Draft_RFI_WWTP_land_LAFB_June_2019.docx

Draft RFI Lease Land at Waste Water Treatment Annex Luke AFB

Synopsis:

REQUEST FOR INTEREST - Lease of Land

56CONS_RFI_19-01

Classification Code: X - Lease or Rental of Facilities NAICS - 531390 - Other Activities Related to Real Estate Synopsis:

Request for Interest (RFI)

Notice of Availability: Luke AFB, Arizona has approximately 10 acres of land available for a 2 year lease at the Waste Water Treatment Annex on the northeast corner of the intersection of El Mirage Road and Glendale Ave. The acreage is being used as a membership saddle club and has two small facilities. There is electrical and water service available but no sewage or natural gas service. Removal of existing buildings and structures will be at lease holders’ expense. Only those individuals with proper Luke AFB access will be permitted to enter this area. General public will not be allowed entry.

This notice is to solicit interest to lease the land to be used for office space and/or storage. Summary of the outgrant terms and conditions: Lease period will be for a term of two (2) years. Cost of Property lease will be at a minimum equal to fair market value. Grantee must meet all conditions in the attached lease template (Attachment 1). Lease will be at no cost to the United States Air Force. Grantee will be responsible for all administrative associated lease costs. Grantee will also be responsible for all costs associated with conducting a fair market value appraisal and preparation of an environmental baseline survey.

The use of the facility will be reviewed to ensure that use poses no risk to the Luke AFB mission. The lessee will be responsible for all repair, renovation, utility and sustainment costs.

The details of all equipment must be reviewed by the 56 Contracting Squadron, 56 Civil Engineer Squadron and the 56 Security Forces Squadron. At the completion of the initial lease, grantor has complete discretion in granting a renewal and can consider, by way of example and not by way of limitation, the past practices of grantee on the Installation, the timeliness of grantee's request for renewal relative to requests by other entities for similar leases and the changing facility of the government.

The Government requests interested parties submit a statement of interest and current capability to meet the requirements as outlined above. Responses to this RFI will not be returned. The Government will review information submitted in response to this RFI to determine interest and capability for a potential lease agreement for the land and facilities. The Government will not reimburse the costs of preparing responses to this RFI.

Send responses to SSgt Michael Brockett via email at michael.brockett.2@us.af.mil and Ms. Sara Lackey at sara.lackey.2@us.af.mil not Later Than 4PM Mountain Daylight Time on 11 July 2019.

Contracting Office Address:

Services Flight 14100 W Eagle Street Luke AFB, Arizona 85309

Place of Performance:

Luke AFB, Arizona 85309 United States

Primary Point of Contact:

SSgt Michael Brockett, Contracting Officer michael.brockett.2@us.af.mil Phone: 6238562737

Secondary Point of Contact:

Ms. Sara Lackey Services Team Lead Sara.lackey.2@us.af.mil Phone: 6238563446 draft Lease Outgrant - 2 Apr 2015.docx Lease No.___________________

LEASE NO. GOES HERE

DEPARTMENT OF THE AIR FORCE

LEASE TO

(lessee name)

AT

(Installation name)

(city and State)

(hereinafter referred to as the “Installation”)

TABLE OF CONTENTS

PREAMBLE 8

BASIC TERMS 9

1. TERM 9

2. RENT 9

3. CORRESPONDENCE 10

4. USE OF LEASED PREMISES 11

5. DEFAULT, REMEDIES, AND TERMINATION 11

OPERATION OF THE PREMISES 13

6. EASEMENTS AND RIGHTS OF WAY 13

7. CONDITION OF LEASED PREMISES 13

8. MAINTENANCE OF LEASED PREMISES 13

9. TAXES 14

10. INSURANCE 14

11. ALTERATIONS 17

12. COSTS OF UTILITIES/SERVICES 17

13. RESTORATION 18

CHANGES IN OWNERSHIP OR CONTROL 18

14. TRANSFER OR ASSIGNMENT 18

15. LIENS AND MORTGAGES 18

ENVIRONMENT 19

16. ENVIRONMENTAL PROTECTION 19

17. ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT 20

18. SAFETY, HAZARDOUS MATERIALS, AND WASTE MANAGEMENT 20

19. HISTORIC PRESERVATION 21

20. INSTALLATION RESTORATION PROGRAM (IRP) 21

21. ENVIRONMENTAL BASELINE SURVEY/CONDITION OF PROPERTY 23

GENERAL PROVISIONS 23

22. GENERAL PROVISIONS 23

23. SPECIAL PROVISIONS 26

24. RIGHTS NOT IMPAIRED 26

25. APPLICABLE LAWS 27

26. AVAILABILITY OF FUNDS 28

27. CONGRESSIONAL REPORTING 28

28. AMENDMENTS 29

29. GENERAL INDEMNIFICATION BY LESSEE 29

30. ENTIRE AGREEMENT 30

31. CONDITION AND PARAGRAPH HEADINGS 30

32. STATUTORY AND REGULATORY REFERENCES 30

33. PRIOR AGREEMENTS 30

34. LIST OF EXHIBITS 30

LIST OF EXHIBITS

Exhibit A Map of Leased Premises

Exhibit B Legal Description of Leased Premises

Exhibit C Non-Exclusive List of Outgrants

Exhibit D Physical Condition Report

Exhibit E Environmental Baseline Survey/Environmental Baseline Survey Waiver

As needed:

Exhibit F Operating Agreement

Exhibit G Utility Sales Contract

Exhibit H Areas of Special Notice

Exhibit I Notice of Hazardous Substances

Exhibit J Lead-Base Paint Disclosure

LEASE OF PROPERTY

AT (NAME AND LOCATION OF INSTALLATION)

PREAMBLE

THIS LEASE OF PROPERTY (“Lease”) is made by and between THE UNITED STATES OF AMERICA, acting by and through THE SECRETARY OF THE AIR FORCE (the “Secretary” or the “Government”) and ___________________, a corporation created under the laws of the state of __________, with offices located at (address)____________________ (“Lessee”). The Government and the Lessee may sometimes be referred to jointly as the “Parties,” and each separately may be referred to as a “Party.”

RECITAL

The Secretary, under authority contained in 10 U.S.C. § 2667, has determined that: (i) the Leased Premises are not excess property as defined by the Federal Property and Administration Services Act of 1949, as amended (40 U.S.C. § 102(e)), and are not at this time needed for other public use; (ii) a lease of the Leased Premises is advantageous to the United States; and (iii) a lease of the Leased Premises on the terms set forth in this Lease is in the public interest.

NOW, THEREFORE, the Government, by virtue of the authority conferred by law, for the consideration set out below, hereby leases to the Lessee and the Lessee agrees to lease the real property as more specifically shown on the map in Exhibit A and described by legal description in Exhibit B to this Lease (the “Leased Premises”), which consists of (describe location and/or permanent structures), for the purpose of __________ (Add any additional descriptive explanations), AND GRANTS TO LESSEE the right to gain access to the Leased Premises through a route or routes designated from time to time by the Government including use of (i) streets, driveways, sidewalks, and walkways on the Installation for purposes of pedestrian and vehicular ingress and egress to and from the Leased Premises which lead to the Leased Premises. The Government reserves the right to change, modify, eliminate, or temporarily close any portion or portions of streets, driveways, sidewalks, walkways, and internal portions of the area. Provided, however, the Government agrees that it will not change, modify, eliminate, or temporarily close such streets, driveways, sidewalks, walkways, and internal portions of the area in a manner that unreasonably interferes with Lessee’s use or value of the Leased Premises under this Lease.

RESERVING, HOWEVER, unto the Government general access over, under, across, and through the Leased Premises for the purpose of accessing, using, operating, and maintaining any Government real or personal property, facilities, fixtures, equipment, utilities, or the like located on, beneath, or adjacent to the Leased Premises.

BASIC TERMS

THIS LEASE is granted subject to the following conditions:

1. TERM

1.1. Term. The term of this Lease shall be _____ years commencing XX MON YEAR (“Term Beginning Date”) and ending XX MON YEAR (“Term Expiration Date”) unless sooner terminated (option: or renewed in accordance with the terms contained in this Lease). The period from the Term Beginning Date through the Term Expiration Date shall be referred to as the “Lease Term.”

1.2. Delivery of Possession. The Government shall deliver and the Lessee shall accept possession of the Leased Premises on the Term Beginning Date.

1.3. (Optional - Lease Renewal. Lessee shall have the right to renew this Lease at the end of the Lease Term for an additional ____-year term (“Lease Renewal Term), provided the Lessee is not in default of any of its obligations under this Lease. The terms and conditions of the Lease during the Lease Renewal Term shall be the same terms and conditions contained in this Lease with the exception of rent and any changes to comply with intervening changes to statutory authority. The rent for Lease Renewal Term shall be fixed at the then fair market value of the Premises for the Lease Renewal Term and subject to the Annual Base Rent Increase provided in Condition 2.2. Lessee shall notify the Government of its intent to renew the Lease twelve (12) months prior to the Term Expiration Date. Lessee’s failure to timely notify the Government of its intent to renew the Lease or failure on the part of the Parties to reach agreement on rent for the Lease Renewal Term within three (3) months of the Term Expiration Date shall result in termination of this Lease on the Term Expiration Date.

2. RENT

2.1. Base Rent. The Government shall receive rent (“Base Rent”)

Choose an option to complete the sentence:

of (spell out amount) dollars ($numerical amount.00) per annum, in advance on or before the first day of the calendar year, commencing on the Term Beginning Date, and in a single lump sum. The first payment shall be pro rata from the Term Beginning Date to the end of that calendar year. All payments which may be due from this Lease shall be made payable to the Treasurer of the United States Special Funds Receipts Account 9751895700 and forwarded by the Lessee directly to (Installation real property office address).

in the form of in-kind consideration equal to the amount of determined fair market rental value. The first amount shall be pro rata from the Term Beginning Date to the end of that calendar year. All in-kind considerations which may be due from this Lease shall be approved and verified on an annual basis through (Installation real property office address).

2.2. Annual Base Rent Increase. Beginning on the first anniversary of the Term Beginning Date and continuing on each anniversary of the Term Beginning Date thereafter, the amount of the Base Rent shall be increased by three (3) percent.

2.3. Late Charges and Default Interest. If any installment of Rent is not paid within ten (10) business days after its due date, then such arrearage shall, consistent with the Debt Collection Act of 1982 (31 U.S.C. § 3717), (i) bear 5% interest from the due date for amounts past due to the federal government until paid in full; (ii) include an administrative charge to cover the costs of processing and handling delinquent debts; and (iii) include an assessment of an additional 5% penalty charge on any portion of a debt that is more than 90 days past due.

2.4. Rent Payments. All Rent shall be paid without deduction, offset, prior notice, or demand as directed pursuant to this Lease.

3. CORRESPONDENCE

3.1. Notices. Whenever the Government or the Lessee shall desire to give or serve upon the other, a notice or other communication shall be sent to the regular mailing address for the parties specified below.

If to the Lessee:

(Lessee Mailing Address)

With a copy to:

(Lessee “Copy To” Mailing Address)

If to the Government:

(Installation Mailing Address)

With a copy to:

AFCEC/CIT

(Current Mailing Address)

4. USE OF LEASED PREMISES

4.1. Permitted Uses. Describe Use. (Detailed description of premises use. Note: if Use description is extremely detailed and/or lengthy, state Use in simple terms in this text and explain the complexity of Use in an Operating Agreement as Exhibit F) and for no other purposes, subject, however, to all applicable provisions of this Lease. Lessee’s use of the Leased Premises shall comply, at Lessee’s sole cost and expense, with all Applicable Laws. The Lessee shall not use or occupy the Leased Premises in any manner that is unlawful, dangerous, or that results in waste, unreasonable annoyance, or a nuisance to the Government.

4.2. Government Right of Access. Any agency of the United States, its officers, agents, employees, contractors, and subcontractors may enter upon the Leased Premises at all times for any purposes not inconsistent with the Lessee’s quiet use and enjoyment thereof under this Lease, including but not limited to confirming compliance by the Lessee with the terms of this Lease. The Government normally will enter the Leased Premises during regular business hours and give the Lessee at least twenty four (24) hours prior notice of its intention to do so, unless it determines the entry is required for safety, environmental, operations, or mission security purposes. The Lessee shall have no claim on account of any entries against the United States or any officer, agent, employee, contractor, or subcontractor thereof.

5. DEFAULT, REMEDIES, AND TERMINATION

5.1. Events of Default. Any one or more of the following shall constitute an event of default (“Event of Default”) under this Lease by the Lessee:

5.1.1. Lessee’s failure to comply with any provision of this Lease, where such failure to comply continues for thirty (30) days after delivery of written notice thereof by the Government to the Lessee. If, however, such default is not reasonably susceptible to cure within such thirty (30) day period, the Lessee shall have such longer period as may be approved in writing in advance by the Government, which approval shall not be unreasonably withheld, conditioned or denied, to cure such default so long as the Lessee commences curing such default within the initial thirty (30) day period and diligently prosecutes such cure to completion in accordance with a schedule approved in writing by the Government, which approval shall not be unreasonably withheld, conditioned or denied.

5.1.2. Lessee’s failure to pay Rent, when due and such failure remains uncured for a period of ten (10) days after written notice to the Lessee by the Government of the Lessee’s failure to pay.

5.2. Excusable Delay. No Event of Default shall be deemed to have occurred for any period of time during which an “Excusable Delay,” as defined in Paragraph 22.16, exists or the Lessee and the Government are attempting to resolve a dispute about an alleged default as provided in Paragraphs 5.1 or 5.2. For an Excusable Delay, the Lessee’s period for cure shall be tolled for the period of time that the Excusable Delay exists. For a dispute, if, pursuant to the dispute resolution procedures set forth in Paragraph 5.5, a default is determined to have occurred, the Lessee’s period for cure shall not begin until the day after the final decision on the dispute is issued, and such default shall not become an Event of Default until any applicable cure period has expired.

5.3. Termination. This Lease may be terminated as follows:

5.3.1. The Government may terminate this Lease without cost or liability to the Government upon written notice to the Lessee that an Event of Default exists and remains uncured in accordance with the terms and conditions of Paragraph 5.1. Such notice shall be referred to as a “Default Termination Notice” and shall be effective as of the date specified therein, which shall be at least five (5) but not more than thirty (30) days after its receipt by the Lessee.

5.3.2. Either the Government or the Lessee may terminate this Lease upon written notice to the other Party in the event of extensive damage or destruction of all or part of the Leased Premises.

5.3.3. The Secretary of the Air Force may terminate this Lease at will.

5.4. Lessee Waiver of Suits and Claims. The Lessee hereby waives any claims or suits against the Government arising out of any termination of this Lease pursuant to Paragraph 5.3.

5.5. Disputes.

5.5.1. Except as otherwise provided in this Lease, any dispute between the Government and the Lessee arising under or related to this Lease involving $10,000 (exclusive of interest) or less shall be decided by the Air Force Civil Engineer Center (AFCEC) Director ("Director") of the Installations Directorate (AFCEC/CI). The Director shall reduce his or her decision to writing and mail or otherwise furnish a copy to the Lessee. With respect to any such dispute, the Lessee agrees that the decision of the Director shall be final and conclusive and shall not be appealable or otherwise subject to challenge.

5.5.2. The Lessee and the Government agree that the following procedures constitute the administrative procedures that must be exhausted with respect to any dispute arising under or related to this Lease involving more than $10,000 (exclusive of interest) before the Lessee or the Government may pursue any other remedy that is available to it pursuant to this Lease or law.

5.5.2.1. Any dispute involving more than $10,000 (exclusive of interest) shall be decided by the Director of AFCEC/CI. The Director shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Lessee. The decision of the Director shall be final and conclusive unless, within thirty (30) calendar days from the date of receipt of the decision, the Lessee appeals the decision, by certified mail, to the Deputy Assistant Secretary of the Air Force for Environment, Safety, and Infrastructure (SAF/IEE) and delivers a copy of its appeal to the Director by certified mail.

5.5.2.2. SAF/IEE shall render a decision by a date mutually agreed upon by the Parties. Either Party shall have the right to appeal the decision of SAF/IEE or his or her authorized representative to a court of competent jurisdiction in a timely manner; otherwise, the decision of SAF/IEE shall be final.

OPERATION OF THE PREMISES

6. EASEMENTS AND RIGHTS OF WAY

6.1. Lease Subject to Existing Easements. This Lease shall be subject to all existing easements, rights in the nature of easements, rights of way, licenses, and other property rights and interests (collectively, “Outgrants”), whether of public record or not, for any purpose with respect to the Leased Premises. A non-exclusive list of the Outgrants is attached as Exhibit C hereto. The Government shall have the right to reserve unto itself, or to grant to third parties, additional Outgrants. However, any such additional Outgrants shall not unreasonably interfere with the Lessee’s use under this Lease or the value of the Leased Premises.

7. CONDITION OF LEASED PREMISES

7.1. Condition of Premises. The Lessee has inspected, knows, and accepts the condition and state of repair of the Leased Premises. It is understood and agreed that the Leased Premises are leased in an “as-is, where-is” condition, without any representation or warranty by the Government concerning their condition, and without obligation on the part of the Government to make any alterations, repairs, or additions.

7.2. Physical Condition Report. A physical condition report (“PCR”) has been jointly prepared and signed by representatives of the Government and the Lessee and is attached as Exhibit D hereto. The PCR sets forth the agreed physical appearance and condition of the Leased Premises on the Term Beginning Date as determined from a joint inspection by the Parties. A separate PCR for the Leased Premises will be prepared by the Government, within ten (10) days after the expiration or earlier termination of this Lease (“Final PCR”). The Final PCR will be used by the Government to determine whether the Lessee has fulfilled its obligations to maintain and restore the Leased Premises under this Lease, including without limitation, Paragraph 13 and Paragraph 16.

8. MAINTENANCE OF LEASED PREMISES

8.1. Maintenance of Leased Premises. The Lessee, at no expense to the Government, shall at all times preserve, maintain, repair, and manage the Leased Premises, Leased Premises Improvements, and Lessee Equipment in an acceptable, safe, and sanitary condition in accordance with this Lease.

8.2. Damage to Government Property. If the Lessee damages or destroys any real or personal property of the Government, then the Lessee shall promptly repair or replace such real or personal property to the reasonable satisfaction of the Government. In lieu of such repair or replacement, the Lessee shall, if so required by the Government, pay to the Government money in an amount sufficient to compensate for the loss sustained by the Government by reason of damage or destruction of Government property, including natural resources.

9. TAXES

9.1. Lessee Payment of Taxes. The Lessee shall pay to the proper authority, when and as the same become due and payable, all taxes, assessments, and similar charges which, at any time during the term of this Lease may be imposed on the Lessee or the Leased Premises.

10. INSURANCE

10.1. Risk of Loss. The Grantee shall, in any event and without prejudice to any other rights of the Government, bear all risk of loss or damage or destruction to the Premises, including any buildings, improvements, fixtures, or other property thereon, arising from any causes whatsoever, with or without fault by the Government; provided, however, the Government shall not be relieved of responsibility for loss or damage that is solely the result of the gross negligence or willful misconduct of the Government to the extent such loss or damage is not covered by coverage of insurance required under this Lease.

10.2. Insurance Coverage. During the entire period this Lease shall be in effect, the Grantee, at no expense to the Government, will carry and maintain, and as appropriate, require any contractor performing work on the Premises to carry and maintain, the following at no expense to the Government, the following insurance coverages:

10.2.1. Property insurance coverage against loss or damage by open perils or its equivalent, including fire, in an amount not less than One Hundred Percent (100%) of the full replacement cost of the buildings, building improvements, improvements to the land, fixtures, and personal property on the Premises. The policies of insurance carried in accordance with this Condition shall contain a “Replacement Cost Endorsement.” Such full replacement cost shall be determined from time to time, upon the written request of the Government or the Grantee, but not more frequently than once in any twentyfour (24) consecutive calendar month period (except in the event of substantial changes or alterations to the Premises undertaken by the Grantee as permitted under the provisions of the Lease).

10.2.1.1. If the Premises are located in an area that is prone to suffer property loss and damage from earthquake, flood, windstorm, or rainstorm, a special risks or perils endorsement from a commercial insurer or from a State or Federal program, in such amounts and with such limitations and retentions satisfactory to the Government.

10.2.2. Commercial general liability insurance, on an occurrence basis, insuring against claims for bodily injury, death and property damage, occurring upon, in or about the Premises, including any building thereon and sidewalks, streets, passageways and interior space used to access the Premises. Such insurance must be effective at all times throughout the Lease Term, with limits of not less than single limit minimum coverage of $5 million each occurrence and $10 million aggregate, and include coverage for fire, legal liability, and medical payments. This coverage may be provided under primary liability and umbrella excess liability policies,

10.2.2.1. An ISO business auto policy or its equivalent, covering bodily injury, death and property damage arising from covered auto Symbol 1 (“any auto”) or its equivalent, with limits of at least $5 million each occurrence. All liability policies shall be primary and non-contributory to any insurance maintained by the Government.

10.2.3. If there is an airport operator on the Premises, airport operator’s liability insurance, including, but not limited to, insurance against contractual liability assumed under this Lease by the Grantee, with respect to claims or causes of action arising in connection with use of the Premises and improvements thereon as an airfield or airport, affording protection with limits of liability of $100 million.

10.2.4. If and to the extent required by law, Workers’ compensation or similar insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against the Government or the Grantee, in form and amounts required by law (statutory limits), and employers’ liability, with limits of $5 million each coverage and policy limit.

10.3. General Requirements. All insurance required by this Lease shall be: (i) effected under valid and enforceable policies, in such forms and amounts required under this Lease; (ii) underwritten by insurers authorized to underwrite insurance in the State where the Premises are located, and must have a rating of at least B+ by the most recent edition of Best’s Key Rating Guide; (iii) provide that no reduction in amount or material change in coverage thereof shall be effective until at least sixty (60) days after receipt by the Government of written notice thereof; (iv) provide that any cancellation of insurance coverage based on nonpayment of the premium shall be effective only upon ten (10) days’ written notice to the Government; (v) provide that the insurer shall have no right of subrogation against the Government; and (vi) be reasonably satisfactory to the Government in all other respects. The Government shall appear in all policies as _____________(address & contact info). In no circumstance will the Grantee be entitled to assign to any third party rights of action that the Grantee may have against the Government. The Grantee understands and agrees that cancellation of any insurance coverage required to be carried and maintained by the Grantee or contractor under this Lease will constitute a failure to comply with the terms of the Lease, and the Government shall have the right to terminate the Lease upon receipt of any such cancellation notice, but only if the Grantee fails to cure such noncompliance to the extent allowed.

10.4. Commercial general liability and business auto liability insurance required pursuant to this agreement shall be maintained for the limits specified, and shall provide coverage for the mutual benefit of the Grantee and the Government as an additional insured with equal standing with the named insured for purposes of submitting claims directly with the insurer. Property policies will provide for the Government as a loss payee to the same coverage as the named insured.

10.5. Evidence of Insurance. The Grantee shall deliver or cause to be delivered upon execution of this Lease (and thereafter not less than fifteen (15) days prior to the expiration date of each policy furnished pursuant to this Lease), at the Government’s option, a certified copy of each policy of insurance required by this Lease, or a certificate of insurance evidencing the insurance and conditions relating thereto required by this Lease, in a form acceptable to the Government, and including such endorsements necessary.

10.6. Damage or Destruction of Premises. In the event all or part of the Premises is damaged (except de minimis damage) or destroyed, the Grantee shall promptly give notice thereof to the Government and the Parties shall proceed as follows:

10.6.1. In the event that the Government in consultation with the Grantee determines that the magnitude of damage is so extensive that the Premises cannot be used by the Grantee for its operations and the repairs, rebuilding, or replacement of the Premises cannot reasonably be expected to be substantially completed within three (3) months of the occurrence of the casualty (“Extensive Damage or Destruction of Premises”), either Party may terminate this Lease as provided herein. If this Lease is terminated, any insurance proceeds received as a result of any casualty loss to the Premises shall be applied to the restoration of the Premises prior to being afforded to the Grantee.

10.6.2. In the event that the Government in consultation with the Grantee shall determine that Extensive Damage or Destruction of the Premises has not occurred, neither Party shall have the right to terminate this Lease. The Grantee shall, as soon as reasonably practicable after the casualty, restore the Premises as nearly as possible to the condition that existed immediately prior to such loss or damage. Any insurance proceeds received as a result of any casualty loss to the Premises shall be applied first to restoring the damaged area and removing any related debris to the reasonable satisfaction of the Government and second, to repairing, rebuilding, and/or replacing the Premises to the reasonable satisfaction of the Government.

10.6.3. Notwithstanding any other provision of this Lease, the Grantee may, with the prior consent of the Government, self-insure any risk for which insurance coverage is required under this Lease; provided, however, that if the Grantee’s statutory limits of liability or other impediments to the assumption of liability are less than the limits of insurance required in this Lease, the Grantee shall obtain commercial coverage which is sufficient in amount and nature to satisfy the insurance requirements of this Lease when added to any such self-insurance. In order to obtain the consent of the Government to self-insure, the Grantee shall provide the Government with a writing setting forth the limitations and impediments, if any, to which the Grantee’s self-insurance is subject, the Grantee’s source of funds to pay any claim from any risk for which insurance is required under this Lease, and any other information which the Government may require to assess the Grantee’s request. If commercial insurance is required for any purpose, the total amount of commercial insurance and self-insurance shall meet the dollar limitations provided in this Lease.

11. ALTERATIONS

11.1. Leased Premises Improvements. Lessee shall, at its sole cost and expense, undertake, construct, repair or replace Leased Premises Improvements. Improvements must be pre-approved by the installation commander or his designee, whose approval will not be unreasonably withheld. Improvements must comply with all applicable federal and state law and regulations.

11.2. Government Approval of Certain Construction Related Matters. All matters of ingress, egress, contractor haul routes, construction activity, and disposition of excavated material in connection with this Lease shall be approved in advance by the Government.

11.3. Lessee Installation of Machinery, Lessee Equipment and Removable Fixtures. During the Lease Term, the Lessee shall have the right at its sole cost and expense, to install such of its own machinery and equipment, to make improvements, and to attach such removable fixtures including but not limited to Lessee Equipment in, on, below or upon the Leased Premises as may be necessary for its use of the Leased Premises pursuant to this Lease; and to remove such machinery, Lessee Equipment, minor improvements, and removable fixtures at any time prior to the expiration or earlier termination by the Lessee of this Lease. In the event of termination of this Lease by the Government, and pursuant to Paragraph 5, the Lessee shall have a reasonable period of time following the effective termination date to remove such property including Lessee Equipment.

11.3.1. The installation of Lessee Equipment shall be done in accordance with existing federal, State, and local codes, including the National Electrical Code and other codes that directly relate to the construction, installation, operation and maintenance of communication equipment. If codes differ, the more stringent code shall apply.

11.4. Title to Leased Premises Improvements and Lessee Equipment. Subject to Paragraph 13, title to all Leased Premises Improvements and Lessee Equipment shall be vested in the Lessee throughout the Lease Term.

11.5. Airfield Construction. Any new construction or alteration shall comply with any applicable Air Force requirements, such as clear zones.

12. COSTS OF UTILITIES/SERVICES

12.1. Utilities and Services. The Lessee shall be responsible for all utilities, janitorial services, refuse collection, and building and grounds maintenance of the Leased Premises without cost to the Government.

13. RESTORATION

13.1. Lessee’s Removal Obligation. No later than sixty (60) days after the Lease Termination Date, the Lessee shall remove all of the Leased Premises Improvements, Lessee Equipment, and any personal property from the Leased Premises and restore the Leased Premises to the reasonable satisfaction of the Government.

13.2. Government Restoration of Leased Premises. If (i) the Lessee fails, refuses, or neglects to satisfy its removal and restoration obligations pursuant to this Paragraph 13, The remaining Lessee Equipment and all Leased Premises Improvements shall at the option of the Government either become property of the Government and/or be removed or destroyed by the Government and the Premises restored at the expense of the Lessee. No claim for damages against the Government, its officers, employees, agents, or contractors shall be created by or accrue on account of such removal and/or destruction and restoration work pursuant to this Paragraph. The Lessee shall reimburse the Government for any expenses it incurs to restore the Leased Premises to the condition required by this Paragraph 13 within thirty (30) days after the Government provides written notice to Lessee of the reimbursement amount together with reasonable documentary support for the requested reimbursement amount.

CHANGES IN OWNERSHIP OR CONTROL

14. TRANSFER OR ASSIGNMENT

14.1. Right to Assign. The Lessee shall not assign this Lease or any interest therein in any property on the Leased Premises without the prior written consent of the Government.

14.1.1. Any assignment granted by the Lessee shall be consistent with all of 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 the Government to the Lessee or any assignee. Under any assignment made, with or without consent, the assignee shall be deemed to have assumed all of the obligations of the Lessee under this Lease. No assignment shall relieve the Lessee of any of its obligations hereunder including its obligation to pay Rent.

15. LIENS AND MORTGAGES

15.1. Prohibition Against Lessee Mortgage of Leased Premises. The Lessee shall not: (i) engage in any financing or other transaction creating any mortgage or security interest upon the Leased Premises; (ii) place or suffer to be placed upon the Leased Premises any lien or other encumbrance; (iii) suffer any levy or attachment to be made on the Lessee’s interests in the Leased Premises; or (iv) pledge, mortgage, assign, encumber, or otherwise grant a security interest in the Leased Premises or the rents, issues, profits, or other income of the Leased Premises.

ENVIRONMENT

16. ENVIRONMENTAL PROTECTION

16.1. Compliance with Applicable Laws. The Lessee shall comply with all Applicable Laws that are or may become applicable to Lessee’s activities on the Leased Premises.

16.2. Environmental Permits. The Lessee shall obtain at its sole cost and expense any environmental and other necessary permits required for its operations under this Lease, independent of any existing permits.

16.3. Indemnification. The Lessee shall indemnify, defend, save, and hold harmless the Government from any claims for damages, response, remediation, or other costs, expenses, liabilities, fines, or penalties resulting in any way from releases, discharges, emissions, spills, storage, handling, disposal, or any other acts or omissions by the Lessee, its officers, agents, employees, contractors, subcontractors, or any Sublessees or licensees, or the invitees of any of them, giving rise to Government liability, civil or criminal, or responsibility under Applicable Laws.

16.3.1. This Paragraph 16.3 shall survive the expiration or termination of this Lease, and the Lessee’s obligations under this Paragraph 16.3 shall apply whenever the Government incurs costs or liabilities of the types described in this Paragraph 16.

16.4. Government Caused Environmental Damage. Notwithstanding any other provision of this Lease to the contrary, and except as provided in this Paragraph 16, the Lessee, as between the Parties, does not assume any liability (including liability to third parties) or responsibility for environmental impacts and damage caused by the Government.

16.4.1. This Paragraph 16 does not relieve the Lessee of any obligation or liability the Lessee might have or acquire with regard to third parties or regulatory authorities by operation of law.

16.4.2. This Paragraph 16 shall survive the expiration or termination of this Lease.

16.5. Records Maintenance and Accessibility. The Government’s rights under this Lease specifically include the right for Government officials to inspect the Leased Premises, upon reasonable notice as provided under Paragraph 4.3, for compliance with Applicable Laws, including environmental laws, rules, regulations, and standards. Such inspections are without prejudice to the right of duly constituted enforcement officials to make such inspections. Violations identified by the Government will be reported to the Lessee and to appropriate regulatory agencies, as required by Applicable Law. The Lessee will be liable for the payment of any fines and penalties that may be imposed as a result of the actions or omissions of the Lessee.

16.6. Lessee Response Plan. The Lessee shall comply with all base plans and regulations for responding to hazardous waste, fuel, and other chemical spills.

16.7. Pesticide Management. Any pesticide use will require prior Government approval.

16.8. Compliance with Water Conservation Policy. The Lessee will comply with the Installation water conservation policy, as amended from time to time (to the extent that such policy exists and the Lessee receives copies thereof), from the Term Beginning Date through the Term Expiration Date.

16.9. Protection of Environment and Natural Resources. The Lessee will use all reasonable means available to protect environmental and natural resources, consistent with Applicable Laws and this Lease. Where damage nevertheless occurs, arising from the Lessee’s activities, the Lessee shall be fully liable for any such damage.

16.10. Pesticides and Pesticide Related Chemicals in Soil. The Lessee acknowledges that the surface soil on the Leased Premises may contain elevated levels of pesticides and pesticide-related chemicals applied in the normal course of maintaining the Leased Premises. The Lessee shall manage all such soil on the Leased Premises in accordance with the requirements of any Applicable Laws. The Government will not be responsible for injury or death of any person affected by such soil conditions whether the person is warned or not.

17. ASBESTOS-CONTAINING MATERIALS AND LEAD-BASED PAINT

17.1. ASBESTOS-CONTAINING MATERIALS (ACM). The Lessee is warned that the Leased Premises may contain current and former improvements, such as buildings, facilities, equipment, and pipelines, above and/or below the ground, that may contain ACM. The Government is not responsible for any handling, removal or containment of asbestos or ACM, or to the extent consistent with applicable law, for any liability related thereto.

17.2. LEAD-BASED PAINT (LBP). The Lessee recognizes and acknowledges that LBP materials may be present on exterior and interior surfaces of facilities within the Leased Premises or in the soil. The Lessee will be responsible at its sole cost and expense for the management, maintenance, removal and disposal of all LBP either located in or attributable to the Leased Premises Improvements. Removal and disposal of LBP must be carried out in compliance with all Applicable Laws.

18. SAFETY, HAZARDOUS MATERIALS, AND WASTE MANAGEMENT

18.1. Compliance With Health and Safety Plan. The Lessee agrees to comply with the provisions of any health or safety plan in effect under the IRP (to the extent the Lessee has received notice thereof), or any hazardous substance remediation or response agreement of the Government with environmental regulatory authorities (to the extent the Lessee receives notice thereof if the agreement is not of public record) during the course of any of the response or remedial actions described in Paragraph 20.3. Any inspection, survey, investigation, or other response or remedial action will, to the extent practicable, be coordinated with representatives designated by the Lessee. The Lessee and any assignees, licensees, or invitees shall have no claim on account of such entries against the United States or any officer, agent, employee, contractor, or subcontractor thereof, except to the extent permitted under federal law, including the Federal Tort Claims Act.

18.2. Occupational Safety and Health. The Lessee must comply with all Applicable Laws relating to occupational safety and health, the handling and storage of hazardous materials, and the proper generation, handling, accumulation, treatment, storage, disposal, and transportation of hazardous wastes.

19. HISTORIC PRESERVATION

19.1. The Lessee shall not remove or disturb, or cause or permit to be removed or disturbed, any historical, archeological, architectural, or other cultural artifacts, relics, remains, or objects of antiquity. In the event such items are discovered on the Leased Premises, the Lessee shall immediately notify the Government and protect the site and the material from further disturbance until the Government gives clearance to proceed.

20. INSTALLATION RESTORATION PROGRAM (IRP)

20.1. IRP Records. On or before the Term Beginning Date, the Government shall provide the Lessee access to the IRP records applicable to the Leased Premises, if any, and thereafter shall provide to the Lessee a copy of any amendments to or restatements of the IRP records affecting the Leased Premises. The Lessee expressly acknowledges that it fully understands the potential for some or all of the response actions to be undertaken with respect to the IRP may impact the Lessee’s quiet use and enjoyment of the Leased Premises. The Lessee agrees that notwithstanding any other provision of this Lease, the Government shall have no liability to the Lessee or its Sublessees should implementation of the IRP or other hazardous waste cleanup requirements, whether imposed by law, regulatory agencies, or the Government or the Department of Defense, interfere with the Lessee’s or its Sublessee’ use of the Leased Premises. The Lessee shall have no claim or cause of action against the United States, or any officer, agent, employee, contractor, or subcontractor thereof, on account of any such interference, whether due to entry, performance of remedial or removal investigations, or exercise of any right with respect to the IRP or under this Lease or otherwise.

20.2. Government Right of Entry. The Government and its officers, agents, employees, contractors, and subcontractors shall have the right, upon reasonable notice to the Lessee, to enter upon the Leased Premises for the purposes enumerated in this Paragraph.

20.2.1. To conduct investigations and surveys, including, where necessary, drilling, soil and water samplings, testpitting, testing soil borings, and other activities related to the IRP;

20.2.2. To inspect field activities of the Government and its contractors and subcontractors in implementing the IRP;

20.2.3. To conduct any test or survey related to the implementation of the IRP or environmental conditions at the Leased Premises or to verify any data submitted to the EPA or the State Environmental Office by the Government relating to such conditions; and

20.2.4. To construct, operate, maintain, or undertake any other response or remedial action as required or necessary under the IRP, including, but not limited to, monitoring wells, pumping wells, and treatment facilities. Any investigations and surveys, drilling, testpitting, test soil borings, and other activities undertaken pursuant to this Subparagraph 20.2.4 shall be conducted in a manner that is as inconspicuous as practicable. Any monitoring wells, pumping wells, and treatment facilities required pursuant to this Paragraph 20.2.4 shall be designed and installed to be as inconspicuous as practicable. The Government shall attempt to minimize any interference with the Lessee’s quiet use and enjoyment of the Leased Premises arising as the result of such wells and treatment facilities. The Government shall, subject to the availability of appropriations therefor, repair any damage caused by its exercise of the rights in this Paragraph.

20.3. ACCESS FOR RESTORATION

20.3.1. Nothing in this Lease shall be interpreted as interfering with or otherwise limiting the right of the Air Force and its duly authorized officers, employees, contractors of any tier, agents, and invitees to enter upon the Premises for the purposes enumerated in Paragraph 20.3 and for such other purposes as are consistent with the provisions of an Federal Facility Agreement (FFA) or required to implement the IRP conducted under the provisions of 10 U.S.C. §§ 2701-2705. The Lessee shall provide reasonable assistance to the Air Force to ensure Air Force’s activities under this Paragraph 20.3 do not damage property of the Lessee on the Premises.

20.3.2. The USEPA and state of (State), including their subordinate political units, and their duly authorized officers, employees, contractors of any tier, and agents may, upon reasonable notice to the Lessee and with Air Force’s consent, enter upon the Premises for the purposes enumerated in Paragraph 20.3 and for such other purposes as are consistent with the provisions of an FFA. The Lessee shall provide reasonable assistance to USEPA and the State to ensure their activities under this Paragraph 20.3 do not damage property of the Lessee on the Premises.

21. ENVIRONMENTAL BASELINE SURVEY/CONDITION OF PROPERTY

21.1. An Environmental Baseline Survey (“EBS”) for the Leased Premises dated __________ has been delivered to the Lessee and is attached as Exhibit E hereto. The EBS sets forth those environmental conditions and matters on and affecting the Leased Premises on the Term Beginning Date as determined from the records and analyses reflected therein. The EBS is not, and shall not constitute, a representation or warranty on the part of the Government regarding the environmental or physical condition of the Leased Premises, and the Government shall have no liability in connection with the accuracy or completeness thereof. In this regard the Lessee acknowledges and agrees that the Lessee has relied, and shall rely, entirely on its own investigation of the Leased Premises in determining whether to enter into this Lease. A separate EBS for the Leased Premises shall be prepared by the Government, after the expiration or earlier termination of this Lease (“Final EBS”). Such Final EBS shall document the environmental conditions and matters on and affecting the Leased Premises on the Term Expiration Date as determined from the records and analyses reflected therein. The Final EBS will be used by the Government to determine whether the Lessee has fulfilled its obligations to maintain and restore the Leased Premises under this Lease including, without limitation, Paragraph 13 and Paragraph 16.

GENERAL PROVISIONS

22. GENERAL PROVISIONS

22.1. Covenant Against Contingent Fees. The Lessee warrants that it has not employed or retained any person or agency to solicit or secure this Lease upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. Breach of this warranty shall give the Government the right to annul this Lease without liability or in its discretion to recover from the Lessee the amount of such commission, percentage, brokerage, or contingent fee, in addition to the consideration herewith set forth. This warranty shall not apply to commissions payable by the Lessee on the Lease secured or made through bona fide established commercial agencies retained by the Lessee for the purpose of doing business. “Bona fide established commercial agencies” has been construed to include licensed real estate brokers engaged in the business generally.

22.2. Officials Not to Benefit. No Member of, or Delegate to the Congress, or resident commissioner, shall be admitted to any part or share of this Lease or to any benefit that may arise therefrom, but this provision shall not be construed to extend to this Lease if made with a corporation for its general benefit.

22.3. Facility Nondiscrimination. As used only in this Condition, the term “Facility” means lodgings, stores, shops, restaurants, cafeterias, restrooms, and any other facility of a public nature in any building covered by, or built on land covered by, this Lease.

22.3.1. The Lessee agrees that it will not discriminate against any person because of race, color, religion, sex, or national origin in furnishing, or by refusing to furnish, to such person or persons the use of any Facility, including any and all services, privileges, accommodations, and activities provided on the Leased Premises. This does not require the furnishing to the general public the use of any Facility customarily furnished by the Lessee solely for use by their guests and invitees.

22.3.2. The Parties agree that in the event of the Lessee’s noncompliance, the Government may take appropriate action to enforce compliance, and may terminate this Lease for default and breach as provided in Paragraph 6, or may pursue such other remedies as may…