Tab 8 - Edwards RFLP Appendix G_ RFLP No. AFCEC-27-R-0001.pdf

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Request for Lease Proposal No. AFCEC-27-R-0001

Appendix G

United States Department of the Air Force

Air Force Civil Engineer Center Installations Directorate

(AFCEC/CI)

Enhanced Use Leasing Project

Edwards Air Force Base

Request for Lease Proposal (RFLP)

Appendix G

Non-Binding Term Sheet

RFLP No. AFCEC-27-R-0001

Appendix G

APPENDIX G

NON-BINDING TERM SHEET

Edwards Leasing

Project Enhanced Use

Lease Non-Binding

Term Sheet

This Enhanced Use Lease (EUL) Non-Binding Term Sheet (“Term Sheet”) is intended to guide discussions toward successful negotiations of a possible ground lease and certain other related transactional documents to be entered into by and between THE

UNITED STATES OF AMERICA, ACTING BY AND THROUGH THE SECRETARY OF THE AIR FORCE (the

“Government”) and [Enter Name of Offeror], (the “Potential Lessee”) implementing, under the authority of Title 10, United States

Code, Section 2667, that certain real estate development, financing, and management proposal dated [ ] 2026 submitted by the Potential Lessee (the “Proposal”) to fulfill the requirements of the United States Department of the Air Force Request for Lease

Proposal No. AFCEC-27-R-0001 (the “RFLP”) for a mixed-use EUL project (the “Project”) at Edwards Air Force Base (EAFB). This

Term Sheet is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding obligation. No legally binding obligations will be created unless and until a Site Development Lease (“SDL”) is executed and delivered by all the parties. Without limiting the generality of the foregoing, it is the parties’ intent that, until that event, no agreement shall exist among them and there shall be no obligations whatsoever based on such things as parol evidence, extended negotiations, "handshakes," exchanges of emails, or oral understandings, or courses of conduct (including reliance and changes of position).

PROJECT OVERVIEW DESCRIPTION REMARKS

1. PROJECT NAME • Edwards Housing Mix

EUL

• None

2. PROJECT LOCATION • Inside the fence line • None

3. LESSOR • The Government • None

4. POTENTIAL LESSEE • [Offeror] • None

5. AUTHORITY • 10 U.S.C. § 2667 • None

6. LEASED PREMISES DESCRIPTION

[TBD]

• Potential Lessee will be responsible for obtaining an ALTA survey (certified to the

Appendix G

AF) identifying specific acreage and boundaries

7. SDL TERM • [TBD] • Government can agree to a term longer than 5 years if lease is in the public interest

8. CONSIDERATION: BASE RENT • [TBD]

• To be paid annually in cash at the beginning of each term year

• Government required to obtain at least FMV

9. CONSIDERATION: PARTICIPATION

RENT

• [TBD]

• To be paid in arrears after a designated accounting period

• Government preference is some percentage of Potential

Lessee’s revenue

10. TRANSACTION EXPENSES • Potential Lessee shall make a cash payment to the Government at SDL execution in an amount equal to the

Government’s direct costs of the

SDL transaction, which is estimated not to exceed Two Hundred

Thousand Dollars ($250,000.00).

• This payment is separate from and in addition to the fair market rental value of the Leased

Premises. It is not a part of the cash rental consideration for the

SDL

• Authority: 10 USC 2695 and 10 USC 2667(e)(1)(C)(vi)

Appendix G business certificates, legal opinions, etc.

12. DELIVERY CONDITION OF THE

LEASED PREMISES

• AS IS/WHERE IS

• Government makes no express or implied warranties on condition or suitability

• Potential Lessee to evaluate condition during its due diligence

13. LEGISLATIVE JURISDICTION • Entirety of Leased Premises is proprietary jurisdiction

• Allows for development and construction per local regulations and standards

14. ENCUMBRANCES ON THE LEASED

PREMISES

• As per the RFLP • SDL shall be subject to existing encumbrances

• Government reserves the right to grant additional encumbrances

15. PERMITTED USES OF LEASED

PREMISES

• Solely for the purposes of upgrading, developing, constructing, owning, maintaining, and operating improvements for AI Data Center.

• Any other proposed use would require Government approval

• Directly related facilities include pro shop, club house with restaurant/bar, storage and maintenance buildings, etc.

• No additional commercial development, e.g., lodging or resort accommodations

16. POINTS OF INGRESS/EGRESS • Will be established by the installation or the surrounding communities

• Potential Lessee shall be responsible, at its sole cost and expense, for any relocation of the

Installation perimeter fence

• None

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17. EMERGENCY SERVICES • To be provided by local police and fire services

• Any Government furnished emergency services subject to separate agreement

18. UTILITIES • Proposed Lessee must secure all of its own utilities to the Property and pay connection or impact fees

• Must secure sufficient water resources to last for the duration of the SDL

• Government does not intend to provide utilities

• Any Government furnished utilities subject to separate agreement

19. PROJECT DESIGN • Potential Lessee will be required to submit design plans to the

Government for approval

• Normally at certain stages of design completion (e.g., 30%, etc.)

20. PROFESSIONAL CERTIFICATION • Potential Lessee shall ensure that all drawings, specifications, and engineering calculations are certified

• By a licensed architect or professional engineer currently licensed by the State of Florida

21. CONSTRUCTION AND PHASING PLAN • Construction will be in accordance with the Potential

Lessee’s approved construction plan, including any phasing

• Each phase of construction will require a Notice to Proceed from the Government before commencing construction

• Construction plan to include haul routes, staging areas, debris disposition, quality control, other construction-related matters

22. PERMITS • Potential Lessee shall, at its sole expense, obtain all required permits and approvals for construction and operation

• Includes environmental permits

• New construction could require storm water permitting

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23. HISTORIC PROPERTY Unknown

24. PERFORMANCE & PAYMENT BONDS • Prior to the commencement of any phase of construction, the

Potential Lessee shall deliver to the

Government payment and performance bonds from its general contractor to cover that portion of the construction.

• Provide that Government is a co-obligee on the bonds

25. APPLICABLE BUILDING CODES • All development activities shall be in accordance with governing building codes, standards, regulations, and laws that would apply to similar development activities outside the base

• Local/state government having jurisdiction controls governing codes and standards

26. NON-DEVELOPMENT LIMITATIONS • After the first three (3) years of the

Lease Term, the Government shall have the right to terminate the SDL as to any portion of the Leased

Premises that remains substantially undeveloped.

• To avoid having the Leased

Premises encumbered for an extended period of time with no development

27. ENVIRONMENTAL BASELINE

SURVEY (EBS) aka (PHASE I

ENVIRONMENTAL SITE

ASSESSMENT)

• Government certified

Supplemental EBS has been provided to Potential Lessee

• EAFB must recertify the

Supplemental EBS within 6 months prior to SDL execution

28. NATIONAL ENVIRONMENTAL POLICY

(NEPA)

• Potential Lessee responsible for conducting and coordinating NEPA requirements (32 CFR Part 989)

• EA may be required

• Government will provide oversight and approval

29. COMPLIANCE WITH

ENVIRONMENTAL LAWS

• Potential Lessee shall comply with all environmental statutes and federal and state regulations

• Includes Natural and

Cultural preservation, Lead Based Paint and Asbestos

Appendix G removal, Pesticide management, etc.

30. COOPERATION WITH INSTALLATION

RESTORATION PROGRAM (IRP)

• Government has the right to enter the Leased Premises to conduct IRP activities

• Potential Lessee will comply with any health or safety plan under the IRP

• None

31. HAZARDOUS SUBSTANCES

MATERIAL AND

WASTES/ENVIRONMENTAL

COMPLIANCE

• Potential Lessee may not store or release any hazardous substances on the Property

• Must respond and remediate any contamination caused by

Potential Lessee

32. WASTEWATER MANAGEMENT • Potential Lessee shall meet all wastewater discharge standards

• Federal, state and local requirements may apply

33. POTENTIAL LESSEE ORGANIZATION

AND CONTROL

• Potential Lessee must have the organizational chart and entity documents that support ownership and control of Potential Lessee’s entity

• Include all equity owners and shares

34. SUBLEASES/ASSIGNMENTS • Potential Lessee will describe any subleases or assignments contemplated over the life of the

Project

• Potential Lessee shall not sublease, assign or transfer any interest in the SDL without prior written consent of the Government

35. FINANCING • Potential Lessee will demonstrate its ability to fund and complete development of the Leased Premises per the Proposal prior to execution of

SDL

• Identify funding sources

• Government to qualify any lender

• Potential Lessee to provide letter of verification of funds from its financial institution specific to each building/phase as it commences as per

Proposal

Appendix G

36. OPERATING EXPENSES AND REAL

ESTATE TAXES

• Potential Lessee is solely responsible for the payment of all operating expenses, property taxes and assessments

• Includes special assessments, charges imposed in lieu of ad valorem taxes, and all other taxes or charges levied against the Project or assessments levied against the leasehold interest or against activities or operations on the Leased Premises

37. INSURANCE REQUIREMENTS • Potential Lessee shall obtain and maintain coverages as listed in the

RFLP

• Certificates of proof of insurance required to be kept current

• Potential Lessee bears all risk of loss from its activities on the Leased Premises

38. RECORDS • Potential Lessee shall maintain a complete and accurate set of records on the Project

• Government and other duly authorized agencies have right to examine

39. APPLICABLE LAWS AND

REGULATIONS

• Potential Lessee shall comply • Includes federal, state and local laws, and installation rules and regulations

40. SURRENDER OF POSSESSION &

DISPOSITION OF IMPROVEMENTS

• Potential Lessee shall vacate upon SDL expiration or termination

• Potential Lessee shall, at its sole expense, demolish any structures it constructed as directed by Government

• For any buildings or structures constructed by Potential Lessee, Government has the option to retain all or some, and direct the others to be demolished at end of

SDL

41. DEMOLITION RESERVE ACCOUNT ON

IMPROVEMENTS UPON EXPIRATION

OR TERMINATION

• No later than ten (10) years prior to the SDL Expiration Date, the Potential Lessee shall provide a

• Estimated Restoration Costs shall be adjusted upon notice by Government (10 years

Appendix G report to the Government which estimates the cost of removing improvements on the Leased Premises

(“Estimated Restoration Costs”)

• The Potential Lessee shall make annual cash deposits for the last 10 years of the SDL in an amount equal to 1/10th the Estimated Restoration

Costs to a Demolition Reserve Account before SDL expiration) of any improvements it elects not to have demolished and removed

42. BUILDING DEMOLITION

AUTHORIZATION

• Potential Lessee shall coordinate with the Government and the installation shall provide written verification of approval prior to demolition of any existing structures or improvements within the Leased Premises

• None

43. RETAINED AUTHORITY • Installation Commander retains various statutory and regulatory authority over the Leased Premises

44. PRE-CLOSING TEMPORARY

EASEMENT

• The parties shall execute as soon as possible a non-exclusive easement for the purpose of completing due diligence

• Due diligence may include noninvasive studies, investigations, surveys, sampling, and other SDL prerequisite activities

• Government may charge a fee for the easement

45. INTELLECTUAL PROPERY • Potential Lessee shall not use the installation name or other locations owned by the

Appendix G

Government in name, signage or marketing

46. COVERED ENTITIES • AAFES and AFSVS have rights of participation under 10 USC

2667(b)(6)

• AAFES and AFSVS will decline their rights or Government plans to waiver covered entity rights