LI-14193_ATTACH C_U.S. NAVY LEASE.pdf

LI-14193

N40192-25-RP-00014

Work Order #1858517

SFO LI-14193 – Attachment C, U.S. Navy Lease for Real Property

U.S. GOVERNMENT LEASE FOR REAL PROPERTY

Lease No. N40192-25-RP-00014

THIS LEASE made and entered into this ____ day of _____________ 2025, by and between _________, whose address is ___________________________, whose interest in the property hereinafter described is that of Owner, hereinafter called the “Lessor” or “Owner”, and the UNITED STATES OF AMERICA, acting by and through the Department of the Navy, hereinafter called the “Tenant” or “U.S. Government”.

WITNESSETH: The parties hereto for the considerations mentioned, covenant and agree as follows:

1. PREMISES: The Lessor hereby leases unto the Tenant and the Tenant hereby leases from the Lessor, effective as of the date hereinafter provided in Paragraph 2 hereof, and subject to all terms and conditions hereinafter contained, the exclusive use of the following; hereinafter referred to as the “Premises”:

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

The facilities described in this paragraph being leased by the Lessor unto the Tenant shall hereinafter be referred to as the Premises, and are further detailed in Exhibit “B”, Lease Premises.

2. TO HAVE AND TO HOLD: Said Premises with their appurtenances for a ten (10) year firm term beginning XX XXX 2025 and ending on XX XXX 2035. The Tenant shall pay the Lessor in accordance with the provisions of Paragraph 8, "Method of Payment".

3. UNIFORM ELECTRONIC TRANSACTIONS ACT: Pursuant to the Uniform Electronic Transactions Act and the federal E-SIGN Act, each of the undersigned ("Signatory") agrees that any and all signatures required on this Lease herein may be in electronic form ("Electronic Signature"). Any Electronic Signature submitted shall constitute a representation by the Signatory that (i) his/her signature is authentic, (ii) the Signatory has the authority to execute such record, and (iii) the Electronic Signature is binding on the Signatory.

4. TENANT'S UNILATERAL RIGHT TO TERMINATE: This Lease may be terminated, in whole or in part by the Tenant at any time and for any reason by giving at least 120-days' notice in writing to the Lessor after the first year of the lease.

Termination shall be at no cost to the Tenant unless the Lessor has incurred documented, reasonable, and necessary tenant improvement (TI) costs prior to the termination date that have not been reimbursed or amortized through rental payments. In such a case, the Tenant shall compensate the Lessor for the unpaid portion of such TI costs as the sole termination fee. The Lessor must submit a detailed itemization of these costs, along with supporting documentation, within sixty (60) days of the Navy’s termination notice. Any disputed amounts shall be subject to resolution in accordance with the Disputes clause per Attachment “A” General Clauses.

No rental shall accrue after the effective date of termination. Said notice shall be deemed given on the day after the date of mailing. All unearned rents paid in advance will be refunded to the Tenant.

5. LEASED PREMISES: The Lessor shall furnish to the Tenant at their expense, as part of the rental consideration, the following:

The exclusive use of the Premises, together with the items described in the Joint Inspection Inventory Report, attached hereto as Exhibit "B." At a minimum, these items shall include, but are not limited to, the following:

a. MAINTENANCE - All maintenance as noted in Clause 15 of Attachment “A”.

b. UTILITCES - All utilities as stated in Paragraph 9 shall be provided.

c. SERVICES - All services as stated in Paragraph 10 shall be provided.

6. TENANTS RIGHT TO ENTIRE LEASEHOLD: It is specifically understood that any present or future condition, legal or otherwise, which limits the Tenant's use of the entire leasehold immediately releases the Tenant from any further obligations under this lease contract including any obligation concerning restoration, and the Lessor shall refund to the Tenant any prepaid and unearned rent.

7. EXHIBITS: The following exhibits are hereinafter attached to this Lease and made a part hereof:

a. Attachment “A” – General Clauses

b. Exhibit “B” – Lease Premises

c. Exhibit “C” – Joint Inspection Inventory Report (JIIR)

d. Exhibit “D” – Maintenance Specifications [SUBJECT TO PROPOSAL]

e. Exhibit “E” – Janitorial Specifications [SUBJECT TO PROPOSAL]

8. METHOD OF PAYMENT: The Tenant shall pay the Lessor annual rent in accordance with the Lease Rental Structure and terms below:

[PLEASE SUBMIT A FORMAL RENTAL PROPOSAL AS SPECIFIED ATTACHMENT

E, PROPOSAL TO LEASE SPACE. IF YOU ARE NOT REGISTERED IN THE

SYSTEM FOR AWARD MANAGEMENT (SAM) AT SAM.GOV, PLEASE INCLUDE

ELECTRONIC FUNDS TRANSFER (EFT) INFORMATION AND A LETTER FROM

YOUR BANKING AGENCY CONFIRMING THE ACCOUNT INFORMATION

PROVIDED. PLEASE ENSURE YOUR PROPOSAL AND EFT INFORMATION

ACCOUNT FOR RENT TO BE PAID IN U.S. DOLLAR CURRENCY.]

a. Annual rent shall be paid semi-annually, in advance, as of the commencement date of the initial term of the Lease described in paragraph 2. The Lessor hereby acknowledges that the first initial rent payment may be delayed up to forty-five (45) business days to allow for Tenant processing time of first Lease payment.

b. The above rent includes all costs associated with utilities, maintenance, janitorial services, internet connectivity, pest control, landscaping, fees, value added tax (VAT) and applicable assessments.

c. Rent shall be paid via Electronic Funds Transfer (EFT) and made payable to:

9. UTILITIES: The Lessor shall contract and pay all consumption charges for potable water, electricity, gas, internet connectivity, garbage removal and sanitary sewer. All utilities shall be available upon time of Lease inception.

10. SERVICES: The Lessor shall contract and pay all charges for the following services:

a. Pest and rodent control measures with pesticides that conform to local health department regulations to keep the Premises free from pests and in a tenantable condition, including emergency treatment as necessary. Lessor shall provide Pest treatment at least every 6 months.

b. Lawn and landscaping care to include weed control as required.

c. Janitorial services and supplies as more particularly described in Exhibit “E”, Janitorial

Specifications. [SUBJECT TO PROPOSAL]

d. Security [SUBJECT TO PROPOSAL]

11. LESSOR'S AUTHORIZED REPRESENTATIVE: The Lessor shall designate its authorized representative, for purposes of executing Lease modifications and presenting the Lessor's official position on Lease administration matters, by providing the name of the authorized representative in writing to the Tenant’s representative stated in Paragraph 12. The Lessor shall further provide the Tenant's representative with a certified copy of the legal document, which identifies the Lessor's authorized representative and any subsequent changes of the authorized representative.

12. NOTICES:

a. All notices, payments or other correspondence required under the terms of this Lease from the Tenant to the Lessor shall be mailed to:

i. [THIS SPACE IS INTENTIONALLY LEFT BLANK]

ii. In the event of an emergency, Tenant may contact: [THIS SPACE IS

INTENTIONALLY LEFT BLANK]

iii. For maintenance purposes, the Tenant's notice to the Lessor shall be addressed to:

b. All notices, payments, and correspondence (except Judicial Documents) from the Lessor to the Tenant shall be mailed to:

COMMANDING OFFICER

ATTN: Real Estate Division Naval Facilities Engineering Systems Command, Pacific Makalapa Drive, Suite 100 Pearl Harbor, HI 96860

Judicial Documents served on the Tenant by the Lessor shall be served as contemplated by the l 5 November 1965 Hague Convention to the U.S. Department of Justice, Washington, D.C., U.S.A.

13. APPLICABLE CODES AND ORDINANCES: As part of the rental consideration, the Lessor agrees to comply with all codes and ordinances applicable to the ownership, use and operation of the Premises and, at its own expense, obtain all necessary permits, licenses, approvals and similar governmental authorizations or other requirements.

14. LEASE TRANSLATION: Should it be requested, this lease may be translated into the language of the country in which the property is located. This English version of this lease will be the official version of the lease which will be abided by.

15. TAXES: The Lessor warrants that no part of the rental consideration includes an allowance for any tax or duty which the Government of the United States and the Philippines have agreed shall not be applicable to expenditures in the Philippines by the United States or any tax or duty from which the Lessor, its agents, contractors, or sub-contractors hereunder are exempt from under the laws of the Philippines. If any such tax or duty has been included through error or otherwise, the rental amount shall be correspondingly reduced.

16. LESSOR'S RENTAL COVENANT: The Lessor expressly covenants that the rental stipulated in Paragraph 8 of this Lease constitutes the entire consideration for the Lease and that the Lessor has not and will not enter into any separate agreement with the Tenant's occupant of the Leased Premises for any financial obligation of one to the other arising out of occupancy of the Premises hereunder.

17. ANNUAL APPROPRIATIONS: The total maximum expenditure by the Tenant hereunder, including rental and the cost of utilities, maintenance, services, and operation whether obtained by the Tenant through this lease or independently of this lease may not exceed the statutory ceiling for each year of this lease or any renewal therefore by the Congress of the United States.

All payments by the Tenant due under this Lease cannot exceed the amount of appropriations available at the time such payments are due hereunder. Additionally, nothing contained in this Lease shall be considered as implying that the Congress of the United States of America will, at any later date, appropriate sufficient funds to meet any deficiencies hereunder. ln the event the amount of appropriations is not sufficient to cover all payments due under this Lease, the Tenant will notify the Lessor of the amount of appropriations available for this Lease and, at the option of the Lessor, either pay the amount of appropriations available as payment in full or vacate the premises within 120 days. If the Tenant is obligated to vacate the premises, all payments will be prorated based on the daily rate of the current annual payment amounts.

18. MAINTENANCE OF THE PROPERTY, RIGHT TO INSPECT: Please see Clause 15 of Attachment “A”, General Clauses.

19. SERVICE CALLS: Service calls are requests for work made to the Lessor's designated maintenance personnel by the local Tenant representative. The work requirements resulting from service calls will be completed by the Lessor as part of rental consideration in accordance with the level and quality of maintenance standards established herein and within the specified time limits for each type of service call. The Lessor shall develop and utilize forms and a system for tracking and documenting service calls throughout the lease term including all renewal options. The Lessor's system shall provide a mechanism for obtaining the signature of the local government representative or his appointed designee for all completed service call work and shall include a description of the work performed. For all service calls, Tenant shall provide appropriate access and Lessor shall not be liable for any delays caused by the Tenant.

A. Classification of Service Calls:

1. Emergency Service Calls:

i. Definition: An Emergency Service Call is defined as any facility deficiency that immediately compromises the mission or life, health and safety. Examples of emergency service calls include, but are not limited to: overflowing drains, broken water pipes, electrical service outage, broken electrical components that may cause fire or shock to persons, gas leaks, complete failure of Offeror supplied systems and fixtures, problems that would render a facility uninhabitable, or inability to lock or unlock an exterior door.

ii. Standard: The Offeror shall provide an onsite Building superintendent or a locally designated representative available to promptly respond to deficiencies and immediately address all emergency situations Offeror shall respond within one (l) hour and resolve emergency work within 24 hours, seven (7) days per week. Any remaining work that is non-emergency shall be responded to within the timelines outlined based on category.

2. Urgent Service Calls:

i. Definition: An Urgent Service Call is defined as any deficiency that does not immediately endanger personnel or property, but extended delays or repairs could result in damage to the Navy's property, or soon affect the security, health, or well-being or personnel or the continued operation of a service or system. Examples of urgent service calls include, but are not limited to the repair of: mechanical systems/equipment such as heating, air conditioning equipment and water heaters.

ii. Standard: The Offeror shall resolve Urgent Service Calls within five (5) working days. After responding to our call within the five (5) days, in the case of repairs needed to equipment, when the Offeror determines that the equipment cannot be repaired within 48 hours, or the equipment must be removed for repairs, the Offeror shall remove the failing equipment and install clean properly operating equipment. The removed equipment shall be cleaned by the Offeror.

3. Routine Service Calls:

i. Definition: A Routine Service Call is defined as any deficiency that does not qualify as Emergency or Urgent, but is needed to maintain the agreed upon facility condition. In general, this is work that does not require engineering or estimating and can be accomplished without complex planning or scheduling. Examples of Routine Service Calls include, but are not limited to, repair of: windows, floors, counters and cabinets, freeing binding doors, repair of bathroom tile, and etc.

ii. Standard: Routine Service Calls requiring maintenance, repair, or replacement shall be completed prior to the end of normal working hours on the day the work started. If it is not possible to complete the work, the area shall be reassembled and left in a clean, orderly condition, and the work shall be completed the next working day. The Offeror shall complete Routine Service Calls within 30 calendar days.

4. Rework:

i. Definition: Rework is work that is required to correct maintenance deficiencies with respect to service calls that are due to poor workmanship, unsatisfactory completion, failure during warranty period, or neglect.

ii. Standard: The Offeror will complete rework within three (3) working days from notification of Offeror by the Local Navy representative of the requirement, except in cases where, based on the nature of the job and material procurement, more time is mutually agreed to be required. In such cases, the Offeror shall justify a later completion date based on the nature of the work, which date shall be reasonable. The Offeror shall not be liable for any delays caused by the Navy.

20. ALTERATIONS: Please see Clause 19 of Attachment “A”, General Clauses.

21. RESTORATION: No restoration shall be required at the end of the tenancy except for damage caused through fault or negligence of the Tenant. Tenant shall have the option of making a cash settlement with the Lessor in lieu of an obligation to restore. The value of alterations or improvements that cannot be separated from the Premises without causing damage shall offset the cost of restoration. Upon arriving at a mutually acceptable agreement, the parties shall enter into a Lease Modification effecting a settlement.

22. ACCESS: Upon lease execution, the Tenant shall have immediate access to the premises and shall maintain access 24 hours per day, 7 days per week, 365 days per year, including holidays.

23. CONDITION REPORT: Please see Clause 25 of Attachment “A”, General Clauses.

24. LOSS AND DAMAGE TO LEASED PREMISES: The Lessor shall, in any event and without prejudice to any other right of the Tenant, bear full and sole responsibility for loss or damage to the lease premises by fire, lightning, storm, tempest, seismic activity, explosion, aircraft impact, riot, civil commotion, bursting or overflowing of water tanks, apparatus or pipes, flood, labor disturbances and malicious damage; excepting, however, malicious or negligent damage arising from action of the Tenant, Tenant’s employees, agents or assigns. In no circumstances will the Lessor be entitled to assign to any third party any rights of action which Lessor may have against the Tenant or Tenant’s officers and employees, families and dependents, agents or others occupying said Leased Premises or acting on Tenant’s behalf, and any such assignment or purported assignment, is hereby declared to be null and void ab initio. In respect to any insurance carried by Lessor on Leased Premises, each policy of insurance so carried by Lessor shall contain an endorsement providing that there shall be no subrogation against the Tenant, Tenant’s officers, employees, families and dependents, agents or others occupying said Leased Premises or acting on Tenant’s behalf.

25. LESSOR'S RENTAL COVENANT: The Lessor expressly covenants that the rental stipulated in paragraph 8 of this Lease constitutes the entire consideration for the Lease and that the Lessor has not and will not enter into any separate agreement with the Tenant's occupant of the Premises for any financial obligation of one to the other arising out of occupancy of the Premises hereunder.

26. CHOICE OF LAW: This contract shall be construed and interpreted in accordance with the substantive laws of the United States of America. By the execution of this contract, the Lessor expressly agrees to waive any rights to invoke the jurisdiction of local national courts where this contract is performed and agrees to accept the exclusive jurisdiction of the United States of America for the hearing and determination of any and all disputes that may arise under the Disputes clause of this contract (please see clause 44 of Attachment “A”, General Clauses).

27. REGISTRATION: If required by law in the country to which the Premises are located that the lease be recorded in the local records, it is the Lessor's responsibility to do so.

28. GRATUITIES: This clause is incorporated by reference to 48 CFR 52.203-3.

29. PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT: This clause is incorporated by reference to 48 CFR 52.204-25.

IN WITNESS THEREOF, this Lease No. N40192-25-RP-00014, consisting of this page and the preceding 7 pages, together with the Exhibits in the Lease described in Paragraph 7, has been executed as of the date execution below.

LESSOR:

GOVERNMENT:

UNITED STATES OF AMERICA

DEPARTMENT OF THE NAVY

By: ________________________________

By: ________________________________

Date _____________ Date _____________

NAME

TITLE

NAME

Real Estate Contracting Officer

WITNESS:

WITNESS:

U.S. Government Accounting Classification Data:

Document Number:

Line of Accounting:

Amount:

Disbursing Office:

Exhibit “C” – Joint Inspection Inventory Report (JIIR)

Lease Number: N40192-25-RP-00014

Address of Premises:

Date of Report:

Activity Location:

CONDITION OF LEASED PREMISES

THE GENERAL CONDITION AND STATE OF REPAIR OF THE DESCRIBED PREMISES SHOULD BE NOTED BELOW. IN THE FIRST COLUMN, PROVIDE A DESCRIPTION OF THE ITEM (E.G. ENTRY DOOR, CEILING TILE, BATHROOM SINK).

IN THE SECOND COLUMN, PUT THE APPLICABLE CODE FROM THE LIST BELOW. IN THE THIRD COLUMN, PROVIDE

A BRIEF DESCRIPTION OF THE CONDITION OF THE ITEM.

UNLESS OTHERWISE NOTED, FACILITIES ARE DEEMED TO BE FREE OF

DEFECTS OR HAVE NO PROBLEMS OF SIGNIFICANCE TO REPORT.

Items are fully operational and have no discrepancies or damage at all.

Item contains chips, cracks, holes, stains, wear and tear, water damage, or other defects that are noted in the remarks section that require immediate repair by the Lessor prior to occupancy.

Item fails to function properly and requires the immediate repair by the Lessor prior to occupancy.

Item contains chips, cracks, holes, stains, wear and tear, water damage, or other defects that are noted in the remarks section that do not require immediate repair by the Lessor, but which must be repaired within 60-days of occupancy.

Item fails to function properly and requires repair by the Lessor within 60-days of occupancy.

Item contains chips, cracks, holes, stains, wear and tear, water damage, or other defects that are noted in the remarks section that do not require repair by the Lessor but are noted by this report as existing conditions that do not require restoration by the Tenant at the end of tenancy.

Item fails to function properly but does not require repair by the Lessor but is noted by this report as an existing condition that does not require restoration by the Tenant at the end of tenancy.

Attach photos of facility and of items listed above that contain no defects.

LI-14193

N40192-25-RP-00014

WO# 1858517

Area/Structure Condition Code

Remarks

LI-14193

N40192-25-RP-00014

List all equipment and attachments included with the Leased Premises: See floor plan diagram, inventory and location map provided as attachments to this report.

LESSOR NAVY REPRESENTATIVE

Name Typed or Printed Name Typed or Printed

Title Title

Signature Date Signature Date

LI-14193

N40192-25-RP-00014