IFB - NAS Jax 8.67 Acres Signed 26-May-22.pdf

INVITATION FOR BIDS

OUT-LEASE OF 8.67 ACRES OF LAND

DOCUMENT NUMBER N69450-22-RP-00019

PROPOSED LEASE OF FEDERAL REAL PROPERTY

AT NAVAL AIR STATION JACKSONVILLE

JACKSONVILLE, FLORIDA

Prepared by:

NAVAL FACILITIES ENGINEERING SYSTEMS COMMAND

SOUTHEAST

P.O. Box 30A, Building 903

Jacksonville, Florida 32212-0030

MAY 26, 2022

FERDINAND L. SALOMON

Real Estate Contracting Officer

TABLE OF CONTENTS

1. GENERAL INFORMATION

a. DEFINITIONS

b. POINT OF CONTACT

c. AUTHORITY AND GENERAL REQUIREMENTS

d. GENERAL LEASE INFORMATION

e. SITE VISITS

f. BIDS

2. INSTRUCTIONS TO BIDDER

a. GENERAL

b. HOW TO BID

c. RESERVED

d. CONTENT OF THE BID

e. AMENDMENTS TO THE IFB

f. SUBMISSION, MODIFICATION, REVISION, AND WITHDRAWAL OF BIDS

g. BID SUBMISSION

h. AWARD

i. QUESTIONS

3. POST AWARD REQUIREMENTS

a. COMPENSATION TO THE GOVERNMENT

b. RESTORATION BOND REQUIREMENTS

c. POST AWARD CONFERENCE

d. DAVIS-BACON WAGES

4. MISCELLANEOUS

a. WARRANTY DISCLAIMER

b. RESERVED

c. CONTRACTING OFFICER AUTHORITY

d. NO OBLIGATION

e. WAIVER

f. PROTECTION AFFORDED TO SENSITIVE MATERIAL

g. SECURITY

EXHIBITS:

A. SITE MAP

B. FORM OF GENERAL PURPOSE LEASE

C. FORM OF BID FORM TO LEASE PROPERTY

D. FORM OF PRE-PROPOSAL INQUIRY

1. GENERAL INFORMATION

a. DEFINITIONS.

1) “IFB” is this Invitation for Bid, Document #N69450-22-RP-00019, including all exhibits.

2) “Bid” or “bid” is an offer submitted by a Bidder.

3) “Bidder” or “offeror” is a party submitting a bid in response to this IFB.

4) “GOVERNMENT” is the United States of America, acting by and through the Department of the Navy, Naval Facilities Engineering Systems Command Southeast, Jacksonville, Florida.

5) “Lease” or “lease” or “Contract” means the lease agreement between the GOVERNMENT and the LESSEE to lease the Leased Premises.

6) “Contracting Officer” or “Real Estate Contracting Officer” (“RECO”) is the GOVERNMENT official who is authorized to issue this IFB and award the resultant lease contract. The Real Estate Contracting Officer is the Contracting Officer whose name and signature appears on the cover page of this IFB.

7) “LESSEE” or “awardee” is the Bidder(s) that is awarded a Lease of the Leased premises pursuant to this IFB.

8) “In writing,” “writing,” or “written” means any worded or numbered expression, which can be read, reproduced, and later communicated.

9) “Bid modification” is a change made to a bid before the IFB’s closing date and time, or made in response to an amendment, or made to correct a mistake at any time before award.

10) “Time,” if stated as a number of days, is calculated using calendar days, unless otherwise specified, and will include Saturdays, Sundays, and legal holidays. However, if the last day falls on a Saturday, Sunday, or legal holiday, then the period shall include the next day that is not a Saturday, Sunday, or legal holiday.

11) “Leased Premises” or “premises” mean the underutilized parcel of federal real property that is more particularly described on Exhibit A that may be leased to a LESSEE.

12) “Bid Deadline” means 4:00 p.m., Eastern Daylight Savings Time on June 10, 2022.

13) “Award” or “award” means the execution of the Lease by the RECO

b. POINT OF CONTACT. The point of contact (“POC”) for this IFB is Ms. Paige Gnann, Realty Specialist, Naval Facilities Engineering Systems Command Southeast, and can be reached at voice

(904) 542-6147, fax at (904) 542-6192, or via email at paige.g.gnann.civ@us.navy.mil.

c. AUTHORITY AND GENERAL REQUIREMENT.

1) Under the authority of 10 U.S.C. 2667, the Navy is soliciting bids for the lease of the Leased Premises for commercial business operations. This IFB and the leases that may be awarded pursuant to this IFB are not subject to the Federal Acquisition Regulation or the Competition in Contracting Act of 1984.

2) The GOVERNMENT’s only criteria for selecting the winning Bidder is price (i.e., the amount of rent that the Bidder will pay to the GOVERNMENT to lease the Leased Premises). Lease bids less than Fair Market Value of $45,000 per year will not be considered; note this is separate and distinct from the requirement under Section 3.a. of this Invitation For Bids to provide a one-time start-up fee of $25,751. If a lease is awarded, then the Bidder that offered the GOVERNMENT the highest-priced bid for the Leased Premises will be awarded the lease. If the term of the Lease does not include optional renewal terms, then the highest-priced bid will be the bid with the greatest sum of rents for the entire term of the lease. If the term of the Lease includes an initial term followed by one or more optional renewal terms, then the highest-priced bid will be the bid with the greatest sum of rents for the initial term plus all optional renewal terms. In either case, the amount of rent offered for each year of the term must be exactly the same (i.e., unbalanced bidding is prohibited). Each bid will be reviewed on its own merits. The GOVERNMENT reserves the right, unilaterally, at any time prior to award, for any reason or for no reason, and at no cost to the GOVERNMENT, to cancel this IFB and not award a lease.

3) For purposes of this IFB, price will be evaluated and may result in selection of a Bidder that will, upon receipt of the necessary approvals and requirements, be granted a lease for commercial business operations and for no other purpose.

The Leased Premises is offered on an “as-is-where-is” basis, subject to all faults and pre-existing conditions and hazards, without warranty or representation of any kind with regard to the suitability of the Leased Premises for the Bidder’s intended use of the premises.

GOVERNMENT will not maintain any improvements, facilities or structures located on the premises. The Bidder is responsible for inspecting the premises prior to submitting a Bid. The lease is offered on a NOT TO INTERFERE basis which means that the LESSEE will be responsible for accommodating all military operations throughout the term of the lease, including, but not limited to, all equipment utilizing radio frequency and electronics emissions/signals. Utilities are available to the site on an “as-is-where-is” basis. The LESSEE will be responsible for installation of any additional utility lines. Should the GOVERNMENT install the lines for the LESSEE, all costs related to the installation will be borne by the

LESSEE.

d. GENERAL LEASE INFORMATION.

1) Period of Lease. This is a five-year firm term lease. The GOVERNMENT reserves the right to terminate the Lease, in whole or in part, at any time, for any reason or for no reason, without liability, cost, expense or obligation to the GOVERNMENT. The LESSEE shall have the right to terminate the Lease upon sixty (60) days written notice to GOVERNMENT.

2) Use of the Leased Premises. The Leased Premises shall only be used for commercial business operations and for no other purpose.

3) Rent. LESSEE shall pay rental consideration to the GOVERNMENT annually in advance over the term of the Lease. Rental will be due no later than the effective date of the lease. The form of the rental consideration shall be in-kind consideration or cash consideration, or a combination of both, as determined by the GOVERNMENT in its sole and absolute discretion. The form of in-kind consideration will be directed by Government on a yearly basis. Exhibit B of this IFB, General Purpose Lease, includes specific requirements.

4) Reservation of Space for GOVERNMENT Use. The GOVERNMENT does not intend to reserve space for the use by the GOVERNMENT.

5) Subleases. LESSEE shall not transfer, assign, or sublease its lease or any interest in the Leased Premises, or any property on the premises, without prior written approval of the GOVERNMENT. All subleases will be subject to all terms and conditions of the IFB and Lease.

6) Utilities. Any utilities furnished by the GOVERNMENT shall be separately metered and paid for by the LESSEE, including any utilities used by subtenants.

7) Insurance Requirements. The LESSEE will be required to carry general liability insurance for the term of the lease. Exhibit B of this IFB, General Purpose Lease, includes specific requirements.

8) Lease Agreement. The Lease will be the same or substantially the same as the form attached hereto as Exhibit B, General Purpose Lease.

9) Accident Potential Zone (APZ). The Leased Premises lies beneath the flight path of the aircraft runways at NAS Jacksonville within APZ-1 of the Air Installations Compatible Use Zone (AICUZ). The Leased Premises will be leased subject to use restrictions in accordance with OPNAVINST 11010.36C. Specifically, at a minimum, Lessee will not build any permanent buildings on the premises or allow more than 25 persons to gather on the premises at any one time in compliance with Navy APZ-1 zone restrictions.

e. SITE VISITS. Site visitation(s) will be arranged upon request. The visits will only take place Monday – Friday during normal business hours and must be coordinated with Ms. Paige Gnann at NAS Jacksonville, phone number (904) 542-6147 or email at paige.g.gnann.civ@us.navy.mil.

Requests for site visits must be received at least forty-eight (48) hours in advance. The GOVERNMENT urges and expects each offeror to inspect the site. A Station Maintenance Utility Expert may attend the site visit to answer questions on utilities.

mailto:paige.g.gnann.civ@us.navy.mil

f. BIDS. Bid award, if made, will be on the basis of the greatest monetary return to the GOVERNMENT for the Leased Premises.

2. INSTRUCTIONS TO BIDDER

a. GENERAL. All bids must be submitted on a Bid Form to Lease Property (“Bid Form”), the form of which is attached hereto as Exhibit C. If two or more Bidders submit the exact same offer, then the GOVERNMENT will provide each such Bidder with an opportunity to submit another sealed bid for an amount that exceeds its previous bid. In the unlikely event that another tie occurs, then award shall be made by a drawing by lot limited to those bidders that tied during the previous round of bidding. The bidders involved shall be given an opportunity to attend and watch the drawing.

b. HOW TO BID. Bids shall be prepared in accordance with this IFB. Bids are due no later than the Bid Deadline. Facsimile submissions are not authorized. Bids can be emailed to paige.g.gnann.civ@us.navy.mil. Envelopes containing bids must be securely sealed, marked, and hand delivered as follows:

1) BID FOR:

Lease of Federal Real Property NAS Jacksonville Jacksonville, Florida Solicitation Number: N69450-22-RP-00019

2) DELIVERED TO:

Commanding Officer Naval Facilities Engineering Systems Command Southeast Box 30A, Building 903 Jacksonville, FL 32212-0030 Attn: RE32, Paige Gnann Telephone: (904) 542-6147 Email: paige.g.gnann.civ@us.navy.mil

c. RESERVED.

d. CONTENT OF THE BID. Each bid must include a properly completed and signed Bid Form with the amount of rent offered for the five-year firm term. The amount of rent offered for each year must be exactly the same (i.e., no unbalanced bidding).

e. AMENDMENTS TO THE IFB. If this IFB is amended, all terms and conditions that are not amended remain unchanged.

f. SUBMISSION, MODIFICATION, REVISION, AND WITHDRAWAL OF BIDS.

mailto:paige.g.gnann.civ@us.navy.mil

1) Bids and modifications to bids shall be submitted in paper media in sealed envelopes or packages;

2) Addressed to the office specified in the IFB; and

3) Showing the time and date specified for receipt, the IFB number N69450-22-RP-00019 and the name and address of the offeror. Bidders using commercial carriers should ensure that the bid is marked on the outermost wrapper with the information in section 2.b. above.

4) Bidders are responsible for submitting bids, and any modification, or revisions, so as to reach the GOVERNMENT office designated in the IFB by the Bid Deadline specified in the IFB.

5) Late Bids.

(a) Any bid, modification, or revision received at the GOVERNMENT office designated in the IFB after the Bid Deadline is “late” and will not be considered unless it is received before award is made and the Contracting Officer determines that accepting the late bid is in the GOVERNMENT’s best interest, will not unduly delay the award, and

1. It is the only bid received.

(b) A bid may be withdrawn by written notice received by the GOVERNMENT at any time prior to award. Withdrawals are effective upon receipt of written notice by the Real Estate Contracting Officer. A bid may be modified by written notice received by the GOVERNMENT at any time prior to the Bid Deadline. Modifications are effective upon receipt of written notice of the modification by the Real Estate Contracting Officer. Bidders may submit modifications to correct a mistake in a previously submitted Bid at any time before award.

(c) The only acceptable evidence to establish the time of receipt at the office designated in Section 2.b. above is the time-date stamp of that office on the offer wrapper or other documentary evidence of receipt maintained by the Real Estate Contracting Officer.

(d) Notwithstanding the above, a late modification of an otherwise successful bid, which makes its terms more favorable to the GOVERNMENT, will be considered at any time it is received and may be accepted.

g. BID SUBMISSION. Bids may be submitted only for the property and purposes described in this IFB. Bids prepared on any other basis will not be considered.

h. AWARD. If an award is made, the Real Estate Contracting Officer shall award a lease to the highest bidder in accordance with this IFB. The highest bidder will be the bidder that submitted the bid that has the greatest sum of rents for the term of the lease.

i. QUESTIONS. Interested Bidders with questions about this IFB must submit all questions in writing on a Pre-Proposal Inquiry (“PPI”) Form. A copy of the PPI Form is attached hereto as

Exhibit D. Inquiries must be submitted on the PPI Form via e-mail to the RECO’s POC. Pre-proposal inquiries will not be accepted later than seven (7) calendar days prior to the Bid Deadline.

The GOVERNMENT will respond to properly submitted pre-proposal inquiries on the Contract Opportunities website SAM.gov once each week, no later than close of business each Friday.

3. POST AWARD REQUIREMENTS

a. COMPENSATION TO THE GOVERNMENT. The successful Bidder shall reimburse the GOVERNMENT a one-time start-up fee of $25,751.00 for administrative costs incurred by the GOVERNMENT from written notice of award to execution of the Lease. The start-up fee will be due from the successful Bidder within five (5) business days of the GOVERNMENT’s written notice of award. Should the proposed lease award be cancelled for any reason, costs incurred by the GOVERNMENT up to the time of cancellation will be nonrefundable. Any funds not used will be returned to the proposed LESSEE.

b. RESTORATION BOND REQUIREMENTS. To secure the faithful performance of its obligations hereunder, each awardee/LESSEE shall provide to the GOVERNMENT within forty-five (45) days after notice of award with a performance bond issued by a corporate surety and satisfactory to the GOVERNMENT in all respects in the amount of $100,000. If the GOVERNMENT shall at any time determine that an increase in the amount of security is necessary to make same commensurate with LESSEE’s obligations hereunder, LESSEE shall furnish such additional security promptly upon request.

c. POST AWARD CONFERENCE. The awardee/LESSEE agrees to attend any post-award conference(s) convened by the contracting activity or Real Estate Contract Officer.

d. DAVIS-BACON WAGES. Any construction resulting from this IFB and awarded Lease will be subject to the Davis-Bacon Act. Contractors are required to ensure that any employees are paid at least the prevailing wages required by the applicable wage determination. It will be the responsibility of each Bidder to ensure that its Bid reflects the most recent wage rates and categories.

4. MISCELLANEOUS

a. WARRANTY DISCLAIMER. No warranties, either expressed or implied, concerning the suitability/feasibility of the parcels are contained in this IFB or the Lease. The parcel is being offered on an “as-is-where-is” basis and subject to all faults. GOVERNMENT does not maintain any structures upon the parcel. LESSEE will be responsible, at its own cost, for making the property suitable for its use. Information pertaining to the property and provided to bidders is believed to be correct; however, the GOVERNMENT does not warrant this information. The property is available for inspection by prospective bidders, and bidders are responsible for determining the property’s suitability for the facilities and uses they propose. The failure to make such inspection shall not constitute grounds for any claim for adjustment or a defense after award of the lease.

b. RESERVED.

c. CONTRACTING OFFICER AUTHORITY. In no event shall any understanding or agreement between the LESSEE and any GOVERNMENT employee, other than the Real Estate Contracting Officer, on any contract, modification, change order, letter or verbal direction to the Lessee, be effective or binding upon the GOVERNMENT. All such actions must be formalized by a proper contractual document executed by an appointed Real Estate Contracting Officer. The Lessee is hereby put on notice that in the event a GOVERNMENT employee other than the Contracting Officer directs a change in any term in this IFB or the Lease, it is the Lessee’s responsibility to make inquiry of the Real Estate Contracting Officer before making the deviation.

d. NO OBLIGATION. While the GOVERNMENT intends to enter into an agreement with a bidder selected through this IFB process, GOVERNMENT is under no obligation to do so. At any time prior to award, and for any reason or for no reason, the GOVERNMENT may cancel this IFB or reject any and all Bids prepared in response to this IFB. The GOVERNMENT is not responsible for any costs incurred in order to participate in this IFB process, including any “bid and proposal" costs incurred by any Bidder or interested Bidder.

e. WAIVER. The GOVERNMENT reserves the right to waive informalities and minor irregularities in offers received if it is determined that it is in its best interest of the GOVERNMENT to do so.

f. PROTECTION AFFORDED TO SENSITIVE MATERIAL. Information contained in materials submitted in response to this IFB may be afforded protection from public disclosure if the Bidder identifies the same as “proprietary” with supporting justification and requests such protection at the time of submission. Each page that is considered proprietary must be clearly marked.

g. SECURITY. LESSEE’s personnel and/or representatives, or agents will be subject to security checks by the GOVERNMENT. Security checks may include, without limitation, a full background criminal investigation.

Exhibit A

(Map and/or Description of Property)

Exhibit B

(Form of General Purpose Lease)

All correspondence in connection with this contract should include reference to Contract No.

N69450-22-RP-00019,

Installation Name – NAS Jacksonville

UIC N00207

LEASE

BETWEEN

THE UNITED STATES OF AMERICA AND

(NAME OF TENANT)

THIS LEASE, executed this day of June 2022, by and between THE UNITED STATES OF AMERICA, acting by and through the Secretary of the Navy ("Government"), and XXXX (“Lessee and/or Tenant”). (Government and Tenant may sometimes jointly be referred to as the “Parties.”)

W I T N E S S E T H:

WHEREAS, the Leased Premises, as defined below, covered by this Lease is under the control of the Secretary of the Navy (the “Navy”); and

WHEREAS, the Leased Premises is not excess property as defined in section 3 of the Federal Property and Administrative Services Act of 1949, as amended, (40 U.S.C. § 102); and

WHEREAS, the Secretary of the Navy, pursuant to the provisions of 10 U.S.C. § 2667, has determined that the proposed use of the Leased Premises, subject to the terms and conditions of this Lease, will promote the national defense or serve the public interest.

NOW THEREFORE, in consideration of the terms, covenants, and conditions in this Lease, Government and Tenant agree as follows:

1. LEASED PREMISES. Government leases, rents, and demises to Tenant, and Tenant hires and rents from Government, the Leased Premises, as more particularly described and/or depicted in Exhibit A to this Lease (the “Leased Premises”), together with all improvements and all related Personal Property as described and/or listed in Exhibit A, and with all rights of access to the Leased Premises for ingress, egress, parking, and utilities as provided under Paragraphs 9, 13, 26 and 27 below.

2. TERM. The term of this Lease shall begin on July 1, 2022 and end on June 30, 2027, unless sooner terminated under Paragraph 14.

3. CONSIDERATION. LESSEE shall pay Government rent annually by cash consideration or in-kind consideration, or a combination of both, as determined by the Government in Government’s sole and absolute discretion. Whether in the form of cash consideration or in-kind consideration, rent is due annually on June 30 and payable in advance. Lessee shall pay rent or provide in-kind consideration in the amount of:

Term Rent Rate Per Year Year 1 $XXXXX Year 2 $XXXXX Year 3 $XXXXX Year 4 $XXXXX Year 5 $XXXXX Further, rent must be paid in accordance with the following terms:

3.1. Cash Consideration. If Government directs Tenant to pay rent by cash consideration, then rent shall be payable through Pay.gov. It may also be paid by valid check or money order made payable to “Treasurer of the United States,” citing Contract Number N69450-22-RP-00019. Tenant assumes the risk of using the U.S. Postal Service or other delivery service. The check shall be delivered to the following address:

Commander Naval Facilities Engineering Systems Command Southeast P. O. Box 30, Building 135N, Room 232 Naval Air Station, Jacksonville, FL 32212-0030

3.2. In-Kind Consideration. If Government directs Tenant to pay rent by in-kind consideration, then Tenant shall have the option to pay net present value rent of $XXXXX.00 in the form of in-kind consideration for a project, to be decided by Government, with five (5) annual stages; each stage is to be completed by June 30th of the following year and be of the value of not less than $XXXXX.00. Tenant shall also have the option to complete the entire in-kind consideration project within the first year of the lease, so long as the value of the in-kind consideration project is not less than the net present value rent of $XXXXX.00.

3.2.1. The Government and Tenant shall meet on an as-needed basis, but not less than monthly during the term of this Lease, to review and amend, if necessary, the list of in-kind projects or services to be provided to Government by Tenant. For each project or service proposed, an estimated cost to perform the work must be included with the project or service description. Projects or services shall be selected by the Government and scheduled so that the value of the work to be performed is not less than the rent obligations of the Tenant.

Authorization to proceed will be provided by written approval from the Government. Approval shall be in the form of a written letter of approval in advance by the Real Estate Contracting Officer of Naval Facilities Engineering Systems Command Southeast (“RECO”). A “not to exceed cost ceiling” will be established by the approval letter. The RECO may, upon request, with supporting rationale from the Tenant, increase the “not to exceed cost ceiling.” Such request for an increase in said amount must be submitted prior to incurring any cost in excess of the said amount and sufficiently in advance to provide for review of the requirement and, in any event, not less than ten (10) days prior to the date authorization is required. In the limited circumstances where, due to unavoidable time constraints, it is not practicable to comply with the ten-day requirement, the Tenant may seek verbal approval from the RECO, pending written confirmation. The Tenant shall not be obligated to incur costs in excess of the “not to exceed cost ceiling.” If directed by the Government, Tenant will pay all or a portion of Tenant’s in-kind rental consideration to another non-federal entity (“NFE”) that is also leasing property on the Installation, or to the other NFE’s contractor, as a contribution to an in-kind project that is or will be managed by the other NFE.

3.2.2. The incurred cost of performing a project or service will be subject to Government audit. Should the audited cost be less than the “not to exceed cost ceiling”, Tenant’s rent obligation will be credited only for the audited cost.

3.2 3. Nothing in this Lease shall preclude Tenant from contracting with a third party for the work. Tenant shall require any contractor to procure a penal bond in an amount not less than the estimated cost of the contracted work. Prior to commencing the proposed work, Tenant shall be solely responsible for obtaining any environmental permits required, independent of any existing permits. Copies of all required construction permits shall be delivered to the Government.

3.2.4. Government will retain the right of technical review of any proposed work to be performed or personal property to be delivered. A Government representative may oversee the work solely for the benefit of Government and confirm satisfactory completion to the Commander/Commanding Officer. The RECO must provide a written final acceptance of the work performed in order for Tenant to receive rent reduction credit for the work performance.

Title to any improvements constructed or personal property furnished shall vest in Government upon acceptance. Any bills of sale, purchase receipts, written warranties, other indicia or documents of ownership shall be delivered to the Government upon its acceptance of the improvement or personal property. Written warranties shall include, but not be limited to, a warranty that work performed conforms to the contract requirements and is free of any defect in equipment, material, or design or workmanship, and that Tenant or Tenant’s contractor will remedy any failure to conform or any defect promptly and at its sole expense. Additionally, any warranty must agree that Tenant or Tenant’s contractor shall remedy any damage to Government owned or controlled real or personal property when that damage results from either contractor failure to conform to contract requirements or any defect of equipment, material, workmanship, or design. All warranties shall name Government as an additional beneficiary. Tenant shall enforce all warranties for the benefit of Government if directed by Government.

3.2.5. Upon termination of this Lease for any reason, Tenant shall not be entitled to a refund of its costs paid for a project the performance of which has not been approved by the engineer of the Government, and a final accounting will be performed and the balance of any rent accrued and still payable to Government will be due on demand by valid check or money order. Notwithstanding termination, Government reserves the right to have a final accounting performed at any time during the course of the lease term and request that the value of any rent accrued up to that date and not already contractually obligated to any specific project or service to be performed, be paid by valid check or money order to Government on demand. Upon termination, at Government’s option, Tenant shall complete any work or service already contracted for, in which event Government will issue a temporary license to Tenant to remain on the Leased Premises, or if otherwise directed by Government, terminate any contract and pay all accrued rent through Pay.gov or by valid check or money order.

3.2.6. Reserved.

4. USE OF LEASED PREMISES.

4.1. The purpose for which the Leased Premises may be used, in the absence of prior written approval by Government, is for commercial business operations and for no other purpose. Tenant understands and acknowledges that this Lease is not, and does not constitute, a commitment by Government with regard to any fee title conveyance of the Leased Premises, in whole or in part, to Tenant or any agency, instrumentality, or affiliate, or to any subtenant.

4.2. Tenant shall not undertake any activity that may affect a historic or archeological property including excavation, construction, alteration, or repairs of the Leased Premises, without the prior approval of Government and compliance with section 106 of the National Historic Preservation Act (54 USC §300101, et seq.), and the Archeological Resources Protection Act of 1979 (16 U.S.C. §470aa). Buried cultural materials may be present on the Leased Premises. If those materials are encountered, Tenant shall stop work immediately and notify Government. Government has no knowledge of any historical or archeological property on the Leased Premises; in the event that it becomes aware of any, Government will immediately notify Tenant.

4.3. The Leased Premises will be leased subject to use restrictions for Accident Potential Zone – 1 (APZ-1) in accordance with OPNAVINST 11010.36C. Specifically, at a minimum, Tenant will not build any permanent buildings on the premises or allow more than 25 persons per acre to gather on the premises at any one time in compliance with Navy APZ-1 use restrictions.

5. ASSIGNMENT AND SUBLEASING.

5.1. Tenant shall not transfer, assign, or sublet this Lease, or any interest in it, or any property on the Leased Premises, or grant any interest, privilege, or license whatsoever in connection with this Lease, without the prior written consent of Government. Consent shall not be unreasonably withheld or delayed.

5.2. Any sublease granted by Tenant shall contain a copy of this Lease as an exhibit and be consistent with 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 Government to Tenant or any subtenant, except as specifically stated in this Lease. No sublease shall relieve Tenant of any of its obligations under this Lease. Under any sublease made with or without consent of Government, the subtenant shall be deemed to have assumed all of the obligations of Tenant under this Lease. Every sublease shall be subject to, and shall be deemed to contain, the Environmental Protection provisions set forth in Paragraph 13 below.

5.3. Tenant shall submit to Government for its prior written consent, a copy of each sublease Tenant proposes to execute. The consent may include a requirement that Tenant renegotiate the sublease to conform to the provisions of this Lease. Consent to the sublease shall not be taken or construed to diminish or enlarge any of the rights or obligations of either Government or Tenant. Should a conflict arise between the provisions of this Lease and a provision of the sublease, the provisions of this Lease shall take precedence. Upon its execution, a copy of each sublease shall be immediately furnished to the Government.

6. JOINT INSPECTION AND INVENTORY REPORT (NON-ENVIRONMENTAL).

6.1. Prior to use and occupancy of the Leased Premises by Tenant or any subtenant, a Joint Inspection and Inventory Report (JIIR) will be conducted by representatives of Government and Tenant and a complete inventory of Government real and personal property shall be made. The JIIR shall describe the condition of the Leased Premises and will note any deficiencies found to exist. Prior to execution, the report shall be attached to and made a part of the Lease as EXHIBIT B.

6.2. Each building or facility contained in the JIIR shall be identified by building number or facility number and signed and dated by Government and Tenant. All personal property in a building, unless specifically exempted by the terms and conditions of this Lease, shall remain with the building.

6.3. The Leased Premises shall be delivered to Tenant on an "As-Is, Where-Is" basis, and, as such, Government makes no warranty to its usability generally or its fitness for any particular purpose. Any safety or health hazards identified and listed in the JIIR shall be corrected at Tenant’s expense prior to use and occupancy of the related portion of the Leased Premises. The safety or health hazards to be corrected by Tenant shall be limited to those identified in the JIIR.

6.4. In the event this Lease is terminated and the Parties have not agreed to enter into a new lease, or conveyance of title to the Leased Premises, or a Lease In Furtherance of Conveyance, Tenant shall return the Leased Premises to Government in the same condition in which it was received, reasonable wear and tear, damage by insurable events, and Acts of God excepted. Tenant may, at its expense and with prior written approval of Government, (a) replace any personal property with personal property of like kind and utility, (b) replace any personal property in a good and workmanlike manner, and (c) dispose of any worn out, obsolete, or non-functioning personal property, in accordance with applicable laws and regulations. Government shall not unreasonably withhold or delay granting its approval to Tenant’s request for those actions.

7. ENVIRONMENTAL CONDITION OF PROPERTY. An Environmental Condition of Property (ECP) is attached to and made a part of this Lease as Exhibit C either at the time this

Lease is executed, or within a reasonable time after the term begins, depending on the time needed by Government to complete the report, and in the latter event, the report will speak from the date the term of this Lease begins. The ECP sets forth the existing environmental conditions of the Leased Premises as represented by a survey conducted by Government and sets forth the basis for the Government’s determination that the Leased Premises are suitable for leasing.

Tenant understands that whenever this Lease ends, Government may conduct an inspection of the Leased Premises to determine if any material deviation from the initial environmental condition has occurred, and if a material deviation has occurred, Tenant will remain liable for resulting loss or damage, notwithstanding the ending of this Lease. Tenant and each subtenant are made aware of the notifications contained in the ECP and shall comply with all restrictions in it, including the requirements in Section 2 - List of Land Use Controls Required for Real Estate Action (LUC), as well as the following:

7.1. UXO. Unexploded Ordnance and other Munitions and Explosives of Concern (UXO) may be present at this site. Unless otherwise explicitly stated in this paragraph, Tenant shall not conduct or permit any subtenant(s) to conduct any subsurface excavation, digging, drilling or other disturbance of the surface at any time without the prior written approval of the Government. Any excavation, digging, drilling, or other disturbance of the surface shall be done in compliance with all applicable Federal, state, and local laws and regulations and with Department of Defense and Department of the Navy safety policies, including those pertaining to explosives safety. Tenant acknowledges that land underlying and adjacent to the Leased Premises may contain UXO. If, after receipt of written approval by Government, Tenant undertakes any subsurface excavation, digging, drilling, or other disturbance of the surface, it shall immediately halt work and notify Government of any buried debris, or foreign, potentially hazardous material encountered during this work.

7.2. Lead-Based Paint. Government is not responsible for any removal or containment of lead-based paint (LBP), identified in the ECP. If Tenant, subtenant or other authorized occupant of the Leased Premises intends to make any improvements or repairs that require LBP removal, an appropriate LBP disposal plan ensuring compliance with all applicable Federal, state, and local laws and regulations must be incorporated into the plans and specifications and submitted to Government. The LBP disposal plan will identify the proposed disposal site, or in the event that the site has not been identified, will stipulate for disposal at a licensed facility authorized to receive it.

8. IMPROVEMENTS AND RESTORATION.

8.1. Tenant, or any subtenant, shall not construct or make any substantial construction, alterations, additions, modifications, excavations, betterments, or improvements to, installations upon, or otherwise modify or alter the Leased Premises in any way (collectively, the “Improvements”), including those that may adversely affect human health or the environment, without the prior written consent of Government. That consent shall not be unreasonably withheld or delayed. Further, that consent may involve a requirement to furnish Government with a payment and performance bond satisfactory to it in all respects and other requirements deemed necessary to protect the interests of Government. For any Improvements in the proximity of any known Navy Environmental Restoration Program (“ERP”) site, that consent may also include a requirement for the written approval of Government’s Remedial Project Manager in addition to approval by the RECO. The Improvements shall be done in a workmanlike manner and be subject to the requirements of all state and local building codes, as applicable. Tenant shall give Government prior written notification and a full plan and description of the proposed Improvements, including any other information on the proposed work requested by Government.

Except as otherwise stated in this Lease or in Government’s written approval, upon expiration or earlier termination of this Lease, Government shall have the option to cause title to all Improvements to be vested in the United States, or to require Tenant to remove the Improvements and restore the Leased Premises to the condition that existed when the term of this Lease began, or to a condition that is acceptable to Government. The parties stipulate and agree that any Tenant- built improvements that are transferred to the Government at the end of the term of this Lease will be deemed to have a nominal residual value and will transfer as additional in-kind consideration in accordance with 10 U.S.C §2667. If requested by Government, Tenant agrees to deliver a quitclaim deed to evidence or perfect the transfer of title to the Improvements to the United States for nominal consideration.

9. ACCESS BY GOVERNMENT. In addition to access required under Paragraph 13, at all reasonable times throughout the term of this Lease, Government shall be allowed access to the Leased Premises for any purpose upon reasonable notice to Tenant or subtenant. Government normally will give Tenant or any subtenant 24-hour’s prior notice of its intention to enter the Leased Premises, unless it reasonably determines the entry is an emergency required for safety, health, environmental, operations or security purposes, in which event no notice shall be required. Tenant or subtenant shall have no claim on account of any entries against Government or any Government officer, agent, employee or contractor, provided, however, that nothing in this Lease shall be deemed to prejudice the rights of Tenant or any subtenant under any contract, other agreement or law including, but not limited to the Federal Tort Claims Act. All necessary keys to the buildings and Leased Premises occupied by Tenant or any subtenant shall be made available to Government upon request.

10. UTILITIES AND SERVICES. Tenant and any subtenant shall be responsible for obtaining utilities and services for the Leased Premises. In the event that Tenant shall request and Government shall furnish Tenant with any utilities and services maintained by Government, Tenant shall pay Government the agreed charges as additional rent under this Lease. Those charges and the method of payment shall be determined by Government or the appropriate supplier of the service, in accordance with applicable laws and regulations, on the basis that Government or the appropriate supplier may establish, and may include a requirement for the installation of adequate connecting and metering equipment at the sole cost and expense of Tenant. It is expressly agreed and understood that Government in no way warrants the continued maintenance or adequacy of any utilities or services furnished by it to the Leased Premises.

Tenant shall have the right, subject to Paragraph 8, to install utilities, or make improvements to existing utilities on the Leased Premises, including but without limitation, the installation of emergency power generators, that may be necessary for the operation of Tenant's equipment.

11. NON INTERFERENCE WITH GOVERNMENT OPERATIONS. Tenant or any subtenant shall not conduct operations or activities, or make any alterations, that would interfere with or otherwise restrict Government operations, environmental clean-up, or restoration actions by Government, U. S. Environmental Protection Agency (EPA), state environmental regulators, or their contractors. Cleanup, restoration, or testing activities for environmental purposes by those entities shall take priority over Tenant's or any subtenant’s use of the Leased Premises in the event of any conflict. However, Government will take reasonable steps to prevent interference with Tenant’s or the subtenant’s use of the Leased Premises.

12. PROTECTION AND MAINTENANCE OF LEASED PREMISES.

12.1. Tenant shall, at its own expense, protect, preserve, maintain, and repair the Leased Premises in at least as good condition as when Tenant received it as reflected in the JIIR, normal wear and tear, damage by insurable events, and Acts of God excepted. Tenant’s responsibilities shall include, but not be limited to, removal of trash, litter, broken glass, and other hazards or obstructions from the Leased Premises that are generated by Tenant, its agents, contractors, or employees. Tenant shall ensure that the Leased Premises is maintained free of any noxious or nuisance-causing condition. Tenant is responsible for the maintenance and repair of all buildings or structures built or placed on the Leased Premises by Tenant.

12.2. Exterior Utility Systems. Tenant is responsible for the repair and maintenance of all exterior utility distribution lines, connections, and equipment that solely support Tenant’s facilities. This responsibility extends from the facilities leased to the point of connection with the utility system that serves users other than Tenant. These systems include but are not limited to heating plants, steam lines, traps, high voltage transformers, substations, power distribution lines (overhead and underground), poles, towers, gas mains, water and sewage mains, water tanks, fire protection systems, hydrants, lift stations, manholes, isolation valves, meters, storm water systems, catch basins, and similar items.

12.3. Refuse Removal. Debris, trash, and other undesirable materials shall be promptly removed from the Leased Premises, and the Leased Premises shall be kept reasonably clean and free of undesirable materials at all times. At completion of the Lease term, Tenant shall remove all containers, equipment not belonging to Government, and other undesirable materials, and leave the Lease Premises in an acceptably clean condition.

12.4. Security Protection. Tenant shall keep the Leased Premises secure and safe. Any crimes or other offenses, including traffic offenses and crimes and offenses involving damage to or theft of Government property, shall be reported to the appropriate state or local municipal authorities for investigation and disposition and to Government as property owner.

12.5. Tenant shall ensure that only trained, experienced, and qualified persons perform the maintenance and protections services specified in this Paragraph.

12.6. Tenant is responsible for the maintenance and upkeep of all grass, shrubs, trees and walkways that are on the Leased Premises. This responsibility is meant to include, but not be limited to, frequent grass cutting, weed removal, shrub and tree pruning so as to maintain the Leased Premises in as good condition as the Naval installation upon which it is situated.

13. ENVIRONMENTAL PROTECTION PROVISIONS.

13.1. Compliance with Law. Tenant shall comply, at its sole cost and expense, with the Federal, state, local, and installation laws, regulations, standards, instructions, policies and procedures, that are or may become applicable to Tenant’s activities on the Leased Premises.

Any violation by the Tenant of any of Tenant’s obligations set forth in Section 13 (Environmental Protection Provisions) shall be deemed a material breach of this Lease by the Tenant.

13.2. Permits. Tenant shall be solely responsible for obtaining at its cost and expense any environmental permits required for its operations under this Lease, independent of any existing permits.

13.3. Indemnification. TENANT SHALL, TO THE EXTENT PERMITTED

UNDER APPLICABLE LAW, INDEMNIFY AND HOLD HARMLESS GOVERNMENT

FROM, AND DEFEND GOVERNMENT AGAINST, ANY DAMAGES, COSTS,

EXPENSES, LIABILITIES, FINES, OR PENALTIES RESULTING FROM RELEASES,

DISCHARGES, EMISSIONS, SPILLS, STORAGE, TREATMENT, DISPOSAL, OR ANY

OTHER ACTS OR OMISSIONS BY TENANT, ITS OFFICERS, AGENTS,

EMPLOYEES, OR CONTRACTORS, OR LICENSEES, OR THE INVITEES OF ANY

OF THEM, GIVING RISE TO GOVERNMENT LIABILITY, CIVIL OR CRIMINAL,

OR RESPONSIBILITY UNDER FEDERAL, STATE, OR LOCAL ENVIRONMENTAL

LAWS. THIS PARAGRAPH 13.3 SHALL SURVIVE TERMINATION OR

EXPIRATION OF THIS LEASE.

13.4. Inspection. Government’s rights under this Lease specifically include the right for Government officials to inspect upon reasonable notice the Leased Premises and the Tenant’s books and records for compliance with environmental, safety, and occupational health laws and regulations, whether or not Government is responsible for enforcing them. Those inspections may be made without prejudice to the right of duly constituted enforcement officials to make them. Government normally will give Tenant twenty-four (24) hours prior notice of its intention to enter the Leased Premises unless it determines the entry is required for safety, environmental, operations, or security purposes. Tenant shall have no claim on account of any entries against The United States or any related officer, agent, employee, or contractor.

13.5. Asbestos. Except as provided in Paragraph 13.6, Government is not responsible for any abatement, removal, or containment of asbestos. If Tenant intends to make any Improvements that require the abatement, removal, or containment of asbestos, an appropriate asbestos management plan must be incorporated in the alterations plan to be submitted to the Commander/Commanding Officer under Paragraph 8. The asbestos management plan will identify the proposed disposal site for the asbestos.

13.6. Abatement of Asbestos. Government shall be responsible for the removal or containment of asbestos or asbestos-containing material (collectively, “ACM”) existing in the Leased Premises on the term beginning date as identified in the ECP attached to this Lease when that ACM is damaged or deteriorated to the extent that, through normal use, it is a source of airborne fibers in quantities that pose a threat to human health (“damaged or deteriorated

ACM”). Government agrees to abate all that existing damaged or deteriorated ACM as stated in this Paragraph 13.6. Government may choose the most economical means of abating damaged or deteriorated ACM, which may include removal or containment, or a combination of removal and containment. The foregoing Government obligation does not apply to ACM that is not damaged or deteriorated at the time Tenant takes possession of the Leased Premises and that may become damaged or deteriorated by Tenant’s activities. ACM that during the period of this Lease becomes damaged or deteriorated through the passage of time, or as a consequence of Tenant’s activities under this Lease, including but not limited to any emergency, shall be abated by Tenant at its sole cost and expense. Notwithstanding Paragraph 13.5, in an emergency, Tenant shall notify Government as soon as practicable of its emergency ACM responses. Tenant shall be responsible for monitoring the condition of existing ACM on the Leased Premises for deterioration or damage and accomplishing repairs pursuant to this Lease.

13.7. Environmental Liability of Tenant. Notwithstanding any other provision of this

Lease, Tenant does not assume any liability or responsibility for environmental impacts and damage caused by Government’s use of toxic or hazardous wastes, substances, or materials on any portion of the installation, including the Leased Premises. Tenant 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 toxic or hazardous wastes, substances, or materials on or from any part of the installation, including the Leased Premises, which occurred prior to the first day of Tenant’s occupation or use of each portion of, or any building, facility, or other improvement on, the Leased Premises under any instrument entered into between the Parties, or the term beginning date, whichever is earlier. Further, Tenant has no obligation under this Lease to undertake environmental response, remediation, or cleanup relating to that use or release.

13.7.1. For the purposes of this Paragraph, “defense” or “environmental response, remediation, or cleanup” includes 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 Leased Premises.

13.7.2. This Paragraph 13.7 does not relieve Tenant of any obligation or liability it might have or acquire with regard to third parties or regulatory authorities by operation of law.

13.7.3. This Paragraph 13.7 shall survive the expiration or termination of this Lease.

13.8. No Liability for Interference. Tenant expressly acknowledges that it fully understands that some or all of the…