Request_for_Proposals_N6247320RP001_App._A-_E1.pdf

§̈¦710

E?i Long Beach Fuel Complex

(Marine Terminal)

San Pedro Fuel Depot (Main Terminal)

Terminal Island

Wilmington E?i

San Pedro Port of Los Angeles

Port of Long Beach

Terminal IslandUnincorporated

(LA County)

Lomita

Rancho Palos Verdes Long Beach

Los Angeles

§̈¦110

Source: NAVWPNSTA Seal Beach 2019, Navy 2015, Port of Long Beach 2017

Ventura San County BernardinoLos Angeles

CountyCounty

Riverside County

Orange County

P a c i f i c O c e a n San Diego

County 0 0.5 1

Miles

Installation

Licensed Areas (Not Part of the Project Area)

Highway

City Boundary

Long Beach Pipelines (JP-5, JP-8)

R-Line

G-Line

!5 !5 !5!5

!5

!5

!5

!5

!5

!5 !5

!5

!5

!5

!5!5

!5

!5

!5

!5

!5

!5

!5 !5

!5

!5 !5

!5

!5

!5

!5

!5

!5

!5

!5 !5

!5

!5

!5!5

!5

!5

!5

!5

!5

!5

!5 !5

!5 !5

!5

!5

!5 !5

!5

!5

!5

!5 !5

!5

!5

!5

!5

!5

!5

!5

!5

!5

!5

!5

!5

!5!5

!5

!5!5

!5

!5

!5

!5!5

!5!5

!5

!5

!5

!5

!5!5

!5

!5

!5

!5

!5 !5 !5!5

!5!5 !5!5!5 !5

!5!5 !5!5 !5

!5 !5!5 !5 !5 !5

!5!5

!5

!5

!5

!5 !5

!5!5

!5!5

!5!5!5

!5!5

!5!5 !5!5

!5

!5

!5

!5

!5

!5 !5 !5

!5

!5

!5

!5

!5

!5

!5

!5

!5

!5

!5!5!5

!5!5

!5 !5!5 !5 !5

!5!5!5

!5

!5!5

!5!5

!5!5!5

!5!5!5!5

!5

!5 !5

!5

!5 !5

!5!5 !5

!5!5 !5!5!5!5!5 !5!5

!5!5!5!5!5 !5 !5 !5

!5!5!5

!5!5!5!5

!5!5!5 !5!5!5

!5!5!5!5!5!5!5 !5!5!5!5 !5!5

!5!5!5!5

!5 !5!5

!5 !5

!5

!5

!5

!5

!5

!5

!5!5

!5

!5

!5

!5 !5!5

!5!5!5 !5!5 !5

!5

!5

!5

!5!5!5!5 !5!5!5!5!5 !5

!5

!5

!5

!5!5!5!5!5!5!5!5!5 !5 !5!5

!5

!5!5!5 !5!5

!5!5

!5

!5

!5 !5

!5

!5

!5

!5

!5

!5

!5

!5 !5

!5 !5!5!5 !5 !5 !5 !5!5!5!5 !5 !5 !5

!5!5 !5 !5 !5 !5

!5!5 !5!5 !5

!5!5

!5!5 !5

!5 !5!5 !5 !5 !5

!5 !5

!5

!5!5!5!5 !5

!5!5 !5 !5!5!5 !5

!5!5!5 !5!5!5

!5 !5!5!5 !5 !5!5!5

!5 !5 !5 !5!5 !5 !5!5!5!5

!5!5!5!5!5!5 !5!5 !5!5 !5!5!5!5

!5 !5

!5 !5

!5!5!5!5 !5!5 !5!5

!5

!5 !5

!5

!5

!5 !5

!5 !5

!5

!5

!5 !5

!5

!5

!5

!5!5

!5

!5

!5

!5 !5

!5

!5 !5

!5

!5

IRP SITE 31

IRP SITE 6

IRP SITE 32

Ag aj an ia n Ro ad

IRP SITE 33

UNCLASSIFIED//FOR OFFICIAL USE ONLY

NAD 83/WGS 84

ELLIPSOID . . . . . . . . . . . . GEODETIC REFERENCE SYSTEM 1980

PROJECTION . . . . . . . . . . . . . . . . . . . . CA STATE PLANE ZONE VI

HORIZONTAL DATUM . . . . . . . . . . . . . . . . . . . . . NAD 83/WGS 1984

THE NORTH AMERICAN DATUM 1983 (NAD83) AND THE WORLD

GEODETIC SYSTEM 1984 DATUM (WGS 1984) ARE EQUIVALENT FOR

MAPPING, CHARTING, AND NAVIGATION AT THIS SCALE.

SCALE

UNCLASSIFIED // FOR OFFICIAL USE ONLY

0 225 450 675 900112.5 Feet

0 0.03 0.06 0.09 0.12 0.150.015 Miles

0 50 100 150 20025 Meters

NWSSB GIS

NNWWSSSSBB

800 Seal Beach Blvd., Seal Beach, CA 90740 Bldg. # 230

Phone: 562.626.7112 andrea.baratie@navy.mil

Map Published: 10/1/2018 GRC Edits 03/11/2019

THIS MAP AND DATA CONTAINED HEREIN IS FOR OFFICIAL USE ONLY. ALL DATA SHOWN IS

CONSIDERED UNCLASSIFIED SENSITIVE UPON AGGREGATION. REPRODUCTION,

DISTRIBUTION, PUBLICATION, OR EXHIBITION OF THIS DATA IS STRICTLY PROHIBITED

WITHOUT THE WRITTEN CONSENT OF THE NAVAL WEAPONS STATION-SEAL BEACH

GEOGRAPHIC INFORMATION SYSTEM OFFICE, (NWSSBGIS).

ALTHOUGH EVERY EFFORT HAS BEEN MADE TO ENSURE THE ACCURACY OF THE

INFORMATION, ERRORS AND CONDITIONS ORIGINATING FROM PHYSICAL SOURCES TO

DEVELOP THE DATABASE MAY BE REFLECTED IN THE DATA SUPPLIED. THE USER MUST BE

AWARE OF DATA CONDITIONS AND ULTIMATELY BEAR RESPONSIBILITY FOR THE

APPROPRIATE USE OF THE INFORMATION WITH

RESPECT TO POSSIBLE ERRORS, ORIGINAL MAP SCALE, COLLECTION METHODOLOGY,

CURRENCY OF THE DATA, AND OTHER CONDITIONS SPECIFIC TO CERTAIN DATA. THIS

INFORMATION DOES NOT DEPICT ALL POSSIBLE RESOURCES. FIELD VERIFICATION OF ALL

DATA IS REQUIRED FOR SITE SPECIFIC PROJECTS. THIS INFORMATION IS DEEMED

RELIABLE, BUT NOT GUARANTEED.

1 inch = 325 feet

IRP SITE 7

MARINE TERMINAL

LOS ANGELES

Torrance

Carson

Palos Verdes Estates

San Pedro

!"#$110 !"#$405

Building

!( Gate

Fence

!5 Monitoring Wells

Aboveground Storage Tank

Underground Storage Tank

IRP Sites

Listed Species Management Area

Habitat Opportunity Area

Proposed Lease Boundary:

@@ Fault Line

Fuel Pipeline

311 Ac Main Terminal;

11.06 Ac Marine Terminal

Outgrant Fuel Pipeline Right of Way Outgrant Water Easement Outgrant Sewer Easement

Semi-Restricted for use until FY 2021

LEGEND

Area Restricted for Use Until:

FY 2022

FY 2023

FY 2024

Operable Unit 102

Operable Unit 103

Operable Unit 104

Operable Unit 105

Operable Unit 101

SAMPLE

Lease Contract No. N6247320RP00001 File No. 10763

SAMPLE DEPARTMENT OF THE NAVY

OUTLEASE

TABLE OF CONTENTS

All correspondence in connection with this contract should include reference to Contract No. N6247320RP00001, File No. LO 10763, and Installation/UIC N61065 Naval Weapons Station (NWS) Seal Beach, Special Areas San Pedro Fuel Depot and Long Beach Fuel Complex

PARAGRAPH PAGE

PREAMBLE……………………………………………………………………………………………………………………………………………… 2

1. LEASED PREMISES……………………………………………………………………………………………………………… 2

2. TERM…………………………………………………………………………………………………………………………………………… 3

3. CONSIDERATION…………………………………………………………………………………………………………………… 3

4. USE OF LEASED PREMISES…………………………………………………………………………………………… 6

5. ASSIGNMENT AND SUBLEASING…………………………………………………………………………………… 11

6. JOINT INSPECTION AND INVENTORY REPORT

(NON-ENVIRONMENTAL)…………………………………………………………………………………………………… 11

7. LESSEE’S REPRESENTATIONS, WARRANTIES, AND COVENANTS……………… 12

8. ENVIRONMENTAL CONDITION OF PROPERTY………………………………………………………… 12

9. FINDING OF NO SIGNIFICANT IMPACT………………………………………………………………… 15

10. IMPROVEMENTS, RESTORATION, REPAIR AND DEMOLITION……………………… 15

11. ACCESS BY GOVERNMENT………………………………………………………………………………………………… 16

12. UTILITIES AND SERVICES…………………………………………………………………………………………… 17

13. NONINTERFERENCE WITH GOVERNMENT OPERATIONS……………………………………… 17

14. PROTECTION AND MAINTENANCE OF LEASED PREMISES……………………………… 17

15. ENVIRONMENTAL PROTECTION PROVISIONS…………………………………………………………… 18

16. TERMINATION………………………………………………………………………………………………………………………… 23

17. INDEMNIFICATION……………………………………………………………………………………………………………… 24

18. INSURANCE……………………………………………………………………………………………………………………………… 24

19. LABOR PROVISIONS…………………………………………………………………………………………………………… 26

20. NOTICES…………………………………………………………………………………………………………………………………………… 27

21. AUDIT………………………………………………………………………………………………………………………………………… 27

22. INTEREST………………………………………………………………………………………………………………………………… 28

23. AGREEMENT……………………………………………………………………………………………………………………………… 28

24. FAILURE TO INSIST ON COMPLIANCE…………………………………………………………………… 28

25. DISPUTES………………………………………………………………………………………………………………………………… 28

26. COVENANT AGAINST CONTINGENT FEES…………………………………………………………………… 29

27. LIENS………………………………………………………………………………………………………………………………………… 30

28. TAXES………………………………………………………………………………………………………………………………………… 30

29. SUBJECT TO EXISTING AND FUTURE EASEMENTS…………………………………………… 30

30. INGRESS, EGRESS, PARKING

AND SECURITY……………………………………………………………………………………………………………………… 30

31. ADMINISTRATION………………………………………………………………………………………………………………… 30

32. DAMAGE TO THE LEASED PREMISES…………………………………………………………………………… 30

33. APPLICABLE RULES AND REGULATIONS…………………………………………………………………… 30

34. SUBCONTRACTORS AND AGENTS FOR LESSEE …………………………………………………… 31

35. SURRENDER………………………………………………………………………………………………………………………………… 31

36. RECORDING………………………………………………………………………………………………………………………………… 31

37. FEDERAL FUNDS……………………………………………………………………………………………………………………… 31

38. HEADINGS…………………………………………………………………………………………………………………………………… 31

39. RELATIONSHIP OF PARTIES: ASSIGNMENT OF CLAIMS………………………………… 31

40. SEPARATE COVENANTS………………………………………………………………………………………………………… 31

41. NO MERGER OF TITLE………………………………………………………………………………………………………… 31

42. BUSINESS DAY………………………………………………………………………………………………………………………… 31

43. GOVERNMENT’S RIGHT TO TRANSFER………………………………………………………………………… 31

44. ENTIRE AGREEMENT……………………………………………………………………………………………………………… 32

45. EXHIBITS ………………………………………………………………………………………………………………………………… 32

File No. 10763

SAMPLE LEASE

BETWEEN

THE UNITED STATES OF AMERICA

AND

(NAME OF LESSEE)

THIS LEASE is executed this day of 2020, (“COMMENCEMENT DATE”) by and between THE UNITED STATES OF AMERICA, acting by and through the Secretary of the Navy ("GOVERNMENT"), and, (“LESSEE”). (GOVERNMENT and LESSEE 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 LESSEE agree as follows:

1. LEASED PREMISES. The GOVERNMENT hereby leases to the LESSEE for LESSEE’s exclusive use and possession and LESSEE does hereby accept and rent from the GOVERNMENT, the land more particularly described in Exhibit “A”, and shown on Exhibit “B,” Parcel 1 being the San Pedro Fuel Depot/Main Terminal, and Exhibit “C,” Parcel 2 being the Long Beach Fuel Complex/Marine Terminal, attached hereto and made a part hereof (the “Leased Premises”), excepting those areas on Exhibit “B” delineated as “Exception Area 1”, “Exception Area 2”, and “Exception Area 3,” together with (1) all and singular appurtenances, rights, privileges and easements belonging to or in any way appertaining to the Land including, but not limited to, any right of access to and use of the streets, roads, electric, gas, telephone, water and sewer and other utility facilities now or in the future servicing or benefiting the Leased Premises (collectively, the “Appurtenances”) and (2) all currently existing improvements located on the Leased Premises including, but not limited to, any existing buildings, additions, streets, infrastructure and attached fixtures (collectively, the “Existing Improvements"), and (3) all currently existing personal property located on the Leased Premises (the “Personal Property”), with Appurtenances, Existing Improvements, and Personal Property captured in Exhibit “D”, and all subject to the known existing encumbrances described in attached Exhibits “E-1” and “E-2”, and the reservations, conditions and restrictions described in this Lease (including, without limitation, the provisions of Section 6.6 providing that the Premises is leased in an “As Is” condition, with all faults, if any, without any representation or warranty by GOVERNMENT concerning the condition and, without obligation on the part of GOVERNMENT to make any alterations, repairs or additions). The known encumbrances described in attached Exhibit “E-1” are herein called the “Existing Encumbrances” and the encumbrances approximated in Exhibit “E-2,” Nimitz Road and a sewage lift station, are herein called the “Approximate Future Encumbrances.” Although the GOVERNMENT has no knowledge of any encumbrances other than the Existing Encumbrances and Approximate Future Encumbrance, Exhibit “E-1” and Exhibit “E-2” may not be inclusive of all encumbrances on the Leased Premises. In accordance with Paragraph 10 below, the GOVERNMENT may require LESSEE to provide a Title Report, or conduct review of and update Exhibit “E-1” and Exhibit “E-2” if New Improvements (as defined below) are proposed by the LESSEE, at the GOVERNMENT’s discretion and at the LESSEE’s sole cost and expense.

The San Pedro Fuel Depot/Main Terminal and the Long Beach Fuel Complex/Marine Terminal are special areas of NWS Seal Beach. NWS Seal Beach is also referred to herein as “Station”.

File No. 10763

As part of the consideration under this Lease (per Paragraph 3.4 below), the LESSEE shall provide land surveys and legal descriptions with accompanying plats for Exception Areas 1 through 3 on Exhibits “A” and “B" to the GOVERNMENT for review no later than nine (9) months after the date of execution of this Lease. Once the land surveys are completed in accordance with the “Cadastral Requirements and Checklist for Survey Mapping and Legal Description” (to be provided by the GOVERNMENT), correct to the GOVERNMENT'S satisfaction, and substantially similar to the exception areas depicted on Exhibits "A" and "B", such land surveys and legal descriptions with accompanying plats shall become a part of this Lease, upon approval by the GOVERNMENT.

Offsite GOVERNMENT-owned pipelines serve the Leased Premises. Simultaneously with the execution of this Lease, the GOVERNMENT shall assign, and LESSEE shall accept, by execution of Exhibits “F” and “G” attached hereto, all of the GOVERNMENT’s right, title, and interest, in Permit No. 513, as described in Exhibit “F” hereto, Assignment of Permit No. 513, and other easements, permits and rights acquired under certain ordinances, as described in Exhibit “G” hereto, Assignments of Rights Appurtenant to the San Pedro Fuel Depot, subject to restrictions as described therein.

2. TERM. The term of this Lease shall begin on_____________, 2020 and end on______________2045, unless sooner terminated under Paragraph 16.

3. CONSIDERATION:

3.1 CASH PAYMENT. The Rental Payment Value is expressed as an annual rent. For the term of this Lease, the total annual rent is $______, increased annually as shown in the rent schedule on Exhibit “H”, Rent Schedule, attached hereto and by this reference made a part hereof.

Payment in cash is due to the GOVERNMENT for the preceding twelve (12) month rental period within thirty (30) days after GOVERNMENT notification is provided to LESSEE of any residual amount after all yearly LEASE rental reductions for which Long Term Maintenance work performed are accounted. LEASE rental reductions are those reductions in the rental amount accrued by LESSEE as a result of costs credited to LESSEE in accomplishing the Long Term Maintenance Projects identified by the GOVERNMENT, as described in Paragraph 3.2 below. At the discretion of the GOVERNMENT, the LESSEE may be required to pay rent in cash on a quarterly basis in advance in lieu of performance of Long Term Maintenance projects.

The total consideration owed the GOVERNMENT in this Lease also satisfies the consideration requirement for the fuel pipeline rights of way assigned to the LESSEE in Exhibit “G,” Assignment of Rights Appurtenant to the San Pedro Fuel Depot and Long Beach Fuel Complex, as well as for the GOVERNMENT-owned fuel pipelines and appurtenances located within such rights of way.

3.2. IN KIND. In lieu of cash payment, the GOVERNMENT requires In-kind Consideration in the form of Long Term Maintenance which shall be equal to an amount that is not less than the Fair Market Value of the Leased Premises as determined by the Deputy Assistant Secretary of the Navy (Installations and Facilities) (DASN) (I&F) or designee.

Allowable types of In-Kind Consideration pursuant to 10 U.S.C §2667 include, (1) the alteration, repair, or improvement of the Leased Premises as part or all of the payment of the consideration for the Lease; (2) maintenance, protection, repair, alteration, improvement, or restoration (including environmental restoration) of facilities under the control of the Navy;

(3) construction of new facilities; (4) providing facilities; (5) provision or payment of utility services; (6) provision of real property maintenance services; and (7) providing other services relating to activities that will occur on the Leased Premises that the Assistant Secretary of the Navy (Energy, Installations and Environment) (ASN) (EI&E) considers appropriate including property in which LESSEE’s right of use shall be in common with others. It shall in no event, however, include any item of protection, maintenance, improvement or repair which is solely incidental to LESSEE’s use of the property hereunder and which LESSEE is obligated to perform by Paragraph 14, Protection and Maintenance of Leased Premises, or any other provision of this Lease, such as, but not limited to, guard service, janitorial service, replacement of expendable items, garbage and trash collection or disposal, or clean-up work.

GOVERNMENT shall provide to LESSEE, the form of In-Kind Consideration a proposed list of Long Term Maintenance projects. The term of performance/delivery of each project shall be as described within this Lease. The GOVERNMENT and LESSEE shall meet on an as needed basis, but not less than annually from the date of execution of this Lease, to review and amend, if necessary, the established list of specific in-kind projects or services to be provided.

File No. 10763

For each project or service provided, an estimated cost to perform the work must be included with the project or service description. The estimated cost shall be broken down by material, subcontract cost, labor, overhead and general and administrative expenses. Projects or services shall be selected by the GOVERNMENT and scheduled so that the work to be performed does not exceed the accrued rent obligations of the LESSEE.

Authorization to proceed with a project will be provided by written approval from the GOVERNMENT. Prior to commencement of any Long Term Maintenance work for which the LESSEE is to receive credit for payment from the GOVERNMENT, the LESSEE must have a Modification of Lease executed by the Real Estate Contracting Officer (“RECO”) setting forth terms, conditions and the cost of the work to the satisfaction of the GOVERNMENT. The following procedures apply:

3.2.1. GOVERNMENT provides LESSEE with project specifications and the GOVERNMENT’s fair cost estimate. Within thirty (30) days of receipt of GOVERNMENT’s project specifications and fair cost estimate, LESSEE will submit to GOVERNMENT the itemized bid proposal outlined in (3.2.2) below.

3.2.2. LESSEE submits an itemized bid proposal covering all aspects of the project to the RECO. The LESSEE’s bid price must not exceed the GOVERNMENT’s fair cost estimate.

3.2.3. GOVERNMENT reviews the bid and, if acceptable, shall enter into a Modification of Lease. IN

NO CASE SHALL LESSEE BEGIN PROJECT WORK PRIOR TO RECEIVING A FULLY-EXECUTED

MODIFICATION OF LEASE THEREFOR. A “not to exceed cost ceiling” (amount authorized) will be established by the Modification. The RECO may, upon request, with supporting rationale from the LESSEE, 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 said amount and sufficiently in advance to provide for the review of the requirement, and in any event, not less than ten (10) days prior to the date that authorization of the “not to exceed cost ceiling” increase is required. In the limited circumstances wherein, due to unavoidable time constraints, it is not practicable to comply with the ten-day requirement, LESSEE may seek verbal approval from the RECO, pending written confirmation. The LESSEE shall not be obligated to incur costs in excess of the “not to exceed cost ceiling.”

3.2.4. Upon receipt of a fully executed Modification of Lease, LESSEE shall begin work coordinating all details of the work, including starting dates and time and the location of the work, with the Station. The GOVERNMENT retains the right of technical review and modification of any proposed work per Section 3.3.2.

3.2.5. Upon completion of the work, the LESSEE shall submit to the GOVERNMENT a letter invoice signed by the LESSEE stating the full credit amount due for the work performed, including an itemization of all labor and material. The incurred cost of performing such project or service will be subject to GOVERNMENT audit and should any audited allowable cost be less than the “not to exceed cost ceiling” amount authorized, then the amount of credit towards accrued rent reduction to LESSEE shall be adjusted to the audited, allowable incurred cost. In the event that the audited, allowable incurred cost of a project or service exceeds the amount authorized, such excess cost shall be subject to the approval of the RECO. Subsequent to the RECO’s approval, excess costs shall be deemed additional costs of performing the work and will be credited to the accrued rent reduction. Should the excess costs not be approved by the RECO, then the amount not so approved shall not be credited to the LESSEE as a credit against accrued rent.

3.2.6. A designated Government representative at the Station shall inspect the Long Term Maintenance work performed within sixty (60) days of written notification by LESSEE of work completion, for adherence to specifications and quality of workmanship. The designated representative may perform interim inspections prior to project completion, at the GOVERNMENT’s discretion. If the project is determined acceptable, the designated representative will provide written certified acceptance and make arrangements within sixty (60) days for appropriate rental credit or reimbursement to the LESSEE in accordance with applicable provisions of this Lease. In the event the designated representative fails to inspect within sixty (60) days of written notification of completion, the project shall be deemed acceptable and a written acceptance will be provided. Should the work not satisfy the requirements under the scope of work for the Long Term Maintenance project, the LESSEE will provide the designated representative with a plan to correct the discrepancies within five (5) working days of written notice that the work is not acceptable.

3.2.7. GOVERNMENT retains the right of technical review and modification of any proposed work to be performed or personal property to be delivered. A GOVERNMENT representative may oversee the work solely for

File No. 10763 the benefit of GOVERNMENT and confirm satisfactory completion to the Commander/Commanding Officer, NWSSB and the RECO. The RECO must provide a written final acceptance of the work performed in order for LESSEE to receive rent reduction credit for the work performance.

3.2.8. LESSEE shall keep adequate records and books of account showing the actual cost to it of all items of labor, material, equipment, supplies, services, and other items of cost of any nature constituting an item of Actual Costs incurred by it directly in the performance of any item of Long Term Maintenance. The LESSEE shall provide the GOVERNMENT with access to such records and books of account and proper facilities for inspection thereof at all reasonable times. All information obtained from said records and books of account shall be deemed confidential.

“Actual Costs” as used herein, shall mean the sum of (a) direct labor costs, and (b) direct material costs, when LESSEE has incurred such costs directly in the performance of any item of Long Term Maintenance approved or directed by the Local GOVERNMENT Representative. If and/or when LESSEE contracts with any third parties for performance of any item of Long Term Maintenance, “Actual Costs,” as used herein, shall mean the amount of such contracts as shall have been approved in advance by the Local GOVERNMENT Representative.

3.2.9. Nothing in this Lease shall preclude LESSEE from contracting with a third party for the work.

LESSEE shall require any contractor to procure a penal bond in an amount not less than the estimated cost of the work contracted for. Prior to commencing the proposed work, LESSEE shall be solely responsible for obtaining any environmental and construction permits required, independent of any existing permits. Copies of all required environmental and construction permits shall be delivered to the GOVERNMENT prior to the start of the work and no more than 30 days after LESSEE receives the permits.

3.2.10. Title to any improvements constructed or personal property furnished shall vest in GOVERNMENT upon acceptance of such improvements or personal property by the GOVERNMENT. 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 furnished, or workmanship performed, and that LESSEE or LESSEE’s contractor will remedy any failure to conform or any defect promptly and at its sole expense. Additionally, any warranty must agree that LESSEE or LESSEE’s contractor shall remedy any damage to GOVERNMENT owned or controlled real property or 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. LESSEE shall enforce all warranties for the benefit of GOVERNMENT if directed by GOVERNMENT.

3.2.11. Upon termination of this Lease for any reason, LESSEE shall not be entitled to a refund of its costs paid for a project the performance of which has not been approved by the Station and the RECO, 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, LESSEE shall complete any work or service already contracted for, in which event GOVERNMENT will issue a temporary license to LESSEE to remain on the Leased Premises, or if otherwise directed by GOVERNMENT, terminate any contract and pay all accrued rent by valid check or money order.

3.2.12. The terms of consideration shall be re-negotiated prior to any renewal of this Lease.

3.2.13. As a part of the In-Kind Consideration and in accordance with Exhibit “F”, Assignment of Permit No. 513, LESSEE is responsible for payment of the annual permitting fee for the fuel pipeline right-of-way described therein.

3.3. ONE TIME ADMINISTRATIVE PAYMENT. As additional consideration under this Lease, the LESSEE shall pay to the GOVERNMENT a one-time payment in the amount of Forty Thousand and No/100 Dollars ($40,000) for administrative expenses. Per Title 10 U.S.C. 2695, the GOVERNMENT is entitled to reimbursement of funds from

File No. 10763 non-federal entities to cover administrative expenses related to real estate outgrants. Accordingly, upon Lease award, the LESSEE shall reimburse the Navy a one-time payment for administrative expenses in the amount of Forty Thousand and No/100 Dollars ($40,000).

3.4. ADDITIONAL CONSIDERATION. As additional consideration under this Lease, Lessee shall obtain legal descriptions and surveys for “Exception Area 1”, “Exception Area 2”, and “Exception Area 3”, shown on Exhibits “A” and “B”, within the timeframes stated in Paragraph 1, at its sole cost and expense.

4 USE OF LEASED PREMISE S.

4.1. The purpose for which the Leased Premises may be used, in the absence of prior written approval by GOVERNMENT, is for commercial fueling purposes only, consistent with the previous use of the property, and ancillary purposes including but not limited to administrative, warehouse, parking use and for no other purpose.

LESSEE 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 LESSEE or any agency, instrumentality, or affiliate, or to any sublessee.

4.2. Operations on the Leased Premises involve fuels required for military use (i.e., F-76 and JP-5 jet fuels).

Other products may be permitted to also be used at the site by the LESSEE, based on the needs of the LESSEE, subject to GOVERNMENT approval, and additional environmental review or study.

4.3. LESSEE understands and acknowledges its responsibility to establish the capability for fuel delivery via pipeline to Pier 12 on Parcel 2 of the Leased Premises, for fulfillment of the GOVERNMENT’s mission fueling requirement, described below. GOVERNMENT ships require uninterrupted fuel supplies in order to conduct both routine and unanticipated emergency operations. LESSEE understands and acknowledges GOVERNMENT’s retained right to use the Leased Premises for the GOVERNMENT’s mission fueling requirement in accordance with the procedures below.

The following terms and conditions govern the fueling and berthing procedures for use of the Leased Premises by the GOVERNMENT and the LESSEE:

4.3.1. Within two (2) years from Lease Commencement Date, LESSEE shall obtain all federal, state and local permits and licenses required to meet the GOVERNMENT fueling requirement, defined in Paragraph 4.3.2 below, to provide the capability for delivery of commercial fuel to vessels, ships and barges at Pier 12 on Parcel 2, the Long Beach Fuel Complex/Marine Terminal, of the Leased Premises. To meet this requirement, the LESSEE shall receive written approval from the GOVERNMENT and meet all federal, state, and local requirements for commercial fuel operations, which may include the receipt, transfer, storage and/or production of commercial fuel(s). The GOVERNMENT shall be provided with 60-days lead time by the LESSEE to review the LESSEE’s operations and maintenance procedures, emergency procedures, health and safety plans, security plans, management plans, compliance plans and all other regulatory-required documentation such as the Pipeline Integrity Management Plan and Marine Oil Terminal Engineering and Maintenance Standards (MOTEMS) initial audit and/or recommissioning assessment. All such supporting documentation is required to be developed, maintained, and complied with by the LESSEE and required to be present on-site to support the LESSEE’s permits and licenses for use of the Leased Premises as a commercial fuels operator. Hard copy and electronic versions of this documentation shall be provided to the GOVERNMENT at the time the documentation is implemented and/or finalized.

4.3.2. Within three (3) years from Lease Commencement Date, LESSEE shall establish the capability for the below-defined GOVERNMENT requirement for Military Specification (“MILSPEC”) fuel, meeting the below-defined specifications for receipt. Options available to the LESSEE for providing the capability to meet the GOVERNMENT fueling requirement may include, but are not be limited to: Use of the installed fueling system (comprised of pipelines, aboveground storage tanks, and fueling system components such as pumps, valves, electronic controls, etc.), use of LESSEE-installed new improvements (“New Improvements”) such as fuel pipelines or other infrastructure connected to commercial fuel source (such as a multi-product pipeline connected to a local fuel storage system or fuel refinery), etc. The GOVERNMENT retains the ability to deliver fuel through Defense Logistics Agency (DLA) and/or Naval Supply Systems Command (“NAVSUP”)-managed barges or tankers to U.S. Navy

File No. 10763

Vessels/Combatants and U.S. Navy and Military Sealift Command (“MSC”) Ships, Tankers and Barges moored alongside Pier 12.

Specifications for fuel receipt:

4.3.2.1. The LESSEE must provide for the fueling system to have precise control of the flow rate, as U.S. Naval Vessels with water-compensated fueling systems will have flow rates less than or equal to 550 gallons per minute, and flow rates exceeding 550 gallons per minute for these systems increase the risk of a fuel spill.

4.3.2.2 The LESSEE must provide for the fueling system to have the capability for GOVERNMENT warships with non-water-compensated fueling systems to receive F-76 at a rate of approximately 3,000 gallons per minute and JP-5 at 10%-100% of that rate, depending on the type of ship and fittings installed. The LESSEE must provide for GOVERNMENT tankers/oilers to be able to accept both fuel types at a rate of 4,300 barrels (bbls) per hour, or, 3,010 gallons per minute, per hose.

4.3.2.3. LESSEE will be required to provide the capability for a range of fittings to be accommodated, as GOVERNMENT vessels, ships, tankers, and barges may have non-North Atlantic Treaty Organization (NATO) fittings. The fittings may be in the range of 3-inches to 8-inches in diameter, requiring the system to be capable of having the corresponding connections available prior to the planned fueling evolution.

The GOVERNMENT’s fueling requirement is as stated below:

4.3.2.4. Dual product (F-76 diesel fuel and JP-5 jet fuel) delivery via pipeline to U.S. Naval Vessels/Combatants and U.S. Navy and MSC Ships, Tankers, and Barges moored alongside Pier 12 on Parcel 2, the Long Beach Fuel Complex/Marine Terminal.

4.3.2.5. The GOVERNMENT may require Marine Gas Oil (MGO) while moored alongside Pier 12 during normal operations through DLA-managed or NAVSUP-managed barges or tankers moored alongside Pier 12 or may plan to receive it through the LESSEE’s installed system.

4.3.2.6. Normal Operations. During normal operations, LESSEE will support fueling of no more than two (2) U.S. Naval Vessels/Combatants and four (4) U.S. Navy and MSC Ships, Tankers, and Barges per quarter (a total of six ships per quarter) in accordance with the below:

4.3.2.6.1. The approximate total fuel quantity per quarter during normal operations is 14,500,000 gallons per quarter, or, approximately 1,380,952.38 barrels per year, to include a combination of both F-76 and JP-5 fuel types.

4.3.2.6.2. The GOVERNMENT will coordinate in advance, with a target to provide a minimum of 30-days advance notice as available, with the LESSEE for specific times and fueling quantities for normal fueling operations at Pier 12. The GOVERNMENT will fuel during the LESSEE’s normal operating hours and will follow the LESSEE’s scheduling procedures. The delta between commercial product and military product moving through the pipelines (flushing the line, fuel barges to receive the flushed commercial product,) will need to be factored into the LESSEE’s operations and timeline of events, to be completed prior to the Navy’s fueling evolution.

4.3.2.6.3. See Paragraph 4.3.2.5 above regarding the Navy use of MGO.

4.3.2.7. Contingency Operations. During contingency operations, LESSEE will support fueling of approximately one (1) U.S. Naval Vessel/Combatant and approximately four (4) U.S. Navy or MSC Ships, Tankers, or Barges per week. Contingency is defined as an event, series of events, or line of effort that adversely impacts strategic sourcing of fuel for the GOVERNMENT in the Pacific Ocean theater/Pacific Region.

File No. 10763

4.3.2.7.1. The approximate fuel quantity will vary depending on the frequency of use and could range from 14,500,000 gallons to 162,000,000 gallons a quarter, or, approximately 1,380,952 bbls to 15,428,571 bbls annually.

4.3.2.7.2. The LESSEE shall be required to maintain the capability of providing the fuel types and quantities in Paragraph 4.3.2.7.1 via pipeline during contingency operations.

4.3.2.7.3. GOVERNMENT fueling operations at Pier 12 on Parcel 2 of the Leased Premises, Long Beach Fuel Complex/Marine Terminal, will be given priority over all other potential users as required during a contingency. The Navy will provide the maximum advance notice to the Selected Offeror possible, targeting 3-7 days notice or more.

4.3.2.7.4. Upon conclusion of the contingency, the operation will return to the normal operations construct.

4.3.2.8. Fuel purchase is not a part of this Lease consideration. The GOVERNMENT will purchase fuel using established Department of Defense procedures.

4.3.2.9. The LESSEE shall maintain the Leased Premises in accordance with Paragraph 14 of the Lease, including maintaining Pier 12, the Aboveground Storage Tanks (“ASTs”), and all other systems and facilities described in Exhibit “L,” the Facility Condition Assessment, to a level that keeps spaces, structures and infrastructure in proper operating condition to prevent failure and/or degradation. Recommended Short and Long Term Maintenance measures are included in Exhibit “L.” In accordance with Exhibits “F” and Exhibit “G”, the LESSEE shall also maintain the Government-owned G, R, and Long Beach pipelines in the assigned rights-of-way, in proper operating condition with a routine maintenance schedule to prevent failure and/or degradation.

4.3.2.10. As detailed in Section 14.7 of this Lease, Security Protection, LESSEE shall adhere to all federal, state, and local laws and regulations for safety and security specific to the transport, storage, transfer, and other handling of petroleum. At the GOVERNMENT’s request, the LESSEE shall make available to the GOVERNMENT for review all security and safety documentation developed, including, but not limited to, facility and vessel security plans, integrity management plans, and threat assessments, no more than 15 days after the GOVERNMENT's request. LESSEE is required to comply with the Declaration of Inspection process for oil and hazardous material transfer operations, in accordance with 33 Code of Federal Regulations (CFR) Part 156 Subpart A, Oil and Hazardous Material Transfer Operations. The LESSEE shall identify and document fuel flow rates, emergency procedures, communications procedures, spill response capability, safety watch procedures, fuel hose fittings, etc., as required by 33 CFR Part 156 Subpart A. If requested by GOVERNMENT, LESSEE shall provide the records no more than 15 days after the GOVERNMENT’s request.

4.3.3. GOVERNMENT vessels/combatants and GOVERNMENT ships, tankers, and barges are not anticipated to be moored for more than three (3) days at a time at Pier 12. Most typically, they are moored for less than one (1) day and sometimes will require two (2) full days. GOVERNMENT will coordinate with LESSEE during normal operations. The amount of time the U.S. Naval Vessel/Combatant or U.S. Navy or MSC Ship, Tanker, or Barge spends pier-side is driven only by the time required to complete its load-out, a factor of the pump rate. The LESSEE shall assume all U.S. Naval Vessels/Combatants require the entire Pier 12 on Parcel 2, the Long Beach Fuel Complex/Marine Terminal, to be vacated throughout the Naval Vessel fueling evolution. Some GOVERNMENT ships (U.S. Navy and MSC Ships, Tankers, or Barges) may be able to allow non-GOVERNMENT ships to berth adjacent to the GOVERNMENT ship or across the pier from the GOVERNMENT ship. Final determination will be made by the GOVERNMENT at the time the fueling evolution is arranged by the GOVERNMENT with the LESSEE (approximately 30 days before the requested

File No. 10763 fueling date(s)), using the LESSEE’s standard scheduling process for fuel customers. The GOVERNMENT may elect to deploy one or more small boats with armed crews to patrol the area around Pier 12 and nearby waterways, post armed or unarmed security personnel on Pier 12 and control all access to Pier 12 from the shore with armed or unarmed security personnel. These security personnel may also systematically or randomly search personnel, vehicles, equipment, material and consumables planned to access or be delivered to Pier 12 while a U.S. Naval Vessel/Combatant or a U.S. Navy or MSC Ship, Tanker or Barge is at Pier 12. In the event the force protection condition (FPCON) is raised, the types and amounts of Department of Defense (“DOD”) security measures will increase at Pier 12. Similarly, when the FPCON level is lowered, the types and amounts of security measures may be lowered by the DOD.

4.3.4. Fuel quality control (“QC”) for fuel delivered to Pier 12 through the installed system shall be the responsibility of the vendor providing the fuel to the GOVERNMENT vessels, ships and barges. Fuel quality assurance (“QA”) will be the responsibility of the GOVERNMENT. The requirements for fuel quality are specified in the separate GOVERNMENT supply service contract. The GOVERNMENT’s observance of and documentation regarding the delivery of fuel under supply service contracts will be addressed by the GOVERNMENT outside the terms of this Lease.

If a vendor is transporting/providing MILSPEC fuel to the GOVERNMENT through the LEASED PREMISES, EXISTING IMPROVEMENTS, NEW IMPROVEMENTS, and APPURTENANCES, the GOVERNMENT shall reserve the right to take fuel samples at the point of delivery to the GOVERNMENT, and fuel sampling and analysis work may take place per one or more GOVERNMENT contracts.

4.3.5. LESSEE shall extend to the GOVERNMENT standard husbanding support services that are provided to commercial fueling customers. The GOVERNMENT may purchase services through acquisition outside of this Lease.

The GOVERNMENT may also provide additional, specialized husbanding support services to GOVERNMENT vessels and ships as needed. The additional support services will be provided by a third party contractor under a GOVERNMENT contract that routinely supplements the normal services provided at non-GOVERNMENT ports. For the purposes of this Lease, Pier 12 shall be considered by the GOVERNMENT as a non-GOVERNMENT port. Additional support services like crane services, brow placement and removal services, the placement of additional fenders for some specialized GOVERNMENT vessels and ships, the delivery of potable water through barges and tanker trucks, commercial vehicle rentals, the removal of waste oil, bilge water, and/or sewage (collection, holding, and/or transfer) through barges and/or tanker trucks, the delivery of mail and/or supplies (materials, parts, food, equipment, systems, etc.) and other specialized support services may be arranged by the GOVERNMENT and performed at Pier 12. The off-loading or on-loading of non-fuel items may occur after the completion of the fueling evolution. The non-fueling activity would be coordinated between the GOVERNMENT and LESSEE during the fuels scheduling process.

4.4. As shown on Exhibit “I”, approximately 43.1 acres of the 311 acres of the San Pedro Fuel Depot/Main Terminal, Parcel 1 of the Leased Premises, are immediately available for use by the LESSEE upon Commencement Date.

As GOVERNMENT remediation efforts on Parcel 1 are completed, as detailed in Exhibit “J,” the Environmental Condition of Property (“ECP”), approximately 16.9 acres are anticipated to become available for use by LESSEE in fiscal year 2022, 146.4 acres in fiscal year 2023, and the remaining .6 acres in fiscal year 2024, as shown on Exhibit “I.”

This timeline is subject to fluctuation, dependent upon the schedule for each remediation effort, and also subject to potential future Land Use Controls (“LUCs”). The LUCs are intended to minimize the potential for exposure to contamination and protect the integrity of the cleanup actions. The LESSEE shall not use the areas shown on Exhibit “I” as restricted for use until approximately fiscal years 2022, 2023, and 2024 and not until such time as a bilateral modification is executed between GOVERNMENT and LESSEE to allow for LESSEE’s use. The area shown on Exhibit “I” as semi-restricted for use through fiscal year 2021, may be used by the LESSEE in coordination with the GOVERNMENT, due to ongoing environmental remediation efforts, and may not be used by the LESSEE without coordination with the GOVERNMENT until such time as a bilateral modification is executed between GOVERNMENT and LESSEE. The LESSEE shall maintain all roads and fences, including the perimeter roads and fences crossing within remediation areas in good condition. GOVERNMENT will maintain the remaining roads within the remediation areas until such time remediation is complete and the areas become available for use by the LESSEE, at which time LESSEE will become responsible for maintaining such roads in good condition. In total, 207 acres of previously disturbed property are anticipated to be available for use by the LESSEE when remediation efforts are complete in approximately 2024. 104

File No. 10763 acres will remain permanently unavailable for disturbance or use throughout the term of the Lease, as they include the “Listed Species Management Areas”, the native plant nursery, and “Habitat Opportunity Areas”, as shown on Exhibit “I,”. However, the LESSEE does maintain shared responsibility for the 104 acres in accordance with Paragraphs 8.2.5 and 9 of this Lease.

4.5. As further detailed in Paragraph 9 of this Lease, the GOVERNMENT has complied with the National Environmental Policy Act (“NEPA”), 42 U.S.C. 4311 et seq., and maximum allowable operational limits for the purpose of the environmental analysis have been established. LESSEE operations may not exceed the below-defined limits without GOVERNMENT approval and completion of any additional environmental impact analysis that may be required.

LESSEE is required to submit monthly fueling activity reports, due by the 1st of every month, to the Station on a per fueling activity basis, documenting fueling activity including but not limited to fueling receipts, transfers, types, quantities of fuel, vessel calls and truck visits.

4.5.1. Annual fuel throughput on the Leased Premises may not exceed 30 million barrels (combined LESSEE and GOVERNMENT throughput.) Historical GOVERNMENT fueling operations on the Leased Premises has ranged from approximately 4 million barrels to 12 million barrels shipped from and received at the Leased Premises annually.

During contingency operations, during which the GOVERNMENT fueling requirement could range from 1,380,952 bbls to 15,428,571 annually in accordance with Paragraph 4.3.2.7.1 above, the GOVERNMENT’s fueling requirement will supersede those of the LESSEE and the volume of fuel throughput available for commercial customers would be limited during the duration of the contingency.

4.5.2. A maximum of 12,291,100 barrels of fuel is permitted to be stored on the Leased Premises, 13,722,000 square feet of administrative and/or warehousing space permitted on the Leased Premises, and 1,653,102 square yards of parking areas on the Leased Premises.

4.5.3. No proposed changes to pier structure or appurtenances to facilitate commercial vessels are permitted at Pier 12 on Parcel 2 of the Leased Premises, Long Beach Fuel Complex/Marine Terminal, without approval by the GOVERNMENT in accordance with Paragraph 10 of this Lease, and a separate environmental impact analysis is performed by LESSEE, as needed.

4.5.4. A maximum of 375 annual combined Navy and commercial vessel calls are permitted at Pier 12 of the Long Beach Fuel Complex/Marine Terminal. This maximum may be comprised of tankers, barges, and combatant ships.

For example, the 375 maximum vessel call could include an estimated 350 ships (with a capacity of 149,000 barrels or less), 70 mid-size vessels (with a capacity between 150,000 and 177,000 barrels, and 10 fuel barges with a capacity of 300,000 barrels visiting Pier 12 throughout the year to transfer fuel. Navy ships would also visit Pier 12 in order to receive fuel as part of routine and contingency operations.

4.5.5. A maximum of 40 fuel trucks per day, Navy and commercial, are permitted at Parcel 1 of the Leased Premises, San Pedro Fuel Depot/Main Terminal, and approximately 20 per day at Parcel 2 of the Leased Premises, the Long Beach Fuel Complex/Marine Terminal.

4.5.6. A maximum of a 4 to 6 hour fueling evolution for a ship, a 20-hour fueling evolution for a mid-size vessel (assumed to take 2 days), or up to 3 days for a large tanker, are permitted at Pier 12 of the Long Beach Fuel complex/Marine Terminal. Fueling operations are to occur during standard commercial hours (Monday to Friday), 50 weeks per year.

4.6. ASTs and pipelines on the Leased Premises are currently classified as “out of service” and may require inspection, testing, and repair to bring back into service, at LESSEE’s sole cost and expense, subject to all federal, state, and local permitting and/or licensing requirements. LESSEE is required to provide copies of all permits and operating documentation to the GOVERNMENT.

4.7. LESSEE 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 in compliance with section 106 of the National Historic Preservation Act (16 U.S.C. § 470), 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, LESSEE 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 LESSEE.

5. ASSIGNMENT AND SUBLEASING.

5.1. LESSEE shall neither transfer, assign, nor 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 by the GOVERNMENT shall not be unreasonably withheld or delayed.

5.2. Any sublease granted by LESSEE shall contain a copy of this Lease as an attachment 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 LESSEE or any sublessee, except as specifically stated in this Lease. No sublease shall relieve LESSEE of any of its obligations under this Lease. Under any sublease made with or without consent of GOVERNMENT, the sublessee shall be deemed to have assumed all of the obligations of LESSEE under this Lease. Every sublease shall be subject to, and shall be deemed to contain, the Environmental Protection provisions set forth in Paragraph 15 below.

5.3. LESSEE shall submit to GOVERNMENT for its prior written consent, a copy of each sublease LESSEE proposes to execute. The consent may include a requirement that LESSEE 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 LESSEE.