Attachment 01 In-Lease Template.doc

Lease No. ________________

Lease No. __________________

LEASE

TO

Department of the Air Force

FROM

[ENTITY]

Table of Contents

1BASIC TERMS

1. PREMISES AND PERMITTED USE

2. TERM

3. RENT

4. NOTICE

OPERATION OF THE PREMISES

5. CONSTRUCTION AND ALTERATIONS

6. ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY

7. ACCESS AND INSPECTION

8. MAINTENANCE OF LEASED PREMISES

9. UTILITIES AND SERVICES

10. INSURANCE

ENVIRONMENT

11. ENVIRONMENTAL PROTECTION

12. HISTORIC PROPERTY

CHANGES IN OWNERSHIP OR CONTROL

13. ASSIGNMENTS, SUBLEASES

14. TENANT ESTOPPEL CERTIFICATE

15. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

16. DEFAULT AND TERMINATION

GENERAL PROVISIONS

17. HEADINGS OR TITLES

18. COUNTERPARTS

19. ENTIRE AGREEMENT

20. TIME OF THE ESSENCE

21. TAXES

22. GENERAL INDEMNIFICATION BY LESSEE

23. AMENDMENTS

24. REPORT TO CONGRESS

25. DAMAGE TO GOVERNMENT PROPERTY

26. COMPLIANCE WITH APPLICABLE LAWS

27. ANTI-DEFICIENCY ACT

28. DISPUTES

29. EXHIBITS

Exhibit A — Description of Leased Premises Exhibit B — Map of Leased Premises Exhibit C – Condition of Leased Premises Exhibit C-1 Physical Condition Report( PCR) Exhibit C-2 Environmental Baseline Survey /Waiver (EBS/EBS Waiver) Exhibit D — Improvements and Design /Not Used

THIS LEASE is made and is effective as of the ________ day of ______ 20XX (“Effective Date”), by and between [Name, type of entity] (the “Lessor”) and The United States of America, acting through the Secretary of the Air Force (the “Government”). The Lessor and the Government may sometimes be referred to jointly as the “Parties,” and each separately as a “Party.” The Government is entering into the Lease under the authority of 10 U.S.C. § 2661.

NOW, THEREFORE, for and in consideration of the terms, covenants, and conditions hereof, and other good and valuable consideration the adequacy, receipt and sufficiency of which is hereby acknowledged, the Lessor hereby leases to the Government, and the Government hereby leases from the Lessor, the Leased Premises (identified below), subject to the following terms and conditions:

BASIC TERMS

1. PREMISES AND PERMITTED USE

1.1. Leased Premises. The premises is comprised of [number] square feet of space in a building (the “Building”) located at [address](“Leased Premises”) such Building being located on the real property described on Exhibit A, (“the Real Property”), and the Leased Premises are depicted on Exhibit B. Along with exclusive use of the Leased Premises, the Government and its officers, employees, invitees, licensees, agents and contractors shall have the use of the streets, common driving areas, sidewalks, and walkways serving the Building and located on the Real Property for access to and from public streets and highways.

1.2. Permitted Use of Leased Premises. The Government may use the Leased Premises for any use not otherwise prohibited by this Lease.

1.2.1. [if applicable due to the Leased Premises not being ready for occupancy of all personnel: The Government shall have the right to elect to occupy the Leased Premises in partial increments prior to the substantial completion of the entire Leased Premises, and the Lessor agrees to schedule its work so as to deliver the Leased Premises incrementally as elected by the Government. ]

1.3. Condition of Leased Premises.

1.3.1. As soon as reasonably practicable, but before any occupancy by the Government, the following reports will be prepared by the Parties and attached as exhibits to this Lease and incorporated by reference:

1.3.1.1 A physical condition report (“PCR”) signed by the authorized representatives of the Lessor and the Government as Exhibit C-1. The PCR shall set forth the agreed physical appearance of the Leased Premises as of the Effective Date as determined by a joint inspection by the Parties. A video or photographs of the Leased Premises may be made by the Parties for use in the preparation of the PCR. Any video or photographs shall be preserved by the Government for the Lease Term (defined below) and for a period of one (1) year the expiration or earlier termination thereof. Any failure on the part of the Lessor to fully disclose any known latent defect on the Leased Premises shall be grounds for termination of this Lease by the Government.

1.3.1.2. An environmental baseline [ survey or survey waiver] [(“EBS” or “EBS Waiver”)] signed by appropriate authorized representatives of the Government for such report. Exhibit C-2. The [EBS/EBS Waiver] shall set forth [for an EBS: the environmental conditions and matters on and affecting the Leased Premises for an EBS Waiver: that there were no uses that indicated need for a full EBS to assess the environmental conditions] as of the Effective Date as determined from the records review and analysis reflected therein. Any failure on the part of the Lessor to fully disclose any known environmental condition or hazard on the Leased Premises shall be grounds for termination of this Lease by the Government.

1.3.2. At the expiration or earlier termination or revocation of this Lease, the following reports will be prepared and signed by the Parties within thirty (30) business days after the Government vacates the Leased Premises:

1.3.2.1. A closeout PCR signed by the authorized representatives of the Lessor and the Government. The closeout PCR will set forth the agreed physical appearance and condition of the Leased Premises as of the last day of the Government’s right to occupy the Leased Premises, the Termination Date (as defined herein) as determined from a joint inspection by the Parties.

1.3.2.2. A closeout [EBS/EBS Waiver] signed by the appropriate authorized representatives of the Lessor and the Government for such reports. The closeout [EBS/EBS Waiver] will set forth those environmental conditions and matters on and affecting the Leased Premises as of the Termination Date (as defined herein) as determined from the records and analysis reflected in the [EBS/EBS Waiver].

2. TERM

[FIXED COMMENCEMENT DATE: READY FOR OCCUPATION]

2.1. Term. The term of this Lease is one (1) year, beginning on ______________, 20xx (“Commencement Date”) and ending on _____________________, 20xx (the “Lease Term”), with annual renewal options at the election of the Government from year to year thereafter, unless earlier terminated as specified in this Lease. To renew this Lease for any additional one (1) year term, the Government must notify the Lessor in writing of the Government’s election to renew this Lease at least thirty (30) business days prior to the then current expiration date of the Lease. All elections to renew any Lease Term are subject to the availability of funds as set forth in Section 27.1. Notwithstanding anything in this Section 2.1 to the contrary, unless the Parties execute an amendment hereto stating otherwise, in no event may the Lease Term be extended beyond _____________ 20xx. The actual termination date shall be the earlier of (i) the Scheduled Termination Date or (ii) the date the Government terminates this Lease and vacates the Leased Premises pursuant to any right granted herein (“Termination Date”).

[LEASED PREMISES NOT READY FOR OCCUPATION, NEED FOR IMPROVEMENTS]

2.1. Term. The term of this Lease is one (1) year, beginning on the date that the [Landlord Improvements/Work/ be sure to define have/has been] substantially completed and the Leased Premises have been made available to the Government for occupancy (the “Commencement Date”) and ending on the date which is one year thereafter (the “Lease Term”), with annual renewal options at the election of the Government from year to year thereafter, unless earlier terminated as specified in this Lease. To renew this Lease for any additional one (1) year term, the Government must notify the Lessor in writing of the Government’s election to renew this Lease at least thirty (30) business days prior to the then current expiration date of the Lease. All elections to renew any Lease Term are subject to the availability of funds as set forth in Section 27.1. Notwithstanding anything in this Section 2.1 to the contrary, unless the Parties execute an amendment hereto stating otherwise, in no event may the Lease Term be extended beyond the date which is five (5) years after the Commencement Date. The actual termination date shall be the earlier of (i) the Scheduled Termination Date or (ii) the date the Government terminates this Lease and vacates the Leased Premises pursuant to any right granted herein (“Termination Date”).

2.2. For the purpose of this Lease, the term Commencement Date is the date the Government is obligated to rent to the Lessor.

2.3. For the purpose of this Lease, the term “business day” shall mean Monday through Friday, excluding all holidays recognized by the Government.

3. RENT

3.1. Rent. The Government shall pay the Lessor rent based on [write out number] dollars ($___.00) per square foot per year, for a maximum total rent of [write out number] dollars ($___________ .00) per year (inclusive of [note: include all items requested to be included in SFO:] _______________ ), payable in arrears in monthly installments of [write out number] dollars ($__________.00), payable after the Commencement Date on the first day of the month for the duration of this Lease. [if applicable due to the Leased Premises not being ready for occupancy by all personnel add: “, following the substantial completion of the entire Leased Premises, unless the Government has elected to occupy the Leased Premises incrementally. In case of the Government’s election to incrementally occupancy, the Government shall pay rent pro rata based upon agreed rental rate per square foot, upon the first business day following substantial completion of each incremental unit. Such rent payments, payable in arears, shall become due on the first business day of the month following the month in which an increment of space is substantially complete. The annual rent in the first year will be less than total the annual agreed rent based upon such incremental occupancy and pro rata rent paid.]

3.2. If the Commencement Date is on a day other than the first the day of a calendar month, that portion of the rent accruing with respect to that or any other partial month shall be prorated one-twelfth of the annual rate, regardless of the number of days in any calendar month.

4. NOTICE

4.1. Whenever the Government or the Lessor shall desire to give or serve upon the other a notice, demand, order, direction, determination, requirement, consent or approval, request, or other communication with respect to this Lease or with respect to the Leased Premises, Alterations (defined below) and any Improvements (defined below) located thereon, each such notice, demand, order, direction, determination, requirement, consent or approval, request, or other communication shall be in writing and shall not be effective for any purpose unless the same shall be given or served by personal delivery to the Party or Parties to whom such notice, demand, order, direction, determination, requirement, consent or approval, request, or other communication is directed or by mailing the same, in duplicate, to such Party or Parties through a nationally recognized and reputable overnight delivery service at the regular delivery address for the Parties specified below. In the latter case, delivery shall be effective on the date confirmed by the records of such service. All correspondence that must be sent, and all notices required or desired to be given under this Lease, must be addressed, if to the Government, to:

[NAME]

[ADDRESS]

[CITY, STATE, ZIP]

Attention: _________________ with a copy to:

Department of the Air Force

AFCEC/CIT

2261 Hughes Ave., Ste. 155

JBSA Lackland, TX 78236-9853 and, if to the Lessor, to:

[NAME]

[ADDRESS]

[CITY, STATE, ZIP]

Attention: _________________ or to another address that the Parties may from time to time otherwise direct in writing.

OPERATION OF THE PREMISES

5. CONSTRUCTION AND ALTERATIONS

5.1. The Government may place, construct, or make substantial improvements, structures, alterations, or additions to, or installations upon, and otherwise modify or alter the Leased Premises (“Alterations”) with the prior written notice to the Lessor. Unless otherwise agreed in writing, all Alterations shall remain the property of the Government.

5.2. [AS APPLICABLE: RESERVED FOR PROVISIONS/TERMS RELATED TO THE TENANT IMPROVEMENTS PERFORMED BY LESSOR (“IMPROVEMENTS”): e.g. general description of Improvements more specifically provided for in Exhibit E; cost/maximum costs; payment process; changes in scope of work procedures; date of completion.]

6. ACCEPTANCE OF SPACE AND CERTIFICATE OF OCCUPANCY

6.1. Ten (10) business days prior to occupancy or the Lessor’s completion of the Improvements to the Leased Premises, the Lessor shall issue written notice to the Government to schedule the inspection of the Leased Premises for the Government’s acceptance thereof. The Government shall accept the Leased Premises only if the Leased Premises meet the Government’s requirements, are complete or substantially complete, and a Certificate of Occupancy has been obtained by the Lessor.

6.2. The Leased Premises shall be considered substantially complete only if the Leased Premises may be used for the Government’s intended purpose[s] and the completion of any remaining work on the Leased Premises will not unreasonably interfere with the Government's intended use and enjoyment of the Leased Premises. The Government’s written statement accepting the Leased Premises shall be final and binding upon the Government with the exception of items identified as not acceptable by the Government as a result of the inspection, including but not limited to concealed conditions, latent defects, or fraud. Such acceptance shall not relieve the Lessor of its requirements to repair and complete those “punch list” items identified as not acceptable by the Government as a result of the inspection.

6.3. The Lessor shall provide a valid and current Certificate of Occupancy, issued by the local jurisdiction, for the Government’s intended use of the Leased Premises.

7. ACCESS AND INSPECTION

7.1. The Lessor shall have the right to access the Leased Premises for purposes of inspection, or for any maintenance described in Section 8.1. between 8:00 a.m-5:00 p.m. with reasonable prior notice to the Government. The Government reserves the right to have a representative of the Government present during any such inspection or maintenance of the Leased Premises.

7.2. [If applicable/Improvements being made during any occupancy: The Lessor and its contractors of any tier shall have the right to access the Leased Premises during and after business hours to complete the Improvements, defined and described in Section 5, to perform any maintenance necessary described in Section 8 or Section 9, expressly subject to such reasonable notice and/or escort as the Government may require. The Government agrees that in the event the requirement for notice and/or an escort delays the completion of the Improvements, the Government will extend the Improvement deadline set forth in Section 5 for a reasonable period of time.]

8. MAINTENANCE OF LEASED PREMISES

8.1. Maintenance by Lessor. The Lessor shall, at its own cost and expense, repair and maintain the following: the roof of the Building (provided that the Government installs no additional air conditioning or other equipment on the roof that damages the roof, in which event the Government shall pay all costs resulting from the presence of such additional equipment); the Building systems serving the Leased Premises (excluding any specialty systems installed by or for the Government) and the Building, including the foundation, the footings, the floor slab, and the load bearing walls and exterior walls of the Building; any parking areas and pavement, landscaping, sprinkler systems, sidewalks, driveways, curbs, and lighting systems in the common areas of the Building and the Real Property. The Lessor shall have the right to either repair or to require the Government to repair any damage to any portion of the Leased Premises or the Building caused by or created due to any act of negligence or the willful misconduct of the Government cognizable under the Federal Tort Claims Act, 28 U.S.C. §§ 2671-2680, and to restore the Leased Premises or the Building, as applicable, to the condition existing prior to the occurrence of such damage; provided, however, that in the event Lessor elects to perform such repair and restoration work, the Government shall reimburse Lessor within forty-five (45) business days after receiving a written request for the payment of all costs and out-of-pocket expenses actually paid by the Lessor in connection therewith, subject to the availability of the Government funds as set forth in Section 27.1. The Government shall promptly report in writing to Lessor any condition known to the Government which Lessor is required to repair under this Lease.

8.2. Maintenance by Government. Throughout the Lease Term, the Government shall keep and maintain the Leased Premises, and any Alterations thereto, in good order and repair.

9. UTILITIES AND SERVICES

9.1. The Lessor shall, at no cost to the Government, furnish or make customary arrangements with utility and service providers to furnish to the Leased Premises: (1) electricity for lighting and operation of low-power usage office machines; (2) cold or tepid water to points of supply in the Leased Premises, if any, and to the restrooms available to the Leased Premises and in the Building, in volumes provided to other office tenants in the Building or to tenants in similar buildings in the geographical area of the Building; (3) elevator service; (4) heat and air conditioning from 6:00 a.m. to 6:00 p.m. on weekdays, excluding holidays observed by the Government.

[When Lessor will not provide janitorial services, add the following]

9.2. Government, at Government’s sole cost and expense, shall arrange for janitorial services for the Leased Premises.

10. INSURANCE

10.1. The Government is self-insured.

10.2. Lessor Insurance. The Lessor shall purchase and keep in force a special causes of loss (all risk) property insurance policy covering the Building. The Lessor may also purchase and maintain such additional insurance coverage as the Lessor may from time to time deem prudent, or as may be required by law or the Lessor's lender, including commercial general liability insurance and insurance coverage against the risks of earthquake, flood damage, terrorism or other perils, and rental loss coverage. All insurance carried by the Lessor shall be in such amounts, issued by such companies, and on such terms and conditions as Lessor may from time to time determine. Any insurance maintained by the Lessor shall contain a waiver of any right of subrogation against the Government.

ENVIRONMENT

11. ENVIRONMENTAL PROTECTION

11.1. Compliance with Law. The Government shall comply, at its sole cost and expense, with the Federal, state, and local laws, regulations, and standards that are or may become applicable to its activities on the Leased Premises, including, without limitation, obtaining any environmental permits required for its operations under this Lease. The Government, however, shall not be responsible for any act or omission of the Lessor that contaminates the Leased Premises, and the Lessor agrees to comply with all applicable environmental laws and regulations. Lessor agrees to hold the Government harmless from, and indemnify and defend the Government against, any action arising from contamination on, and migrating upon, the Leased Premises caused by the Lessor.

12. HISTORIC PROPERTY

12.1. The Government will comply with all laws applicable to historical property located on the Leased Premises, if any.

CHANGES IN OWNERSHIP OR CONTROL

13. ASSIGNMENTS

13.1. The Lessor may not assign this Lease for any purpose without Government’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

13.1.1. Any assignment granted by the Government 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. Under any assignment, the assignee shall be deemed to have assumed all of the obligations of the Lessor under this Lease.

13.1.2. The Lessor shall deliver to the Government, for its prior written consent, a copy of such assignment it proposes to execute. The Government’s consent or rejection to such assignment shall be given to Lessor within ten (10) business days of the Government’s receipt of the proposed agreement.

13.1.3. Any assignment must expressly provide that: (a) the assignment is subject to all of the terms and conditions of the Lease; (b) the assignment shall terminate on the expiration or earlier termination of this Lease; (c) the assignee shall assume all of the obligations of the Lessor; and (d) in case of any conflict between any provisions of this Lease and any provisions of the assignment, this Lease will control, and a copy of this Lease must be attached to the assignment.

14. TENANT ESTOPPEL CERTIFICATE

14.1. From time to time, upon written request of the Lessor, the Government will execute, acknowledge and deliver to the Lessor an estoppel certificate or such other commercially reasonable form as may be requested by any prospective lender or purchaser of the Building. Any such estoppel certificate may be relied upon by a prospective purchaser of the Lessor's interest or a mortgagee of (or holder of a deed of trust encumbering) the Lessor's interest or assignee of any mortgage or deed of trust upon the Lessor's interest in the Building. The Government will provide such estoppel certificate within thirty (30) business days after receipt by the Government of a written request by the Lessor. The Government’s ailure to provide such estoppel certificate within thirty (30) business days shall not be deemed to be the Government’s admission as to the accuracy of any information supplied by the Lessor to a prospective purchaser or mortgagee or deed of trust holder. The Government shall be provided opportunity to cure and provide the requested estoppel certificate pursuant to Section 16.1 below.

15. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT

15.1. The Lessor represents and warrants that it holds such title to or other interest in the Building, the Leased Premises and the Real Property as is necessary for the Government's access to the Leased Premises and for the Government’s full use and enjoyment thereof in accordance with the provisions of this Lease. The Government agrees, in consideration of the representations and warranties and conditions set forth in this Section, that this Lease is subject and subordinate to any and all recorded mortgages, deeds of trust and other liens now or hereafter existing or imposed upon the Building, and to any renewal, modification or extension thereof. It is the intention of the Parties that this provision shall be self-operative and that no further instrument shall be required to effect the present or subsequent subordination of this Lease. The Government agrees, however, within thirty (30) business days after the Government’s receipt of a written request therefor, to execute such instruments as Lessor may reasonably request to evidence further the subordination of this Lease to any existing or future mortgage, deed of trust or other security interest pertaining to the Building.

15.2. No such subordination, to either existing or future mortgages, deeds of trust or other lien or security instrument shall operate to adversely affect any right of the Government under this Lease so long as the Government is not in default under this Lease, which default continues beyond any applicable cure period after the Government has received written notice of such default. The Lessor will include in any future mortgage, deed of trust or other security instrument to which this Lease becomes subordinate, or in a separate subordination and non-disturbance agreement, a provision to the foregoing effect. The Lessor represents and warrants that the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other security instruments have consented or will consent to the provisions of this Section, and agree[s] to provide true copies of all such consents to the Government promptly upon receiving a written request therefor.

15.3. In the event of any sale of the Building by foreclosure of the lien of any such mortgage, deed of trust or other security instrument, or the giving of a deed in lieu of foreclosure, the Government will be deemed to have attorned to any purchaser, purchasers, transferee or transferees of the Building, and any such purchasers and transferees will be deemed to have assumed all obligations of the Lessor under this Lease, so as to establish direct privity of estate and contract between the Government and such purchasers or transferees, with the same force, effect and relative priority in time and right as if this Lease had initially been entered into between such purchasers or transferees and the Government; provided, further, that the Government and such purchasers or transferees shall, with reasonable promptness following any such sale or deed delivery in lieu of foreclosure, execute all such revisions to this Lease, or other writings, as shall be necessary to document the foregoing relationship.

15.4. None of the foregoing provisions may be deemed or construed to imply a waiver of the Government's rights as a sovereign entity.

16. DEFAULT AND TERMINATION

16.1. The failure of the Lessor or the Government to comply with any provision of this Lease, where such failure continues for thirty (30) business days after receiving written notice thereof, shall constitute a default or breach of this Lease. If, however, the time required to return to remedy such default exceeds the thirty (30) business-day period, the defaulting Party shall not be deemed to be in default if within such period the actions necessary to remedy such default have begun and are being diligently and continuously pursued to until the default has been cured.

16.1.1. In the event of any default or breach of this Lease, the non-defaulting Party may terminate this Lease at any time after expiration of the cure period provided for in Section 16.1, upon written notice of the termination to the defaulting Party. The termination notice shall be effective as of a date to be specified in the notice.

16.2. The Parties agree that the Government may terminate this Lease at any time by giving the Lessor at least sixty (60) days’ prior written notice.

16.3. The Government shall vacate and surrender the Leased Premises to the Lessor on or before the date of expiration of the Lease, or its earlier termination. The Government will remove all of its personal property and Alterations from the Leased Premises and restore the Leased Premises to as good order and condition, reasonable wear and tear and damage beyond the control of the Government excepted, then existing on the Commencement Date. In the alternative and at the Government’s discretion, the Government may surrender any personal property or Alterations to the Lessor and/or compensate the Lessor for the diminution in value of the Leased Premises in lieu of removal and/or restoration. However, if the Government’s personal property or Alterations add value to the Leased Premises, the Lessor agrees to negotiate to reimburse the Government for such added value.

GENERAL PROVISIONS

17. HEADINGS OR TITLES

17.1. The brief headings or titles preceding each section of this Lease are merely for purposes of identification, convenience, and ease of reference, and will be completely disregarded in the construction of this Lease.

18. COUNTERPARTS

18.1. This Lease may be executed in counterparts, each of which is deemed an original and together will be deemed one and the same agreement. Signatures delivered by facsimile or email, shall be deemed originals unless and until replaced by original signatures.

19. ENTIRE AGREEMENT

19.1. It is expressly agreed that this Lease embodies the entire agreement between the Parties regarding the use of the Leased Premises by the Government, and there are no understandings or agreements, verbal or otherwise, between the Parties except as expressly set forth in this Lease.

20. TIME OF THE ESSENCE

20.1. Time shall be of the essence with this Lease.

21. TAXES

21.1. The Lessor shall pay to the proper authority, when and as the same become due and payable, all taxes, assessments, and similar charges that, at any time during the Lease Term, may be imposed upon the Lessor with respect to the Leased Premises.

22. GENERAL INDEMNIFICATION BY GOVERNMENT

22.1. The Government is prohibited by law from indemnifying the Lessor for any reason.

23. AMENDMENTS

23.1. This Lease may be amended at any time by mutual agreement of the Parties in writing and signed by a duly authorized representative of each Party.

24. REPORT TO CONGRESS

24.1. The Government represents that this Lease (is/is not) reportable under 10 U.S.C. § 2662.

25. DAMAGE TO GOVERNMENT PROPERTY

25.1. The Lessor shall not be responsible for damage to the Government’s personal property or Alterations except in the event of the gross negligence or willful misconduct on the part of Lessor or Lessor’s agents.

26. COMPLIANCE WITH APPLICABLE LAWS

26.1. The Government will comply with all Applicable Laws in its use and occupancy of the Leased Premises. Nothing in this Lease shall be construed to constitute a waiver of the Government’s Federal Supremacy or Federal sovereign immunity.

27. ANTI-DEFICIENCY ACT

27.1 Consistent with the Anti-Deficiency Act, 31 U.S.C. § 1571(a) (“ADA”), any requirement for the payment or obligation of funds by the Government in connection with this Lease shall be subject to the availability and authorization of appropriated funds by Congress, and nothing herein shall be interpreted to require obligation or payment of funds in violation of the ADA, and nothing in this Lease is intended to bind the Government to commit, obligate, appropriate or spend funds in violation of the ADA and other Applicable Law respecting Federal funding.

28. DISPUTES

28.1. Parties to Negotiate. If a dispute should arise regarding this Lease, the Parties agree to first attempt to resolve the dispute using unassisted negotiation techniques (i.e., without the assistance of a neutral third party). Either Party may request in writing that unassisted negotiations commence. As part of the unassisted negotiation, the Parties shall consider employing joint fact-finding, if material factual disputes are involved, and shall use other early resolution techniques appropriate to the circumstances. If the dispute involves material issues of fact, the Parties may employ a neutral third party to provide a confidential evaluation of the issues of fact.

28.2. Alternative Dispute Resolution.

28.2.1. If the dispute is not resolved within sixty (60) days after the request for unassisted negotiations, and the Parties do not mutually agree to continue the unassisted negotiations, the Parties shall employ alternative dispute resolution (“ADR”) procedures involving nonbinding mediation of the dispute by a neutral third party. The ADR procedures employed shall include a confidential evaluation of both the facts and the law and the issuance of confidential recommendations by the neutral third party.

28.2.2. By entering into this Lease, the Parties have voluntarily adopted ADR procedures in accordance with 5 U.S.C. § 572(c). These procedures shall not be employed if determined by either Party to be inappropriate after taking into consideration the factors enumerated at 5 U.S.C. § 572(b). A Party rejecting ADR as inappropriate shall document its reasons in writing and deliver them to the other Party. The Parties shall enter into a master written ADR Agreement governing ADR proceedings that may be amended as needed to fit individual proceedings. (A template of an acceptable ADR agreement may be found at www.adr.af.mil.).

28.2.3. The Government’s obligation to make any payment arising out of an agreement resolving a dispute under this Lease is contingent upon the availability of funds proper for such payment as set forth in Section 27.1.

28.2.4. The Parties agree that this Lease shall be subject to the Contract Disputes Act of 1978, as amended, 41 U.S.C. §§7101-7109. If the Parties are unable to resolve the dispute following unassisted negotiations and/or the ADR proceeding, the Air Force Civil Engineer Center contracting officer shall issue a final decision under the Contract Disputes Act. Before the contracting officer can issue a final decision on a claim, the claim must be submitted in writing to the contracting officer at the address provided in Section 4.1 above, and must comply with all requirements of 41 U.S.C. § 7103. The contracting officer’s final decision may be appealed as provided in 41 U.S.C. § 7104.

29. EXHIBITS

29.1. Exhibits are attached to and made a part of this Lease, as follows:

Exhibit A – Description of Leased Premises

Exhibit B – Map of the Leased Premises Exhibit C – Condition of Premises

Exhibit C-1 Physical Condition Report, (PCR)

Exhibit C-2 Environmental Baseline Survey Waiver (EBS Waiver)

Exhibit D – [Improvements/Design or INTENTIONALLY OMITTED]

SIGNATURE PAGE FOLLOWS

IN WITNESS WHEREOF, the Parties have caused this Lease to be executed by their duly authorized representatives on the dates shown below.

[Lessor information/signature block] THE UNITED STATES OF AMERICA, acting by and through the Secretary of the Air Force

Date: _______________

By: ____________________________________

JEFFREY P. DOMM

Director, Installations Directorate Exhibit A — Description of Leased Premises

Exhibit B — Map of Leased Premises

Exhibit C – Condition of Leased Premises Exhibit C-1 Physical Condition Report( PCR) Exhibit C-2 Environmental Baseline Survey /Waiver (EBS/EBS Waiver) Exhibit D — Improvements and Design /Not Used USAF In-Lease Template March 2020