RIA_Attachment_C_EUL_Template.pdf

LEASE NO. DACA27-1-19-063

DEPARTMENT OF THE ARMY LEASE

BETWEEN

THE DEPARTMENT OF THE ARMY

AND

(LESSEE)

FOR THE PREMISES LOCATED ON

ROCK ISLAND ARSENAL, ROCK ISLAND, IL

(Called the “Installation” in this Lease.)

TABLE OF CONTENTS

RECITALS

SECTION 1: BASIC LEASE PROVISIONS

Paragraph 1.01: Date and Parties Paragraph 1.02: Premises Paragraph 1.03: Use and Access Paragraph 1.04: Lease Term, Renewal, and Early Termination Paragraph 1.05: Lessee’s Compliance with Applicable Laws Paragraph 1.06: Condition of the Premises

SECTION 2: RENT, REIMBURSEMENTS, AND TAXES

Paragraph 2.01: Consideration Paragraph 2.02: Reimbursements Paragraph 2.03: Payments Paragraph 2:04: Penalty Charges Paragraph 2.05: Taxes

SECTION 3: REPRESENTATIONS, WARRANTIES, AND COVENANTS

Paragraph 3.01: Lessee’s Representations, Warranties, and Covenants Paragraph 3.02: Government’s Representations, Warranties, and Covenants

SECTION 4: ENVIRONMENTAL MATTERS

Paragraph 4.01: Lessee’s Compliance with Environmental Laws Paragraph 4.02: Required Government Approval Paragraph 4.03: Definitions Paragraph 4.04: Lessee’s Indemnification Paragraph 4.05: Required Notices and Government’s Right of Inspection Paragraph 4.06: Application of Pesticides and Herbicides Paragraph 4.07: No Liability for Government’s Environmental Impacts Paragraph 4.08: Hazardous Waste Storage Facilities Paragraph 4.09: Availability of Lessee Records Paragraph 4.10: Government’s Access for Environmental Testing and Remediation Paragraph 4.11: Site Specific Lease Restrictions Paragraph 4.12: Hazardous Substance Notice

SECTION 5: LIABILITY AND INSURANCE

Paragraph 5.01: Government’s Limitation of Liability and General Indemnification by Lessee Paragraph 5.02: Liability for Actions of Lessee Parties Paragraph 5.03: Insurance

SECTION 6: ALTERATIONS, REPAIRS, MAINTENANCE, AND SURRENDER

Paragraph 6.01: Utilities and Services Paragraph 6.02: Alterations and Improvements Paragraph 6.03: Operation, Maintenance, and Surrender

SECTION 7: DEFAULT AND TERMINATION

Paragraph 7.01: Lessee’s Default Paragraph 7.02: Government’s Remedies Paragraph 7.03: Exception to Cure Period

SECTION 8: ENCUMBRANCES OF THE LESSEE’S ESTATE

Paragraph 8.01: Encumbrance of Lessee’s Estate Paragraph 8.02: Permitted Mortgages Paragraph 8.03: Non-Qualifying Party Paragraph 8.04: Lessee Required Notices Paragraph 8.05: Acquisition of Lessee’s Interest by Approved Mortgagee or Affiliate Paragraph 8.06: Approved Mortgagee Protections Paragraph 8.07: Termination Notice and Right to Postpone Paragraph 8.08: No Obligation to Deliver the Premises or Improvements Paragraph 8.09: Rights of Multiple Approved Mortgagees Paragraph 8.10: New Lease Paragraph 8.11: Government Protections

SECTION 9: LOSS OF PREMISES

Paragraph 9.01: Damage Paragraph 9.02: Lessee’s Obligation to Restore Paragraph 9.03: Extensive Damage or Destruction of Improvements Paragraph 9.04: Insurance Proceeds Paragraph 9.05: Waivers Paragraph 9.06: Transfer of the Premises by the Government

SECTION 10: TRANSFER, ASSIGNMENT AND SUBLEASE

Paragraph 10.01: Transfer and Assignment Paragraph 10.02: Sublease

SECTION 11: PERMITTED ENTRIES

Paragraph 11.01: Permitted Entries Paragraph 11.02: Entry Conditions

SECTION 12: DISPUTES

Paragraph 12.01: Disputes Paragraph 12.02: Judicial Review Paragraph 12.03: Opportunity to be Heard and to Offer Evidence

SECTION 13: MISCELLANEOUS

Paragraph 13.01: Covenant Against Contingent Fees Paragraph 13.02: Officials Not to Benefit Paragraph 13.03: Non-Discrimination Paragraph 13.04: Gratuities Paragraph 13.05: Subject to Mineral Interests Paragraph 13.06: No Joint Venture Paragraph 13.07: Notices Paragraph 13.08: Records and Books of Account Paragraph 13.09: Partial Invalidity Paragraph 13.10: Headings, Titles, and Personal Pronouns Paragraph 13.11: Waiver Paragraph 13.12: Time is of the Essence Paragraph 13.13: Construction Paragraph 13.14: Good Faith and Fair Dealing Paragraph 13.15: Government Representatives and Successors Paragraph 13.16: Binding on Successors Paragraph 13.17: Governing Law Paragraph 13.18: Counterparts Paragraph 13.19: Recording Paragraph 13.20: Survival of Remedies Paragraph 13.21: Authority of Parties Paragraph 13.22: Business Days Paragraph 13.23: Meaning of the Term “Government” Paragraph 13.24: Entire Agreement Paragraph 13.25: Applicable Laws Paragraph 13.26: Anti-Deficiency Act Paragraph 13.27: No Commitments on Future Use Paragraph 13.28: Definition of Lease

EXHIBITS

Exhibit A: Description of Premises Exhibit B: Map of Premises Exhibit C: Existing Encumbrances Exhibit D: Physical Condition Report Exhibit E: Environmental Condition of Property Report Exhibit F: Rent Schedule Exhibit G: Engineering and Institutional Controls Exhibit H: Notice of Hazardous Substances Exhibit I: Government Approved Improvements

RECITALS

A. The Secretary of the Army, under the authority contained in 10 U.S.C. § 2667, has determined:

(i) the Premises, as defined in this Lease, is not excess property as defined under 40 U.S.C.

§ 102(3) and is not at this time needed for other public use;

(ii) a lease of such Premises is advantageous to the United States; and

(iii) a lease of such Premises on the terms set forth in this Lease is in the public interest.

B. NOW, THEREFORE, the Secretary of the Army, by virtue of the authority conferred by law, for the consideration set forth below, hereby leases to the Lessee the Premises (as defined in this

Lease) subject to the terms, conditions, covenants and agreements set forth in this Lease as follows:

SECTION 1—BASIC LEASE PROVISIONS

1.01. Date and Parties. This lease (“Lease”) is made as of this ________ day of

___________________, 201_, between the United States of America, acting through the

Secretary of the Army (“Government”) and ________________, organized under the laws of

__________________, with principal offices at ___________________________ (“Lessee”).

The Government and the Lessee may be referred to jointly as the “Parties” and each separately as a “Party.”

1.02. Premises. The Government leases to the Lessee the land described in Exhibit A and shown on Exhibit B (the “Premises”). Access to the Premises shall be from government owned roads.

Notwithstanding the foregoing, the Government reserves its right of general access to the

Premises for such purposes as maintaining, repairing, or replacing utility systems located within the Premises, and to the extent they are needed by the Government for the operation, security, or safety of the Installation, or its assigned personnel, or for any other lawful purpose.

1.02(a). Fee Title. Fee title to the land shall continue to vest at all times with the Government.

1.02(b). Easements and Rights-of-Way. The Premises may be subject to certain reservations, easements, restrictions and rights. A list of such known reservations, easements, restrictions and rights, upon current information and belief of the Government, is included in the list of Existing

Encumbrances at Exhibit C. The Government shall have the further right to create and grant additional easements and rights-of-way (hereafter “Additional Encumbrances”) over, across and through the Premises, including, without limitation, the right to modify and relocate any of the

Existing Encumbrances. The Lessee shall accept and occupy the Premises subject to and in compliance with the Existing Encumbrances and Additional Encumbrances (collectively, the

“Encumbrances”); provided, however, the Government agrees that it will not create any

Additional Encumbrances or relocate Existing Encumbrances in a manner that is inconsistent with or materially impairs the rights and benefits of the Lessee under this Lease with respect to the development, construction, ownership, leasing, use and operation of the Premises by the

Lessee.

1.02(c). Additional Easements and Rights-of-Way. Subject to 10 U.S.C. § 2668 and 10 U.S.C.

§ 2662, the Government may grant and create easements and rights-of-way as shall be reasonably required to enable the Lessee to develop, construct, lease, use, operate and maintain the Lessee-owned facilities on the Premises, which easements and rights-of-way over

Government owned or controlled land shall be set forth in documentation prepared by the

Government, provided that such easements shall not be located or relocated in a manner that would unreasonably interfere with the overall operation or impair the security of the Installation, of which the Premises are a part. Obtaining any easements and rights-of-way over property not owned or controlled by the Government shall be the responsibility of the Lessee to obtain or procure, at the Lessee’s sole cost and expense.

1.03. Use and Access.

1.03(a). Use. The Lessee shall use the Premises solely for the purposes of developing, constructing, operating, and maintaining ________________________________________. The

Lessee shall comply, at its own expense, with all laws, ordinances, rules, requirements, regulations and orders of the United States of America, the state where the Premises are located and any other public or quasi-public federal, state, interstate or local authority and any department or agency thereof, having jurisdiction over the Premises and relating to the Premises or imposing any duty upon the Lessee with respect to the use, occupation or alteration of the Premises and in effect during the Term. The Lessee shall not create a nuisance or use the Premises for any immoral or illegal purposes, and in no event shall the Premises be used by the Lessee for any of the following:

(i) Activities involving the storage, treatment, transportation, disposal, or manufacture of hazardous materials, hazardous substances, or hazardous wastes, except as specifically authorized by Paragraph 4.02.

(ii) Activities that adversely affect the health, safety, morals, welfare, morale, and discipline of the Armed Forces, such as the sale or use of drug abuse paraphernalia, illicit gambling, and prostitution.

(iii) Partisan political activities.

(iv) Activities by entities advocating the overthrow of the United States Government.

1.03(b). Installation Rules. The Lessee’s use and occupation of the Premises shall be subject to the general supervision and approval of Rock Island Arsenal and to such rules and regulations regarding access to the Installation, and the preservation of health, safety, security and the maintenance of good order and discipline on the Installation as Rock Island Arsenal may prescribe from time to time.

1.03(c). Conflict with Lease. If a rule or regulation issued under Paragraph 1.03(b) conflicts with or is inconsistent with any Lease provision, the Lease provision controls.

1.03(d). Right of Access. The Lessee acknowledges that it understands the Installation is an operating military installation that can be closed to the general public, and, as a result, agrees that the Lessee’s operations may be restricted to accommodate the needs of national defense. Access on the Installation may also be restricted due to inclement weather and natural disasters. The

Lessee further acknowledges that the Government strictly enforces federal laws and Army regulations concerning controlled substances (drugs) and that personnel, vehicles, supplies and equipment entering the Installation are subject to search and seizure under 18 U.S.C. § 1382. The

Government will reasonably permit the Lessee access to the Premises at all times, subject to the provisions of this Paragraph 1.03(d). Except as otherwise set forth in this Lease, the Lessee agrees the Government will not be responsible for lost time or costs incurred due to delays in entry, temporary loss of access, barring of individual employees from the Installation under federal laws authorizing such actions, limitation or withdrawal of an employee’s Installation driving privileges, or any other security action that may cause employees to be late to or unavailable at their work stations, or delay arrival of parts and supplies under the terms of this

Lease. The Lessee, its sublessees, employees, and invitees shall abide with all Installation access restrictions imposed by the Government.

1.03(e). Permitted Retail. Prior to any use of the Premises for ancillary retail use or any use that could provide merchandise or services in direct competition with Covered Entities, as such term is defined in 10 U.S.C. § 2667(d) and including the Army Air Force Exchange Service

(“AAFES”) or the program for Morale, Welfare and Recreation (which is overseen by the

Department of Defense, Military Community and Family Policy) ("MWR"), Lessee shall notify the Government of such proposed use and the Government shall determine whether such proposed use would provide merchandise or services in direct competition with the Covered

Entities. If such use is determined by the Government to provide merchandise or services in direct competition with Covered Entities, then prior to beginning such use, the Government shall provide notice thereof to the Covered Entities, who shall have ninety (90) days to exercise the right to establish and operate a community support facility or provide community support services in lieu of the proposed competing use, or seek equitable compensation in lieu of the operation of such a facility or the provision of such services. In the event a Covered Entity elects to exercise its rights discussed in this Section 1.03(e), Lessee may elect not to proceed with the proposed competing use and will thereupon not be required to provide equitable compensation nor to provide Covered Entities with space to provide the proposed merchandise or services.

Upon Lessee's written request, the Government shall provide a list in writing to the Lessee of the retail uses then being provided at the Installation by a retailer or contractor through MWR.

1.04. Lease Term, Renewal, and Early Termination.

1.04(a). Lease Term. This Lease shall be for a term beginning at 12:00 a.m., ______________, 201__, (“Beginning Date”) and will be for a duration of _______________ years ending at 11:59 p.m., _______________, 20___ (“Ending Date”), unless sooner terminated in accordance with the terms contained in this Lease. As used in this Lease, the term “Ending Date” shall mean the date set forth above as to the duration of this Lease or the date of any authorized earlier termination, such as for default, whichever date is earlier. The period from the Beginning Date through the Ending Date shall be referred to as the “Term.” In the event, subject however to an

Excusable Delay as defined in Paragraph 7.01(b), the Lessee shall fail to commence its development activities within _____ days/months/years from the Beginning Date, or having commenced such development activities shall fail to proceed with reasonable diligence to complete all of its development activities within _____ days/months/years from the Beginning

Date, and such failure shall continue after the expiration of the cure period set forth in Paragraph

7.01(a)(i), the Government, in its sole discretion, may terminate the Lease. If pursuant to the foregoing the Government terminates this Lease, Lessee shall vacate and surrender the Premises as provided in Paragraph 7.02(d).

1.04(b). Renewal. The Lessee shall have one (1) option (“Renewal Option”) to extend the Term for an additional period of twenty-five (25) consecutive years (“Extension Period”) provided that:

(i) the Lessee gives written notice (“Exercise Notice”) to the Government of its election to exercise the Renewal Option no later than twelve (12) months prior to the expiration of the then current Term; (ii) Lessee has not committed more than two (2) Defaults as defined in Paragraph

7.01(a) within any year during the Term of this Lease; and (iii) as of the date that the Exercise

Notice is delivered to the Government, no Default (beyond the notice and cure period set forth in this Lease) has occurred and then remains uncured. All terms and conditions of this Lease shall remain in full force and effect during the Extension Period, and consideration shall be due and payable as provided in Paragraph 2.01.

1.04(c). Early Termination. Notwithstanding any other provision of this Lease, if Lessee, in

Lessee's sole discretion, determines that the development as contemplated under this Lease is not feasible, Lessee may, at any time prior to the first anniversary date of the Effective Date and upon sixty (60) days prior written notice to the Government, terminate this Lease without penalty.

Following such termination by Lessee, Lessee and the Government shall have no further rights or obligations whatsoever under this Lease, except for any claims which may arise during Lessee’s occupation of the Premises, and the Premises shall be free and clear of the encumbrance of this

Lease. The termination provisions contained in this Paragraph 1.04(c) shall become null and void and be of no further force or effect if the Lessee or Lessee's agents or contractors have commenced construction of the improvements contemplated under this Lease.

1.05. Lessee’s Compliance with Applicable Laws.

1.05(a). Lessee’s Compliance. The Lessee shall at all times during the Term promptly observe and comply, at its sole cost and expense, with the provisions of all Applicable Laws. Further, with respect to the Lessee’s improvements and all other equipment and operations on the

Premises, the Lessee shall comply with all Army safety, health, and fire regulations, standards, technical orders, and procedures in common use work and operating areas.

1.05(b). Special Compliance. The Lessee shall comply with all Applicable Laws and regulations with regard to construction, sanitation, licenses, or permits to do business, and all other matters.

The Lessee shall be responsible for determining whether it is subject to local building codes or building permit requirements, and for compliance with them to the extent they are applicable with respect to the Lessee’s use of the Premises.

1.05(c). Permitted Signs. The Lessee shall comply with Government regulations with respect to the placement of signage in, on or about the Premises. Other than the signs and listings permitted under the aforementioned regulations, the Lessee shall not place or have placed any other signs, listings, advertisements, or any other notices anywhere else in, on or about the Premises.

1.05(d). Federal Supremacy and Sovereign Immunity. Nothing in this Lease shall be construed to constitute a waiver of federal supremacy or federal sovereign immunity.

1.05(e). Lessee’s Responsibility. Responsibility for compliance as specified in this Paragraph

1.05 rests exclusively with the Lessee. The Government assumes no enforcement or supervisory responsibility except with respect to matters committed to its jurisdiction and authority. The

Lessee shall be liable for all costs associated with compliance, defense of enforcement actions or suits, payment of fines, penalties, or other sanctions and remedial costs related to the Lessee’s use of the Premises.

1.05(f). Lessee’s Right to Contest. The Lessee shall have the right to contest by appropriate proceedings diligently conducted in good faith, without cost or expense to the Government, the validity or application of any law, ordinance, order, rule, regulation, or requirement of the nature referred to in this Paragraph 1.05. The Government shall not be required to join in or assist the

Lessee in any such proceedings. Lessee’s right to contest hereunder shall not constitute a default under Paragraph 7.01(a) if:

(i) Payment is not yet due or compliance is not yet required under any law, ordinance, order, rule, regulation, or requirement referred to under this Paragraph 1.05, or proceedings to contest the same suspends payment or compliance thereunder;

(ii) Lessee shall give the Government reasonable notice of, and information pertaining to, such contest and regular progress reports with respect thereto; and

(iii) Lessee shall indemnify, protect, and hold harmless the Government and the Premises from any lien or liability with respect to any contest thereof.

1.06. Condition of the Premises. The Lessee agrees that it has inspected, knows, and accepts the condition and state of repair of the Premises. It is understood and agreed that the Premises are leased in an “as is, where is” condition without any representation or warranty by the Government concerning their condition, and without obligation on the part of the Government to make any alterations, repairs, or additions. The Government shall not be liable for any latent or patent defects in the Premises under this Lease. The Lessee acknowledges that, pursuant to this Lease, the Government has made no representation or warranty concerning the condition and state of repair of the Premises nor any agreement or promise to alter, improve, adapt, or repair them that has not been fully set forth in this Lease. The Lessee represents, warrants, and acknowledges that it has entered into this Lease on the basis of its own full investigation of all facts and conditions underlying or relating to the Premises and the development and use of the Premises, including without limitation, environmental conditions, and that it has solely relied upon its own investigation. Given the Lessee’s deemed knowledge of the facts and conditions affecting the

Premises, the Lessee shall exercise the appropriate level of care when conducting any ground disturbing activities to ensure that such activities do not result in the release of any

Environmentally and Safety Regulated Materials, as defined in Paragraph 4.03(a). The Lessee shall also be responsible for exercising the appropriate level of care as described in this Paragraph

1.06 with respect to any underground pipes and related infrastructure that may exist within the

Premises. The Lessee waives any claim or cause of action the Lessee may have against the

Government under any federal, state, interstate, or local law, ordinance, rule or regulation now existing or hereafter enacted or promulgated, relating to environmental matters or conditions, in, on, under, about or migrating from or onto the Premises, or by virtue of any common law right related to environmental conditions or matters in, on, under, about or migrating from or onto the

Premises except for:

(i) Any pre-existing environmental conditions requiring response under applicable law that are attributable to the Government and that are not exacerbated by the Lessee; and

(ii) Any release of Environmentally and Safety Regulated Materials caused by the

Government that migrate onto the Premises and that are not exacerbated by the Lessee.

The provisions of this Paragraph 1.06 shall survive the expiration of this Lease.

1.06(a). Physical Condition Report. A physical condition report (“PCR”) signed by representatives of the Government and the Lessee is attached to this Lease as Exhibit D. The

PCR sets forth the agreed physical appearance and condition of the Premises on the Beginning

Date as determined from a joint inspection by the Parties. If a differing site condition is encountered, the PCR shall be amended to identify such condition. A separate PCR (“Final

PCR”) for the Premises will be prepared and signed by the Parties, after the expiration or earlier termination of this Lease. The Final PCR will be prepared at the Lessee’s expense and will set forth the actual physical appearance and condition of the Premises on the ending date of this

Lease as determined from a joint inspection by the Parties. The Final PCR will be used, in conjunction with the Final ESA (see Paragraph 1.06(b) below), by the Government in determining whether the Lessee has fulfilled its obligations to maintain and restore the Premises to their condition at the Beginning Date under this Lease including without limitation, Section 4 and Section 6.

1.06(b). Environmental Condition of Property Report. An Environmental Condition of

Property (ECP) Report of the Premises was completed on 5 May 2017, and is attached to this

Lease as Exhibit E. The ECP sets forth those environmental conditions and matters on and affecting the Premises on the Beginning Date, as determined from the records and analyses reflected in the ECP. If a differing site condition is encountered, the ECP shall be amended to identify such condition. The ECP is not, and shall not constitute, a representation or warranty on the part of the Government regarding the environmental or physical condition of the Premises, and the Government shall have no liability in connection with the accuracy or completeness thereof. A separate ECP (“Final ECP”) for the Premises will be prepared by the Government and signed by the Parties, after the expiration or earlier termination of this Lease. The Final ECP will document the environmental conditions and matters on and affecting the Premises on the Ending

Date of the Lease as determined from the records and analyses reflected therein. The Final ECP will be used by the Government in determining whether the Lessee has fulfilled its obligations to maintain and restore the Premises to their condition at the Beginning Date under this Lease, including without limitation, Section 4 and Section 6.

SECTION 2—RENT, REIMBURSEMENTS, AND TAXES

2.01. Consideration.

2.01(a). Rent. The Lessee shall pay to the Government “Rent” during the Term and the

Extension Period, if applicable Renewal Period, as more fully set forth in Exhibit F (“Rent

Schedule”).

2.01(b). Proration of Rent. If the Term does not begin on the first day or end on the last day of a month, the Rent for that partial month shall be prorated by multiplying the monthly Rent by a fraction, the numerator of which is the number of days of the partial month included in the Term and the denominator of which is the total number of days in the full calendar month.

2.02. Reimbursements. All sums other than Rent payable by the Lessee to the Government under this Lease, including but not limited to all items of reimbursement, such as reimbursement for police and fire protection services and water provided by the Government, if applicable, shall be collectively deemed reimbursements (“Reimbursements”). Except in the event of an emergency, no such services shall be provided by the Government to the Premises. Any request by the Government to the Lessee for Reimbursements under this Lease shall identify the expenses included in such reimbursement request, the terms of payment, and the account into which such

Reimbursements must be paid. The Lessee shall pay all Reimbursements when due without deduction or offset, unless specifically provided under this Lease.

2.03. Payments. All consideration due to the Government by the Lessee, including

Reimbursements, shall be paid:

(i) without advance notice, demand, offset, or deduction, and

(ii) when due.

All payments due hereunder shall be made by check, payable to the order of the Finance and

Accounting Office at c/o ___________________________________.

2.04. Penalty Charges.

2.04(a). Assessment of Penalty Charges. If the Lessee fails to fully pay any Rent or

Reimbursement within thirty (30) business days after it is due, the Lessee shall also pay:

(i) interest, consistent with the Debt Collection Act of 1982 (31 U.S.C. § 3717), as amended, from the due date at the rate prescribed by the Secretary of the Treasury for amounts past due to the federal government until paid in full;

(ii) an administrative charge to be determined by the Government to cover the costs of processing and handling delinquent debts; and

(iii) an assessment of an additional penalty charge equal to 18 percent per annum or the maximum then allowed by applicable law, whichever is less, on any portion of a debt that is more than ninety (90) days past due on the remaining unpaid balance, retroactive to the date originally due until paid.

2.04(b). Payment of Penalty Charges. All payments received will be applied first to any accumulated interest, administrative and penalty charges and then to any unpaid Rent or other payment balance. Interest will not accrue on any administrative or late payment penalty charges.

No interest or administrative charges shall be imposed by the Government on any late payment if the Lessee pays the amount due within thirty (30) days after receiving written notice from the

Government that such amount is past due and the amount thereof. This thirty (30) day period may be extended at the Government’s sole discretion. No penalty shall be imposed by the

Government on any late payment if the Lessee pays the amount due within ninety (90) days after receiving written notice from the Government that such amount is past due and the amount thereof. Notwithstanding the foregoing, the Government shall not impose any interest, administrative charge or penalty upon the Lessee while the Lessee, in good faith, is disputing the amount of the payment, so long as the Lessee pays to the Government any undisputed amount thereof.

2.05. Taxes.

(i) Before delinquency, the Lessee shall be responsible for paying all taxes, assessments and similar charges applicable to the Lessee during the Term of this Lease. The term

"taxes" as used in this Lease shall include all real property taxes on the improvements, the various estates in the improvements and the land, and any other taxes applicable to the

Lessee’s activities on the Premises. The term "taxes" shall also include all personal property taxes levied on the property used in the operation of the improvements; taxes of every kind and nature levied and assessed in lieu of, in substitution for, or in addition to, existing or additional real or personal property taxes on the improvements, Premises, or personal property, whether or not now customary or within the contemplation of the Parties to this Lease.

(ii) If and to the extent the leased property comprising the Premises is later made taxable by state or local governments under an Act of Congress, this Lease shall be renegotiated.

SECTION 3—REPRESENTATIONS, WARRANTIES, AND COVENANTS

3.01. Lessee’s Representations, Warranties, and Covenants. The Lessee hereby makes the following representations, warranties and covenants, solely for the benefit of the Government and its respective successors and assigns, as of the Beginning Date:

(i) During the Term of this Lease, the Lessee shall use the Premises solely for the uses of the Premises set forth in this Lease.

(ii) The Lessee is a duly organized, validly existing Corporation and in good standing under the laws of the state of ___________.

(iii) The person executing this Lease on behalf of the Lessee has the full right, power and authority to execute and deliver this Lease as the Lessee’s act and deed and to bind the

Lessee hereto. The Lessee has the full right, power and authority to obtain, and has obtained all necessary authorizations and consents, to enter into and perform its obligations under this Lease.

(iv) The Lessee has the full right, power and authority to obtain, and has obtained all necessary authorizations and consents, to enter into and perform its obligations under this

Lease;

(v) This Lease is a legal, valid and binding obligation of the Lessee, enforceable against the

Lessee in accordance with its terms.

(vi) The execution and delivery of this Lease by the Lessee will not result in a breach of the terms or provisions of, or constitute a default (or a condition that, upon notice or lapse of time, or both, would constitute a default) under its organizational documents or any indenture, agreement or obligation by which the Lessee is bound, and will not constitute a violation of any applicable laws.

(vii) The Lessee has not incurred, directly or indirectly, any obligation to pay any real estate commission, brokerage commission or finder’s fee to any agent, broker, salesperson or finder in connection with this transaction.

3.02. Government’s Representations, Warranties, and Covenants. The Government hereby makes the following representations, warranties and covenants, solely for the benefit of the

Lessee, and its respective successors and assigns hereunder, as of the Beginning Date:

(i) The Government has full right, power and lawful authority to enter into this Lease on behalf of the United States of America in accordance with the terms hereof and to grant the estate demised hereby, and the person executing this Lease on behalf of the Government has the full right, power and authority to execute and deliver this Lease and to bind the

Government hereto.

(ii) This Lease is a legal, valid and binding obligation of the Government, enforceable against the Government in accordance with its terms.

SECTION 4—ENVIRONMENTAL MATTERS

4.01. Lessee’s Compliance with Environmental Laws. The Lessee shall comply, at its sole cost and expense, with all Environmental Laws that are or may become applicable to the Lessee’s activities on the Premises, including but not limited to all Applicable Laws and regulations relating to occupational safety and health, the handling and storage of hazardous materials, and the proper generation, handling, accumulation, treatment, storage, disposal, and transportation of hazardous wastes. The Lessee shall at its own expense maintain in effect any permits, license or other governmental approvals relating to Environmentally and Safety Regulated Materials, if any, required for the Lessee’s use, and cause each sublessee to maintain in effect any such permits, license or other governmental approvals, if any, required for such sublessee’s use, of the

Premises. The Lessee shall make all disclosures required of the Lessee by any such

Environmental Laws, and shall comply with all orders, with respect to the Lessee’s and its sublessees’, employees’, agents’, contractors’ and invitees’ use of the Premises, issued by any governmental authority having jurisdiction over the Premises and take all action required by such governmental authorities to bring the Lessee’s and its sublessees’, employees’, agents’, contractors’ and invitees’ activities on the Premises into compliance with all Environmental Laws affecting the Premises. All hazardous materials used on the Premises by the Lessee shall be accompanied with appropriate Safety Data Sheets (SDS). The Lessee shall submit copies of SDS to the Government and retain a copy of each SDS onsite in compliance with all Applicable Laws and Installation regulations. The Lessee shall not accumulate any hazardous wastes on site for more than sixty (60) days and all wastes leaving the Premises will be manifested in accordance with Installation environmental programs and requirements.

4.02. Required Government Approval. The Lessee must obtain written Government approval as required by 10 U.S.C. § 2692, prior to storing, treating, or disposing of any toxic or hazardous material on the Premises. Toxic or hazardous material includes any material that is a “hazardous substance” under section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U.S.C. § 9601(14), or designated a “hazardous substance” by the U.S. Environmental Protection Agency under section 102 of CERCLA, 42

U.S.C. § 9602. Toxic or hazardous material also includes any material that is explosive, flammable, or pyrotechnic. The Lessee shall ensure any subleases, licenses, rights of entry, or other use agreements the Lessee issues for the Premises contain a similar requirement for obtaining prior Government written approval for the storage, treatment, or disposal of toxic or hazardous material on the Premises. The Lessee shall be responsible for any violations of these requirements by its agents, sublessees, licensees, contractors or invitees, and any successor or successors in interest in or to any of the Premises. The Lessee shall be responsible for the cost of proper disposal of any hazardous waste generated by its agents, sublessees, licensees, contractors or invitees, and any successor or successors in interest in or to any of the Premises in the event of failure by them to dispose of such wastes properly.

4.03. Definitions.

4.03(a). Environmentally and Safety Regulated Materials. Notwithstanding Paragraph 4.02, the term “Environmentally and Safety Regulated Materials’’ means any substance that is at any pertinent time defined or listed in, or otherwise classified, designated, or regulated pursuant to, any Environmental Law as a hazardous substance, hazardous material, extremely hazardous substance, hazardous waste, hazardous chemical, infectious waste, toxic substance, toxic pollutant or solid waste, or any other legislative or regulatory formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity, including, without limitation, friable asbestos and polychlorinated biphenyls and also including oil and petroleum, petroleum products, by-products and wastes, and by-products associated with the extraction, refining, or use of petroleum or petroleum products, whether or not so defined, listed, classified, designated or regulated in

“Environmental Laws’’, as defined in Paragraph 4.03(b) below.

4.03(b). Environmental Law. The term “Environmental Law’’ means any statute, law, act, ordinance, rule, regulation, order, decree, or ruling of any federal, state, interstate, and/or local governmental, quasi-governmental, legislative, administrative or judicial body, agency, board, commission or other authority applicable to the Lessee’s use of the Premises relating to the protection of health and/or the environment or otherwise regulating and/or restricting the use, storage, disposal, treatment, handling, release, and/or transportation of Environmentally and

Safety Regulated Materials, including, without limitation, CERCLA, the Solid Waste Disposal

Act, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials

Transportation Act, the Toxic Substances Control Act, the Emergency Planning and Community

Right To Know Act, and the environmental control laws of the state of Illinois, each as now or hereafter amended, and all regulations promulgated thereunder.

4.04. Lessee’s Indemnification. The Lessee shall indemnify and hold harmless the Government, from any and all claims for damages, costs, expenses, liabilities, fines, or penalties, including the

Government’s cost of defending against such claims, arising from or caused in whole or in part, directly or indirectly, by:

(i) the presence in, on, under, or about the Premises or any discharge or release in or from the Premises of any Environmentally and Safety Regulated Materials to the extent that any such presence, discharge, or release is caused by the Lessee’s activities, or the activities of any of the Lessee’s sublessees, employees, agents, contractors or invitees, or

(ii) The Lessee’s failure to comply with its covenants under this Section 4.

The indemnity obligations created by this Paragraph 4.04 shall include, without limitation, whether foreseeable or unforeseeable, any and all costs incurred in connection with any site investigation, and any and all costs for repair, cleanup, detoxification or decontamination, or other remedial action of the Premises. This obligation shall survive the expiration or termination of this Lease, and the Lessee’s obligations hereunder shall apply whenever the Government incurs costs or liabilities for the Lessee’s actions of the types described in this Section 4.

4.05. Required Notices and Government’s Right of Inspection.

4.05(a). Required Notices. If at any time either Party shall become aware, or have reasonable cause to believe, that any Environmentally and Safety Regulated Materials have been released or have otherwise come to be located on or beneath the Premises, in amounts greater than either the

Environmentally and Safety Regulated Materials’ reportable quantities or a level requiring response action(s) under an Environmental Law, such Party shall immediately upon discovering the release or the presence or suspected presence of such Environmentally and Safety Regulated

Materials, give written notice of that condition to the other Party. In addition, the Party first learning of the release or presence of Environmentally and Safety Regulated Materials on or beneath the Premises, shall immediately notify the other Party in writing of:

(i) any enforcement, cleanup, removal, or other governmental or regulatory action instituted, completed, or threatened pursuant to any Environmental Laws;

(ii) any claim made or threatened by any person against the Government, the Lessee or the

Premises arising out of or resulting from the release or presence of Environmentally and

Safety Regulated Materials; and

(iii) any reports made to any local, state, or federal environmental agency arising out of or in connection with any Environmentally and Safety Regulated Materials.

4.05(b). Right to Terminate. At any time following either Party’s receipt of the notice described in Paragraph 4.05(a) above, the Lessee may terminate this Lease with respect to any affected portion of the Premises.

4.05(c). Discovery of On-Site Contamination. If the Lessee discovers any Environmentally and

Safety Regulated Materials of any kind, in, on, under, about or migrating from or onto the

Premises, the Lessee shall immediately stop work, take measures to reduce exposure to all Lessee site personnel, and immediately notify the Government of such condition and location.

4.05(d). Government’s Right of Inspection. The Government’s rights under this Lease specifically include the right for Government officials, including authorized agents or contractors, to inspect upon reasonable notice the Premises for compliance with Environmental Laws, and safety, and occupational health laws and regulations, whether or not the Government is responsible for enforcing them. Such inspections may be made without prejudice to the right of duly constituted enforcement officials to make such inspections. The Government shall normally give the Lessee twenty-four (24) hours prior notice of its intention to enter the Premises unless it determines the entry is required for safety, environmental, operations, or security purposes.

Lessee may, but is not required to accompany the Government. If requested, Government officials inspecting the Premises shall comply with such reasonable safety and operating procedures of the Lessee, including any training required prior to entrance of any Government officials onto the Premises. The Government shall exercise its access rights hereunder so as to minimize the interference with the Lessee’s use of the Premises. The Lessee shall have no claim on account of any entries made pursuant to this Lease against the United States or any officer, agent, employee, or contractor thereof.

4.06. Application of Pesticides and Herbicides. While Lessee may manage and control vegetation within the Premises, the use of any pesticides or herbicides within the Premises shall be in conformance with all Applicable Laws and regulations, and the Lessee must obtain approval in writing from the Government before any pesticides or herbicides are applied within the

Premises and must provide a report to the Govt at the end of each FY stating the amount of active ingredient applied.

4.07. No Liability for Government’s Environmental Impacts. Notwithstanding any other provision of this Lease, by the terms of this Lease, the Lessee does not assume any liability or responsibility for environmental impacts and damage caused by the Government’s use of

Environmentally and Safety Regulated Materials on any portion of the Installation, including the

Premises, provided such impacts or damage are not exacerbated by Lessee. The Lessee has no obligation under this Lease to undertake the defense of any claim or action, whether in existence now or brought in the future, solely arising out of the use or release of any Environmentally and

Safety Regulated Materials on or from any part of the Installation, including the Premises, which occurred prior to the first day of the Lessee’s occupation or use of each such portion of, or such building, facility, or other improvement on, the Premises under any instrument entered into between the Parties, or the Beginning Date, whichever is earlier. Further, the Lessee has no obligation under this Lease to undertake environmental response, remediation, or cleanup relating to such use or release.

(i) For the purposes of this Paragraph 4.07, “defense” or “environmental response, remediation, or cleanup” include liability and responsibility for the costs of damage, penalties, legal, and investigative services relating to such use or release. “Occupation” or

“use” shall mean any activity or presence (including preparation and construction) in or upon such portion of, or such building, facility, or other improvement on, the Premises.

(ii) This Paragraph 4.07 does not relieve the Lessee of any obligation or liability it might have or acquire with regard to third parties or regulatory authorities by operation of law.

(iii) This Paragraph 4.07 shall survive the expiration or termination of this Lease.

4.08. Hazardous Waste Storage Facilities. The Lessee must provide, consistent with Paragraph

4.02 of this Lease and at the Lessee’s own expense, hazardous waste or petroleum storage facilities, which comply with all laws and regulations, as it may need for such storage.

Government hazardous waste or petroleum storage facilities will not be available to the Lessee or any sublessee. The Lessee shall not use Government accumulation points for hazardous and other wastes, and the Lessee shall not permit its hazardous waste or petroleum or petroleum derivative to be commingled with hazardous waste or petroleum or petroleum derivative of the

Government. Any violation of the requirements of this Condition shall be deemed a material breach of this Lease.

4.09. Availability of Lessee Records. The Lessee must maintain and make available to the

Government all records, inspection logs, and manifests that track the generation, handling, storage, treatment, and disposal of hazardous waste, as well as all other records required by

Environmental Laws. The Government reserves the right to inspect the Premises and the Lessee records for compliance with Environmental Laws relating to the generation, handling, storage, treatment, and disposal of hazardous waste, as well as to the discharge or release of

Environmentally and Safety Regulated Materials. The Lessee shall be liable for the payment of any fines and penalties which may accrue as a result of the actions of the Lessee or its sublessees.

4.10. Government’s Access for Environmental Testing and Remediation. The Government, its officers, agents, employees, contractors, and subcontractors have the right, upon reasonable notice to the Lessee, to enter upon the Premises for the following purposes, in a manner that minimizes interference with the Lessee’s operations:

(i) To conduct investigations and surveys, including, where necessary, drilling, soil and water samplings, testpitting, testing soil borings and other activities related to any environmental restoration program or Federal Facilities Agreement at the Installation;

(ii) To inspect field activities of the Government and its contractors and subcontractors in implementing any Hazardous Substance clean up program or Federal Facilities Agreement at the Installation;

(iii) To conduct any test or survey related to the implementation of any environmental restoration program or Federal Facilities Agreement at the Installation or environmental conditions at the Premises or to verify any data submitted to the United States

Environmental Protection Agency (“EPA”) or the appropriate state environmental regulatory body by the Government relating to such conditions; and

(iv) To construct, operate, maintain or undertake any other response or remedial action as required or necessary under any environmental restoration program or Federal Facilities

Agreement at the Installation, including, but not limited to, monitoring wells, pumping wells and treatment facilities.

4.11. Site Specific Lease Restrictions. In addition to the implementation of institutional and engineering controls, Lessee is advised that the Premises is subject to a Federal Facilities

Agreement (FFA), and, as such, the Lessee’s use of the Premises shall be subject to the FFA.

4.11(a). Archeological Remains. If the Lessee discovers any archaeological materials, the Lessee shall immediately stop work, take measures to reduce exposure to all Lessee site personnel, and immediately notify the Government of such condition and location.

SECTION 5—LIABILITY AND INSURANCE

5.01. Government’s Limitation of Liability and General Indemnification by Lessee. The

Lessee agrees to assume all risks of loss or damage to property and injury or death to persons by reason of or incident attributable or incident to its possession and use of the Premises or the activities conducted under this Lease. The Lessee expressly waives all claims against the

Government for any such loss, damage, personal injury, or death caused by or occurring as a consequence of such possession and use of the Premises by the Lessee, or the conduct of activities or the performance of responsibilities under this Lease by the Lessee. The Lessee further agrees to indemnify and hold harmless the Government, its officers, agents, and employees from and against all suits, claims, demands or actions, liabilities, judgments, costs, and attorneys' fees arising out of, or in any manner predicated upon, personal injury, death, or property damage resulting from, related to, caused by, or arising out of the possession and use of the Premises by the Lessee. The Government will give the Lessee notice of any claim against it covered by this indemnity as soon after learning of such claim as practicable. The Lessee’s obligation under this Paragraph 5.01 shall survive the expiration or termination of this Lease.

The Lessee's obligation hereunder shall apply whenever the Government incurs costs or liabilities for the Lessee’s actions giving rise to liability under…