Atch 1. Lease Outgrant Template.pdf

Form approved by SAF/GCN: 5 Dec 2022 Previous versions are obsolete

DEPARTMENT OF THE AIR FORCE

LEASE TO

(Lessee name)

AT

(Installation name)

(City and State)

(hereinafter referred to as the “Installation”)

TABLE OF CONTENTS

PREAMBLE

RECITAL

BASIC TERMS

1. TERM

2. RENT

3. CORRESPONDENCE

4. USE OF LEASED PREMISES

5. DEFAULT, REMEDIES, AND TERMINATION

OPERATION OF THE PREMISES

6. EASEMENTS AND RIGHTS OF WAY

7. CONDITION OF LEASED PREMISES

8. MAINTENANCE OF LEASED PREMISES

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9. TAXES

10. INSURANCE

11. ALTERATIONS

12. COSTS OF UTILITIES/SERVICES

13. RESTORATION

CHANGES IN OWNERSHIP OR CONTROL

14. TRANSFER OR ASSIGNMENT

15. LIENS AND MORTGAGES

ENVIRONMENT

16. GENERAL

17. ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT

18. SAFETY, HAZARDOUS MATERIALS, AND WASTE MANAGEMENT

19. HISTORIC PRESERVATION

20. INSTALLATION RESTORATION PROGRAM (IRP)

21. ENVIRONMENTAL BASELINE SURVEY/CONDITION OF PROPERTY

GENERAL PROVISIONS

22. GENERAL PROVISION

23. SPECIAL PROVISIONS

24. RIGHTS NOT IMPAIRED

25. APPLICABLE LAWS

26. AVAILABILITY OF FUNDS

27. CONGRESSIONAL REPORTING

28. AMENDMENTS

29. GENERAL INDEMNIFICATION BY LESSEE

30. ENTIRE AGREEMENT

31. SECTION HEADINGS

32. RESERVED

33. PRIOR AGREEMENTS

34. LIST OF EXHIBITS

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LIST OF EXHIBITS

Exhibit A - Map of Leased Premises Exhibit B - Legal Description of Leased Premises Exhibit C - Non-Exclusive List of Outgrants Exhibit D - Physical Condition Report Exhibit E - Environmental Baseline Survey/Environmental Baseline Survey Waiver

As needed:

Exhibit F - Operating Agreement Exhibit G - Utility Sales Contract Exhibit H - Areas of Special Notice Exhibit I - Notice of Hazardous Substances Exhibit J - Lead-Based Paint Disclosure

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LEASE OF PROPERTY

AT (NAME AND LOCATION OF INSTALLATION)

PREAMBLE

THIS LEASE OF PROPERTY (“Lease”) is made by and between THE UNITED STATES OF AMERICA, acting by and through THE SECRETARY OF THE AIR FORCE (the “Government”) and ___________________, a ____________ created under the laws of the state of __________, with offices located at (address)____________________ (“Lessee”). The Government and the Lessee may sometimes be referred to jointly as the “Parties,” and each separately may be referred to as a “Party.”

RECITAL

The Secretary of the Air Force, under authority contained in 10 U.S.C. § 2667, has determined that: (i) the Leased Premises (as defined below), are not excess property as defined by the Federal Property and Administration Services Act of 1949, as amended (40 U.S.C. § 102(e)), and are not at this time needed for other public use; (ii) a lease of the Leased Premises is advantageous to the United States; and (iii) a lease of the Leased Premises on the terms set forth in this Lease is in the public interest.

NOW, THEREFORE, the Government, by virtue of the authority conferred by law, for the consideration set out below, hereby leases to the Lessee and the Lessee hereby agrees to lease from the Government, the real property as more specifically shown on the map in Exhibit A and described by legal description in Exhibit B to this Lease (the “Leased Premises”), which consists of (describe location and/or permanent structures), for the purpose of constructing and operating a recreational facility, to include, but not limited to, a waterpark and supporting infrastructure.__________ (Add any additional descriptive explanations).

AND GRANTS TO LESSEE the right to gain access to the Leased Premises through an adjacent public street known as _________________ and through a route or routes designated from time to time by the Government including use of streets, driveways, sidewalks, and walkways on the Installation for purposes of pedestrian and vehicular ingress and egress to and from the Leased Premises which lead to the Leased Premises. The Government reserves the right to change, modify, eliminate, or temporarily close any portion or portions of streets, driveways, sidewalks, walkways, and internal portions of the area. Provided, however, the Government agrees that it will not change, modify, eliminate, or temporarily close such streets, driveways, sidewalks, walkways, and internal portions of the area in a manner that unreasonably interferes with Lessee’s use or value of the Leased Premises under this Lease.

RESERVING, HOWEVER, unto the Government general access over, under, across, and through the Leased Premises for the purposes of, including, but not limited to, Installation security and accessing, using, operating, and maintaining any Government real or personal property, SAF/GCN: 5 Dec 2022 Page 2 Previous versions are obsolete facilities, fixtures, equipment, utilities, or the like located on, beneath, or adjacent to the Leased Premises.

BASIC TERMS

THIS LEASE is granted subject to the following conditions:

1. TERM

1.1. Term. The term of this Lease shall be _____ years commencing XX MON YEAR (“Commencement Date”) and ending XX MON YEAR (“Expiration Date”) unless sooner terminated (option: or renewed in accordance with the terms contained in this Lease). The period from the Commencement Date through the Expiration Date shall be referred to as the “Lease Term”.

1.2. Delivery of Possession. The Government shall deliver and the Lessee shall accept possession of the Leased Premises on the Commencement Date.

1.3. (Optional - Lease Renewal. Lessee shall have the right to renew this Lease at the end of the Lease Term for an additional ____-year term (“Lease Renewal”), provided the Lessee is not in default of any of its obligations under this Lease. The terms and conditions of the Lease during the Lease Renewal shall be the same terms and conditions contained in this Lease with the exception of rent and any changes to comply with changes to Applicable Law (defined below). The rent for Lease Renewal shall be fixed at the then fair market value of the Premises for the Lease Renewal and subject to the Annual Base Rent Increase provided in Section 2.2. Lessee shall notify the Government of its intent to renew the Lease twelve (12) months prior to the Expiration Date.

Lessee’s failure to timely notify the Government of its intent to renew the Lease or failure on the part of the Parties to reach agreement on rent for the Lease Renewal within three (3) months of the Expiration Date shall result in termination of this Lease on the Expiration Date.

1.4. Holdover Tenancy. Without limiting the foregoing and notwithstanding anything herein to the contrary, in the event that Lessee fails or refuses to vacate and surrender the Leased Premises upon the Expiration Date, the Government, in its sole and absolute discretion, may elect to treat that failure or refusal as an automatic month-to-month holdover tenancy, subject to all the terms and conditions of this Lease, except that rent for such month-to-month tenancy shall be the fair market rental value of the Leased Premises at the time of holdover tenancy as determined by the Government. The terms and conditions of Section 1.4 shall survive expiration or earlier termination of this Lease. Upon the Expiration Date, the Government, in its sole and absolute discretion, may also elect to not renew or extend the term of Lessee’s tenancy.

2. RENT

2.1. Base Rent. The Government shall receive rent (“Base Rent”) Choose an option to complete the sentence:

of (spell out amount) dollars ($numerical amount.00) per annum, in advance on or before the Commencement Date, and in a single lump sum. All payments which may be due under this Lease shall be made payable to the Treasurer of the United States Special Funds Receipts Account 9751895700 and forwarded by the Lessee directly to (Installation real property office address).

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In the form of in-kind consideration equal to the amount of determined fair market rental value.

The Parties hereby agree that the value of the in-kind consideration is (spell out amount) dollars ($numerical amount.00). All in-kind consideration which may be due from this Lease shall be approved and verified on an annual basis through (Installation real property office address). In the event that Lessee fails to deliver the in-kind consideration on or before (insert date), the Lessee shall, without any further action or formality, immediately be liable for and shall pay to the Government the agreed upon value of the in-kind consideration in the amount of (spell out amount) dollars ($numerical amount.00) without demand, deduction, or set off.

2.2. Annual Base Rent Increase. Beginning on the first anniversary of the Commencement Date and each anniversary thereafter during the Lease Term, or a Lease Renewal as applicable, the amount of the Base Rent shall be increased by the lesser of (i) three percent (3%) or (ii) an amount corresponding to the rise, if any, in the Consumer Price Index for the prior twelve-month period (“CPI Adjustment”). As used herein, “Consumer Price Index” shall mean the Consumer Price Index for All Urban Consumers (1982-84 = 100), U.S. City Average, All Items, published by the United States Department of Labor, Bureau of Labor Statistics (or such comparable index as may be utilized in substitution for or as the successor to the Consumer Price Index).

2.3. Late Charges and Default Interest. If any installment of Rent is not paid within ten (10) business days after its due date, then such arrearage shall, consistent with the Debt Collection Act of 1982 (31 U.S.C. § 3717), (i) bear interest at the maximum rate allowed by law from the due date for amounts past due to the Federal government until paid in full; (ii) include an administrative charge [insert figure recommended by FM] to cover the costs of processing and handling delinquent debts; and (iii) include a penalty charge of an additional 6% penalty charge on any portion of a debt that is more than 90 days past due.

2.4. Rent Payments. All Rent shall be paid without deduction, offset, prior notice, or demand as directed pursuant to this Lease.

3. CORRESPONDENCE

3.1. Notices. Any notices pursuant to this Lease shall be given in writing by (a) personal delivery, or (b) reputable overnight delivery service with proof of delivery, or (c) United States Mail, postage prepaid, registered, or certified mail, return receipt requested, or (d) email, in each case addressed as follows:

If to the Lessee:

(Lessee Mailing Address)

With a copy to:

(Lessee “Copy To” Mailing Address)

If to the Government:

(Installation Mailing Address)

With a copy to:

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DEPARTMENT OF THE AIR FORCE

AFCEC/CIT

2261 Hughes Ave., Suite 155 JBSA Lackland, TX 78236-9853

4. USE OF LEASED PREMISES

4.1. Permitted Uses. Describe Use. (Detailed description of premises use. Note: if Use description is extremely detailed and/or lengthy, state Use in simple terms in this text and explain the complexity of Use in an Operating Agreement as Exhibit F) and for no other purposes, subject, however, to all applicable provisions of this Lease. Lessee’s use of the Leased Premises shall comply, at Lessee’s sole cost and expense, with all Applicable Laws, (as defined below). The Lessee shall not use or occupy the Leased Premises in any manner that is unlawful, dangerous, or that results in waste, unreasonable annoyance, or a nuisance to the Government.

4.2. Government Right of Access. Any agency of the United States, its officers, agents, employees, contractors, and subcontractors may enter upon the Leased Premises at all times for any purposes not inconsistent with the Lessee’s quiet use and enjoyment thereof under this Lease, including but not limited to confirming compliance by the Lessee with the terms of this Lease. The Government normally will enter the Leased Premises during regular business hours and give the Lessee at least twenty-four (24) hours prior notice of its intention to do so, unless it determines the entry is required for safety, environmental, operations, or mission security purposes. The Lessee shall have no claim against the United States regarding any entries into the Leased Premises by the Government or any officer, agent, employee, contractor, or subcontractor.

5. DEFAULT, REMEDIES, AND TERMINATION

5.1. Events of Default. Any one or more of the following shall constitute an event of default (“Event of Default”) under this Lease by the Lessee:

5.1.1. Except in the event of an Excusable Delay (as defined below), Lessee’s failure to comply with any provision of this Lease, where such failure to comply continues for thirty (30) days after delivery of written notice thereof by the Government to the Lessee. If, however, the Government determines that such default is not reasonably susceptible to cure within such thirty (30) day period, the Lessee shall have such longer period as may be approved in writing in advance by the Government. The Government’s approval shall not be unreasonably withheld, conditioned or denied, to cure such default so long as the Lessee commences curing such default within the initial thirty (30) day period and diligently prosecutes such cure to completion in accordance with a schedule approved in writing by the Government.

5.1.2. Lessee’s failure to pay Rent, when due and such failure remains uncured for a period of ten (10) days after the due date.

5.1.3. The making by Lessee of any general assignment or general arrangement for the benefit of creditors or the commencement by or against Lessee of an insolvency or bankruptcy proceeding, including without limitation, a proceeding for liquidation, reorganization, or for the

SAF/GCN: 5 Dec 2022 Page 5 Previous versions are obsolete readjustment of indebtedness, or the insolvency of the receiver, trustee or custodian; provided, however, that any of the foregoing set forth in this subsection which is commenced by a person other than Lessee shall not constitute and Event of Default if it is discharged within sixty (60) days after it is made.

5.2. Excusable Delay.

5.2.1. No Event of Default shall be deemed to have occurred for any period of time during which an Excusable Delay (as defined below), exists or the Lessee and the Government are attempting to resolve a dispute about an alleged default as provided in Sections 5.1 or 5.2. For an Excusable Delay, the Lessee’s period for cure shall be tolled for the period of time that the Excusable Delay exists. For a dispute, if, pursuant to the dispute resolution procedures set forth in Section 5.5, a default is determined to have occurred, the Lessee’s period for cure shall not begin until the day after the final decision on the dispute is issued, and such default shall not become an Event of Default until any applicable cure period has expired.

5.2.2. The Government and Lessee shall be excused from performing an obligation or undertaking provided for in this Lease, and the period for the performance of any such obligation or undertaking shall be extended for a period equivalent to the period of such delay, so long as such performance is prevented or unavoidably delayed or hindered by an act of God; fire;

earthquake; flood; explosion; war; invasion; insurrection; riot; mob; violence; sabotage; act of terrorism; epidemic; pandemic, or quarantine; inability to procure or a general shortage of, labor, equipment, facilities, materials, or supplies in the open market; failure or unavailability of transportation, strike, lockout, action of labor unions; a taking by eminent domain, requisition, laws, orders of government, or of civil, military, or naval authorities (but only such orders of a general nature pertaining to the Leased Premises and comparable properties in the State where the Leased Premises are located; governmental restrictions (including, without limitation, access restrictions imposed by the Government and arising without fault or negligence on the part of the Lessee that significantly hinder the Lessee’s ability to access the Leased Premises and perform its obligations under a development plan, if any, in a timely manner); required environmental remediation; or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control, and without the fault or negligence of, the Government or the Lessee, as the case may be, and/or any of their respective officers, agents, servants, employees, and/or any others who may be on the Leased Premises at the invitation of the Lessee, or the invitation of any of the aforementioned persons, specifically excluding, however, delays for adjustments of insurance and delays due to shortage or unavailability of funds (collectively, “Excusable Delays”). Nothing contained in this Section shall excuse the Lessee from the performance or satisfaction of an obligation under this Lease that is not prevented or delayed by the act or occurrence giving rise to an Excusable Delay.

5.3. Termination. This Lease may be terminated as follows:

5.3.1. The Government may terminate this Lease without cost or liability to the Government upon written notice to the Lessee that an Event of Default exists and remains uncured in accordance with the terms and conditions of Section 5.1. Such notice shall be referred to as a “Default Termination Notice” and shall be effective as of the date specified therein, which shall be at least five (5) but not more than thirty (30) days after its receipt by the Lessee.

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5.3.2. Either the Government or the Lessee may terminate this Lease upon written notice to the other Party in the event of extensive damage or destruction of all or part of the Leased Premises.

5.3.3. The Secretary of the Air Force may terminate this Lease at will.

5.4. Lessee Waiver of Suits and Claims. The Lessee hereby waives any claims or suits against the Government arising out of any termination of this Lease pursuant to Section 5.3.

5.5. Disputes.

5.5.1. Except as otherwise provided in this Lease, any dispute between the Government and the Lessee arising under or related to this Lease involving $10,000 (exclusive of interest) or less shall be decided by the Air Force Civil Engineer Center (AFCEC) Director ("Director") of the Installations Directorate (AFCEC/CI). The Director shall reduce his or her decision to writing and mail or otherwise furnish a copy to the Lessee. With respect to any such dispute, the Lessee agrees that the decision of the Director shall be final and conclusive and shall not be appealable or otherwise subject to challenge.

5.5.2. The Lessee and the Government agree that the following procedures constitute the administrative procedures that must be exhausted with respect to any dispute arising under or related to this Lease involving more than $10,000 (exclusive of interest) before the Lessee or the Government may pursue any other remedy that is available to it pursuant to this Lease or law.

5.5.2.1. Any dispute involving more than $10,000 (exclusive of interest) shall be decided by the Director of AFCEC/CI. The Director shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Lessee. The decision of the Director shall be final and conclusive unless, within thirty (30) calendar days from the date of receipt of the decision, the Lessee appeals the decision, by certified mail, to the Deputy Assistant Secretary of the Air Force (Installations) (SAF/IEI) and delivers a copy of its appeal to the Director by certified mail.

5.5.2.2. SAF/IEI shall render a decision by a date mutually agreed upon by the

Parties. Either Party shall have the right to appeal the decision of SAF/IEI or his or her authorized representative to a court of competent jurisdiction in a timely manner; otherwise, the decision of SAF/IEI shall be final.

OPERATION OF THE PREMISES

6. EASEMENTS AND RIGHTS OF WAY

6.1. Lease Subject to Existing Easements. This Lease shall be subject to all existing easements, rights in the nature of easements, rights of way, licenses, and other property rights and interests (collectively, “Outgrants”), whether of public record or not, for any purpose with respect to the Leased Premises. A non-exclusive list of the Outgrants is attached as Exhibit C. The Government shall have the right to reserve unto itself, or to grant to third parties, additional Outgrants. However, any such additional Outgrants shall not unreasonably interfere with the Lessee’s use of the Leased Premises.

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7. CONDITION OF LEASED PREMISES

7.1. Condition of Premises. The Lessee has inspected and accepts the condition and state of repair of the Leased Premises. It is understood and agreed that the Leased Premises are leased “AS-IS, WHERE-IS WITH ALL FAULTS”, without any representation or warranty by the Government and without obligation on the part of the Government to make any alterations, repairs, or additions.

7.2. Physical Condition Report. A physical condition report (“PCR”) has been jointly prepared and signed by representatives of the Government and the Lessee and is attached as Exhibit D. The PCR sets forth the agreed physical appearance and condition of the Leased Premises on the Commencement Date as determined from a joint inspection by the Parties. A separate PCR for the Leased Premises will be prepared by the Government, within ten (10) business days after the expiration or earlier termination of this Lease (“Final PCR”). The Final PCR will be used by the Government to determine whether the Lessee has fulfilled its obligations to maintain and restore the Leased Premises under this Lease, including without limitation, Section 13 and Section 16.

8. MAINTENANCE OF LEASED PREMISES

8.1. Maintenance of Leased Premises. The Lessee, at no expense to the Government, shall at all times preserve, maintain, repair, and manage the Leased Premises, Leased Premises Improvements, and Lessee Equipment in good, safe, and sanitary condition in accordance with this Lease and acceptable to the Government.

8.2. Damage to Government Property. If the Lessee damages or destroys any real or personal property of the Government, then the Lessee shall promptly repair or replace such real or personal property to the reasonable satisfaction of the Government. In lieu of such repair or replacement, the Lessee shall, if so required by the Government, pay to the Government money in an amount sufficient to compensate for the loss sustained by the Government by reason of damage or destruction of Government property, including natural resources.

9. TAXES

9.1. Lessee Payment of Taxes. The Lessee shall pay to the proper authority, when and as the same become due and payable, all taxes, assessments, and similar charges which, at any time during the Lease Term may be imposed on the Lessee or the Leased Premises.

10. INSURANCE

10.1. Risk of Loss. The Lessee shall, in any event and without prejudice to any other rights of the Government, bear all risk of loss or damage or destruction to the Leased Premises, including any buildings, improvements, fixtures, or other property thereon, arising from any causes whatsoever, with or without fault by the Government; provided, however, the Government shall not be relieved of responsibility for loss or damage that is solely the result of the gross negligence or willful misconduct of the Government to the extent such loss or damage is not covered by coverage of insurance required under this Lease.

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10.2. Insurance Coverage. At all times during the Lease Term, the Lessee must, at no expense to the Government, carry and maintain, and as appropriate, require any contractor performing work on the Leased Premises to carry and maintain, the following at no expense to the Government, the following insurance coverages:

10.2.1. Property insurance coverage against loss or damage by open perils or its equivalent, including fire, in an amount not less than One Hundred Percent (100%) of the full replacement cost of Grantee’s building improvements, improvements to the land, fixtures, and personal property on the Premises. The policies of insurance carried in accordance with this Condition shall contain a “Replacement Cost Endorsement.” Such full replacement cost shall be determined from time to time, upon the written request of the Government or the Grantee, but not more frequently than once in any twenty-four (24) consecutive calendar month period (except in the event of substantial changes or alterations to the Premises undertaken by the Grantee as permitted under the provisions of the Lease).

10.2.1.1. If the Leased Premises are located in an area that is prone to suffer property loss and damage due to earthquake, flood, windstorm, or rainstorm, a special risks or perils endorsement from a commercial insurer or from a State or Federal Program, in such amounts and with such limitations and retentions satisfactory to the Government.

10.2.2. Commercial general liability insurance, on an occurrence basis, insuring against claims for bodily injury, death and property damage, occurring upon, in or about the Leased Premises, including any building thereon and sidewalks, streets, passageways and interior space used to access the Leased Premises. Such insurance must be effective at all times throughout the Lease Term, with limits of not less than single limit minimum coverage of $5 million each occurrence and $10 million aggregate, and include coverage for fire, legal liability, and medical payments. This coverage may be provided under primary liability and umbrella excess liability policies.

10.2.2.1. An ISO business auto policy or its equivalent, covering bodily injury, death and property damage arising from covered auto Symbol 1 (“any auto”) or its equivalent, with limits of at least $5 million each occurrence. All liability policies shall be primary and non-contributory to any insurance maintained by the Government.

10.2.3. If there is an airport operator on the Leased Premises, airport operator’s liability insurance, including, but not limited to, insurance against contractual liability assumed under this Lease by the Lessee, with respect to claims or causes of action arising in connection with use of the Leased Premises and improvements thereon as an airfield or airport, affording protection with limits of liability of $100 million.

10.2.4. If and to the extent required by law, Workers’ compensation or similar insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against the Government or the Lessee, in form and amounts required by law (statutory limits), and employers’ liability, with limits of $5 million each coverage and policy limit.

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10.3. General Requirements. All insurance required by this Lease shall be: (i) effected under valid and enforceable policies, in such forms and amounts required under this Lease; (ii) underwritten by insurers authorized to underwrite insurance in the State where the Leased Premises are located, and must have a rating of at least B+ by the most recent edition of Best’s Key Rating Guide; (iii) provide that no reduction in amount or material change in coverage thereof shall be effective until at least sixty (60) days after receipt by the Government of written notice thereof; (iv) provide that any cancellation of insurance coverage based on nonpayment of the premium shall be effective only upon ten (10) days’ written notice to the Government; (v) provide that the insurer shall have no right of subrogation against the Government; and (vi) be reasonably satisfactory to the Government in all other respects. The Government shall appear in all policies as _____________ (address & contact info). In no circumstance will the Lessee be entitled to assign to any third-party rights of action that the Lessee may have against the Government.

The Lessee understands and agrees that cancellation of any insurance coverage required to be carried and maintained by the Lessee or contractor under this Lease will constitute a failure to comply with the terms of the Lease, and the Government shall have the right to terminate the Lease upon receipt of any such cancellation notice, but only if the Lessee fails to cure such noncompliance to the extent allowed.

10.4. Commercial general liability and business auto liability insurance required pursuant to this Lease shall be maintained for the limits specified and shall provide coverage for the mutual benefit of the Lessee and the Government as an additional insured with equal standing with the named insured for purposes of submitting claims directly with the insurer. Property policies will provide for the Government as a loss payee to the same coverage as the named insured.

10.5. Evidence of Insurance. The Lessee shall deliver or cause to be delivered upon execution of this Lease (and thereafter not less than fifteen (15) days prior to the expiration date of each policy furnished pursuant to this Lease), at the Government’s option, a certified copy of each policy of insurance required by this Lease, or a certificate of insurance evidencing the insurance and conditions relating thereto required by this Lease, in a form acceptable to the Government, and including such endorsements necessary.

10.6. Damage or Destruction of Premises. In the event all or part of the Premises is damaged (except de minimis damage) or destroyed, the Lessee shall promptly give notice thereof to the Government and the Parties shall proceed as follows:

10.6.1. In the event that the Government in consultation with the Lessee determines that the magnitude of damage is so extensive that the Leased Premises cannot be used by the Lessee for its operations and the repairs, rebuilding, or replacement of the Leased Premises cannot reasonably be expected to be substantially completed within three (3) months of the occurrence of the casualty (“Extensive Damage or Destruction of Leased Premises”), either Party may terminate this Lease as provided herein. If this Lease is terminated, any insurance proceeds received as a result of any casualty loss to the Leased Premises shall be applied to the restoration of the Leased Premises prior to being afforded to the Lessee.

10.6.2. In the event that the Government in consultation with the Lessee shall determine that Extensive Damage or Destruction of the Leased Premises has not occurred, neither Party shall have the right to terminate this Lease. The Lessee shall, as soon as reasonably practicable after the

SAF/GCN: 5 Dec 2022 Page 10 Previous versions are obsolete casualty, restore the Leased Premises as nearly as possible to the condition that existed immediately prior to such loss or damage. Any insurance proceeds received as a result of any casualty loss to the Leased Premises shall be applied first to restoring the damaged area and removing any related debris to the reasonable satisfaction of the Government and second, to repairing, rebuilding, and/or replacing the Leased Premises to the reasonable satisfaction of the Government.

10.6.3. Notwithstanding any other provision of this Lease, the Lessee may, with the prior consent of the Government, self-insure any risk for which insurance coverage is required under this Lease; provided, however, that if the Lessee’s statutory limits of liability or other impediments to the assumption of liability are less than the limits of insurance required in this Lease, the Lessee shall obtain commercial coverage which is sufficient in amount and nature to satisfy the insurance requirements of this Lease when added to any such self-insurance. In order to obtain the consent of the Government to self-insure, the Lessee shall provide the Government with a writing setting forth the limitations and impediments, if any, to which the Lessee’s self-insurance is subject, the Lessee’s source of funds to pay any claim from any risk for which insurance is required under this Lease, and any other information which the Government may require to assess the Lessee’s request. If commercial insurance is required for any purpose, the total amount of commercial insurance and self-insurance shall meet the dollar limitations provided in this Lease.

11. ALTERATIONS

11.1. Leased Premises Improvements. Lessee shall, at its sole cost and expense, undertake, construct, repair or replace Leased Premises Improvements. Improvements must be pre-approved by the Government, whose approval will not be unreasonably withheld. Improvements must comply with all applicable Federal and state law and regulations.

11.2. Government Approval of Certain Construction Related Matters. All matters of ingress, egress, contractor haul routes, construction activity, and disposition of excavated material in connection with this Lease shall be approved in advance by the Government.

11.3. Lessee Installation of Machinery, Lessee Equipment and Removable Fixtures. During the Lease Term, the Lessee shall have the right at its sole cost and expense, to install such of its own machinery and equipment, to make improvements, and to attach such removable fixtures including but not limited to Lessee Equipment in, on, below or upon the Leased Premises as may be necessary for its use of the Leased Premises pursuant to this Lease; and to remove such machinery, Lessee Equipment, minor improvements, and removable fixtures at any time prior to the expiration or earlier termination by the Lessee of this Lease. In the event of termination of this Lease by the Government, and pursuant to Section 5, the Lessee shall have a reasonable period of time following the effective termination date to remove such property including Lessee Equipment.

11.3.1. The installation of Lessee Equipment shall be done in accordance with existing Federal, State, and local codes, including the National Electrical Code and other codes that directly relate to the construction, installation, operation and maintenance of communication equipment. If codes differ, the more stringent code shall apply.

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11.4. Title to Leased Premises Improvements and Lessee Equipment. Subject to Section 13, title to all Leased Premises Improvements and Lessee Equipment shall be vested in the Lessee throughout the Lease Term.

11.5. Airfield Construction. Any new construction or alteration shall comply with any applicable Government requirements, such as clear zones.

12. COSTS OF UTILITIES/SERVICES

12.1. Utilities and Services. The Lessee shall be responsible for all utilities, janitorial services, refuse collection, and building and grounds maintenance of the Leased Premises without cost to the Government.

13. RESTORATION

13.1. Lessee’s Removal Obligation. No later than sixty (60) days after the Expiration Date or earlier termination of this Lease, the Lessee shall remove all of the Leased Premises Improvements, Lessee Equipment, and any personal property from the Leased Premises and restore the Leased Premises to the reasonable satisfaction of the Government.

13.2. Government Restoration of Leased Premises. If (i) the Lessee fails, refuses, or neglects to satisfy its removal and restoration obligations pursuant to Section 13, the remaining Lessee Equipment and all Leased Premises Improvements shall at the option of the Government either become property of the Government and/or be removed or destroyed by the Government and the Leased Premises restored at the expense of the Lessee. No claim for damages against the Government, its officers, employees, agents, or contractors shall be created by or accrue on account of such removal and/or destruction and restoration work pursuant to this Section. The Lessee shall reimburse the Government for any expenses it incurs to restore the Leased Premises to the condition required by Section 13 within thirty (30) days after the Government provides written notice to Lessee of the reimbursement amount together with reasonable documentary support for the requested reimbursement amount.

CHANGES IN OWNERSHIP OR CONTROL

14. TRANSFER OR ASSIGNMENT

14.1. Right to Assign. The Lessee shall not assign this Lease or any interest therein in any property on the Leased Premises without the prior written consent of the Government.

14.1.1. Any assignment granted by the Lessee, whether with consent or without consent in violation Section 14.1 above, shall be consistent with all of the terms and conditions of this Lease and shall terminate immediately upon the expiration or any earlier termination of this Lease, without any liability on the part of the Government to the Lessee or any assignee. Under any assignment made, with or without consent, the assignee shall be deemed to have assumed all of the obligations of the Lessee under this Lease. No assignment shall relieve the Lessee of any of its obligations hereunder including its obligation to pay Rent.

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15. LIENS AND MORTGAGES

15.1. Prohibition against Lessee Mortgage of Leased Premises. The Lessee shall not: (i) engage in any financing or other transaction creating any mortgage or security interest upon the Leased Premises; (ii) place or suffer to be placed upon the Leased Premises any lien or other encumbrance; (iii) suffer any levy or attachment to be made on the Lessee’s interests in the Leased Premises; or (iv) pledge, mortgage, assign, encumber, or otherwise grant a security interest in the Leased Premises or the rents, issues, profits, or other income of the Leased Premises.

ENVIRONMENT

16. GENERAL

16.1. Environmental Permits and Authorizations. The Lessee shall obtain at its sole cost and expense any environmental approvals, permits, other authorizations, or licenses required for its operations under this Lease, independent of any existing environmental approvals, permits, other authorizations, or licenses for the Leased Premises.

16.2. Indemnification. The Lessee shall indemnify, defend, save, and hold harmless the Government from any claims for damages, response, remediation, or other costs, expenses, liabilities, fines, or penalties resulting in any way from releases, discharges, emissions, spills, storage, handling, disposal, or any other acts or omissions by the Lessee, its officers, agents, employees, contractors, subcontractors, or any Sublessees or licensees, or the invitees of any of them, giving rise to Government liability, civil or criminal, or responsibility under Applicable Laws

16.2.1. Section 16.2 shall survive the expiration or termination of this Lease, and the Lessee’s obligations under Section 16.2 shall apply whenever the Government incurs costs or liabilities of the types described in Section 16 that result from the Lessee's use of the Leased Premises.

16.3. Government Caused Environmental Damage. Notwithstanding any other provision of this Lease to the contrary, and except as provided in Section 16.3, the Lessee, as between the Parties, does not assume any liability (including liability to third parties) or responsibility for environmental impacts and damage caused by the Government.

16.3.1. Section 16.3 does not relieve the Lessee of any obligation or liability the Lessee might have or acquire with regard to third parties or regulatory authorities by operation of law.

16.3.2. Section 16.3 shall survive the expiration or termination of this Lease.

16.4. Inspections. The Government’s rights under this Lease specifically include the right for Government officials to inspect the Leased Premises, upon reasonable notice as provided under Section 4.2, for compliance with Applicable Laws, including environmental laws, rules, regulations, and standards. Such inspections are without prejudice to the right of duly constituted enforcement officials to make such inspections. Violations identified by the Government will be reported to the Lessee and to appropriate regulatory agencies, as required by Applicable Law. The

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Lessee will be liable for the payment of any fines and penalties that may be imposed as a result of the actions or omissions of the Lessee.

16.5. Lessee Response Plan. The Lessee shall comply with all base plans and regulations for responding to hazardous waste, fuel, and other chemical spills.

16.6. Pesticide Management. Any pesticide use will require prior Government approval. Lessee shall comply with the Installation pesticide and use management program.

16.7. Compliance with Water Conservation Policy. The Lessee will comply with the Installation water conservation policy, as amended from time to time (to the extent that such policy exists and the Lessee receives copies thereof), from the Commencement Date through the Expiration Date.

16.8. Protection of Environment and Natural Resources. The Lessee will use reasonable means available to protect environmental and natural resources, consistent with Applicable Laws and this Lease. Where damage nevertheless occurs, arising from the Lessee’s activities, the Lessee shall be fully liable for any such damage.

16.9. Pesticides and Pesticide Related Chemicals in Soil. The Lessee acknowledges that the surface soil on the Leased Premises may contain elevated levels of pesticides and pesticide-related chemicals applied in the normal course of maintaining the Leased Premises. The Lessee shall manage all such soil on the Leased Premises in accordance with the requirements of any Applicable Laws. The Government will not be responsible for injury or death of any person affected by such soil conditions.

17. ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT

17.1. ASBESTOS-CONTAINING MATERIALS (ACM). The Lessee is notified that the Leased Premises may contain current and former improvements, such as buildings, facilities, equipment, and pipelines, above and/or below the ground, that may contain ACM. The Government is not responsible for any handling, removal or containment of asbestos or ACM, or to the extent consistent with Applicable Laws, for any liability related thereto.

17.2. LEAD-BASED PAINT (LBP). The Lessee recognizes and acknowledges that LBP materials may be present on exterior and interior surfaces of facilities within the Leased Premises or in the soil. The Lessee will be responsible at its sole cost and expense for the management, maintenance, removal and disposal of all LBP either located in or attributable to the Leased Premises Improvements. Removal and disposal of LBP must be carried out in compliance with all Applicable Laws.

17.3. POLYCHOLORINATE BIPHENYLS (PCB). The Lessee is notified that the Leased Premises may contain current and former improvements, such as buildings, facilities, equipment, and pipelines, above and/or below the ground, that may contain PCB. The Government is not responsible for any handling, removal or containment of asbestos or PCB, or to the extent consistent with Applicable Laws, for any liability related thereto.

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18. SAFETY, HAZARDOUS MATERIALS, AND WASTE MANAGEMENT

18.1. Compliance With Health and Safety Plan. The Lessee agrees to comply with the provisions of any health or safety plan in effect under the IRP (to the extent the Lessee has received notice thereof), or any hazardous substance remediation or response agreement of the Government with environmental regulatory authorities (to the extent the Lessee receives notice thereof if the agreement is not of public record) during the course of any of the response or remedial actions described in Section 20.3. Any inspection, survey, investigation, or other response or remedial action will, to the extent practicable, be coordinated with representatives designated by the Lessee. The Lessee and any assignees, licensees, or invitees shall have no claim on account of such entries against the United States or any officer, agent, employee, contractor, or subcontractor thereof, except to the extent permitted under Federal law, including the Federal Tort Claims Act.

18.2. Occupational Safety and Health. The Lessee must comply with all Applicable Laws relating to occupational safety and health.

18.3. Hazardous Materials. The Lessee is subject to restrictions set forth in 10 U.S.C. § 2692.

18.4. Hazardous Waste. The Lessee is subject to all Applicable Laws pertaining to the storage, treatment, and disposal of hazardous or toxic waste. If Applicable Laws have been modified by a permit, the Lessee is subject to any additional permit requirements which apply to the Government fee interest.

18.5. Hazardous Material and Hazardous Waste Management Plans. To the extent Lessee is authorized an exemption/exclusion from the statutory prohibition in 18.3, the Lessee is required to manage all hazardous materials and wastes in accordance with Government management plans;

including, but not limited to spill contingency plans.

18.6. Environmental Regulator Relations. The Lessee is responsible for notifying the Government of any type of communication with Federal, State, or Local environmental regulatory authorities. The Lessee is not authorized to settle any dispute with Federal, State, or Local environmental authorities without the direct involvement and, in turn, written approval of the Government.

18.7. Permits, EPA/State Generator ID Numbers, Fees, Fines, Penalties. When authorized the Lessee is to obtain its own EPA permits, and/or generator ID number. Regardless of whether Lessee does so or is, otherwise on the Government installation EPA ID number, and/or on any installation/facility permit, the Lessee is expressly liable for the payment of any fees, fines or penalties associated with any violation of an environmental requirement contained in a permit or otherwise levied by a regulator for violation of an environmental rule, regulation or requirement not contained in a permit.

19. HISTORIC PRESERVATION

19.1. The Lessee shall not 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

SAF/GCN: 5 Dec 2022 Page 15 Previous versions are obsolete antiquity. In the event such items are discovered on the Leased Premises, the Lessee shall immediately notify the Government and protect the site and the material from further disturbance until the Government gives clearance to proceed.

20. INSTALLATION RESTORATION PROGRAM (IRP)

20.1. IRP Records. On or before the Commencement Date, the Government shall provide the Lessee access to the IRP records applicable to the Leased Premises, if any, and thereafter shall provide to the Lessee a copy of any amendments to or restatements of the IRP records affecting the Leased Premises. The Lessee expressly acknowledges that it fully understands the potential for some or all of the response actions to be undertaken with respect to the IRP may impact the Lessee’s quiet use and enjoyment of the Leased Premises. The Lessee agrees that notwithstanding any other provision of this Lease, the Government shall have no liability to the Lessee or its Sublessees should implementation of the IRP interfere with the Lessee’s or its Sublessee’ use of the Leased Premises. The Lessee shall have no claim or cause of action against the United States, or any officer, agent, employee, contractor, or subcontractor thereof, on account of any such interference, whether due to entry, performance of remedial or removal investigations, or exercise of any right with respect to the IRP or under this Lease or otherwise.

20.2. Government Right of Entry. The Government and its officers, agents, employees, contractors, and subcontractors shall have the right, upon reasonable notice to the Lessee, to enter upon the Leased Premises for the purposes enumerated in this Section.

20.2.1. To conduct investigations and surveys, including, where necessary, drilling, soil and water samplings, test pitting, testing soil borings, and other activities related to the IRP;

20.2.2. To inspect field activities of the Government and its contractors and subcontractors in implementing the IRP;

20.2.3. To conduct any test or survey related to the implementation of the IRP or environmental conditions at the Leased Premises or to verify any data submitted to the EPA or the State Environmental Office by the Government relating to such conditions; and

20.2.4. To construct, operate, maintain, or undertake any other response or remedial action as required or necessary under the IRP, including, but not limited to, monitoring wells, pumping wells, and treatment facilities. Any investigations and surveys, drilling, test pitting, test soil borings, and other activities undertaken pursuant to this Subsection 20.2.4 shall be conducted in a manner that is as inconspicuous as practicable. Any monitoring wells, pumping wells, and treatment facilities required pursuant to Section 20.2.4 shall be designed and installed to be as inconspicuous as practicable. The Government shall attempt to minimize any interference with the Lessee’s quiet use and enjoyment of the Leased Premises arising as the result of such wells and treatment facilities. The Government shall, subject to the availability of appropriations therefor, repair any damage caused by its exercise of the rights in this Section.

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20.3. ACCESS FOR RESTORATION

20.3.1. Nothing in this Lease shall be interpreted as interfering with or otherwise limiting the right of the Government and its duly authorized officers, employees, contractors of any tier, agents, and invitees to enter upon the Premises for the purposes enumerated in Section 20.3 and for such other purposes as are consistent with the provisions of any Federal Facility Agreement (FFA) or required to implement the IRP conducted under the provisions of 10 U.S.C. §§ 2701- 2705. The Lessee shall provide reasonable assistance to the Government to ensure Government’s activities under Section 20.3 do not damage property of the Lessee on the Premises.

20.3.2. The United States Environmental Protection Agency (EPA) and the State where the

Leased Premises are located, including their subordinate political units, and their duly authorized…