AFP-JSC-EXP-2026 - Attachment B - NHPA Model Lease 1.pdf

NATIONAL HISTORIC PRESERVATION ACT LEASE

BETWEEN

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

AND

[Tenant]

FOR

Non-Excess Undeveloped Land at Lyndon B. Johnson Space Center

PREAMBLE

This National Historic Preservation Act Lease ("Lease") is made, effective as of the date of the last signature below, by and between the NATIONAL AERONAUTICS AND SPACE

ADMINISTRATION, an Agency of the United States, [Name of the Center] (“Center”), [address of the Center], as the lessor ("NASA") and [Name of the Tenant, including entity type and state of organization, e.g., “. . . a Delaware corporation”], located at [address of

Tenant principle office], as the lessee ("Tenant”, together with NASA, collectively, "the

Parties"). This Lease is made under the authority of the National Historic Preservation Act per 54 U.S.C. § 306121 with reference to the following:

RECITALS

A. NASA is committed to using its real property assets to efficiently support the Nation's space exploration activities and enable the greatest public benefit from the leasing of non-excess, underutilized real property under its jurisdiction.

B. Tenant is a [Insert a description of Tenant].

C. Tenant desires to lease certain real property (“Property”) at the Center as further defined in Article 1, Property, below, which is non-excess to NASA, but which NASA is not currently fully utilizing. Tenant's planned use of the Property will not interfere with

NASA operations and will have no negative impact to NASA missions.

D. Accordingly, the Parties hereby enter into this Lease for the Property in accordance with the terms and conditions set forth herein. The Parties acknowledge and agree that NASA is not providing the Property to Tenant as Government-furnished property under any contract or subcontract, and Tenant agrees that it shall not charge or submit for payment any consideration provided pursuant to this Lease as a direct cost or charge under any such contract or subcontract.

E. This Lease enables NASA to meet its obligation to preserve its historic properties in accordance with the National Historic Preservation Act (“NHPA”). Under this Lease, Tenant will own a leasehold interest in real property located in an historic district that is eligible to be listed in the National Register of Historic Places, which is not currently being fully utilized by NASA for any project or program uses and are not expected to be needed for any such uses during the Term. Utilizing the historic property will help maintain the condition of the property and ensure the preservation of NASA's historic property. Tenant understands that it is necessary to cooperate and work with NASA to on consultation with the SHPO for the purposes of compliance with Section 106 of NHPA and the agreements made during the ACHP consultation.

Now, therefore, NASA and Tenant agree as follows:

ARTICLE 1 - PROPERTY

1.1. Lease of Property

NASA hereby leases to Tenant, and Tenant leases from NASA, for the term set forth in

Section 2.1 and subject to the terms, covenants and conditions hereinafter set forth, the

Property located on Center and consisting of __________ acres, more or less, as further described on the Exhibit A.

1.2. Property Disposition

The Property consists of vacant, undeveloped land with no existent utilities or other municipal services. Tenant acknowledges that it has inspected the Property and has found it suitable for the "Permitted Use" defined in Section 4.1. Tenant accepts the Property "as is" and acknowledges that NASA has made no covenant, representation, or warranty of any kind, express or implied, with regard to the suitability of Property for the Permitted Use and that NASA has no duty to make any improvements to the Property.

ARTICLE 2 - TERM

2.1. Term of Lease

This Lease becomes effective on the date of the last signature below (“Effective Date”). The initial term of the Lease (“Term”) is expected to extend for twenty (20) years commencing on the later of the Effective Date or ______________ (such date of commencement being the

“Commencement Date”), and shall expire on the earliest to occur of the following: (a) the completion of the initial Term on _____________________ (“Expiration Date”), unless extended pursuant to the terms hereof, or (b) the date of termination pursuant to the termination provisions set out in this Lease (such date of termination being the “Termination

Date”).

2.2. Modification of Term of Lease

A. In the event that Tenant does not, in NASA’s reasonable judgement, commence the construction of facilities on the Property within twelve (12) months of the

Commencement Date, then NASA shall have the right to terminate this Lease thirty (30) days after providing Tenant with written notice. If Tenant can demonstrate to NASA’s satisfaction that it is diligently working toward commencement of construction, such as materially engaging in design activities, NASA shall give Tenant an additional [Insert number of months between three (3) to twenty-four (24)] months to commence construction before exercising its right to terminate under this Section.

B. At the option of Tenant, the Term may be extended by two (2) additional terms of twenty

(20) years each, provided the Lease remains in effect and (i) Tenant provides written notice of+. its election to extend this Lease no later than one (1) year prior to this Lease's

Expiration Date, and (ii) the Parties enter into a written amendment to the Lease in accordance with the requirements of Section 16.5 in respect of the extended Term and the

Rent (defined below) to be due for such extended Term. Once amended, the Expiration

Date shall be extended to the last date of the extended Term.

C. In the event Tenant chooses to extend the Term in accordance with this Article 2, NASA shall have the right to reappraise the Property and to reassess the annual Base Rent

(defined below) and annual escalation rate related thereto, and the annual Support

Amount (defined below) and annual rate escalation related thereto. No more than 120 days following NASA’s receipt of Tenant’s notice to NASA of its election to extend the

Term under this Article 2, NASA shall provide Tenant in writing a Schedule of Annual

Lease Payments setting out the annual Base Rent and annual Support Amount for each year of the extended Term. If Tenant agrees to the Rent (defined below) for the extended

Term, the Parties shall enter into a written amendment to the Lease in accordance with the requirements of Section 16.5 to effect the extended Term and the Rent to be due for such extended Term.

2.3. Possession

A. Tenant shall be entitled to take possession of the Property from NASA on the

Commencement Date of this Lease. If NASA, for any reason whatsoever, does not deliver possession of the Property to Tenant on the Commencement Date, this Lease shall not be void or voidable and NASA shall not be liable to Tenant for any loss or damage resulting there from, but, in such event, the Commencement Date shall be postponed until the date on which NASA delivers possession of the Property to Tenant, but the Term shall not be extended. No rent shall be required for that delay period. NASA shall communicate to the Tenant any anticipated delays in delivering possession of the

Property to the Tenant, and if the anticipated delay, or the actual delay, is more than two months, then the Tenant may cancel the Lease.

B. Relocation of the Tenant. If, during the Term of this Lease, NASA determines that it is necessary to relocate the Tenant to a different location due to a determination by the

NASA Assistant Administrator, Office of Strategic Infrastructure or Director, Facilities and Real Estate Division and the NASA Johnson Space Center Director, or delegee, that the interests of the national space program, the national defense, or the public welfare require it or that all or part of the Property has become uninhabitable, NASA may, in lieu of Termination under Article 12, provide other space within the Center that has approximately the same gross, contiguous area and services and be of the same classification(s) as the original Property. In such event, NASA shall provide at least 90 days’ notice if feasible, and the Tenant will be entitled to an abatement of Base Rent for any reasonable period in which Tenant’s operations are substantially interrupted and will be entitled to a reduction in Rent for any reduction in square footage. Tenant may terminate the Lease for the complete Property or portions thereof as NASA agrees prior to relocation, paying only accrued Rent, if the Tenant does not accept the relocation, and the parties shall amend the Lease as provided for herein.

2.4. Expiration of the Term

A. Upon expiration of the Term of the Lease, or upon other termination as provided under this Lease, Tenant shall vacate and surrender the Property to NASA. Surrender of the

Property shall not be deemed to be a payment in lieu of any consideration that may be due pursuant to this Lease. Prior to the expiration of the Term, or upon an earlier termination, Tenant shall restore the Property in accordance with Article 10, Restoration of the Property.

B. If, with consent by NASA, Tenant holds possession of the Property after the Expiration

Date, Tenant shall become a tenant from month to month under the essential terms of this

Lease, including the authority and all other terms relating to care and maintenance of the

Property, but the rental fee due during such tenancy shall be the fair market value of the

Property as determined by NASA in its sole discretion taking into consideration the increased costs and value attributable to a month to month tenancy, of which NASA shall notify Tenant, and such rental fee shall be payable on a monthly basis due on the first of each month. NASA and Tenant each shall have the right to terminate such month-to-month tenancy by giving at least thirty (30) days’ written notice of termination to the other at any time, in which event such tenancy shall terminate on the date set forth in such termination notice. If Tenant holds possession of the Property after the Termination

Date or Expiration Date without consent by NASA, Tenant shall become a tenant at sufferance and NASA shall have the right in accordance with law to remove Tenant from the Property, and shall have the right but not the obligation to perform on Tenant’s behalf any remaining obligations of Tenant under the Lease, including the requirements of

Article 10. Tenant shall pay NASA on demand any reasonable sum which may be expended by NASA in performing such obligations on behalf of Tenant.

ARTICLE 3 - FAIR MARKET VALUE CONSIDERATION

3.1. Consideration

A. Base Rent. Tenant agrees to pay NASA the base rental fee (“Base Rent”) of

$__________ for the first year of the Term, which Base Rent is payable on or before the

Commencement Date. The annual Base Rent for the first year is based on a rental rate of

$_______ per square foot. From and after the first year of the Lease, the annual Base

Rent will increase by ______%, and Tenant will pay NASA the annual Base Rent set forth in Exhibit B, Schedule of Annual Lease Payments, being the schedule of Base Rent payments and Support Amount (defined below) payments for each year of the Term, which annual Base Rent and Support Amount shall be due and payable on or before that date which is thirty (30) days prior to the anniversary of the Commencement Date.

NASA will endeavor to provide an annual notice reflecting the Base Rent and Support

Amount payable; however, the annual Base Rent and Support Amount is due and payable in accordance with the foregoing regardless of whether notice is provided. The total of

Base Rent payments for the original Term of the Lease is $__________________.

B. Support Services.

C. NASA agrees to provide to Tenant certain base level shared support services (“Support

Services”) under the Lease, and Tenant agrees to pay NASA for such Support Services

(“Support Amount,” together with the Base Rent, the “Rent”). The Support Amount for the first year of the Term is $___________. From and after the first year of the Lease, the annual Support Amount as shown in Exhibit B, Schedule of Annual Lease Payments, will increase by _____%. The Support Amount shall include the full cost to NASA in connection with this Lease. NASA reserves the right to reassess the Support Amount with the same frequency as Base Rent is re-appraised. Any change to the Rent will be reflected in an amendment to the Lease entered into in accordance with Section 16.5.

The total of Support Amount payments for the original Term of the Lease is

(i) Support Services are required services associated with being located on NASA premises, e.g., security, general operations and maintenance, grounds maintenance, common area maintenance, and lease management and administration. Services or support wanted by

Tenant beyond the Support Services, including utilities, are considered additional or demand services, which Tenant may receive from NASA subject to entering into a separate Reimbursable Space Act Agreement (“RSAA”) between the Parties in accordance with NASA’s standard terms and conditions. In the event of any conflict between the RSAA and this Lease, as it respects the use of the Property, this Lease shall have precedence.

D. Fair Market Value. The Rent (i.e., Base Rent, together with the Support Amount, as shown in Exhibit B, Schedule of Annual Lease Payments) constitute the fair market value of the Property as determined by NASA. The total amount of fair market value payments for the original Term of the Lease is $______________.

3.2. Payment

Tenant shall make payments to NASA through the NASA Shared Services Center (NSSC).

The NSSC strongly encourages payment by electronic transfer ((1) or (2) below); therefore, Tenant shall make payment by check only if circumstances preclude the use of electronic transfer. All payments and other communications regarding this Lease shall reference

NASA, and the title, date, and number of this Lease. Choose one form of payment:

(1) U.S. Treasury FEDWIRE Deposit System, Federal Reserve Wire Network Deposit

System;

(2) Pay.gov at www.nssc.nasa.gov/customerservice (select "Pay NASA" from the Quick

Links to the left of the page); or

(3) A check should be payable to NASA and sent to:

NASA Shared Services Center

FMD – Accounts Receivable

For the Accounts of: Lyndon B. Johnson Space Center

Building 1111, Jerry Hlass Road

Stennis Space Center, MS 39529

Any refunds will be processed via Electronic Funds Transfer (EFT) which requires completion of the Automated Clearing House (ACH) Vendor/Miscellaneous Payment

Enrollment Form (OMB 1510-0056).

3.3. Late Payment

Tenant must make all payments owed under the terms of this Lease on or before the date they are due to avoid NASA's imposition of interest, penalties, and administrative costs in accordance with 31 U.S.C. § 3717 and 14 C.F.R. § 1261.412.

ARTICLE 4 - USE OF LEASED PROPERTY

4.1. Permitted Uses

A. Tenant shall use and occupy the Property solely for:

(i) _____________________;

(ii) _____________________;

and for lawful purposes related or incidental thereto, consistent with historic preservation requirements under the NHPA, as applicable, and no other purposes whatsoever

(collectively, the "Permitted Use"). Such Permitted Use shall be consistent with the terms and conditions of this Lease and any NASA approvals required under this Lease.

Tenant's Permitted Use shall comply with applicable Federal, state, and local laws.

NASA may allow additional uses to the extent such uses are consistent with the purpose of this Lease, NASA policy, historic preservation requirements under the NHPA, and applicable law. Tenant and NASA shall formally negotiate and amend this Lease to include such additional uses as they may arise (upon amendment such additional uses shall then be considered part of the Permitted Uses).

Tenant shall not do, or permit to be done, in, on, or about the Property, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any applicable Federal, state and local laws.

B. Tenant shall not do or permit anything to be done in, on, or about the Property that will unreasonably obstruct or interfere with the rights of NASA or other users of the Center, or injure or cause damage to them, or which is prohibited. Tenant shall not cause, maintain, or permit any nuisance in, on, or about the Property or commit or suffer to be committed any waste in, on, or about the Property. Tenant shall not receive, store, or otherwise handle any product or material that is explosive or highly inflammable, except in accordance with applicable laws, regulations, and NASA policies.

4.2. NASA Approval of Uses and Tenants

NASA shall have the right to approve, disapprove, or approve subject to conditions, at

NASA's sole discretion, all uses and tenants (at any tier) at the Property. Tenant shall submit requests for use or tenant approvals to the Real Property Accountability Officer (RPAO) point of contact (POC) listed in Exhibit C, Points of Contact.

4.3. Right of Access

NASA hereby grants Tenant a right of access to the Property from public rights of way. Any access to the Center and such Center common areas shall be subject to applicable security policies, procedures, and controls requiring access credentials that NASA will issue to

Tenant personnel and contractors on an as-needed basis. Site employee badges, entry via certain specific points, or other access assurance methods may be involved for access to

Center.

4.4. Right of Entry

A. NASA reserves the right to enter the Property without prior notification to Tenant (i) at any time for reasons NASA deems, in its sole discretion, to constitute an emergency requiring immediate response, and (ii) at any other times for reasons NASA deems, in its sole discretion, to be necessary for the protection or administration of U.S. Government property, or to otherwise protect the United States' interests.

B. For nonemergency inspections, reviews, and other tasks contemplated herein requiring

NASA to enter the Property, NASA shall make a good faith effort to provide Tenant with at least forty-eight (48) hours' notice prior to NASA's arrival at the Property. NASA will make every effort to ensure that entry does not unreasonably interrupt Tenant's use of the

Property. NASA shall endeavor to combine inspections where possible.

4.5. Maintenance and Repair

A. Tenant shall, at Tenant’s sole cost and expense, (i) be responsible for the maintenance and repair of the Property to an operational standard acceptable to NASA in its reasonable discretion, and (ii) keep the Property free from dirt, rubbish, waste and debris, and maintain and repair the Property and any Improvements (defined in Section 5.1) in good order and operating condition, ordinary wear and tear and any periods of repair, or restoration excepted.

B. Tenant shall at all times during the Term and at Tenant's sole cost and expense, operate, maintain, repair or bring all facilities that Tenant is using for its operations up to an operating condition acceptable to NASA in its reasonable discretion. Tenant shall submit a change in facility occupancy status to the RPAO POC identified in Exhibit C.

C. Tenant shall be solely responsible for providing all consumables and materials to fulfill its maintenance obligations as required herein.

D. Tenant shall ensure that the Property retain its functionality for the Permitted Uses as identified in this Lease, for the entire Term.

E. Tenant shall ensure that the Property grounds are maintained free of overgrowth and weeds and the grass is cut for the entire Term.

F. Tenant shall support and participate in various, required facility inspections and assessments performed by NASA. These will consist of site visits by NASA personnel and dialogue with responsible Tenant facility manager. All site inspections and assessments will be coordinated in accordance with Section 4.4, “Right of Entry,” of this

Lease.

G. If NASA reasonably believes that Tenant is not performing any of its obligations pursuant to this section, NASA shall give Tenant written notice of the need for any maintenance or repair for which Tenant is responsible, after which Tenant shall have a reasonable opportunity to perform the maintenance or make the repair, and Tenant shall not be liable for any failure to do so unless such failure continues for thirty (30) days after NASA gives such written notice to Tenant; provided, however, such thirty (30) day period shall be extended so long as Tenant commences the maintenance or repairs within the thirty (30) day period and diligently completes the same. With respect to utilities and any other infrastructure serving the Property and located on portions of the Center other than the Property, the Parties agree that Tenant’s obligations under this section extend to and include the Demarcation Points (as defined herein). In the event that NASA reasonably believes that Tenant’s failure to perform its obligations under this section is resulting in imminent danger to people, or that any delay in performing such obligations may result in potential major damage to facilities or other infrastructure, NASA may require that the Tenant perform such obligations in a prompt and timely manner, and

NASA shall have the right but not the obligation to enter upon the Property and perform such activities on behalf of Tenant as NASA deems necessary to avoid or mitigate imminent danger to people or potential major damage to facilities or other infrastructure and be reimbursed the full costs of performing such activities upon demand to Tenant.

Tenant shall promptly repair any damage to the Center caused by Tenant or any of

Tenant’s Related Entities (defined in Section 9.1).

ARTICLE 5 - IMPROVEMENTS

5.1. Definitions

The term "Improvements," as used in this Lease, is defined as any addition, alteration, or other modification of any kind to the Property, including any new buildings and collateral equipment that Tenant may construct or install upon the Property, with the exception of routine maintenance or repair activities that do not change the size or design of the building or Collateral Equipment. The term "Collateral Equipment" means building support equipment and substantially affixed equipment/property that normally is required to make a facility useful and operable, and for which the removal would impair the usefulness, safety, or environment within the facility. For the purpose of this Lease, Collateral Equipment includes, but is not limited to, elevators, transformers, compressors, and facility systems and subsystems, such as heating, ventilation, and air conditioning, electrical, plumbing, pneumatic, fire protection, fire suppression, control systems, and monitoring systems that are installed in, or provide service to, buildings or other real property. Without limiting the provisions of this Article, all improvements shall comply with the requirements of the NHPA and applicable law as further discussed in Section 5.8.

5.2. Design and Construction Requirements

A. Advance Design and Construction Approval. In advance of commencing any

Improvements to the Property that (1) potentially impact or affect NASA infrastructure or systems outside the Property, (2) significantly change the overall functionality of the

Property (to include construction or demolition of any facility), or (3) modify any fire protection or life safety system within the Property, Tenant shall request and obtain

NASA's written approval in accordance with this Article. For such Improvements, Tenant's approval request shall be in the form of a completed Commercial Aerospace

NASA Form 1509 Template (Exhibit J). NASA uses this template to complete the

Facility Project-Brief Project Document (NASA Form 1509). Upon NASA's request, Tenant shall provide any drawings or other design information that will assist NASA in responding to Tenant's Improvement approval request. Tenant shall provide this information to the NASA Technical Point of Contact set forth in this Lease or their delegee (hereinafter TPOC). NASA shall provide any comments or conditions to such requests within sixty (60) days of their receipt. Tenant shall follow NPR 8820 and all applicable City of Houston and NASA policies and procedures when implementing any facility Improvements projects, including, but not limited to, policies regarding outage coordination, switching limitation, hot work permits, excavation permit and utility locate procedures, trailer/equipment tie-down requirements, and movement of oversize loads.

Entry signs to the Property will be required to follow a JSC standard design.

B. Utility Project Coordination. Tenant shall coordinate with NASA in the early planning phase of any proposed improvements that require installation of all utilities (e.g., electrical, water/wastewater, gaseous nitrogen, natural gas) and shall establish a design and construction coordination process to notify NASA of the design and construction of utility services.

The Center Survey Department shall be contacted prior to any modification or new installation of underground utilities (e.g., sanitary, primary/secondary electric, communication, water). This includes directional drilling and direct bury (trenching) installation methods. The utility as-built survey data shall be collected and provided to the Center Geographic Information System (GIS) Department for inclusion in the Center

GIS database.

C. Design and Construction Requirements. All facilities constructed on NASA-owned or -managed property need to comply with NPR 8820 regardless of the funding source used for construction. The following requirements apply to any Tenant-proposed

Improvements regardless of whether the Improvement falls within the scope of Section

5.2.A.

(i) Construction documents shall comply with the latest published editions of the local building code and the local fire prevention code and, where required by state law, shall be prepared and signed by a registered design professional. In addition, Tenant shall comply with the following design requirements, as applicable:

(ii) NASA-STD-8719.11, Safety Standard for Fire Protection, as it relates to fire sprinkler and fire alarm systems and associated occupancy and hazard classifications. This standard serves as a simple NASA-specific reference to those building code and National

Fire Protection Association (NFPA) requirements that are applicable at NASA and also covers situations where there are no applicable codes.

D. The environmental requirements set forth in Article 7, Environmental Condition, Management and Compliance.

(i) Sustainable Design Requirements. All new facility construction and major building renovation projects, regardless of who owns the facility or the source of the funding and including any Improvements as defined herein, shall obtain, at a minimum, LEED Silver certification from the USGBC. Compliance with this policy for applicable projects is mandatory unless it has been clearly demonstrated that pursuing LEED Silver is not feasible, and a waiver approving a lower certification level has been granted by NASA consistent with NASA Procedural Requirements 8820.2.

(a) Upon NASA approval and the issuance of a corresponding LEED waiver, Tenant may utilize the Green Building Initiatives Green Globes rating system in lieu of LEED. This is the minimum third-party certification levels that will be accepted without project-specific waivers.

(b) Where practical, improvements shall also comply with Guiding Principles for Federal

Leadership in High Performance and Sustainable Buildings. The five principles are these: (1) Employ Integrated Design Principles (including commissioning); (2) Optimize

Energy Performance (including reduction of energy use by thirty (30) percent compared to the baseline building performance rating by the American Society of Heating, Refrigeration and Air-Conditioning Engineers); (3) Protect and Conserve Water; (4)

Enhance Indoor Environmental Quality; and (5) Reduce Environmental Impact of

Materials. Specific expectations associated with these principles are contained in the

Federal Leadership in the High Performance and Sustainable Buildings Memorandum of

Understanding (2006), as supplemented by the latest edition of the Interagency

Sustainability Working Group's High Performance and Sustainable Building Guidance, and the Energy Star's Portfolio Manager's Guiding Principal Checklist.

(ii) NASA review and approval is required for final design drawings and specifications to be utilized for facility construction and modification. NASA conducts such reviews to determine compliance with the above listed standards, and to determine possible impacts to NASA-maintained facility and utility distribution systems. In order for any NASA concerns to be identified in a timely manner, Tenant shall provide, to NASA, design documents at Tenant's typical design review intervals, including preliminary and final review intervals (typically 30/60/90/100%). Tenant shall coordinate with NASA the timing and frequency of such review intervals in advance of facility construction commencing. Tenant-provided design review packages shall be fully integrated designs

(reflecting all applicable facilities and installed systems), with both drawings and specifications completed to the designated review level and including descriptions of planned occupancies, operations, and associated hazards. NASA shall provide any comments or informational notes to such design within thirty (30) days of their receipt.

(iii) The Tenant shall coordinate and comply with the City of Houston (CoH) design, construction, and permitting requirements and processes, including the City of Houston's

Certificate of Occupancy processes. Tenant shall not occupy, utilize, or operate new or modified facilities without said permit. Tenant shall use an independent third-party contractor, employed by Tenant, and acceptable to the JSC AHJ, to perform design review for fire code compliance and inspect construction/installation of active and passive fire and life safety systems. The tenant shall provide NASA with signed and sealed design drawings for review prior to construction or modification project commencement for review and concurrence. NASA shall provide their approval or any comments or conditions within thirty (30) calendar days of their receipt. The approved third-party contractor shall submit a letter of compliance stating that the facility design and construction complies with all applicable codes and standards.

(iv) Tenant acknowledges that it is required to comply with the building code requirements identified in the local building code flood control requirements, and the local fire prevention code, using the edition that is most recent to the Commencement Date.

Tenant further acknowledges that it is required to comply with such building code requirements regardless of whether the applicable local or state authority asserts jurisdiction over the Improvements on the Property. If the relevant city, county, or state authorities do not assert or choose to exercise jurisdiction, Tenant shall comply with the following:

(a) To document compliance with the local building code and applicable NASA design standards, Tenant shall use an independent third-party provider to perform both design document review and building inspection services. The building inspector shall be licensed by the state, and Tenant shall provide to NASA the building inspector's license information. These review and inspection services shall be performed in accordance with local building standards, as hereby tailored:

(b) In addition to building permit applications, Tenant shall submit, for NASA acceptance, appropriate affidavits from the third-party provider, certifying that the design documents comply with applicable code requirements and NASA design standards;

(c) NASA reserves the right to respond in writing to any such affidavits, as described in local law, to document any identified code compliance deficiencies or concerns;

(d) No physical work shall start on structures, site utilities, or other systems subject to local building code requirements until the associated code compliance affidavit has been received and accepted by NASA;

(e) The third-party provider shall perform the required inspections of construction, notify

NASA of such inspections, and record the results of these inspections as described in local law;

(f) The third-party provider shall provide certificates of compliance as described in local law;

(g) NASA will not issue certificates of occupancy or certificates of completion, as described in local law, but will provide written responses, either accepting the certificates of compliance or documenting any identified deficiencies.

(v) Reasonable grounds for NASA disapproval of proposed Improvement plans and specifications include, but are not limited to, the following:

(a) Failure to comply with applicable codes, generally accepted construction standards or practices, or the requirements of this Lease.

(b) The proposed Improvement's undue interference with other activities at NASA.

(c) Incompatibility with the NASA Master Plan.

(d) Inclusion of design features that are reasonably considered unacceptable for a building on

NASA property, as not in compliance with Article 4, Use of Leased Property.

(e) Legitimate security, environmental, or safety concerns, or other concerns involving legitimate U.S. Government interests.

(f) Upon approval of the proposed Improvements, Tenant may commence construction of the proposed Improvements in accordance with this Article.

5.3. Lien Rights

All construction contracts shall advise contractors, suppliers, and laborers that they shall not assert lien rights against fee title to the Property.

5.4. Notice of Completion

Within sixty (60) days after the completion of the construction of an Improvement, Tenant shall (i) submit to NASA a notice of such completion; (ii) provide NASA with a complete set of as-built drawings, in a standard computer-based format, and building information modeling data (if any); and (iii) provide NASA with such other documents as NASA may reasonably require for its real property records and reporting requirements . Tenant shall identify utility service interfaces in the as-built drawings. Within sixty (60) days of receiving such notice, drawings, and data, NASA shall provide Tenant with its approval or non-approval, with detailed reasons as to any non-approval. Once Tenant has placed systems into operation, Tenant shall provide appropriate configuration control to maintain as-built documentation as current throughout the life of the Lease. Tenant shall not occupy any constructed facility on the Property until NASA and all applicable governmental agencies have issued all necessary approvals, including certificates of occupancy, and Tenant has provided NASA with copies of such approvals and certificates; provided, however, that

Tenant may apply for a partial or temporary certificate of occupancy and, if issued, occupy portions of the constructed facility pursuant thereto.

5.5. Limitation on Effect of Approvals

All rights of NASA to review, comment upon, approve, inspect, or take any other action with respect to the Property or Improvements thereon are specifically for the benefit of NASA and no other party. No review, comment, approval, or inspection, required or permitted by, of, or to, NASA hereunder shall give or be deemed to give NASA any liability, responsibility, or obligation for, in connection with, or with respect to, the design, demolition, construction, maintenance, repair, preservation, rehabilitation, reconstruction, restoration, or operation of the Property or any Improvements thereon, nor shall any such approval or inspection be deemed to relieve Tenant of its sole obligation and responsibility for the design, construction, maintenance, repair, preservation, rehabilitation, reconstruction, restoration, and operation of the Property or any Improvements thereon required under this Lease.

Similarly, no inspection performed or not performed by NASA under this Lease shall (a) give or be deemed to give NASA any responsibility or liability with respect to the thing inspected, the work or the prosecution thereof, or the design or construction of the work or any part thereof; (b) constitute or be deemed to constitute a waiver of any of Tenant's obligations or Tenant's rights hereunder; or (c) be construed as approval or acceptance of the thing inspected or the prosecution thereof or the design or construction of the work or any part thereof.

5.6. Protection from Mechanic's Liens

A. Tenant shall have no power to do any act or to make any contract that may create or be the foundation for any lien, mortgage, or other encumbrance upon the reversion, fee interest, or other estate of NASA or of any interest of NASA in the Property. Tenant shall notify all of its contractors that Tenant does not own fee title to the Property, and

Tenant shall instruct such contractors to record any preliminary notice or other document related to any mechanic's or materialmen's liens against only Tenant's ground leasehold interest in the Property and not against fee title to the Property. At least ten (10) days before the date of any commencement of construction, Tenant shall give written notice to

NASA of the date of such commencement of construction or of the delivery of materials, as the case may be. Nothing in this Lease shall be deemed to be, or be construed in any way as constituting, the consent of or request by NASA, expressed or implied, by inference or otherwise, to any person, firm, or corporation, for the performance of any labor or the furnishing of any materials for any construction, repairs, maintenance, replacement, or alterations of or to Property, facilities thereon, or any part thereof, or as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that might in any way give rise to the right to file any lien against NASA's interest in the Property.

B. Tenant shall not suffer or permit any liens to stand against the Property or any part thereof by reason of any work, labor, services, or materials done for, or supplied to, or claimed to have been done for, or supplied to, Tenant. Tenant shall keep the Property free and clear of any and all choate mechanic's, materialmen's, and other liens for work done, services performed, materials supplied, or appliances used or furnished in or about the Property in connection with any activities of Tenant on or about the Property. If any such lien shall at any time be filed, Tenant shall cause the same to be discharged of record (whether or not by bonding) within thirty (30) days prior to the date any such lien may be foreclosed upon.

5.7. Utility Service

Utility services (i.e., water, stormwater, sewer, electricity, gas, and communications) are the responsibility of the Tenant and will not be provided by NASA JSC. Tenant will coordinate with appropriate utility authorities for service at no cost to NASA. All infrastructure development including design, permitting, installation, construction, operations, and maintenance costs, is the responsibility of the tenant. Additional licenses and/or easements may be required prior to installation.

ARTICLE 6 - CENTER-SPECIFIC REQUIREMENTS

6.1. General Requirements

The TPOC or their delegee will manage JSCs approvals for the below items.

C. Radio Transmissions. Any use of radio frequency (RF) emitting devices must be coordinated with and approved by the Center TPOC prior to use.

D. Video Monitoring and Recording. Any use of video cameras must be coordinated with and approved by the Center technical point of contact prior to use. Within the boundaries of the Center, video monitoring and/or recording by the Tenant of any area outside their leased area is prohibited without NASA authorization.

E. Airspace. JSC has a secure airspace. UAS flight is generally prohibited over JSC secure areas, and proposed UAS flight adjacent to the secure areas must be communicated to

JSC for concurrence. Additionally, any correspondence with FAA (i.e., related to airspace use or potential obstacles) must be copied or provided to JSC.

F. Radiation. Use of radioactive materials or radiation producing devices will be conducted in accordance with State and Federal regulations. All uses shall be coordinated prior to use with the TPOC and JSC Radiation Safety Officer.

ARTICLE 7 - ENVIRONMENTAL CONDITION, MANAGEMENT AND

COMPLIANCE

7.1. Definitions

As used in this Lease, "Environmental Law" shall mean all applicable Federal, state, and local environmental laws, statutes, ordinances, regulations, rules, judicial and administrative orders, and decrees issued by governmental agencies (such as, but not limited to, the United

States Environmental Protection Agency, United States Department of Transportation, United States Occupational Safety and Health Administration, United States Nuclear

Regulatory Commission, and State Department of Environmental Protection), existing now or later adopted during the Term of Lease. As used in this Lease, "Hazardous Material" shall mean any hazardous material, hazardous substance, or hazardous waste as defined under

Environmental Law, and, for purposes of this Lease, shall include any substance that is a petroleum hydrocarbon, including crude oil or any fraction or mixture thereof, or is a material containing per- and polyfluoroalkyl substances (PFAS). As used in this Lease, "Regulated Waste" shall mean nonmunicipal solid waste where the management and/or disposal are regulated by Environmental Law or where the release of the waste to the environment (either on or off Center) would require remediation by Environmental Law.

Examples include hazardous waste, nonhazardous industrial waste, biomedical waste, asbestos waste, industrial wastewater, propellant waste, ordnance waste, polychlorinated biphenyl (PCB) waste, and radioactive waste. As used in this Lease, "Permit Application" shall mean permit application forms and supporting documentation, notice of intent forms and supporting documentation, registration forms, license forms, or other regulatory approval requests. As used in this Lease, "Lease Activities" shall mean the lawful activities of Tenant that are part of the ordinary course of Tenant's business in accordance with the Terms and conditions of this Lease.

7.2. Environmental Site Assessment (ESA)

NASA, at its own expense, has prepared and is providing to Tenant a Record of

Environmental Consideration (REC) for entering into this lease, supported by an Entrance

Environmental Site Assessment (ESA) titled Environmental Site Assessment for Exploration

Park, which is attached hereto as Exhibit F. The Entrance ESA sets forth those environmental conditions and matters affecting the Property known at the Commencement

Date and documents compliance with the Comprehensive Environmental Response

Compensation and Liability Act (CERCLA) innocent landowner provisions for leasing of real property. The ESA was prepared by a third-party consultant per ASTM E1527-21

(Standard Practice for Environmental Site Assessments: Phase I Environmental Site

Assessment Process). If NASA conducts any investigation or remediation of environmental contamination after Lease execution, NASA will provide a copy of the investigation or remediation report to Tenant. No later than ninety (90) days before the proposed termination or expiration date of this Lease, Tenant shall prepare, at its own expense, and submit to

NASA TPOC, an Exit ESA for the Leased Property to be acknowledged and signed by representatives of NASA and Tenant. The Exit ESA shall update the Entrance ESA and set forth those environmental conditions and matters affecting the Property known at the expiration of the Term. NASA may require sampling of environmental media (e.g., soil, groundwater, surface water, or sediment) to verify environmental conditions based on the activities performed by Tenant. Tenant shall be liable for, and required to remedy, any environmental conditions, matters, or contamination affecting the Property unless proven to exist prior to Tenant's occupancy and for which the tenant has not further contributed to, or otherwise exacerbated, the preexisting environmental conditions, matters, or contamination during the term of its tenancy. The Exit ESA shall be prepared in accordance with ASTM

E1527-21.

7.3. General Compliance and Permitting

A. Tenant operations, activities, equipment, and facilities shall comply with Environmental

Law.

B. Tenant shall be considered an independent entity and solely responsible for its own environmental compliance and permitting matters except as discussed in this Section. If

Tenant causes a potential environmental compliance concern, a noncompliance situation, or permit/compliance status change for NASA, Tenant shall take measures to remedy the situation by changing operations to avoid/prevent the noncompliance situation or by requesting a modification to the impacted NASA permit or infrastructure to accommodate Tenant's actions. If formal enforcement actions are taken against NASA for environmental violations due to Tenant's actions or inactions, Tenant shall reimburse

NASA for any fines or penalties assessed.

C. Tenant shall obtain all required environmental permits, licenses, registrations, and approvals for its site activities. Tenant shall prepare all permit applications and pay all permit application fees directly to the regulatory agency. When required by law or regulation, NASA may sign permit applications as the landowner or utility system owner.

Tenant shall submit courtesy copies of all submitted permit applications to the NASA

TPOC within five (5) working days after submission to the regulatory agency. Tenant shall submit courtesy copies of all issued permits, licenses, registrations, and approvals to the NASA TPOC within five (5) working days after receipt from the regulatory agency.

All Tenant operations, activities, equipment, and facilities shall comply with all permit terms and conditions.

D. In certain instances, for example, in the case of the Title V Federal Operating Permit I-

1552 which applies to the entire 1,640-acre facility owned by NASA, NASA may allow

Tenant's activity to be covered under an existing NASA permit. If both NASA and

Tenant agree to this arrangement, Tenant shall prepare the required permit application at

Tenant's expense; submit the permit application to the NASA TPOC for review, approval, and processing with the regulatory agency; and pay any application or registration fee directly to the regulatory agency. Tenant shall assist NASA in obtaining the permit or permit modification by preparing and assisting with responses to regulatory agency questions, preparing formal responses to regulatory agency requests for additional information (RAIs), preparing briefings, and attending meetings at Tenant's expense.

Once the permit or permit modification is obtained, all Tenant construction, operations, activities, and facilities shall comply with all permit conditions, which may include conducting inspections, performing sampling/testing, maintaining records, performing facility/infrastructure maintenance or repair, and preparing operating reports at Tenant's expense. Tenant shall prepare all required regulatory reports/data at Tenant's expense and submit them to the NASA TPOC for submission to the regulatory agency. All communication and interface with regulatory agencies regarding activities conducted under a NASA-held permit must be coordinated through and performed by the NASA

TPOC. Tenant shall be responsible for promptly correcting all violations, findings, and deficiencies identified by a regulatory agency or NASA at Tenant's expense. At the expiration/termination of this Lease, Tenant shall provide copies of all records required by or used to demonstrate compliance with any permit, license, registration, or approval to the NASA TPOC.

7.4. Existing Environmental Hazards

Tenant accepts the property associated with this Lease in an "as is" environmental condition.

Tenant is responsible for protecting workers from any environmental hazards and properly disposing of any disturbed Hazardous Materials according to Environmental Law at Tenant's expense. Examples include, but are not limited to, lead-based paint, asbestos, PCB-containing paint, and PCB-containing electrical equipment, and possible PFAS contaminated media. Tenant is responsible for implementing any related NASA regulations/guidance.

7.5. NEPA Compliance and Environmental Checklist

Prior to commencing operations, Tenant shall complete an Environmental Checklist and submit them to the NASA TPOC for evaluation prior to the initiation of all activities, including but not limited to the following actions, projects, activities, or circumstances:

A. Facility construction, demolition, or modification projects (major or minor)

B. Excavations, land clearing, vegetation removal, or grading

C. Installing new impervious surface, removing existing impervious surface, or changing the permeability of existing pervious surface

D. Connecting, disconnecting, or modifying the configuration or operation of a NASA-owned system, utility, or stormwater management system

E. Changes in site operations, activities, facility operator, occupant, or tenant

F. Installation of stationary sources of pollutant air emissions (other than excluded by a de minimis source determination) requiring authorization and incorporating reporting/recordkeeping requirements into the JSC’s Title V Federal Operating Permit

G. Federal or State regulations or permits that specifically require the landowner to be signatory or otherwise responsible for compliance and reporting

H. Services performed by NASA contractors for Tenant through a an RSAA with NASA

I. Deployment of NASA-owned equipment to facilities involved in this Lease

The JSC Form 1138, Environmental Checklist, is provided in…