NAS Oceana U-O1 AG LEASE LO10764 466.1 acres 2020 FINAL.pdf

NAVFAC 11011/22 (Rev. 7-75) Supersedes NAVDOCKS 2595 and 2596

DEPARTMENT OF THE NAVY

LEASE FOR AGRICULTURAL

OR GRAZING PURPOSES

FILE NO:

CONTRACT NUMBER:

N40085-20-RP-00007

LEASE BETWEEN LO-10764

(HEREINAFTER CALLED "LESSEE") AND THE UNITED STATES OF AMERICA HEREINAFTER CALLED THE "GOVERNMENT", THE GOVERNMENT HEREBY LEASES TO LESSEE THE PROPERTY DESCRIBED BELOW UNDER THE TERMS, CONDITIONS, GENERAL

PROVISIONS AND SPECIAL PROVISIONS SET FORTH ON THIS PAGE AND SUBSEQUENT PAGES OF THIS LEASE FORM.

1. LEASED PROPERTY: ALL THAT PORTION OF THE NAVAL ACTIVITY IDENTIFIED IN ARTICLE 9, WHICH PORTION IS HEREINAFTER CALLED THE

“PREMISES” AND DESCRIBED AS FOLLOWS: Approximately 466.1 acres, more or less, at the Naval Air Station, Oceana, Virginia Beach, Virginia identified as Unit-O1 in the Soil and Water Conservation Plan attached hereto and made a part hereof as Exhibit “A.”.

2. TERM: THE TERM OF THIS LEASE SHALL BEGIN ON 1 July 2020 AND END ON 31 DECEMBER 2021, UNLESS SOONER TERMINATED IN

ACCORDANCE WITH THE PROVISIONS OF ARTICLE 10H HEREOF. LESSEE MAY REQUEST TO EXTEND THE TERM OF THIS LEASE FOR EIGHT (8)

ADDITIONAL PERIODS OF ONE (1) YEAR EACH BY DELIVERY TO THE LOCAL GOVERNMENT REPRESENTATIVE OF WRITTEN NOTICE OF ITS

INTENTION TO EXTEND NO LATER THAN NINETY (90) DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT TERM: PROVIDED, NO

EXTENTION SHALL BE GRANTED WHICH CREATES A TOTAL TERM IN EXCESS OF TEN (10) YEARS.

3. RENT: DURING THE INITIAL TERM OF THIS LEASE, WHICH IS FOR A PERIOD OF ONE (1) YEAR AND SIX (6) MONTHS, THE LESSEE SHALL PAY THE

GOVERNMENT AN ANNUAL RENTAL OF $_XXXXX , PAYABLE IN ADVANCE AT THE RATE OF $_XXXXX PER QUARTER, IN CONFORMITY WITH THE

PROVISIONS OF ARTICLE 10W HEREOF. THE FIRST PAYMENT WILL BE $XXXX, WHICH IS THE FIRST QUARTERLY PAYMENT DUE FOR THE LEASE

DURING THE PERIOD OF 1 JULY 2020 TO 30 SEPTEMBER 2020. FOR THE INITIAL TERM AND ANY RENEWAL TERMS, ALL FUTURE PAYMENTS WILL

BE $XXXXX AND DUE ON THE FIRST DAY OF JANUARY, APRIL, JULY, AND OCTOBER.

4. USE: Farming operations are to be restricted to the current agricultural fields that are highlighted on the corresponding map in the Soil and Water Conservation Plan and to the production of corn, soybeans, small grains, cotton, or hay/silage crops.

5. PERFORMANCE BOND OR SECURITY: TO SECURE THE FAITHFUL PERFORMANCE OF ITS OBLIGATIONS HEREUNDER LESSEE SHALL PROVIDE

THE GOVERNMENT WITH EITHER: (a) COLLATERAL SECURITY IN THE FORM OF CASH OR NEGOTIABLE GOVERNMENT BONDS, OR (b) A

PERFORMANCE BOND ISSUED BY A CORPORATE SURETY AND SATISFACTORY TO THE GOVERNMENT IN ALL RESPECTS, IN THE AMOUNT OF $

____N/A________

6. EXECUTION BY LESSEE

NAME OF LESSEE_________________________________________________________________________________

BY______________________________________________________________

(SIGNATURE) (WITNESS)

(TITLE) (DATE)

7. CERTIFICATION BY SECRETARY OR ASSISTANT SECRETARY OF CORPORATE LESSEE

I CERTIFY THAT THE PERSON WHO SIGNED THIS LEASE ON BEHALF OF LESSEE WAS THEN THE OFFICER INDICATED AND THIS AGREEMENT WAS

DULY SIGNED FOR AND ON BEHALF OF SAID CORPORATION BY AUTHORITY OF ITS GOVERNING BODY AND IS WITHIN THE SCOPE OF ITS

CORPORATE POWERS.

(CORPORATE _______________________________________________ _____________________________________

SEAL) (SIGNATURE) (TITLE)

8. EXECUTION FOR AND ON BEHALF OF THE GOVERNMENT

THE UNITED STATES OF AMERICA

BY________________________________________________ _______________ ________________________________________________________

(CONTRACTING OFFICER) (DATE) (WITNESS)

9. NAVY IDENTIFICATION DATA

NAME AND ADDRESS OF NAVAL ACTIVITY

Naval Support Activity, Northwest

Chesapeake, Virginia

ADDRESS OF LESSEE

XXXXXXX

LOCAL GOVERNMENT REPRESENTATIVE/

TITLE AND ADDRESS

Commanding Officer, NAVFAC MIDLANT, AM1-VW

9324 Virginia Avenue

Norfolk, Virginia 23511-3095

19-69

10. GENERAL PROVISIONS

A. REPRESENTATIONS

The property under this lease is provided as is, where is. The term “as-is, where is” means that the

Government is leasing the subject property in whatever condition it presently exists, and that the lessee is accepting the subject property with all faults, whether or not they could be ascertained by an inspection of the property or review of any due diligence material available. LESSEE has examined, knows and accepts the condition and state of repair of the Premises and all appurtenances thereto and acknowledges that the Government has made no representation concerning such condition and state of repair, nor any agreement or promise to alter, improve, adapt, repair or keep in repair such

Premises and appurtenances, or any item thereof, which has not been fully set forth on this lease which contains all the agreements made and entered into between Lessee and the Government.

B. PROHIBITION OF FEDERAL SUBSIDY

PARTICIPATION

Notwithstanding the uses permitted to it in

Article 4 of this lease, Lessee shall at no time during the term of this lease, or any extension thereof, use the Premises or its interest therein in any manner which shall constitute direct participation in any subsidy program of the Federal Government relative to either the use or abstention from use of the

Premises.

C. SUBJECTION TO GOVERNMENT SOIL

& WATER CONSERVATION PLAN

During the term of this lease the Lessee shall apply the conservation measures and use the

Premises in accordance with the conservation plan attached hereto and made a part hereof. Lessee shall in no manner substantially change the contour or condition of the land constituting any part of the

Premises except for such changes as shall be reasonably required to effect soil and water conservation measures. (Soil and Water

Conservation Plan is attached as Exhibit “ A ”)

D. INSTALLATIONS AND REMOVALS

Subject to the prior written approval of the

Government, Lessee shall have the right to erect, at its own expense, such temporary structures on the

Premises as may be necessary or incidental to its use under this lease. All such structures shall remain the property of Lessee and Lessee shall remove any erected structures from the Premises prior to the expiration of the term of this lease. In the event the

Government terminates this lease, Lessee shall be given thirty (30) days to accomplish such removal.

All property not so removed shall be deemed abandoned by Lessee and may be used or disposed of by the Government in any manner whatsoever without any liability to account to the Government.

Any such abandonment shall not reduce Lessee’s obligation to restore the Premises.

E. SUBJECTION TO EXISTING AND FUTURE

EASEMENTS AND RIGHTS-OF-WAY

This lease is subject to all outstanding easements and rights of way for location of any type of facility over, across, in and upon the Premises. In addition, the Government reserves the right to grant such additional easements as it shall determine to be in the public interest. The Government also reserves all mineral rights in the Premises, together with such rights of access and use of the surface as may be necessary for the mining and saving of any mineral deposits located thereon or thereunder. The

Government reserves the right to allow ingress and egress to workers officially engaged in the construction, installation, maintenance, operation, repair or replacement of facilities located thereon, and to any Federal, State or local officials.

F. RESTORATION OF PREMISES

Before the expiration of this lease or the prior termination thereof, Lessee shall, if required to do so by the Government, restore the Premises to the condition existing at the time of its entrance thereon under this lease, or to such improved condition as they may have been placed in by the Government or the Lessee during the term of this lease, reasonable wear and tear and damage by the elements or from other causes over which Lessee had no control excepted; Provided, in the event the Government shall terminate this lease upon less than thirty (30) days notice Lessee shall have thirty (30) days from receipt of notice of termination to accomplish such restoration.

G. LIENS

Lessee shall promptly discharge or cause to be discharged any valid lien, right in rem, claim or demand of any kind, except one in favor of the

Government, which at any time may arise or exist with respect to the Premises or materials or equipment furnished therefor, or any part thereof, and if the same shall not be promptly discharged by

Lessee, the Government may discharge, or cause to be discharged, the same at the expense of the Lessee.

H. TERMINATION BY GOVERNMENT

The Government shall have the right to terminate this lease, in whole or in part, at any time, without prior notice, and regardless of any lack of breach by Lessee of any of the terms and conditions of this lease. In the event of termination for any reason not involving a breach by Lessee of the terms and conditions of the lease the Government shall make an equitable adjustment of any advance rentals paid by Lessee hereunder and, if the Government’s use of the Premises does not require immediate possession thereof, Lessee shall be permitted, within such time as the Local Government Representative shall prescribe, to harvest, gather and remove from the Premises such crops as can be so harvested and removed, but if the Government’s requirements necessitate immediate repossession of the Premises, so as to require immediate removal of Lessee’s livestock, and/or, to preclude Lessee from such harvesting and removal of any growing or matured crops, Lessee hereby specifically releases, remises, and forever discharges the Government from any and all liability or claims for loss or damage of any nature arising out of such termination and repossession, including, but not limited to, destruction of diminution in value of, or inability to harvest any growing crops, and/or death or diminution of value of any livestock of Lessee.

In the event that the Government shall elect to terminate this lease on account of the breach by the

Lessee of any of the terms and conditions hereof no adjustment in advance rentals paid by Lessee shall be made, and the Government shall be entitled to recover and Lessee shall pay to the Government:

(1) The costs incurred in resuming possession of the Premises.

(2) The costs incurred in performing any obligation on the part of Lessee to be performed hereunder.

(3) An amount equal to the aggregate of all rents and charges assumed hereunder and not theretofore paid, less the net rentals, if any, collected by the Government on the re-letting of the Premises, which amounts shall be due and payable at the time when the rent reserved under this lease would become due and payable.

The Government may, at its option, attach any livestock or crops of Lessee on the Premises in full or partial satisfaction of Lessee’s obligations under this

Article.

I. SURRENDER

Upon the expiration of this lease or its prior termination, in whole or in part, Lessee shall quietly, and peacefully remove itself and its property from the Premises, or part thereof as to which this lease shall be terminated, and surrender the possession thereof to the Government. Upon failure or neglect of Lessee to so remove, the Government and its officers or agents may enter the Premises and cause the removal of all persons and property therefrom without recourse to any action or proceeding at law or in equity. Lessee hereby expressly waives any provision of law requiring notice to quit possession of the Premises. Such removal shall be at the sole cost and expense of Lessee and Lessee shall indemnify and save and hold harmless the

Government, its officer, agents and employees for and from any and all liability or claims for damages of any nature whatsoever which may arise out of or be attributable to such removal.

J. DAMAGE TO GOVERNMENT PROPERTY

In the event of the destruction of or damage to any Government property located on or adjacent to the Premises by Lessee, or any of its officers, agents, servants, employees, subtenants, licensee or invitees, Lessee shall promptly repair or replace such property to the satisfaction of the Government, or pay to the

Government an amount of money sufficient to compensate it for the loss or damage sustained, as the

Government shall elect.

K. NON-LIABILITY OF GOVERNMENT

Lessee covenants that it will indemnify and save and hold harmless the Government, its officers, agents and employees for and from any and all liability or claims for loss of or damage to any property owned by or in the custody of Lessee, its officers, agents, servants, employees, subtenants, licensees or invitees, or for the death of or injury to any of the same which may arise out of or be attributable to the condition, state of repair or

Lessee’s use and occupancy of the Premises, or the furnishings of any utilities or services (including supply of water from wells or other sources), or any interruption therein or failure thereof, whether or not the same shall be occasioned by the negligence or lack of diligence of Lessee, its officers, agents, servants or employees.

L. UTILITIES AND SERVICES

In the event that the Government shall furnish

Lessee with any utilities and services maintained by the Government which Lessee may require in connection with its use of the Premises, Lessee shall pay the Government the charges therefor in addition to the cash rent required under this lease. Such charges and the method of payment thereof shall be determined by the Local Government Representative in accordance with applicable laws and regulations, on such basis as the Local Government

Representative may establish, which may include a requirement for the installation of adequate connecting and metering equipment at the sole cost and expense of Lessee. It is expressly agreed and understood that the Government in no way warrants the continued maintenance or adequacy of any utilities or services furnished by it to Lessee.

M. ACCESS

The Government shall have access to the

Premises at all reasonable times for any purposes not inconsistent with the quiet use and enjoyment thereof by Lessee, including, but not limited to, the purpose of inspection.

N. COVENANT AGAINST CONTINGENT FEES

Lessee warrants that no person or agency has been employed or retained to solicit or secure this lease upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, excepting bona fide employees or bona fide established commercial agencies maintained by

Lessee for the purpose of securing business. For breach or violation of this warranty, the Government shall have the right to annul this lease without liability or in its discretion to require Lessee to pay, in addition to the rental or consideration, the full amount of such commission, percentage, brokerage, or contingent fee.

O. STATE AND LOCAL TAXES

In the event that as a result of any future Act of

Congress, subjecting Government-owned property to taxation, any taxes, assessments or similar charges are imposed by State or local authorities upon the

Premises (other than upon Lessee’s possessory interest therein), Lessee shall pay the same when due and payable and this lease shall be renegotiated so as to accomplish an equitable reduction in the rental provided for herein, which reduction shall in no event exceed the amount of such taxes, assessments, or similar charges; Provided, in event the parties hereto are unable to agree within ninety (90) days from the date of the imposition of such taxes, assessments, or similar charges, upon a rental which in the opinion of the Local Government

Representative constitutes a reasonable return to the

Government on the Premises, then in such event the

Local Government Representative shall have the right to determine the amount of the rental, which determination shall be binding on Lessee, subject to appeal as a dispute in accordance with the provisions of paragraph P of this Article 10.

P. DISPUTES

1.1 This lease is subject to the Contract

Disputes Act of 1978, as amended (41 U.S.C. 601-

613) (the Act).

1.2 Except as provided in the Act, all disputes

arising under or relating to this lease shall be resolved under this clause.

1.3 “Claim,” as used in this clause, means a written demand or written assertion by the Lessee or the Government seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of lease terms, or other relief arising under or relating to this lease. A claim arising under this lease, unlike a claim relating to this lease, is a claim that can be resolved under a lease clause that provides for the relief sought by the claimant.

However, a written demand or written assertion by the Lessee seeking the payment of money exceeding

$100,000 is not a claim under the Act until certified as required by subparagraph 1.4(2) below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act, by complying with the submission and certification requirements of this clause, if it is disputed either as to liability or amount or is not acted upon in a reasonable time.

1.4(1) A claim by the Lessee shall be made in writing and submitted to the Commanding Officer, Naval Facilities Engineering Command, Mid-

Atlantic, for a written decision. A claim by the

Government against the Lessee shall be subject to a written decision by the Commanding Officer, Naval

Facilities Engineering Command, Mid-Atlantic.

1.4(2)(a) The Lessee shall provide the certification specified in subparagraph 1.4(2)(c) of this clause when submitting any claim ---

(A) Exceeding $100,000; or

(B) Regardless of the amount claimed, when using--

(1) Arbitration conducted pursuant to 5 U.S.C. 575-580; or

(2) Any other alternative means of dispute resolution (ADR) technique that the agency elects to handle in accordance with the

Administrative Dispute Resolution Act (ADRA).

1.4(2)(b) The certification requirement does not apply to issues in controversy that have not been submitted as all or part of a claim.

1.4(2)(c) The certification shall state as follows: “I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the Lessee believes the Government liable;

and that I am duly authorized to certify the claim on behalf of the Lessee.”

1.4(3) The certification may be executed by any person duly authorized to bind the Lessee with respect to the claim.

1.5 For Lessee claim of $100,000 or less, the Commanding Officer, Naval Facilities

Engineering Command, Mid-Atlantic, must, if requested in writing by the Lessee, render a decision within sixty (60) days of the request. For Lessee-certified claims over $100,000, the Commanding

Officer, Naval Facilities Engineering Command, Mid-Atlantic, must, within sixty (60) days, decide the claim or notify the Lessee of the date by which the decision will be made.

1.6 The Commanding Officer, Naval

Facilities Engineering Command, Mid-Atlantic, decision shall be final unless the Lessee appeals or files a suit as provided in the Act.

1.7 At the time a claim by the Lessee is

submitted to the Commanding Officer, Naval

Facilities Engineering Command, Mid-Atlantic, or a claim by the Government is presented to the Lessee, the parties, by mutual consent, may agree to use

ADR. When using arbitration conducted pursuant to

5 U.S.C. 575-580, or when using any other ADR technique that the agency elects to handle in accordance with the ADRA, any claim, regardless of amount, shall be accompanied by the certification described in paragraph 1.4(2)(c) of this clause, and executed in accordance with paragraph 1.4(3) of this clause.

1.8 The Government shall pay interest on

the amount found due and unpaid by the Government from (1) the date the Commanding Officer, Naval

Facilities Engineering Command, Mid-Atlantic, receives the claim (properly certified if required), or

(2) the date of payment otherwise would be due, if that date is later, until the date of payment. With regard to claims having defective certifications, as defined in FAR 33.201, interest shall be paid from the date that the Commanding Officer, Naval

Facilities Engineering Command, Mid-Atlantic, initially receives the claim. Simple interest on claims shall be paid at the rate, fixed by the Secretary of the

Treasury, as provided in the Act, which is applicable to the period during which the Commanding Officer, Naval Facilities Engineering Command, Mid-

Atlantic, receives the claim and then at the rate applicable for each 6-month period as fixed by the

Treasury Secretary during the pendency of the claim.

1.9 The Lessee shall proceed diligently

with the performance of the lease, pending, final resolution of any request for relief, claim, appeal, or action arising under the lease, and comply with any decision of the Commanding Officer, Naval Facilities

Engineering Command, Mid-Atlantic.

Q. OFFICIALS NOT TO BENEFIT

No Member of or Delegate to Congress, or

Resident Commissioner, shall be admitted to any share of part of this lease, or to any benefit to arise therefrom but this provision shall not be construed to extend to this lease if made with a corporation for its general benefit.

R. LABOR PROVISION

(1) Equal Opportunity

During the term of this lease the Lessee agrees as follows:

(a) The Lessee will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The

Lessee will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising;

layoff or termination; rates of pay or other forms of compensation; selection for training, including apprenticeship. The Lessee agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Government setting forth the provisions of this nondiscrimination clause.

(b) The Lessee will, in all solicitations or advertisements for employees placed by or on behalf of the lessee, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

(c) The Lessee will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding a notice to be provided by the

Government, advising the labor union or worker’s representative of the Lessee’s commitments under this Equal Opportunity clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

(d) The Lessee will comply with all provisions of Executive Order 11246 of September

24, 1965, as amended by Executive Order 11375 of

October 13, 1967, and of the rules, regulations, and relevant orders of the Secretary of Labor.

(e) The Lessee will furnish all information and reports required by Executive Order 11246 of

September 24, 1965, as amended by Executive Order

11375 of October 13, 1967, and by the rules, regulations, and orders of the Secretary of Labor or pursuant thereto, and will permit access to his books, records, and accounts by the Government and the

Secretary of Labor for purposes of investigating to ascertain compliance with such rules, regulations and orders.

(f) In the event of the Lessee’s noncompliance with the Equal Opportunity clause of this lease or with any of said rules, regulations, or orders, this lease may be canceled, terminated or suspended in whole or in part and the Lessee may be declared ineligible for further Government contracts in accordance with procedures authorized in

Executive Order 11246 of September 24, 1965, as amended by Executive Order 11375 of October 13, 1967, and such other sanctions may be imposed and remedies invoked as provided in Executive Order

11246 of September 24, 1965, as amended by

Executive Order 11375 of October 13, 1967, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

(g) The Lessee will include the provisions of paragraphs (a) through (g) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September

24, 1965, as amended by Executive Order 11375 of

October 13, 1967, so that such provisions will be binding upon each sublessee or vendor. The Lessee will take such action with respect to any sublessee or purchase order as the Government may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the Lessee becomes involved in, or is threatened with, litigation with sublessee or vendor as a result of such direction by the Government, the

Lessee may request the United States to enter into such litigation to protect the interests of the United

States.

(2) Convict Labor

In connection with the performance of work required by this lease, Lessee agrees not to employ any person undergoing a sentence of imprisonment at hard labor.

(3) Contract Work Hours Standards Act (40

U.S. Code 327-330)

This lease, to the extent that it is a contract of a character specified in the Contract Work Hours

Standards Act (40 U.S.C. 327-330) and is not covered by the Walsh-Healy Public Contracts Act

(41 U.S.C. 35-45), is subject to the following provisions and exceptions of said Contract Work

Hours Standards Act and to all other provisions and exceptions of said law:

(a) The Lessee shall not require or permit any laborer or mechanic in any workweek in which he is employed on any work under this contract to work in excess of 8 hours in any calendar day or in excess of 40 hours in such workweek on work subject to the provisions of the Contract Work Hours

Standards Act unless such laborer or mechanic receives compensation at a rate not less than one and one-half times his basic rate of pay for all such hours worked in excess of 8 hours in any calendar day or in excess of 40 hours in such workweek, whichever is the greater number of overtime hours. The “basic rate of pay,” as used in this clause, shall be the amount paid per hour, exclusive of the Lessee’s contribution or cost for fringe benefits and any cash payment made in lieu of providing fringe benefits, or the basic hourly rate contained in the wage determination, whichever is greater.

(b) In the event of any violation of the provisions of paragraph (a), the Lessee shall be liable to any affected employee for any amounts due and to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic employed in violation of the provisions of paragraph (a) in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of 8 hours or in excess of the standard workweek of 40 hours without payment of the overtime wages required by paragraph (a).

S. NOTICES

No notice, order, direction, determination, requirement, consent, or approval under this lease shall be of any effect unless in writing. All notices required under this lease shall be addressed to

Lessee, or to the Local Government Representative, as may be appropriate, at the address thereof specified in Article 9 of this lease or at such other address as may from time to time be agreed upon by the parties hereto.

T. FAILURE OF GOVERNMENT TO INSIST

ON COMPLIANCE

The failure of the Government to insist, in any one or more instances, upon performances of any of the terms, covenants or conditions of this lease shall not be construed as a waiver or relinquishment of the

Government’s right to the future performance of any such terms, covenants or conditions and Lessee’s obligations in respect to such future performance shall continue in full force and effect.

U. ASSIGNMENT OR SUBLETTING

Lessee shall not transfer or assign this lease or any interest therein nor sublet or otherwise make available to any third party or parties any portion of the Premises or rights therein without prior written consent of the Government. Under any assignment made, with or without consent, the assignee shall be deemed to have assumed all the obligations of Lessee hereunder, but no assignment shall relieve the assignor of any of Lessee’s obligations hereunder except for an extension of the lease term beginning after such assignment, and then only if the

Government shall have consented thereto.

V. GOVERNMENT RULES AND

REGULATIONS

Lessee shall comply with such rules and regulations regarding station security, ingress, egress, safety and sanitation as may be prescribed, from time to time, by the Local Government Representative, or by the Commanding Officer of the Naval activity of which the Premises forms a part.

W. PAYMENTS

All payments to the Government required under this lease shall be made by check or postal money order made payable to the U.S. Treasurer and mailed to Naval Facilities Engineering Command, Mid-

Atlantic, Attn: Code AM1-VW, 9324 Virginia

Avenue, Norfolk, Virginia 23511.

X. INTEREST

Notwithstanding any other provision of this lease, unless paid within thirty (30) days, all amounts that become payable by the Lessee to the

Government under this contract (net of any applicable tax credit under the Internal Revenue

Code) shall bear interest from the date due until paid and shall be subject to adjustments as provided by

Part 6 of Appendix E of the Armed Services

Procurement Regulation, as in effect on the date of this lease. The interest rate per annum shall be the interest rate in effect which has been established by the Secretary of the Treasury pursuant to Public Law

92-41; 85 STAT 97 for the Renegotiation Board, as of the date the amount becomes due as herein provided. Amounts shall be due upon the earliest one of (i) the date fixed pursuant to this contract; (ii) the date of the first written demand for payment, consistent with this lease, including demand consequent upon default termination; or (iii) the date of transmittal by the Government to the Lessee of a proposed supplemental agreement to confirm completed negotiations fixing the amount.

Y. ADMINISTRATION

The local Government Representative specified in Article 9 of this lease shall, under the direction of the Commander, Naval Facilities Engineering

Command, Mid-Atlantic, have complete charge of the administration of this lease, and shall exercise full supervision and general direction thereof insofar as the interest of the Department are affected.

Z. INDEMNIFICATION

The Lessee accepts responsibility for all liability related to, or arising under, Lessee’s use of the property. Further, Lessee shall release and hold harmless the Government, its officers, agents, and employees from all liability, suits, claims, actions, or demands in any way related to, or arising under, Lessee’s use of the property. This includes, but is not limited to, all environmental suits, claims, and enforcement actions, arising during Lessee’s construction on, or use of, the property, or after such construction, or use, has ended. Further, Lessee shall reimburse the Government for all expenditures incurred if the Government voluntarily chooses to undertake any remedial action to address contamination on the premises or facilities resulting from the acts or omissions of the Lessee.

11. SPECIAL PROVISIONS

The following specified additional provisions, which shall control in the event of any conflict with the General

Provisions of Article 10, are hereby incorporated into this lease by attachment hereto.

A. RESTRICTIONS:

a. No substance shall be released into the air from the leased lands that could impair visibility including, without limitation, emissions such as steam, dust and smoke.

b. Groundwater shall not be utilized for consumption or crop irrigation without further Navy evaluation and written approval. Construction or other activities that could require dewatering should not occur without further Navy evaluation and written approval.

c. The only fields that are eligible for Bio-solid use are fields 3 and 5. The use of Hampton Roads

Sanitation Division’s Bio-solids disposal program will be approved on a case-by-case scenario.

Coordination of this program must be made, 30 days prior to application with the NAVFAC MID-

ATLANTIC Agricultural Lease Manager.

d. There is also a provision in ECP report having to do with advance notice of crop dusting. If this is not already included in the lease agreements, I recommend it be included for all three 3 Fentress leases (and any of the remaining leases if appropriate).

e. Crop location, planting, and harvesting schedules are to be provided to the NAS Oceana NRM 757-

433-3461 and the AODO at Oceana_aodo_kntu@navy.mil or 757 433-2161/3. These schedules should be provided a minimum of three (3) business days (within a minimum of 72 hours) of field preparation, planting and harvesting each season.

f. Mowing of ditches and ditch banks is required every other year of the lease. Mowing should be completed by 31 December of the expiring lease year. If this poses a problem for the lessee, lessee should notify the NAVFAC MID-ATLANTIC Natural Resources Specialist/Agricultural Program

Manager at 757-341-1656.

g. Ditch and buffer mowing must be completed in the months of Nov, Dec, Jan and/or Feb. If this poses a problem for the lessee, lessee should notify the NAVFAC MID-ATLANTIC Natural Resources

Specialist/Agricultural Program Manager at 757-341-1656.

h. No lights shall be constructed, maintained, directed or allowed to shine from the said leased lands, which could interfere with or impair pilot vision. All light emissions must be shielded to prevent them from being used as geographic reference pints by aircraft personnel.

i. No electrical emissions shall be emitted from sources situated on said leased lands which could interfere in any way with aircraft communications systems, ordnance or navigational equipment now in existence or hereinafter invented.

j. No garbage shall be dumped or placed and no feeding stations or other facilities attractive to birds shall be constructed or maintained on said leased lands. All trash, debris and empty pesticide containers shall be removed from Government property and properly disposed of each day at Lessee’s expense.

k. Relic hunting, or antique hunting or recovery is prohibited.

l. Aerial crop dusting, unless specifically authorized by permit, is prohibited

m. Hunting on the leased land is permitted. The Station is responsible for coordinating the hunting program with the Lessee. Excessive damage by these activities must be reported immediately to the NSA HR-NWA

Natural Resources Manager, Taylor Austin at 757-421-8240.

n. A cultivation regimen of cutting, no-till seed drilling and discing to a depth no greater than 16 cm (6.4 inches) below the surface shall be followed.

B. RIGHT OF ENTRY

Navy reserves the right of entry to install monitoring wells and to sample soil, sediment, groundwater, and surface water as it deems necessary, in its own discretion.

C. REIMBURSABLE WORK

If at any time during the lease it is determined that work not identified in the Soil and Water Conservation Plan, as

Non-Reimbursable work is necessary, the procedures below will be followed:

The NAVFAC Mid-Atlantic Natural Resource Specialist will prepare a Scope of Work and Government Cost

Estimate. Scope of Work will include what work is to be done and identify how or what method should be used to complete the work. It will also include a time schedule in which the work must be completed.

The NAVFAC Mid-Atlantic Natural Resource Specialist will forward the Scope of Work and Government Cost

Estimate to the Real Estate Contracting Officer.

The Real Estate Contracting Officer will forward the Scope of Work to the Lessee and request a cost proposal.

The Lessee will send a cost proposal to the Real Estate Contracting Officer. This proposal may be based on Lessee having a third party perform the work. The Lessee may at this time inform the Government that he is incapable of performing the work.

If the Lessee submits a proposal and is acceptable, the Real Estate Contracting Officer will either; (1) issue a letter of authorization to proceed, advising a modification to the lease will be forthcoming or (2) forward a modification to the Lessee reflecting changes. Work should not begin until a letter or authorization or a modification has been received.

If the proposal is unacceptable, the Government will negotiate with the Lessee or determine alternative means of completing the required work.

When work is completed, Lessee and Navy Representatives will perform a joint inspection. If work is acceptable and within the time frame allotted, terms of the modification will be activated; i.e., rent reduction granted.

If it is determined during a joint inspection that the work was not completed properly or done within the required time frame, the Navy may, at its option, allow the Lessee additional time, not to exceed 25% of original time allotted, to complete the work or the Navy will have the work completed and charge the Lessee.

D. ENVIRONMENTAL/INDEMNIFICATION

In accordance with 10 U.S.C. 2692, the Lessee may not allow the treatment, storage or disposal of any Toxic or Hazardous materials on the leased premises. For the purposes of this provision, the terms “storage” and “Toxic or Hazardous

Materials” are defined as provided in 48 CFR 252.223-7006.

The Lessee will reimburse the Lessor for all expenditures incurred if the Lessor is required by any regulatory authority or voluntarily chooses to undertake any Remedial Action to address Contamination on the leased premises resulting from the acts or omissions of the Lessee or its contractors. The Lessor shall contact the Lessee before taking any Remedial Action and give the Lessee a reasonable opportunity to undertake such Remedial Action if the Lessor believes that the Lessee has the capability to do so. Notwithstanding the above, the Lessee may immediately take any Remedial Action required of the Lessee by law.

During the term of this Lease, if the Lessee becomes aware that a Release of Toxic or Hazardous Materials has occurred that has resulted in Contamination of the leased premises, the Lessee will provide oral notice to the Lessor within 24 hours of becoming aware of such Contamination, providing all relevant facts and circumstances. The

Lessor may request from the Lessee a more detailed written description of these facts and circumstances within a time period specified by the Lessor. The Lessee will promptly take all actions, at its sole expense, as are necessary to comply with all Applicable Environmental Laws relating to such Release, including reporting the occurrence to the appropriate Federal, State, or local regulatory authority or taking required Remedial Action, related to addressing the Contamination and to minimize the impacts of such Release. The Lessee will provide all information requested by the Lessor regarding such actions.

The Lessee, at its sole expense, will promptly take all action necessary to comply with Applicable Environmental

Laws pertaining to a Release described in the preceding paragraph, including but not limited to: one, report the occurrence to appropriate Federal, State, or local regulatory authorities, if so directed by the Government; two, take timely and effective steps to minimize the Release and its impact on human health and the environment; and three, take Remedial Action. The Government may direct the Lessee to provide all information requested by the

Government regarding such actions within a time certain.

During the term of this Lease, the Lessee will ensure that all activities conducted by the Lessee or its contractors on the leased premises are carried out in compliance with Applicable Environmental Laws. The Lessee will provide oral notice to the Lessor within 24 hours of receiving any complaint, order, directive, claim, citation, or notice by any

Governmental authority or any other person or entity with respect to a violation of Applicable Environmental Laws resulting from the activities of the Lessee or its contractors on the leased premises. The Lessee will promptly take all actions, at its sole expense, as are necessary to comply with all Applicable Environmental Laws as directed by any

Federal, State, or local regulatory authority. The Lessor may request a more detailed written description of the events or circumstances leading to this event within a time specified by the Lessor. Without limitation of the foregoing, the Lessor may, but will not be obligated to, enter onto the leased premises and take any Remedial Action as it deems necessary or advisable to address any Contamination of the leased premises by Toxic or Hazardous

Materials or to ensure compliance with Applicable Environmental Laws.

At any time, the Lessor or its representatives may conduct inspections on the leased premises to ensure compliance with Applicable Environmental Laws. To assist in this evaluation, the Lessee will provide to the Lessor or the

Lessor’s representative, any and all books, records, or documents in their possession, or in the possession of their agents or contractors, related to the activities or operations on the leased premises, which the Lessor or its representatives may examine, copy, or make extracts from.

As the Lessor deems appropriate, the Lessor may require that the Lessee, from time to time, promptly conduct such tests and procedures for the purpose of ensuring that the leased premises are in compliance with Applicable

Environmental Laws and of having the leased premises certified to the Lessor as such. Such tests and procedures shall be conducted by recognized professionals to be approved by the Lessor and in a manner that is satisfactory to the Lessor. When requesting such tests and procedures, the Lessor will work with the Lessee to establish accepted timeframes, appropriate parties to perform the required activities, and schedules for performance. If an agreement cannot be reached regarding any of the foregoing, the Lessor or its representatives may undertake such tests and procedures, with the Lessee being obligated to reimburse the Lessor for all costs incurred.

For the purposes of this provision, the terms used above are defined as follows:

“Toxic or Hazardous Materials” means any hazardous, harmful, odorous, radioactive, toxic or dangerous waste, substance or material, including, without limitation, asbestos, polychlorinated biphenyls (“PCBs”) and petroleum products, and any hazardous or toxic substance, material or waste, or any pollutant or contaminant defined as such in, or for the purposes of, any environmental laws as are now or in the future may be in effect. The Lessee’s obligation under this provision shall extend to any and all such Toxic or

Hazardous Materials whether or not such substance was defined, recognized, known, or suspected of being hazardous, toxic, dangerous, or wasteful at the time of any act or omission giving rise to the Lessee’s obligation.

“Contamination” means a level of Toxic or Hazardous Materials in the air, in or on soil, in the surfacewater, or in the groundwater that exceeds levels allowed by Applicable Environmental Laws.

“Applicable Environmental Laws” means:

one, any Federal, State, or local statute, law, ordinance, rule, regulation, or order (whether voluntary or not) that govern the activities or operations of the leased premises, or the persons carrying out those activities or operations, relating to the environment, natural resources, or human health and safety.

two, Executive Orders of the President of the United States;

three, decisions of courts and administrative tribunals of competent jurisdiction;

four, administrative orders of regulatory agencies of competent jurisdiction (involuntary or on consent); and five, regulations and directives of the Department of Defense, the Department of the Navy, and the U.S.

Marine Corps (for Marine Corps installations only), which pertain to the human environment (as defined in the National Environmental Policy act of 1969);

transportation of hazardous material; and human health and safety (including occupational safety).

Applicable Environmental Laws include, without limitation the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Material Transportation Act (49

U.S.C. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. 6901 et seq.), the Federal

Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the

Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), and the Occupational Safety and Health Act (29

U.S.C. § 651 et seq.), Superfund Amendments and Reauthorization Act Title III (SARA) Emergency

Planning and Community Right-to-Know Act (EPCRA) reporting requirements (40 CFR 355, 40 CFR 370, 40 CFR 372 and 29 CFR 1910.1200), as such laws have been amended or supplemented now or in the future.

“Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, leaching, or migration into the environment, whether accidental or otherwise, resulting from the act or omissions of the

Lessee, its contractors, or by natural conditions.

“Remedial Action” means any investigation or monitoring of the condition of the leased premises or any cleanup, remedial, removal, or restoration work required or performed on the leased premises because of the presence, suspected presence, release, or suspected release of Toxic or Hazardous Materials.

The Lessor shall not be responsible for damages to property or injuries to persons which may arise from or be incident to the use and occupation of the leased premises by the Lessee, nor for damages to the property or injuries to the person of the Lessor’s officers, agents, servants, or employees, or others who may be on the leased premises at their invitation or the invitation of any one of them arising from or incident to governmental activities except as permitted under the Federal Torts Claim Act, 28 U.S.C. 2671 et seq.

F. APPLICABLE STATE AND CITY LAWS, CODES, AND ORDINANCES

The Lessee agrees to comply with all applicable State and City laws, codes and ordinances applicable to use of the leased premises at Lessee’s expense. Lessee further agrees to obtain all necessary permits and related items at

Lessee’s expense.

G. INSURANCE REQUIREMENTS

Prior to award of the Lease, the LESSEE shall submit a certificate of insurance meeting the following requirements.

Public Liability and Property Damage shall meet the following requirements at a minimum:

$50,000 Third Party Property Damage

$500,000 Third Party Personal Injury Per Person

$1,000,000 Third Party Personal Injury Per Accident

The policy/certificate of insurance shall contain an endorsement reading as follows:

a. Loss, if any under this policy shall be adjusted with (name of LESSEE) and the proceeds, at the election of the

GOVERNMENT, shall be payable to (name of LESSEE); any proceeds not paid to (name of LESSEE) shall be payable to the Treasurer of the United States of America.

b. The insurer waives any right of subrogation against the United States of America which might arise by reason of any payment made under this policy.

c. The GOVERNMENT shall be given thirty (30) days written notice prior to making any material change in or the cancellation of the policy. Please strike out (and initial) any clauses that state “…failure to make such notice imposes no obligation or liability of any kind upon the company, etc …"

d. The United States of America (Department of the Navy) is added as an additional insured in operations of the policyholder at or from the premises leased at Naval Air Station, Oceana, Virginia Beach, Virginia, identified as

Unit-O1.

e. This insurance certificate is for use of premises known as 466.1 acres more or less, at Naval Air Station, Oceana, Virginia Beach, Virginia identified as Unit- O1, Contract number N40085-20-RP-00007 or

LO10764.

If, at any time, the GOVERNMENT determines that the insurance maintained by the LESSEE does not in fact adequately protect the GOVERNMENT, LESSEE may be required to carry such other insurance in such form, for such amounts and for such periods of time, and with such insurers as the GOVERNMENT may from time to time require or approve.