contractor proposes to fill from union halls, under their cus-
tomary and traditional employer -union hiring relationship.
"Suitable employment openings'. as used in this
clause--
(1) Includes, but is not limited to, openings
that occur in jobs categorized as--
(i) Production and nonproduction;
(ii) Plant and office;
(iii) Laborers and mechanics;
(iv) Supervisory and nonsupervisory;
(v) Technical; and
(vi) Executive, administrative, and
professional positions compensated on a salary basis of less than
$25,000 a year; and
(2) Includes full-time employment, temporary
employment of over 3 days, and part-time employment, but not
openings that the Contractor proposes to fill from within its ovn
organization or under a customary and traditional employer -union
hiring arrangement, nor openings in an educational institution
that are restricted to students of that institution.
('') General.
-45-
87 -746
efts
(1) Regarding any position for which the
employee or applicant for employment is qualified, the Contractor
shell not discriminate against the individual because the
individual is a special' disabled or Vietnam Era veteran. The
Contractor agrees to take affirmative action to employ, advance
in employment and otherwise treat qualified special disabled and
Vietnam Era veterans without discrimination based upon their
disability or veterans' status in all employment practices such
as--
M
Employment;
(ii)
Upgrading;
(iii)
Demotion or transfer;
(iv)
Recruitment;
(v)
Advertising;
(vi)
Layoff or termination;
(vii)
Rates of pay or other forms of
compensation; and
(viii) 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 Veteran's Readjustment
Assistance Act of 1972 (the Act), as amended.
CO Listing openings.
(1) The Contractor agrees to list all
suitable eaplov=er.t c=enings existing at cc:ntract awar.4. cr
occur__ng during c:n__s__ per:c_,..an_e at an a �r ._3_e c;__ce _
c
-4E- 87-746
.rt
,z, ,f
the State employment service system in the locality where the
opening occurs. These openings include those occurring at any
Contractor facility, including one not connected with performing
this contract. An independent corporate affi13.ate is exempt
from this requirement.
(2) State and local Government agencies
holding Federal Contracts of $10.000 or more shall also list all
their suitable openings with the appropriate office of the State
employment service.
(3) The listing of suitable 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 placing a 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 becomes
contractually 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 subse:uent
contracts. The Contractor may advise the State system whe _.. :s
no longer bound by th:s contract clause.
-47-
8': -746
(5) Under the most compelling
circumstances, at, employment opening may not be suitable for
listing• including situations when (i) the Government's needs
cannot reasonably be supplied, (ii) listing would be contrary to
National security, or (iii) the requirement of listing would not
be in the Government's interest.
(d) Applicability.
(1) This clause does not apply to the
listing of employment openings which occur and are filled outside
the SQ states, the District of Columbia, Puerto Rico, Guam,
Virgin Islands, American Samoa, and the Trust Territory of the
Pacific Islands.
(2) The terms of paragraph (c) above of
this clause do to apply to openings that the Contractor proposes
to fill from within its own organization or under a customary and
traditional employer -union hiring arrangement. This exclusion
does not apply to a particular opening once an employer decides
to consider applicants outside of its own organization or
employer -union arrangement for that opening.
(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 special disabled veterans and veterans of
the Vietnam Era, and (ii) the rights of applicants and employees.
(Z) These notices shall to reste,.
conspicous places t-at are evs_2-31.1e to em lcyees and a_,__zar._s
- 4 8- 87 -746
for employment. They shall be in a form prescribed by the
Director. OFCCP. Department of Labor (Director), and provided by
or through the Contracting Officer.
(3) The Contractor shall notify each
labor union or representative of workers with which it has a
collective bargaining agreement of other contract understanding,
that the Contractor is bound by the terms of the Acts and is
committed to take affirmative action to employ, and advance in
employment, qualified special disabled and Vietnam Era veterans.
(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.
(g) Subcontracts. The Contractor shall
include the terms of the 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 Director to enforce the terms, including action for
noncompliance.
Workers
R. 52.222-36 - Affirmative Action for Eandicapped
(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 handicap. :`e Contractor a`rees to take
affirmative action to employ. advance _- em icyrer._ en.. otherW-se
-49-
87 -746
treat qualified handicapped individuals without discrimination
based upon their physical or mental handicap in all employment
practices Much as—
and
ship.
(i) Employment;
(ii) Upgrading;
(iii) Demotion or transfer;
(iv) Recruitment;
(v) Advertising;
(vi) Layoff or termination;
(vii) Rates of pay or other forms of compensation;
(viii) Selection for training, including apprentice-
(2) The 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 lav to
take affirmative action to employ and advance in employment
qualified handicapped individuals 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. T^ev snail to in a form prescribed by :he
^,_rector, OPCC?, Ce^a._...en_ e. Labor (:_recto ), and
p
or through the Contracting Cf:icer.
-50-
8 -?46
I
/ 1-N eg"\
(3) The Contractor Shall notify each labor
union or representative of workers with which it has a collective
bargaining agreement or, other contract understanding, that the
Contractor is bound by the terms of Section 503 of the Act and is
committed to take affirmative action to employ, and advance in
employment, qualified physically and mentally handicapped
individuals.
(c) 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 purchase order
in excess of $2,500 unless exempted by rules, regulations, or
orders of the Secretary. The Contractor shall act as specified
by the Director to enforce the terms, including action for
noncompliance.
S. 52.219-9 - Small Business and Small Disadvantaged
Business Subcontracting Plan (APR 1984)
e
(Applicable to leases which exceed S500,000.)
(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 th--s lease
over its firm ter.- or for any option per_cd exceeds ��_�,r��, -e
will be req:.-red tc execute an acceptable sn3l!
-51-
8 -746
i
Q
e
contracting plan: Said subcontracting plan will be incorporated
into the contract as a material part thereof. If the subcon—
tracting 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. Copies of the requirements and
a suggested format are available -from the Contracting Officer
upon request.
Minority Participation
The Parties will be required to comply with all
applicable federal, state and local affirmative action
legislation and regulations, including City of Miami Minority and
Women Business Affairs and Procurement Ordinance No. 10062. For
purposes of accomplishing this project whether by public or
private means, the more restrictive City of Miami legislation and
regulations shall apply.
WITNESSES:
GENERAL SERVICES ADMINISTRATION
BY:
MICHAEL E. ROPER
Contracting Officer
Date executed:
Date executed:
CITY OF MIAMI, A MJNICi?Ai.
CORPORAT:CS C. 1 :T_ S.A... C.
LC :DA
5 2— 87-746
MATTY HIRAI
City Clerk
APPROVED AS TO FORM .AND
CORRECTNESS:
LUCIA A. DOUGHERTY
City Attorney
BY:
CESAR B. ODIO
City Manager
-5 3-
87-746
EXHIM A
LEGAL DESCRIPTION
MIAMI NORTH 8/41
BLOCK 78N
Address: 438-44-46 N.E. 1 Avenue
Folio No. 01-0107-80-1010
• Legal
Description: N 100' of Lots 1 i 2. Blk 78 less N
36' thereof 6 less E 10' of Lot 1
Address: 498 N.E. 1 Avenue
Folio No. 01-0107=80-1020
Legal
Description: South 50' of Lots 1 i 2 less E 10'
of Lot 1 for St. Blk 78
Address: unknown
Folio No. 01-0107-60-1030
Legal
Description: Lot 3 less Beg. NW cor. Lot 3, S
29.50•, E 50.361, N 36', S 49.95'
to POB i all of Lot 18 i S 100' of
Lots 19 i 20 Blk 78
Address: Unknown
Folio No. 01-0107-80-1031
Legal
Description: Parcel D-2058 a/k/a Por.01on of Lot
3 less N 10' Blk 78 desc. beg. Iry
cor Lot 3 thence S 29.50' E 50.36'
N 36' S•49.95' to POB less N 10'
Address: 54 N.E. 5 Street
Folio No. 01-0107-80-1P40
Legal
Desc:iption: Parcel D-205A a/k/a Lot 4 Blk 78
A41ress: 46 N.E. 5 Street
Pclio No. 01-0107-00-1050
Legal
Lesc.iption: Lct 5 less N 10' Blk 72
87-746
0
EXHIBIT A, PAGE 2
LEGAL. DESCRIPTION
MIAHI NORTH 0/41
BLOCK 78N
Address: 38 N.E. 5 Street
• Polio No. 01-010740-1060
Legal
Description: Lot 6 less N 101, Blk 7b
Address: 33 N.E. 4 Street
Polio No. 01-0107-80-1160
Legal
Description: E 22.50 of Lot 14 i M 41.5• of Lot
15 81k 78
Address: 43 N.E. 4 Street
• Polio No. 01-0107-80-1170
Legal
Description: E 8.50 of Lot 15 i Lot 16 elk 78
Address: 51 N.E. 4 Street
Folio No. 01-0107-80-1180
Legal
Description: Lot 17, 81k 78
Address: 420 N.E. 1 Avenue
Polio No. 01-0107-80-1200
Legal
Description: N 508 of'Lots 19 i 20 Blk 78
87-746
r.. EXHIBIT B
Ih) tht• (:,sv.,rn,.,ent shall. ,vithout liability, ftsmish
e,ittli•nre aliprApr,.tla• to .:%t.ihlish e0rn(,tion IrOrti Any
-At. Stare. or 1,+•al tat when the C.is%tractor
rt•qur.ts iticli eviArnrr drys a eeisonable ba4s t1ists to
u.sta,rt the e�el+pttan.
Rt. FAR 12.229-).-tAXES--CONtRACTS
PERFOR%lEn IN U.S. POiSESSIONS OR Pl1ERt0
RICO (APR 193CA) 111
The turn "local tares." as used in tot Federal,
State, and local tomes clause of this contract, includes
caves imposed by a poSsessIon of the United States or
by Puerto Rico.
al1)USTuENtS
43.' FAR .32.2a 3-a--CHANGES (APR 19311)
(a) The Contracting Officer rnay, at any time,
witruut notice to the sureties. if any. by written order
resignated or indicated to be a charge order. make
r1target in the atk within the general scope of the
contract, ins lading changes--
(1) In the specif icattons (including drawings and
Gesit{'ss}
(I) In the me -hod or manner of performance of
the work:
(3) In the Government -furnished facilities.
e;uiprrtent. materials. services. Or site: or
(A) O,recung acceleration in the performance
of the work.
(b) Any other written or oral order (which, as used
in this paragraph (b). includes direction, instructions
interpretation. or determination) from the Contracting
Officer teat causes i Change shall be treated as a
c?•inte order under this cause: provided. that the
Contractor gives tote Contracting Officer written
not,.e stating (1) the date, circumstances, and source
o, t`e oroer and (2) that the Contractor regards the
orde• as a c'sange order.
(c) Except as provided in this clause, no order,
statt-ent, or Conduct of the Cantrae.ng Officer shall
hr treatea As a change under this clause or entitle the
C.iotractor to an equitable adjust -cent.
10) 1f any change under this Clause causes an
i,w:rease or decrease in the Contractor's cost at, or the
ti-+o required for. the performance of any part of the
a.rAk under this contract. whether or not Changed by
3.mv such order. the CJrstraeting Officer shall nuke an
r ; „taA!e adjustment atd modify the Contract in
w•ritins. However, except for a "proposal. for
attit,st•nent" (hereafter referred to as proposal) based on
drtm:tive specifications. no proposal for any Change
toner paragraph (b) above shall be allowed for any costs
tncarred more than 20 days before the Contractor gives
written notice as required. In the ease of defective
spc,:,Iications for which the Government is responsible,
the equitable adjustment shall include any increased
cost reasonably incurred by the Contractor in
atte-srptimg to comply with the defective specifications.
(e) The Contractor :rust submit any proposal under
this clause within 30 days after (1) receipt of a written
change order under paragraph (a) above or (2) the
furnishing of a written notice under paragraph (b)
awve. by u,bonit tiniS to t:'e Contras L' ng Ct! iCer a
+r,t:en s:.s:e^ert Ces.r,t,nK t:ir general nature and
_ •y,,,,t .i! .`C ir.:OJS.,: unl,�t tr,1 err:at ,S e�:t:n,;e:
.`C C.7 v.. ,. _ .. ? •,• .t 1: _ ^.,cat J! �rCC �S.l : !:r
i.•__ :.Lice
(1) No proposal by the COn"30111' I01' an tq,.,t3bie
adjustrnent shall he allowed it asserted after final
payment solder this co,tract.
69. CSAR 132.210-fa-4QU1TAISLE Al)1WMENTS
(APIs 1930
(a) The provisions of the Changes clause prescribed
by FAR 32.24)-4 are Supplemented as follows:
(1) Upon written request, the Contractor shall
Submit a proposal. in accordance With the ?tquirernentt
and limitations set forth in the "Equitable Adjustments"
clause, for worts involving contemplated changes
covered by the request. The proposal shall be
submitted within the time limit indicated ,n the request
or any estehsion of such time limit as quay be
subsequently granted- The Contraetoes's written
statement of the monetary extent of A Ctatm for
equitable adjustment shall be submitted in the following
form:
(i) Proposals totaling 13,000 or less shad be
submitted in the form of a lump sum proposal with
supporting information to clearly relate elements of
cost with specific items Of work involved to tie
satisfac.tan of the Contracting Officer, or his/her
authorized representative.
(iiI For proposals in excess of 13.0006 the
claim for equitable adustment shall be submitted in the
form of A lump sum proposal supported With an
itemized breakdown of all increases and decreases in
the contract in At least the following details:
Direct Costs
Material quantities by trades and unit costs
(Manufacturing burden associated with material
fabrication performed will be considered to be part
of the material costs of the fabricated itern
delivered to the job site)
Labor breakdown by trades and unit Costs
(Identified with specific ite-ri of matertal to be
placed or operation to be performed)
Construction equipment exclusively necessary for
the Change
Costs of preparation and/or revision to shop
drawings resulting from the change
Workmen's Compensation and Public liability
Insurance
Employment tames under FICA and FUTA
Bond Costs - when size of change warrants revision
Overhead. Profit and Commission
(2) The allowable overhead shall be determined in
accordance with the Contract Cost Principles and
Procedures. in Part 31 of the Federal Acquisition
Regulation (49 CFR 1-)1) in effect on the date of t`is
contract. The percentages for profit and czmmiss:Jn
srnait be negott3ted and may vary accorcing to the
nature, et:en: and Cprp!esity of the war'( invci.et. `—,
in no C1te S�3i1 excev: . e !Ji:.: r.'3, ,, .C5S .
C n:-ac:_r tse-^crs:roc:es a^t:te'e^ :,) a
GSA roe.. 75G6 PAZ:. $ 14 -:9
87 -746
D_eat-.-t!d Profit Commission
to it'.hitractw •
gom wort. per.
Ize-el by
oti'ler than
,'it own
fortes -•-- .- •- 10%
to first
per sub-
cinteactor on
•Cork Per.
l�r�•ie! by
Not sub-
contractom •• IOx
To C ohtractor
and/or the srb-
c3ntrac tors for
teat port:on of
:•e +Cork per-
formed With
t`•eir re-
s;ecitve To be
forces --- negotiated 10%
Not more than four percentages wit be allowed
regardless of the number of Der subcontractors. The
contractor shall not be allowed a eomntmisssion on the
carmmission received by a first tier subcontractor.
E;uitable adiustments for deleted work shalt. include
ere -:its for overhead, profit and eommisssion. On
proposals covering both increases and decreases in the
sr -hunt of the contract. the application of overhead and
;rot it shall be on the net change in direct coats for the
Contractor or subcontractor performing the work.
(3) The Contractor slap submit with the
proposal his request for time extension (if any). and
spoil include cuff iciest information and dates to
de-amstrate whether and to what extent the change
will Celay the contract in its entirety.
(4) In considering a proposal. the Government
shall make check estimates in detail, utilizing unit
prices where specified or agreed upon, with a vier to
arriving at an equitable aditstment.
(3) After receipt of a proposal. the Contracting
Off Ever stall act thereon. within 30 days: provided
however, that when the necessity to proceed with a
change does not allow time property to check a proposal
or in the event of failure to reach an agreement cm a
proposal, the Government may order the Contractor to
proceed on the basis of price to be determined at the
esrUest practicable date. Such price shell not be more
than the increase or less than the decrease proposed.
(6) If a mutually acceptable agreement cannot
be reached. the Contracting Officer may determine the
price unilaterally.
(b) The provisions of the Differing Site Conditions
clause prescribed by FAR 32.236-2, are supplemented
as follows The Contractor shalt submit all claims for
equitable adjustment in ac:ordance with, and subject to
the regturements and limitations set out in paragraph
(a) of this "E;uitabie Aditstments• Clause.
7.. GSA: 33:.:=3- ?R:C:hG CF A03USTMEVT5
•3 "e" casts are a !SL:ar in ary ee:e—iranon of a
contract pt, tlradjustrnerit pursuant to ttie "Changes"
clause or ai., other clause of this contract, such cults
shall be in Accordance With the contract cost prihciples
and procedures in Part it of the federal Actlisisitinn
Regulation lag CPR I•SU in effect um the date of this
contract.
AUDITS
11. FAR 32.214-26--AUDIT— S& LtD 10tilsc
(act 1905)
(a) Cost or pricint data. It the Contractur has
Submitted cost or pricing data in connection With the
pricing of any modification to this contract, unless the
pricing was based on adequate price competition,
established catalog or market prices of commercial
items sold in substantial quantities to the general
public. or prices set by law or regulation. t*%e
Contracting Officer or a representative Who is an
employee of the Government shall have the right to
esamine and audit all books. records. documents, and
other data of the Contractor (including computations
and projections) related to negotiating, pricing or
;erforming the modification, in order to evaluate the
accuracy. completeness. and currency of the cost or'
pricing data. In the case of pricing any modification,
the Comptroller General of the United States or a
representative who is an employee of the Govertutnent
shall have the same rights.
lb) Availability. The Contractor shall make
available at its office at all reasonable times the
materials described in paragraph (a) above, for
examination, audit. or reproduction, until 7 years after
final payment under this contract, or for any other
period specified in Subpart 6.7 of the Federal
Acquisition Regulation (FAR). FAR Subpart 4.7,
Contractor Records Retention, in effect on the date of
this contract. is incorporated by reference in its
entirety and made apart of this contract.
(1) If this contract is completely or partially
terminated, the records relating to the work terminated
shall be made available for 3 years after any resulting
final termination settlement.
(2) Records pertaining to appeals under the
Disputes clause or to litigation or the settlement of
caims arising under or relating to the performance of
this contract shall be made available until disposition of
such appeals, litigation, or claims.
(e) The Contractor shall insert a clause containing
all the provisions of this clause, including this
paragraph W. in all subcontracts over $10,000 under
this contract, altering the clause only as necessary to
identify properly the contracting parties and the
contracting office under the Goverment prime
contract.
72. FAR 32.21 ti•27—PRICE REDUCTION FOR
DEFECTIVE rnST OR PRICING
DA TA —MOD [FICA TION S— ?LL=
BID9I3C (02 1985)
(a) This clause shal l become operative only for any
modification to - this contract involving aggregate
increases and/or decreases in cos:s6 pits applicable
profits, of more than 2:00,000 exceot :tat :Pis c!a:.se
aces not apply to any moaif ieanon !or wn;cm tie rr.ce
is-
87-746
WIN
III fixSel QI at, •)I►Ite prl:c:unq>clttt.ul;
(21 A.1std WI e-aziMt%ltl•I c31.11-1; ur irlirkl•t
.,...'. .tl eon.n,irrrLit th•nle. VIM In vrtivt.lrllyt
.! rt 1.1 t•II• C,otleral It. ih!W; W
111 '10 i� Lid. or to-'ttlatiol.
(A) tl any petit. tn:luttltrR profit. neitatiated In
. sln,titliYi with any rhodif iCation tinder this clause, itras
ati:rcatied by Any I'Vill is ant afro%pit becatise (1) the
1'oritrxtor at a subr.untrat:for lurmithetl Cost or pricing
data that Were not cattipletoo, aCCurate. atxl Curre'it as
ce•ti!io tit its Certificate of Current Catt or pricing
flat a. or (2) a s,tbeontrac:or or prosltl tive
Ni*s•.wtrktor (rir-udteo lilt Compactor C,i%t jr pricing
1.it.t tha; +r•e nut Complete. ac:uratt?, &tits Ctlrrent as
•:ertified in the Cotitriccor's t:rrt,fi.ate of rurrent
i..'st or Pricing natal or (3) any at thr%r paritr.S
!a?.%shej data of any description that were not
x:ur3tt. the price small be redlKe•! accoralnKly anll the
t:.mto, K, shall be modified to reflmt the reduction.
This right :o a price rediictlon is limited W that
resulting 'rain %tetras tit data retattng t0 rriodJCatiOns
for which this C1ats lte:41mlt4 Operative tinder
, araKraph (a) above.
(0 Anv reetoc*ton in tit• tJtttra:t price Iwder
paragraph (h) above tits: to def e::ive data from a
,)rosse_:,ve subcontracwr that Was not subsequently
a•^arced me subcontract small be fimited to Me jenourit,
piss applicable overhead and profit markup. by whict+
(1) the actual subcontract or (2) the actual Cost to the
C,ritrac:ar, if there was no subcantract. Was less than
:Ii• prosotnuve s.ibeantraCt Cost estimate Submitted by
the C.stitrartar; orav,ded. that the actual subCJntract
;-•Ct Was nut itseil affect" by drfel:toe east or
pr.: IA1t 'ata.
13. Fait 12.2t1+-25--Sl:ts�V�Tit %CTtJIt CJST oft
Pit icvG nATA.-%*l)IF!CATlCisi$--SFA.E�
1::::NC (A?! 1585)
(a) The require•ne-its of paragraphs (b) and (c) of
:his elatise malt (1) hecoine operative only for any
•novlif,catio►, W MIS ComtraCt Involving aggregate
in:leaser and/or drZreates in Cass. pl.o apolicable
;;rafas. eapec:e0 to etceed $100.000 and (2) be hinited
:.� sticn motif Cations.
(b) Before swarcitig any subcontract expected W
rtCceJ 3130.000 Wh►-m entered into, or pricing any
s.,b:antra:: modification involving aggregate itu:rcases
anCiar ul►tirc.,ses its Co%t. Olt.% appls:able profits.
rtpa:tl`: to ►h.:t l!:! 11100.000, the Crintractar %Pull
reCture the stibcatitraoiztur to submit cast or pricing data
(a:'aally or by spe%:tt,C ident;tc4tion in writing), unless
tZt ar.r; t3--
(1) saaad an ad•,quate oricis eesotatytten;
(2) 64seo on eittabfishetj eatJlug or market
pr,.:as of Calntrteretal items stik) in substantial
quanticies to the general public; Jr
(1) Set by law or repiltiom.
(c) The Contractor %Pull re;uire the suWatitracter
:it Certify in subltt ititulli, Lt:le for•n prescribed in
u.hseenon I). SOFA-+ of the federal Acqui%Itiolt
1%.1.11,6ttan that. to the best of its Lrto,t!glee aiiii bt:ilef.
V'e 't.ita Siib,nit:C: IMldl}r par.14ra0h (a) above Wrre
,SC;:.Ira:e. rainole!,!. and C-.rer•it .,% .it trit. elate of
.Wet ,I. : an Via n,•Kin.i:trl pr-ce -if Ine stal>_oaltr.il:
•.r::
r `t
vtbcontratt that ►tr•eeils i100.f>b0.rhrn entered into•
7tt, 1'I\It I?.jli-2•-.�I;Illfi..f�i:(�t�il:\tlti%011I4 I9s:1
(A) L % anu`tI•it1 u) etkti_. 1) ttitIt I
,
lt1St-rl•ImbU►Sernl'tlt.- InCerttivet tUne•and-•liatt•ry,ls.
tahor-hour, tit price -redeterrninahle euiitrw. tip an,
Combination of these, the Cantr.lcW► shall
Inatntaih—amd the Contracting Officer or
representatives of the Contracting Officer sl+all ha,,..
the right to examine and audit —books. records.
documents. and other evidence and aC:Ownti!-g
procedures and practices, %ufficir,tit to ►ellrt grope-t�
all Coits clatihed to have heen itietirred or anti!':pa:.••1
to be incurred in pe►fortnmg this contNcl. This rigi.t
use examination shall Include inspection at all reas,inatie
tunes is( the Cotitrartelr'% plant%, or parts of
.engaged in performing the contract.
(b)' Cost or prtCint; data. If, pursuant to la ie, t'e
Contractor hay hecn required to silhtnit ro%t or pride•,;
data in Connection with pricing this contract or one
modification to this contract. the COMP-10111K C.Iff :ve,
or representatives of the Contracting Officer &tit% ary
employee% of the Govr:rlliment shall have 0%, rtl;ltt t.1
ritamine and audit all hoots, records. dtitunirits. ant
Other data of the Contractor (inelisding computations
and projections) related to negotiating, pricing, or
performing the eontraCt or modification, in order to
evaluate the accuracy. completeness. and Currency of
the cost or pricing data. The right of exanlinatitim shall
extend to ail documents necessary to permit adepiate
evaluation of the cost or pricing data Sumbinitted,
along With the computations and projections used.
(c) Reports. It the Contractor is requires tit
furnish cost. funding, or performance reports. the,
Contracting Officer or representatives of the
Contracting Officer who are employers tit the
Government shall have the right to e:aminr and &unit
books, records. other documents. and suppor:tng
matertats, for the purpose of evaluating (1) the
effectiveness of the Contraet.sr's pollutes and
procedures to produce data compatible With the
ohlectives of these reports and (2) %tie data reportetl.
(a) AvaIlabtIIty. The Contractor Shall Ina;t-
avallab:e at 1.3 office at all reasonable times the
materials described in paragraphs (a) and (b) above, for
examination. audit, or reproduction. until ) years alter
limit pavment under this contract, or for any shorlvr
period Specified in Subpart 4.7. Contractor i evoris%
Iletehtion. of the Federal Acquisition Regulation. Or t.r
.tnv longer period required by statute or Sy other
I:lautcs Of thiscolntract. In addition—
(1) It flu$ Contract is cartipfetely or par:,alty
terminated, the records relaumK to the Work ter.nina:••:
ithafl he inaec available for ) gears :fitter any reiul:trg
fins( termination settlement; and
(2) Records relating to appeals tinder the
Ulspiltes etali.v or to litttatwn or the setttcrnerit tit
claims artsuig under or refaLnS to this cowrict ?d
m30c ava►IAble until Such appttala. litituattan, or Clauns
are disposed of.
(e) T1e Coltractor shall insert a Clause eontairing
all the terms Of this clat3e, inc!uding this i;•i,
In alt Stan, ntitrac:s Jvtdr f i �,iCC nntle:' 01.1i C.r••._..
t^a r:a,se ,inly aS nl•! %I;,ry W C.:..
prope•'v Vie r:J tt • t.'. 'C pa'..ei .1-C .`e �.. ..
GSA • •`•• • 3506 PACE . ;4 .tic •
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