DRAFT_Wadsworth Chapel Lease _REV.10.30.20.pdf

WLA Campus Chapel RLP (Amended) Draft Lease - 07/15/2019# VA262-20-L-0001

LEASE AGREEMENT

United States Department of Veterans Affairs and

To Be Determined Entity

Historic Wadsworth Chapel

VA West Los Angeles Campus

11301 Wilshire Boulevard, Los Angeles, California 90073

Pursuant to the West Los Angeles Leasing Act of 2016 (Public Law 114-226) and), as amended by Section 303 of the

VA Expiring Authorities Act of 2018 (Section 303 of Public Law 115-251)

DATED: XXXXXXXX XX, 202019

LEASE AGREEMENT

PREAMBLE

This lease (“Lease”) is made and effective as of XXXXXXXX XX, XXXX, by and between the United States Department of Veterans Affairs (hereinafter “Department” or “VA”), and To Be

Determined Entity (hereinafter “Lessee”), a XXXXXXXXXXXXXX organized under the laws of the

State of California, for the premises described and depicted in Exhibit “A”, which is more particularly defined herein as the “Property” or the “Chapel”. VA and Lessee shall from time to time be collectively referred to herein as the “Parties”, or individually as a “Party”.

RECITALS

A. WHEREAS, the Department has jurisdiction and control of certain real property and facilities known as the West Los Angeles Campus, located at 11301 Wilshire Boulevard, Los

Angeles, California 90073.a (hereinafter the “WLA Campus”), which provides services and benefits to the nation’s Veterans and their families. The land and improvements subject to this non-exclusive Lease consists of the Historic Wadsworth Chapel (Building 20) containing approximately 5,350 building square feet and the Chapel Site comprised of the areas bounded by Parking Lot Number 7 to the West, Eisenhower Avenue to the North and the interior edge of the walkway located to the East and South at the WLA Campus (hereinafter the “Property” the

“Chapel”, or the “Chapel Site”), and as further described and depicted in Exhibit “A” and in Exhibit

“B”; and

B. WHEREAS, the West Los Angeles Leasing Act of 2016 (Public Law 114-226) and

), as amended by Section 303 of the VA Expiring Authorities Act of 2018 (Section 303 of Public

Law 115-251), (hereinafter, collectively referred to as “the West LA Leasing Act”)”), attached as

Exhibit “C-1” and “C-2””” to this Lease, authorizes the Department to grant this Lease to the

Lessee, and the Lessee in return will provide services and consideration as described herein, to principally benefit Veterans and their families and consideration as described herein; and

C. WHEREAS, this Lease recognizes and is executed consistent with VA's goal to revitalize the WLA Campus into a welcoming and vibrant community for Veterans of the greaterGreater Los Angeles area, and to help end Veterans homelessness in Los Angeles, California, with the purpose of ensuring that the WLA Campus more appropriately benefits

Veterans and their families, including Veterans who are severely disabled, chronically homeless, aging, or female; and

D. WHEREAS, VA’s January 2016 Draft Master Plan for the WLA Campus recognizes the historic significance of the Chapel and of the WLA Campus as a whole and commits to “[p]reserving the site’s historic structures and using them as building blocks for a new community [for Veterans and their families] … to enhance Veteran pride of ownership, anchor the campus in its prominent place in VA history, and bridge the needs of Veterans and the community at large, this lease is executed consistent with VA’s Draft Master Plan, guided by collaborative work by VA and Lessee to develop the programs and activities set forth below for the direct benefit of Veterans; and

BE. WHEREAS, VA has identified the Wadsworth Chapel as a historic property which is individually listed in the National Register of Historic Properties, and, on May 1, 2019, executed with the Advisory Council on Historic Preservation (ACHP) and the California State Historic

Preservation Office (SHPO) a Programmatic Agreement pursuant to Section 106 of the National

Historic Preservation Act regarding redevelopment of the WLA Campus, including the Wadsworth

Chapel (“106 PA”); and

F WHEREAS, the WLA Campus, and any actions taken by VA relating to the WLA

Campus, are subject to federalFederal law, including but not limited to the West Los AngelesLA

Leasing Act of 2016 (Public Law 114-226, as amended by Public Law 115-251, the Department of Veterans Affairs Expiring Authorities Act of 2018) and will be taken in accordance with VA’s

WLA Campus Draft Master Plan dated January 28, 2016 (“Draft Master Plan”) or successor

Master Plan; and

EG. WHEREAS, this Lease is entered on the Effective Date, for good and valuable consideration set forth herein, to confirm and memorialize the Parties’ mutual understandings of the terms and conditions whereby Lessee will prospectively provide Veteran-focused services and support to VA's WLA Campus, for the direct and principal benefit of Veterans and their families. The Parties agree that this Lease contains the terms of a real property agreement and related agreements setting forth in appropriate detail the rights and obligations of the Parties; and

F WHEREAS, This Lease is executed consistent with VA’s Draft Master Plan for the WLA Campus and in recognition of VA’s goals to revitalize the WLA Campus into a welcoming, and inviting facility for Veterans of the Greater Los Angeles area, and to help end

Veterans homelessness, and is guided by collaborative work by VA and Lessee to develop the programs and activities set forth below for the direct benefit of Veterans; and

GH. WHEREAS, VA has determined that this Lease and the consideration to be provided from the Lessee is consistent with VA’s mission and operations, and will help revitalize the WLA Campus for the benefit of Veterans and their families; and

H.I WHEREAS, the Department and Lessee understand that during the Lease Term, the Property, as defined in Article 1 of this Lease, shall be subject to applicable Federal, State, and local laws, codes, ordinances, regulations, and permitting requirements; and

IJ. WHEREAS, the Department and Lessee understand that during the Lease Term, Lessee will be required to comply with the Service Contract Act (41 U.S.C. §§ 6701-6707); and

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, receipt of which is hereby acknowledged and accepted, it is hereby agreed that the terms and conditions of this Lease are as follows:

ARTICLE 1 – EXHIBITS AND DEFINITIONS

A. Exhibits: The following constitute the Exhibits to this Lease. Each of the Exhibits is attached to this Lease and isare hereby incorporated by this reference:

1. Exhibit “A”: Property Description

2. Exhibit “B”: Site Plan

3. Exhibit “C”: The West Los Angeles Leasing Act of 2016 (Public Law 114-226) and), as amended by the VA Expiring Authorities Act of 2018 (Section 303 of Public Law 115-251)

4. Exhibit “D”: Proposed Project Description , Property Management Plan and

Business Plan (subject to final approvals post-award)

B. Definitions: The following constitute the definitions to this Lease:

“Chapel Site”: means the site area containing approximately 40,000 square feet bounded by Parking Lot Number 7 to the West, Eisenhower Avenue to the North and the interior edge of the walkway located to the East and South, of the Chapel.

“Congress”: means the Congress of the United States of America.

“Department” or “VA”: means the United States Department of Veterans Affairs.

“Effective Date”: means the date this Lease is executed by both Parties; provided that, if the Parties execute this Lease on different days, the Effective Date shall mean the later day that this Lease is executed.

“Force Majeure”: means any of the following that directly cause any of Lessee’s obligations hereunder not to be performed in a timely manner: (a) an earthquake, hurricane, tornado, flood, or other similar act of God; (b) fire; (c) strikes or similar labor disputes provided such strike or similar dispute is beyond Lessee’s control and provided Lessee takes all steps reasonably possible to remediate such strike or similar dispute; (d) acts of the public enemy; (e) inability to obtain labor or materials or clear access to the Project by reason of acts or omissions of any governmental body not caused by Lessee’s actions or omissions; (f) rebellions, riots, insurrections or civil unrest; (g) unusually severe weather conditions that actually cause similar renovation activities in the area of the Project to be suspended; (h) discovery, remediation, and abatement of any unknown environmental hazard or unknown hazardous substance (i.e., a hazardous substance, covered by any environmental law or regulation, whose existence on the

Property is unknown to Lessee by the Effective Date) which is affecting the Property; (i) discovery of any ancient, historical, archeological, architectural, or cultural artifacts, relics, or remains on the

Property; and (j) any act or omission of a governmental body other than VA not caused by VA’s or Lessee’s actions or omissions.

“Hazardous Substances”: means those substances as defined in Article 34 of17of this

Lease.

“Lease”: means this Lease between the Department and Lessee.

“Lease Term”: means the Initial Term of the Lease and, if applicable, the Extension

Term(s), as defined in Article 3.B of the Lease.

“Lessee”: means To Be Determined Entity.

“Project”: means the actions undertaken to fund, design, preserve, renovaterehabilitate, maintain, and operate the Property in accordance with this Lease, and the provision of services provided in Article 2 of this Lease. . The Project is described in more detail in Exhibit “D”.

“Property””: ”: means that certain real property consisting Historic Wadsworth Chapel

(Building 20) containing approximately 5,350 building square feet and including the Chapel Site

(hereinafter the “Property” or the “Chapel”), as described and depicted in Exhibit “A”, respectively, and all of the structures, improvements, utilities, fixtures, infrastructure, and any other improvements that are located, constructed, erected or placed thereon.

“Qualified Party”: means any Person whereby (i) neither such Person nor any of its partners, members, or principal stockholders is debarred or suspended from doing business with the Department or any other Federal government agency, (ii) neither such Person nor any of its partners, members, or principal stockholders is listed on any non-procurement or reciprocal lists on the most current “System for Award Management” published by the United States General

Services Administration at www.sam.gov, as updated from time to time, or any replacement thereof, (iii) neither such Person nor any of its partners, members, or principal stockholders is a person who poses a security or safety risk as determined by the Secretary of State, including but not limited to any person who either represents a country, or is a member of or provides political, financial or military support to a group, that is listed in the most current “Patterns of Global

Terrorism” report, issued by the Secretary of State in compliance with 22 U.S.C. § 2656f(a), available from the Superintendent of Documents, U.S. Government Printing Office, Washington

D.C. 20402 and also available at https://www.state.gov/j/ct/rls/crt/, and (iv) neither such Person nor any of its partners, members or principal stockholders is subject to a criminal indictment or information for a felony in any court in the United States. For purposes of this Lease, the term

“principal stockholder” shall mean any person who is a beneficial owner (as defined for purposes of Rule 13d-3 of the Securities and Exchange Act of 1934, as amended and promulgated by the

Securities and Exchange Commission) of ten percent (10%) or more of the outstanding stock or other equity of the Lessee.

“Secretary”: means the Secretary of VA or the individual delegated to act for and on behalf of the Secretary.

“Services”: means services provided by the Lessee to rehabilitate, renovate and, preserve, and operate the Chapel.

“VA Expiring Authorities Act”: means the Department of Veterans Affairs Expiring

Authorities Act of 2018, (Public Law 115-251), which is contained inat Section 303 of Public Law

115-251,modified compliance requirements for particular leases relating to the WLA Campus and attached as Exhibit “C” to this Lease.

“WLA Campus”: means the VA West Los Angeles Campus located at 11301 Wilshire

Boulevard, Los Angeles, California 90073.

“Veteran(s)”: means a Veteran(s) who served in the active military, naval or air service, and who was discharged or released therefrom).

“West LA Leasing Act”: means the West Los Angeles Leasing Act of 2016, which is contained in (Public Law No: 114-226), as amended by the VA Expiring Authorities Act, and attached as Exhibit “C” to this Lease.

ARTICLE 2 – CONSIDERATION FOR LEASE AND OPERATING GUIDELINES

A. Consideration: In return for VA granting this Lease for the Property on the WLA Campus, in addition to providing services that principally benefit Veterans and their families as provided in

Article 2.B., below, the Lessee hereby agrees to provide the following consideration for :

1. Annual rental payment of $1.00 to be paid on the primary benefit of Veterans and their families:anniversary of the effective date of the Lease.

[TO BE DETERMINED THROUGH SOLICITATION, RFP SECTION 4]

2. Maintenance and protection of the Property consistent with the solemnity and historic significance of the facility.

B. Operating Guidelines. for Services that Principally Benefit Veterans and Their

Families. The Department and Lessee hereby agree as follows:

1. Services that Principally Benefit Veterans and their Families: The primary purpose of the Lease will be the provision of services that principally benefit Veterans and their families. 1Such services must include services to preserve and rehabilitate the Chapel, as well as services provided within the rehabilitated structure consistent with one or more of Sections

2(b)(2)(A) through (2)(b)(2)(I) of the West LA Leasing Act. For purposes of section 2(b)(2)(I) of the West LA Leasing Act, VA considers services to rehabilitate and preserve the Chapel to be services in support of the services to be provided in the Chapel post-rehabilitation. The term

“services that principally benefit Veterans and their families” is defined in Section (2)(l)(1) of the

West LA Leasing Act to mean services “provided exclusively to veterans and their families”, or services “that are designed for the particular needs of veterans and their families, as opposed to the general public, and any benefit to the general public is distinct from the intended benefit to veterans and their families”. Section 2(l)(2) of the West LA Leasing Act further provides that services in which the only benefit to Veterans and their families is the generation of revenue for

VA do not meet the definition of “services that principally benefit Veterans and their families.” Any services provided to Veterans and their families by Lessee within the Chapel post-rehabilitation must be coordinated with VA to ensure that such services complement the care and services provided by VA and are consistent with applicable Federal laws. Such services will include the following initiatives:

a. Rehabilitation and historic preservation of the Wadsworth Chapel in a manner consistent with all applicable Federal laws and regulations related to environmental and historic preservation;

b. Fund, design, preserve, rehabilitate, maintain, and operate, and manage the Wadsworth Chapel in a diligent and, careful and first-class manner consistent with the solemnity and historic significance of the Wadsworth Chapel;

c. Provide an environment conducive to transformative services, socialization, therapeutic support and evidence-based therapies, community building, and spiritual wellness for Veterans and their families;

d. Award a portion of building and non-building trades work to Service-

Disabled Veteran Owned Small Businesses (SDVOSB) and/or Veteran Owned Small Businesses

(VOSB);

e. Work with local SDVOSB and VOSB associations and Veterans’ service organizations for referrals of qualified persons to meet hiring targets;

f. Provide Pre-Apprenticeship training scholarships for local Veteran residents as well as increased employment opportunities, vocational training, and skill building for

Veterans;

g. Implement and manage a moral injury center focused on healing the moral, ethical and spiritual wounds of war, fostering new research, and developing more holistic care;

h. Implement and manage a continuum of therapeutic support and evidence-based therapies to promote the health and wellness (including spiritual wellness) of Veterans and their families, including but not limited to Self-Care Instruction, Nutrition, Socialization, Family

Support, Meditation, Yoga, Mindfulness Practices, Art Therapies and Trauma-Informed Care; and

i. Provide a venue for peer activities, socialization, hosting guest speakers, community events, spiritual practice-gatherings and other events for Veterans and their families to strengthen and maintain new skills.

2. Project Schedule: Lessee shall advance the Project under the following general timelines :

[NOTE: DATES TO BE UPDATED AND RECONCILED PRIOR TO LEASE EXECUTION]:

a. Commence in earnest comprehensive fundraising or other activities to secure funding for the Project no later than thirty (30) days after the awardeffective date of the

Lease;

b. Finalize design efforts no later than two (2) years after the awardeffective date of the Lease;

c. Obtain all required approvals no later than three (3) years after the awardeffective date of the Lease,;

d. Commence construction activities no later than three (3) years after the awardeffective date of the Lease.

If there are delays in meeting the deadlines as to any of the items in the above timeline and such delay is the result of circumstances that are beyond the Lessee’s control, the Lessee shall notify the VA of the delay and provide a plan to the VA on how the Lessee will address the delay and a revised timeline to accomplish the plan. The Parties agree that they will work collaboratively in good faith to address the delay and to mitigate its effects on completion of the

Project.

23. Historic Preservation: In accordance with Section 2(b)(2)(I) of the West L.A.LA

Leasing Act, Lessee, at its sole cost and liability, shall fund, design, and construct all aspects of the Project as contemplated under this lease for the renovationpreservation and rehabilitation of the Chapel, as well as services provided within the rehabilitated structure. The Lessee will be responsible, at its sole cost and liability, for the rehabilitation of the Chapel in a manner that is consistent with the Secretary of the Interior’s Standards for the Treatment of Historic Properties.

4. Environmental and Historic Preservation: In accordance with Section 2(b)(2)(I) of the West LA Leasing Act, Lessee shall fund, design, and construct all aspects of the Project for the rehabilitation and historic preservation of the Chapel. Consistent with Section 2(h) of the

West L.A.LA Leasing Act, such renovationrehabilitation and historic preservation must be carried out consistent with all applicable Federal laws relating to environmental and historic preservation, and subject to VA’VA pre-approval of Lessee’s detailed final renovationrehabilitation and historic preservation plans and specifications (“Final Plans”), which approval shall be withheld only if VA determines that Lessee’s Final Plans are not consistent with the 106 PA and/or all applicable

Federal laws and regulations, including but not limited to those relating to environmental and historic preservation, and/or will materially interfere with the health and safety of Veterans, employees, and visitors to the WLA Campus, or otherwise interfere with the effective operation of the WLA Campus and/or as a medical facility and home for Veterans.

The demolition of all of the existing improvements and/or new construction of ancillary buildings is prohibited.subject to VA review and approval. Limited demolition will may be allowed as part of the renovationrehabilitation and preservation of the Chapel, subject to VA review and approval and compliance with the 106 PA.

3. The Parties agree that activities contemplated under this lease must be evaluated for required compliance activities with applicable laws and regulations, including but not limited to those regarding the National Environmental Policy Act (NEPA), and the National Historic

Preservation Act (NHPA). Lessee shall commence any necessary compliance activities and coordinate with VA early in the planning process. In that regard, the Parties agree and recognize that as a Federal agency, VA must be notified of activities that have the potential to impact the environment and historic properties under its jurisdiction and control.

5. General Maintenance and Repairs: Lessee shall keep the ChapelProperty clean, sanitary, and in a proper state of maintenance and repair, including pest control, in accordance with standards of cleanliness, maintenance and repair similar to other historically significant properties in the City of Los Angelesa manner satisfactory to VA.The VA will maintain the Property until the commencement date, which date shall be established upon the satisfaction of the following conditions precedent: the Lessee’s securing of financing, the VA’s approval of the design and construction plans, and other events that must occur prior to the Lessee taking possession of the Property and beginning construction. Beginning on the commencement date, Lessee shall take possession and have unlimited access to the Property. Lessee will keep the

Property clean, sanitary, and in a proper state of maintenance and repair, including pest control, in a manner satisfactory to VA. Until the commencement date, the VA shall have complete control over the Property. The Parties understand that, from time to time before the commencement date, the Lessee may need access to the Property. On such occasions, the Lessee shall have access to the Property with the VA’s approval.

4. 6. General Management and Use: Lessee shall renovaterehabilitate, preserve, manage, operate, and maintain the Chapel in a diligent and, careful, and first-class manner consistent with the solemnity and historic significance of the Chapel, with the WLA

Campus’ intended purpose as a home for Veterans, and with the requirement in the West L.A.LA

Leasing Act that leases on the WLA Campus result in be for the provision of services that principally benefit Veterans and their families. Lessee shall act in accordance with Federal laws and regulations and all Lease requirements with respect to the proper protection of, and accounting for VA’s assets. Lessee shall not use or occupy the Chapel or any portion thereof, or permit any other person to use or occupy the Chapel or any portion thereof, in any manner or for any purpose which (a) would constitute a nuisance, or (b) which would injure the reputation of the

Chapel or VA, or (c) would unreasonably disturb Veterans or their families living or receiving care and/or services on the WLA Campus.

5. Services that Principally Benefit Veterans and their Families: The primary purpose of the Lease will be the provision of services that principally benefit Veterans and their families. Such services must include services to renovate and preserve the Chapel, consistent with section 2(b)(2)(i) of the West L.A. Leasing Act, and may also include services provided within the renovated structure consistent with sections 2(b)(2)(a) through (2)(b)(2)(h) of the West L.A. Leasing Act. The term “services that principally benefit Veterans and their families” is defined in section (2)(l) of the West L.A. Leasing Act to mean “services provided exclusively to Veterans and their families, or that are designed for the particular needs of

Veterans and their families, as opposed to the general public, such that any benefit to the general public is distinct from the intended benefit to Veterans and their families. Section 2(l) of the West L.A. Leasing Act further provides that services in which the only benefit to Veterans and their families is the generation of revenue for VA do not meet the definition of “services that principally benefit Veterans and their families.

6. Additional Services: Should Lessee provide on-going services for Veterans and their families within the Chapel post-construction, and if those services include services that VA is authorized and funded to provide to Veterans (e.g. spiritual wellness services within the purview of VA Chaplain Service), Lessee must coordinate such services with VA to ensure that

Lessee’s services complement VA’s services and do not conflict with established VA policy or practice.

7. Safety, Complaints, and Problems: Beginning on the commencement date, Lessee shall employ or contract for sufficient safety and maintenance personnel to maintain the

Chapel and the Chapel Site during the Lease term. Lessee must promptly alert the VA police of any potential health, safety, or security events observed at or near the Chapel and the Chapel

Site. Lessee shall also promptly advise VA of all claims or complaints about the Chapel and the

Chapel Site and/or Lessee’s renovationrehabilitation and/or operation thereof. Lessee shall also make every effort to proceed and resolve all claims and complaints arising from renovationrehabilitation of the Chapel and from services provided within the Chapel post-renovationrehabilitation. Lessee shall be responsible for indemnifying VA from any and all such claims.

8. Reporting & Audit: Lessee shall at all times cooperate in good faith with respect to the actions of VA necessary to comply with the audit and reporting requirements of the West

LA Leasing Act. This includes, without limitation, complying with any and all recommendations and requests of the VA Office of Inspector General. On an annual basis during the Lease term at its sole expense, Lessee shall obtain an independent third-party audit report of Lessee’s obligations under the Lease Agreement, detailing the extent to which the obligations are being met, as well as specific recommendations to address any identified deficiencies going forward.

The independent audit shall contain a section containing feedback and input the auditor solicits and receives as part of their audit report preparation, from stakeholders including the California congressional delegation, the former Plaintiffs in the Valentini v. McDonald lawsuit, Veteran

Service Organizations, and Veterans, through means such as town halls, interviews, focus groups, written responses and/or surveys. Within sixty (60) days of the completion of the third-party audit and its delivery to VA, the Parties’ shall engage in discussions to review the report and address the auditor’s recommendations regarding compliance with the terms of the Lease, and to explore potential improvements to address any identified deficiencies in or necessary adjustments to the delivery of Lessee benefits and services to Veterans and their families.

9. Fundraising: Fundraising Pursuant to 38 C.F.R. § 1.218(a)(8), fundraising is strictly prohibited on property owned by VA. See 38 CFR § 1.218(a)(8). For that reason, the

Lessee will be strictly prohibited from conducting any fundraising activity, soliciting alms and contributions, commercial soliciting and vending of all kinds, displaying or distributing commercial advertising, or collecting private debts in or near the Chapel, the Chapel Site, or elsewhere on the

WLA Campus. The VA agrees to give Lessee naming rights inside the Chapel, subject to VA approval.

10. Prevailing Wages: Lessee shall comply with the requirements of the Davis-Bacon

Act, as amended, 40 U.S.C. §§ 3141, et seq.., and the relevant rules, regulations, and orders of the Secretary of Labor applicable thereto.

11. Utilities: Beginning on the commencement date, Lessee shall install separate meter(s) for utilities that service the Chapel and to the extent allowable by the respective utility provider and economically feasible for Lessee, reconfigure the utility services to be separate and distinct from the utilities currently provided by VA. Throughout the term of the Lease, it is the responsibility of the selected OfferorLessee to pay for all utilities through separate metering with all payments remitted directly to the public utility provider and reimbursement to VA for utility consumption during the period prior to the implementation of separate meters.

12. Handicap Accessibility: TheLessee shall ensure that the Project, and all activities on the WLA Campus and within the Chapel comply in all respects with the Americans with

Disabilities Act of 1990, 42 U.S.C. §§ 12101, et seq., and the Architectural Barriers Act of 1968, 42 U.S.C. §§ 4151, et seq., as amended.

ARTICLE 3 – LEASE TERM

A. Initial Term. Unless earlier terminated by the Department as provided in accordance with the terms of this Lease, the initial term of this Lease shall be for twenty (20) years, commencing on the Effective Date (“Initial Term”).

B. Extension Term(s). Subject to the provisions of this Section B, the Lease shall provide for three (3) additional ten (10) year extension options to extend the Lease Term, which shall hereafter be referred to individually as an "Extension Term").

1. The Lease may be extended based upon mutual agreement of the Parties. Lessee shall notify the Department in writing requesting to exercise an Extension Term at least One

Hundred Eighty (180) calendar days prior to the end of the Initial Term or any approved Extension

Term. The Government shall provide a written response to the request to exercise an Extension

Term and acceptance or rejection therein, within thirty (30) calendar days of receipt of such request. Acceptance or rejection of any extension request will be at VA’s sole and absolute discretion. The VA’s agreement to a renewal of the term shall not be unreasonably withheld, conditioned or delayed.

2. Notwithstanding anything in this Lease to the contrary, all of the terms, conditions, covenants, obligations, representations, warranties, and provisions of this Lease shall apply to the Extension Term(s).

C. Termination. The Department and Lessee hereby agree as follows:

1. Termination for Government Convenience. VA may, during the Lease term, terminate for convenience the Lease, if the VA Lease Contracting Officer determines that doing so is in the VA’s interest. The VA Lease Contracting Officer shall terminate by delivering to the

Lessee a Notice of Termination specifying the termination and the effective date. Any costs arising from or related to such termination, incurred by Lessee, shall be borne by the Lessee.

2. Termination for Default. VA may, by written notice of default to the Lessee, terminate this lease in whole or in part if the Lessee fails to (a) To perform the services within the time specified in this lease agreement or any extension; (b) Make progress, so as to endanger performance of this lease; or (c) Perform any of the other provisions of this lease. VA’s right to terminate this lease, may be exercised if the Lessee does not cure such failure within ten (10) days (or more if authorized in writing by the VA Lease Contracting Officer) after receipt of the notice from the VA Lease Contracting Officer specifying the failure. If the VA terminates this lease in whole or in part, it may acquire, under the terms and in the manner the VA Lease Contracting

Officer considers appropriate, services similar to those terminated, and the Lessee will be liable to the Government for any excess costs for those services. However, the Lessee shall continue the work not terminated. Except for defaults of subcontractors at any tier, the Lessee shall not be liable for any excess costs if the failure to perform the lease arises from causes beyond the control and without the fault or negligence of the Lessee. Examples of such causes include: (1) acts of

God or of the public enemy; (2) acts of the Government in either its sovereign or contractual capacity; (3) fires; (4) floods; (5) epidemics; (6) quarantine restrictions; (7) strikes; (8) freight embargoes, and (9) unusually severe weather. In each instance the failure to perform must be beyond the control and without the fault or negligence of the Lessee. If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Lessee and subcontractor, and without the fault or negligence of either, the

Lessee shall not be liable for any excess costs for failure to perform, unless the subcontracted services were obtainable from other sources in sufficient time for the Lessee to meet the required delivery schedule.

ARTICLE 3 – LEASE TERM

A. Initial Term. Unless earlier terminated by the Department as provided in accordance with the terms of this Lease, the initial term of this Lease shall be for twenty (20) years, commencing on the Effective Date (“Initial Term”).

B. Extension Term(s). Subject to the provisions of this Section B, the Lease shall provide for three (3) additional ten (10) year extension options to extend the Lease Term, which shall hereafter be referred to individually as an "Extension Term").

1. The Lease may be renewed based upon mutual agreement of the Parties. Lessee shall notify the Department in writing requesting renewal of an option term at least One Hundred

Eighty (180) calendar days prior to the end of the original lease term or any option extension thereof. The Government shall provide a written response to the renewal request and acceptance or rejection therein, within thirty (30) calendar days of receipt of such notice. Acceptance or rejection of any renewal request will be at VA’s sole and absolute discretion.

2. Notwithstanding anything in this Lease to the contrary, all of the terms, conditions, covenants, obligations, representations, warranties, and provisions of this Lease shall apply to the Extension Term(s).

ARTICLE 4 - PROPERTY TO BE LEASED TO LESSEE

A. The Property subject to this Lease shall constitute all site improvements, utilities, buildings, fixtures, and any other improvements located on the Property described and depicted in Exhibit “A”.

ARTICLE 5 - SUBJECT TO EXISTING AND FUTURE EASEMENTS AND RIGHT OF

WAY

A. This Lease is subject to all existing easements and rights of way, whether or not recorded, for location of any type of facilities over, across, in, above, or upon the Property or any portion thereof; and the right of the Department, upon consultation with Lessee, to grant such additional easements or rights of way over, across, in, above, or upon the Property; and such approval shall not be unreasonably or arbitrarily withheld or delayed, provided that any such additional easements or rights of way shall not be inconsistent with Lessee’s quiet use and enjoyment of the Property under this Lease, and shall be conditioned on the assumption by the grantee thereof of liability to the Department and to Lessee for such damages as the Department and/or Lessee shall suffer for property damaged or destroyed or Property rendered uninsurable as a result of grantee’s exercise of its rights thereunder. VA represents and Lessee acknowledges that VA has disclosed to Lessee all easements located on the Property of which VA is aware.

B. There is hereby reserved to the holders of such easements and rights of way as presently in existence, whether or not recorded, outstanding or which may hereafter be granted, to any

Federal, State, or local officials engaged in the inspection, renovation, installation, maintenance, operation, repair, or replacement of facilities located on the Property, such reasonable rights of ingress and egress over the Property as shall be necessary for the performance of their official duties with regard to such facilities.

C. The Department shall have the right to relocate any existing easements (at its sole cost and expense) and grant additional easements and rights of way over, across, in and upon the

Property, provided that: (1) any additional easement or right of way shall not be inconsistent with or adversely affect Lessee’s actual or intended use of the Property; (2) the grantee of any such easement or right-of-way agrees in writing to indemnify, hold harmless and defend the

Department and Lessee from and against any and all claims, actions, losses, damages or costs and expenses as the Department or Lessee shall suffer or incur for injury to persons, or property destroyed as a result of grantee’s exercise of its rights thereunder; and (3) the granting of such easement or right-of-way shall not affect the insurability of the Property (i.e., either for title insurance purposes or for purposes of liability and casualty insurance).

ARTICLE 6 - REPRESENTATIONS AND COMMITMENTS

A. Lessee and the Department hereby represent, warrant, and covenant that:

1. Each Party has complied with all applicable laws and requirements in connection with the execution, delivery, and performance of this Lease.

2. Each Party is duly authorized to execute and deliver this Lease.

3. This Lease constitutes a legal, valid, and binding obligation of each Party, enforceable in accordance with its terms.

4. Upon expiration or termination of this Lease, title to the improvements constructed or placed on the Property and the fixtures annexed thereto shall immediately vest in and become the property of the Department, as part of the real estate and Property, without any additional compensation therefor and without any instrument of conveyance. Lessee covenants and agrees, upon demand by the Department, on or after termination of the Lease, to execute any instruments requested by the Department to effectuate the conveyance of improvements, utilities, fixtures, and infrastructure constructed or placed on the Property and the fixtures annexed thereto.

5. Each Party undertakes to act with reasonable promptness, so that the other Party can complete its Lease obligations within agreed timelines.

B. Lessee represents, warrants, and covenants to the Department that:

1. Lessee is (a) a non-profit public benefit corporation, duly organized, validly existing and in full force and effect under the laws of the State of California; (b) will validly and legally remain as such throughout the Lease Term; (c) has and will continue to have throughout the

Lease Term, full power as a corporationan organization to enter into and perform its obligations under this Lease; and (d) has, or will have prior to the time the same are required by law, and will thereafter maintain throughout the remaining Lease Term, all licenses or other governmental approvals necessary to perform its obligations hereunder.

2. The Lessee’s signing, delivery, and performance of this Lease and its consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action on the part of the Lessee. To the Lessee's knowledge, neither its signing and delivery of this Lease, nor its consummation of the transactions herein contemplated, nor its compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, (a) any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Lessee or its properties, (b) the constituent documents of the

Lessee, or (c) any of the provisions of any indenture, mortgage, contract or other instrument to which the Lessee is a party or by which it or any of its properties is bound, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, mortgage, contract or other instrument.

3. All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights, and licenses required under applicable law that are necessary in connection with the Lessee’s signing and delivery of this Lease or the Lessee’s consummation of the transactions contemplated hereby or the Lessee’s performance of its obligations hereunder, have been duly taken, given or obtained, as the case may be, are in full force and effect, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise), and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired, or no review thereof may be obtained or appeal therefrom taken.

4. This Lease has been duly signed and delivered by the Lessee and, assuming due authorization, signing and delivery by the Department, constitutes a valid and binding obligation of the Lessee enforceable against the Lessee in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of the rights of creditors generally and the application of equitable principles in any proceeding, whether at law or in equity).

5. There is no action, suit, proceeding or investigation pending or, to the Lessee’s knowledge, threatened against the Lessee before any court, administrative agency, arbitrator or governmental body that: (a) relates to any of the transactions contemplated by this Lease, or (b) either in any one instance or in the aggregate, if determined against the Lessee, would reasonably be likely (i) to conflict with the terms of this Lease or of any action taken or to be taken in connection with the obligations of the Lessee contemplated herein, (ii) to materially and adversely affect the Lessee’s business, assets, operations or condition (financial or otherwise), taken as a whole, or (iii) to materially and adversely affect the ability of the Lessee to perform its obligations under this Lease.

6. The Lessee is not in default with respect to any order or decree of any court or any order, rule, regulation, or demand of any Federal, State, municipal, or governmental agency, which default would reasonably be likely to materially and adversely affect the Lessee’s ability to perform its obligations under this Lease or the transactions contemplated hereby.

7. All negotiations relative to this Lease and the transactions contemplated hereby have been carried on by the Lessee directly with the Department, and without the intervention of any Person who may or will have a valid claim against the Department for a finder’s fee, brokerage commission or other like payment with respect to this Lease or such transactions.

8. The Lessee is, and at all times during the Lease Term will be, a Qualified Party. If at any time the Lessee fails or is reasonably likely or expected to fail to continue to be a Qualified

Party, the Lessee will immediately so advise the Department in writing.

9. Lessee has inspected the Property, is fully familiar with the physical condition of the Property and the historic status of the Property, and based on the foregoing, accepts such

Property “as is” and with all faults, subject to all applicable law, and assumes all risks associated with pursuing the Project in accordance with this Lease and all applicable law.

10. As of the Effective Date, Lessee shall in accordance with and subject to Articles

16 and 3417 of this Lease, be responsible for all costs associated with or pertaining to the removal of any and all Hazardous Substances and materials from the Property, including but not limited to, asbestos, mold, lead paint, and renovation, construction, and demolition debris. All such removal activities shall be performed in accordance with applicable Federal, State, and local laws, codes, and ordinances.

11. The Department has made no representations or warranties concerning the condition of the Property, the fitness or suitability for any particular use or access to the Property, and the Department shall not be liable to Lessee for any latent or patent defects in such Property, nor has the Department agreed with Lessee to alter, improve, or maintain such Property.

12. During the Lease Term, Lessee will operate, manage, and maintain the Property for the Project in accordance with the terms and conditions of this Lease.

13. During the Lease Term, Lessee will: (a) obtain, at its own expense, all pertinent

Federal, State, and local permits, licenses, and approvals (including those approvals of VA) necessary for renovationrehabilitation, operation, management, and maintenance of the

Property; (b) assure that all applicable Federal, State, and local requirements are met during renovationrehabilitation, operation, management, and maintenance of the Property (including but not limited to, the latest version of the National Fire Protection Association (NFPA) 101 Life Safety

Code; the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101, et seq.); the NHPA (54

U.S.C. § 300101, et seq.); and the Archaeological Resources Protection Act (16 U.S.C. § 470 et.

seq.); and the Service Contract Act (41 U.S.C. §§ 6701-6707), all as such laws may be amended from time to time); (c) assure that the operation of the Property in accordance with Article 6.B.13 does not negatively affect VA’s activities and operations; and (d) assure that the Property is operated as a drug and alcohol free environment and take action promptly when this requirement is not met by visitors, customers, and Licensee’sLessee’s employees, contractors, and consultants.

14. Lessee will at all times during the Lease Term and its operation and management and maintenance of the Property;, use all reasonable and commercial best efforts to act so as to avoid the occurrence of any action(s) contained in Article 2.B.1522 which constitute events of default.

15. Lessee will be responsible for maintaining and securing all necessary access to the Property for operation, management, and maintenance of the Property. Access that requires utilization of VA property other than the Property that is the subject of this Lease shall require advance coordination with and approval of the VA Lease Contracting Officer.

16. Lessee will be solely responsible for any and all costs associated with the repair and maintenance of the Property in accordance with Articles 10 and 11 of this Lease.

17. Lessee will assure that its rehabilitation, construction, operation, management, and maintenance activities, and any other activities taken pursuant to this lease do not negatively affect VA’s activities or operations.

18. Lessee shall, at its own expense and at all times, comply with the provisions of the

NHPA and the Archaeological Resources Protection Act, 16 U.S.C. § 470, et seq., the 106 PA, and any agreements executed with the State Historic Preservation Office (“SHPO”),”) and/or

ACHP, and shall coordinate and work with the Department and the SHPO/ACHP as needed.

19. Lessee shall not knowingly remove or disturb, or cause or permit to be removed or disturbed, any historical, archeological, architectural, or other cultural artifacts, relics, remains or objects of antiquity. In the event such items are discovered on the Property, Lessee shall immediately notify the VA Lease Contracting Officer and protect the site and items from further disturbance until the VA Lease Contracting Officer gives clearance to proceed.

20. (a) In coordination with the Department, Lessee will, within sixty (60) days after the completion of the yearly audit for each of its annual fiscal years on which Lessee operates, provide the Department with a copy of its audited financial statements for the Property, along with a statement of revenues and expenditures, annual reports, and any related financial disclosure documents for such fiscal year (collectively, the “Lessee Financials”). Additionally, Lessee will immediately notify the Department telephonically and in writing of the occurrence of any material adverse change to its financial condition or circumstance that may affect its ability to perform its obligations under this Lease.

(b) Upon receiving the Lessee Financials referenced in the preceding

Subparagraph (a) of this Paragraph 20, VA shall be entitled to review themthe Lessee Financials to ensure that Lessee is not undergoing, or about to undergo, an adverse financial condition or circumstance that would negatively impact Lessee’s ability to timely and adequately meet its

Lease obligations.

(c) With respect to Lessee’s obligations under this Paragraph 20, the Parties agree that if and to the extent that the highest court or other adjudicative body of competent jurisdiction to which the matter may be presented determines that any Lessee Financials submitted to VA (which were not duly corrected or supplemented within a reasonable time period) are materially misleading, VA shall be entitled to pursue any and all remedies available to it under this Lease, Federal, State, and local law, and at equity.

21. Annual Audit of the Lease: On an annual basis during the Lease Term, Lessee shall obtain an independent third-party audit report of Lessee’s obligations under this Lease, detailing the extent to which the obligations contained in this Lease, particularly Article 2, are being met, as well as specific recommendations to address any identified deficiencies going forward. The independent audit shall contain a section containing feedback and input the auditor solicits and receives as part of their audit report preparation, from stakeholders including the California congressional delegation, the former Plaintiffs in the Valentini v. McDonald lawsuit, Veteran Service Organizations, and Veterans, through means such as town halls, interviews, focus groups, written responses and/or surveys. Within sixty (60) days of the receipt and delivery to VA of the audit report, the Parties shall engage in discussions to review the report and address the auditor’s recommendations regarding compliance with the terms of the

Lease, and to explore potential improvements to address any identified deficiencies in or necessary adjustments to the delivery of Lessee benefits and services to Veterans…