.151 50? Contract N0. bid-34731 033313163 Marine Corps Base Camp Pendleton UIC - on me new GENERAL PURPOSE omnsn . LEASE BETWEEN THE UNITED STETES 0F . AND SOUTHERN CAUFORNIA EDESON COMPANE A CAUEORNM CGRPOMHON THIS LEASE, executed this 1st day of April 2011, by and between THE UNITED STATES OF AMERICA. acting by and through the Depsront ofthe Navy, hereinafter called the "Goveimnent" and Southern California Edison Company. a. California corporation hereinafter refened to as ?1essee". WITNESSETH: WHEREAS, The Lessee Premises covered by this Lens is under the eonttoi of the Department of the New; and WHEREAS, The tensed Pren?ses is not excess property as de?ned in section 3 of the Fedeml 1 Property and Administrative Sm?oes Act of 1949, as amended, (40 MM): and WHEREAS, The Secretary of the Navy, [torment to the provisions of it} II.S.C. ?2667, has determined that the proposed use of the Lasased Premises, subject to the terms and conditions of this Lease will promote the national defense or he in the public interest. NOW THEREFORE, in consideration of the terms. inn-ensue1 and conditions hereinafter set forth, Government and Lessee hereby agree as fol] owe: 1. W. Government does hereby lease, rent. and dendse to Lessee. and Lessee does helehyhire and teachers the Goan the Leased Premises, as more particularly described audio: shown in ATTACHMENT attached hesoto and made a part hereof, referred to Jsperme Mesa, [ousted on Marine Corps Base, Camp Pendleton hereinafter referred to ss ?Insteiie?on? and with oil tights of access to the Leased Pmmi'ses fol: higress. egress. parking. and utilities as provided in with Paragraphs 9 and 28 below 2. 13%. The term of this Lense shall be for a period of twelve (12) years, one (1) month and 11 days beginning on April 1, and ending on May 12, 2023, unless sooner terminated in. accordance with the provisions of ngraph 13, Termination. 3. QOESIDEEAEQN. Lessee shall pay rent in the amount of $433,830.00 per quarter, unseen nouns (semi - 1 GOVT Lessee 1H: Contract No. N6247310RP00168 Marine Corps Base UIC Moons; payable quslterly in advance. The consideration shall be the Fair Market Rental Value (FMRV) as of the date of the?commencement. The FMRV shall be determined by an independent appraisal to be contracted for by the GOVERNMENT and handed by the JESSE. The GOVERNMENT will contract for the appraisal work and the resulting appraisal will be the proprietary property of the GOVERNMENT. The FMRV shall be the appraised value on approved by the Govenunent. The shall be adjusted on the basis of an appraisal acceptable to the Government in all respects, effective on each calendar year ending in a Zero (0) or ?ve Every ?ve years the annual base rent will be adjusted ss'?otennined by the independent appraisal however, under no circumstances will the WV be less than the preceding annual rent. Any changes of the acreage of the leased property requesmd by the Losses and agmed to by the Govcnuuent shall bring corresponding changes in the rent hose upon per acre rate change. Rent checks shall he made payable to the United States Treating}, citing the Connect Number. The check shall he delivered to the address: onions Navnl Facilities Engineering Command Southwest Attn: Real Estate 1220 Paci?c Highway SanDicgo, CA 9213215190 In lieu of cash payment, the Government has the option to ptu?sue ?st-Kind Consideration? in accordance with 10 U.S.C. 2667, whenever practicable and shall he in the amount not less than the Fair. Market Ronni] ?Value of the leasehold interest as determined by the Donuty Assistant Secrehtry of the Navy (Installations and Facilities.) 4. ll?? 0E EREMISES. A. Bow. The purpose for which the Leased Premises may be used, in the absence of prior written approval by the Government, is for the provision ofmaintehauce, repair, support, and emergency services to San Guo?'e Nuclear Generating Station as well as support to other divisions of Lessee?s company. The lessee understands and acknowledges that this Lease is not and does not coostitute by the Government with regard to any fee title conveyance of the leased Premises, in whole or in part, to Lessee or any agency or instrumentun thereof, or to any sublessec. 13. MW Lessee shall not undertake any activity that may affect a historic or areheological property, including excavation, construction, alteration or repairs of the Premises, without the approval of the Government and compliance with Section 105 of the National Historic Preservation Act, 115 U.S.C. M70, and the Archeologlcel Resources Protection Act of 19?? 9, I6 U.S.C. 54% ea. Buried materials may be present on the Leased Premises. If such models are encotmtered, Lessee shall stop work immediately and notify the Government. The t0! on (some 2 5g: LEW Contract No. N62427310RP00168 Marine Corps Base Camp Pendlotcn M00631 Government has no knowledge of any historical or archeological property on the Leased Realises; in- the event that it becomes aware of such property, the Govenunent will immediately notify the Lessee. The Lessee shall, upon inadvertently discovering Native American human ternains, funerary objects. sacred objects. or object of natural patrimony. as those terms are de?ned in 43 GER. 10.301], {Immediately notify by telephone the Installation Archaeologist at 760-7 25?9738. followed by written continuation. The Lessee shall cease all activityin the area of the inadvertent discover untit directed otherwise by the Installation Archaeologist. Additionally, the Lessee shall make a reasonable effort to protect any such Native American human remai us, funerary objects, sacred objects, or objects of cultural patrimony so discovered. C. W. Lessee shall manage the natural-and cultural resources on the lands leased for their use consistent with the philosophies and supportive of the objectives of the Activity Integrated Natural Resource Management Plan and the Integrated Cultural Resource Management Plan. Lessee shall generate and submit a mortal resources management plan for their leased lands for approval by the installation Amhmiogist within one year of establishment of the lease or renewal. Lessee shall provide annual updates and status of actions and activities identi?ed in their natural resource management plan. losses shall identify any activity that may affect federally regulated researces (listed species, wetlands, waters of the U.S., etc.) and provide infounation and any recoannenrled mid gation measures to support consultation Govenmicnr, and applicable regulatory agencies. 5. I INT AND Ar. Lessee shall neither transfer, assign, or sublet this Lease or any interest therein or any real property on the Leased Premises, or grant any interest, privilege or license whatsoever in connection with this Lease without the prior written consent of the Government. Such consent shall not be unreasonany withheld or delayed. Lessee shall have the right at any time and from time to time to suhjeet Lessee?s interest in any or all of its haprovernents to one orncore mortgages or deeds of trust as security for a loan or loans or other obligations of Lessee (any sash insomnents being herein referred to as a ?mortgage?), provided that: The mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions. and restrictions stated in the Lease and to all lights and interests of the Government except as otherwise provided in this Lease. Lessee shall give the Government prior notice of any such mortgage, and site}! accompany the notice with a one copy of the note and mortgage. B. Any subleasa granted byLessee shall contain a copy of this Lease as an attaotunent and be consistent with the icons and conditions of this Lease and shall ternrhiate immediately upon the expiration or any earlier nitri?cation of this Lease, without any liability on the part of the Government to Lessee or any suhlessee. except as specificaliy provided in this Lease. No sublease mvsso 3 Gov'T . - Contractile. N62473IDRP00163 Maniac Corps Ease Camp Peadleton shall reiieve Lessee of any of its obligations hereunder. Under any soblease made with or Wl?'l?llt consent of the Government, the suhlessee shall be deemed to have assumed all of the obligations of the Lessee under this lease. Every cubicase shall be subject to. and shall be damned to contain, the Environmental Protection provisions set forth in Paragraph 13 below. C. Lessee shall submit to the Government forits prior written consent, a copy of each sublease lessee proposes to execute. such consent may include a requirement that Lessee renegotiate the subIease to conform to the provisions of this Lease Consent to the nuclease shall not be taken or construed to diminish or enlarge any of the rights or obligations of either of the parties to this Lease Should a conflict arise between the provisions of this Lease and a provision of the sublesse. the provisions of this lease shall take precedence. Upon its execution, a copy of each sublease shall be immediately fundshed to the Government. 6- WWEMM MEL Lessee shall prepare a Joint Inspection and Inventory Report (Hill) with the installation within one hundred and Meaty days of execution of this Lease The 31311 will be attached to and made part of this Lease as ATTACHMENT B. . 7. W- An Emiromnent?l literals]a Sums and 3. Finding of Suitability to Lease (FOSL) are attached to this Lease and made a part hereof as ATTACHMENT (3. The EBS sets forth the existing enviromnental conditions of the leased Premises as represented by a'baseline survey conducted by the (Statement. The FOSL sets forth the basis ?for me Government's detennination that the Leased Premises are suitable for leashrg. Lessee and each sublessee are hereby made aware of the notifications contained in the BBS and F081. and shall comply with all restrictions set forth therein. 3. ALTERATI ID A. Lessee, or any sublessee, shalt not construct or make any substantial construction, alterations. additions. modi?cations, excavations. betterments. or improvements to. Installations upon, or otherwise aubstantialiy modify or alter the leased Premises in any way {hereinafter called including those that may adversely affect human health or the environment, without the prior 1mitten consent of the Government. Such consent shall not be unreasonably witt?reld. conditioned or delayed. Further, such consent may involve a requirement to provide the Government with a performance and payment bond satisfactory to it in all respects and other requirements deemed necessary to protect the interests ofthe Government. For such work in the proximity of any known Govermnent Installation Restoration Program (IRP) site. such consent may also include a requirement for the mitten approval of the Government's Remedial Project Manager in addition to approval by the Real Estate Contracting Officer. All such work shall be done in a workmanlike manner and be subject to the requirements ofall applicable state and local building codes. lessee shall provide Government with prior written notification and a full description of the proposed work including any other information on the proposed work on the Leased Pren?ses requested by navaac 1 an In: canon 4- 1 mean Contract No. Marine Corps Base Camp Pctidlelon UIC - Government. Except, as providedherein or provided in the Government?s written approval. all such approved work affixed to the Leased Premises shall, upon expiration or termination of the Lease, either he properly demnlished and removed or become the property of the Government, at the Government?s election. Upon termination of the Lease or by revocation or surrender of any sublease, to the extent directed by the Governan Lessee or sublesseo shall either: (1) remove all alterations, additions, betterments, and improvements made or installed widtout the consent of the Gov ornmcut or which were previ oust noted by the Government to be removed, and restore the Leased Promises, to the same or as good condition as existed on the date of entry under this Lease: subject to reasonable wear and tearand loss or damages for which the Lessee is not responsible hereunder; or - (2) Abandon such work in place, at which time title to said wink shall vest in Government; provided, in either event all personal property and trade fixhirea or any third party may be removed and Lessee or such third party shall repair any damages to the Leased Premises resulting from such removal. . B. . Whil- In addition to access required under Paragraph 12 below, at all reasonable times throughout the term of this lease, the Government shall be allowed access to the Leased Prentiaes for any purpme upon reasonable notice to Lessee or subleesee. Government nonnally will give Lessee or any 24?hour priornoticc of its intention to enter the leased Premises, unless it reasonably determines the entry is an emergency required for safety, health, environmental, operations or security outpaces, in which event no notice shall be required. lessee or snblessee shall have no claim on account of any entries against the Government or any Government officer, agent, cmplo yes or contractor, provided, however, that nothing herein shall be deemed to prejudice the rights of theLessee or any sublessee under any contract, other agreement or law including, but not limited to the Federal Tort Claims Act-as to the Government. All necessary keys to the buildings and leased Premises occupied by lessee or any sublessee shall be made available to the Government upon request . 9. Provision to the Leased Premises ofany utilities such as gas, water, steam, sewer, telephone, trash removal, etc, shall be the responsibility of theLessee and any sublesaee. In the event that the Lessee shall reducer and the Government shall furnish Losses with any utilities and sel?ess maintained by the Government that Lessee may require in connection with its use of tile Leased Premises, Lessee Shall pay the Government the agreed charges therefore in addition to the consideration not required under this Lease. Such charges and the method of payment thereof shall be determined by Government or the appropriate supplier of such service, in accordance with applicable laws and regulations, on such basic as the Government or appropriate supplier of such service may establish, and may includes requirement for the installation ofadcqoate connecting and metering equipment attire sole cost and expense ofthe lessee. Iris expressly agreed and understood that the Govemmentin no way warrants the continued maintenance or adequacy of i any utilities or services fundshed by it to the Lessee. Lessee shall have the right, subject to assess ?animation 5 . Lassen Contract No. N6247310RP00168 Marine Corps Base Camp Pendleton UTE a? M00631 Paragraph 8 above herein, to instaii such utilities or make improvements to existing utilities on the Leased Premises, including but without limitation, the insteiiatioa of emergency po wer generators, as may be necessary for the operation of Lessee's equipment 19! Wooster or our sublime shall not conduct operations or activities, nor make any alterations, that would mterfere with or odrerwisc restrict Govermnent operations, environmental clean-up or restoration notions by the Govenmtent, U. 3. Environmental Protection Agency (EPA), state environmental regslators, or their contractors. Cleanup, restoration, or testing activities for environmental purposes by these parties shall take priozity otter Lessee's or any aubiessee?s use of the Leased Premises in the event of any con?ict. However, the Government will take reasonable steps to prevent interference with the Lessee's or the sublessee?s use of the Leased Premises. 11. anemones: trimmings: or Leeann Functions. A. Lessee shall, at its own expense, protect, preserve, maintain, and repair the Losses! Pneniiscs such that it will bekept at ali times in at least as good condition as when the Lessee received it as re?ected in the MIR prepared pursuant to section 6 not-road wear and tear and Acts of God eitcepted. lessee?s responsibilities shall include, but not be limited to, removal of trash, litter, broken glass and outer from the Leased Premises that are generated by Lessee, its agents, contractors or employees. Any required repairs shall he completed within 120 days, unless an extended time period is agreed to by the Govenuneut. losses shall ensure the Leased Premises is maintained ?res of any noxious or nuisanceqoausing condition. lessee is responsible for the maintenance and repair of all buildings or structures built on the leased Premises by Lessee. B. Extm'o; Utility Mamas. The lessee is responsible for the repair and maintenance of exterior utility distribution lines, oormections, and equipmentthat soleiy supports Lessoe' facilities and are not owned by the utility service provider. These systems include but are not limited to: heating piants, steam lines, traps, high voltage trausfonners, substations, power distribution lines (overhead and underground), poles. towsrs, gas mains, water and sewage mains, water tanks, ?re protection systems, hydrants. lift stations, manholes. isolation valves, meters, storm Water systems, catch basins. etc. (1 Worm. Debris, cash and otlterundesirshie materials shall be removed from the Leased Practices, and the Leased Premises shall he kept reasonably clean and free of undesirable nmterisis at all times. At completion of the lease, the Leased Premises shall he left without containers, Lessee?s equipment, and other undesirable materials. and in an acceptably clean condition. - D. ?aming: Protease? n, Lessee shall provide security to assure security and safety of the Leased Premises. Any crimes or other offenses. including trai?o offenses and crimes and offenses nerves 1 immatures) 6 GOVT Contract No. N62473 68 Marine Corps Base Carnp Pendleton UIC - M09681 involving damage to or theft of Government property shall be reported to the appropriate state or local municipal authorities for investigation and disposition [in non-Exclusive legislative Jurisdiction areas) and to the Government as property. owner. 12. Isl, .- A. Lessee, any sublessees and contractors shall comply with the applicable Federal, state and local laws, regulations and standards that are, orrnay become. applicable to Lessee's activities on the Leased Premises. 13. Losses and any sublessec shall be solely responsible for obtaining, at its own cost and expense, any applicable environmental permits required for its operations under the Lease, independent of any existing permits held by the Govemment. Any and all applications for environmentai permits required by the Lessee or any sublessee for its operations on the Leased Practices shall be Submitted in draft: form to the Government for review prior to the ?ling of a portrait application with the applicable approving agency. Within 30 days after submission of a draft application for its review, the Government must inform Lessee of any concerns it has with respect to the application. The application vviil not be filed with the applicable approving agency until the Government?s concerns are resoIved. subject to the need to comply with existing laws and regulations if the Government does not provide any comments widen 30 days after Submission of a draft application for its review, the application shall be deemed approved by the Government. Copies of all permits shall be submitted to the following approval by the applicable agency. C. Government's rights under this Lease speci?cally include the right for Government of?cials to inspect, upon reasonable notice. theloasedPremises for compliance with environmental, safety, and occupational health laws and regulations, whether or not the Government is responsible for enforcing them Such inspections are without prejudice to the right of duty constituted enforcement officials to make such inspections. The Government normally will give the Lessee or sublessee Monty-four (24) hours prior notice of its intention to enter the Leased Premises unless it determines that entry is required for safety, environmental, operations, or sectnity purposes. Lessee or noblest-Ice shall have no claim on account of any entries against the Govemment or any Government omens, agent, employee or contractor, provided. however. that nothing herein shall be deemed to prejudice the rights of the Lessee or any sublessee under any contract, other agreement or law including, but not limited to the Federal Tort Claims Act, as to the Government. D. The Government. Elite, and the State of Caiifort?a its officers, agents. etnpioyees, contractors, and subcontractors have certain rights, upon reasonable notice to lessee and any sablessee, to enter upon thcleased Premises for the purposes enumerated below and for such other purposes consistent with needs associated with execution of the Government?s Installation Restoration Program (IRP): Havana litil use tastes) ?l LESSEE Contract No. N63473: IGRPOD 168 Marine Corps use Carnp Pendleton UJC MOUddi To conduct investigations and surveys, including, whom necessary, drilling, soil and water sampling, test pitting, testing soil borings, and otiier activities nelated to the (2) To inspect ?eld activities of the Government and its contractors and subcontractors in implementing the (3) To conduct any tast or survey required by the EPA or state or otherwiserelating to the implementation of the or otirer assessment ofenvironrnental conditions on the Leased Premises or to verify any data submitted to the EPA or state relating to such program or conditions; 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. E. The Lessee agrees to comply with the provisions of any Governmenthealth or safety plan in effect under the 111? during the course of any of the above described reaponse or remedial actions. Any inspection, survey, mvesdgatlon, or other response or remedial action will. to the extent practicable, be coordinated with representatives designated by the Lesser: and any subiessee. The Lessee and any sublessees, assignees, licensees, or invitees shall have no claim on account of such entries against the (investment or any o?'teer, agent, employee, contractor, or subcontractor thereof. In addition, the Lessee shall with all applicable federal, state and local occupational safety and health regulations. Nothing herein shall obligate the Govemrnent to compensate Lessee or any third person for any lost pro?ts, lost Opportunities, wages or operating: expenses or any other costs incurred as a result of Lessee?s compliance with this provision. F. The Lessee shall snicdy comply win: all applicable hazardous waste management and permitting requirements under the Resource Consultation and Honorary Act (RCRA) andtor its applicable state cguivalent. Except as speci?cally authorized by the Government in writing, the Lessee must provide at its own capense all necessary hazardous waste management facilities in compliance with applicable laws and regulations. Any existing Government harardous ornate management facilities will not be made available to the Lessee or any sublessee. Any component accumulation points for eitherhazardocs or wastes will not be used by the Lessee not will the Lessee or any sublessee permit its hazardous wastes to be contrainng with hazardous waste of any DOD component. Any violation of titerequirements of this condition may, depending upon their severity and at the discretion of the Government, be deemed a material breach of this lease G. The Lessee shall have a Government?approved plan for responding to wastewnter, hazardous waste, fuel, or toxic chendcal spills prior to commencement of operations on the Leased Premises. Such plan shall be independent of any existing Govornmentplan forthe naval installation and, unless expressly agreed to by the Government otherwise, shall not rely on use of installation personnel or equipment for necessary fire response audlor spill contaimnent, Should the Havana no: use (cram 8 LESSBE . - Connect No. N6247310RP041168 Marine Corps Base Camp Pendieton UIC - M00581 Government provide ?re response anchor spill oontainnrent sentioes upon request of the lessee, or because Lessee was not, in the opinion of the Real Estate Contracting Of?cer, conducting timely cleanup actions, the Lessee shall reimburse the Government for the full cost of suoh services. E. If the Lessee undertakes any subsurfaee excavation, digging, drilling, or ollrer disturbance of the surface and encounters any buried debris, or foreign, potentially hazardous material during this work, the Lessee shall cease activities in the area and shall itnnrediately noti?r the Government. I. Lessee shall indemnify and hold harmless the Government from any costs, expenses. liabilities, ?nes or penalties resultingfronr discharges, emissions, spills, storage, or disposal. arising from lessees use or operations, or any other-notion by losses or any sublessee giving rise to Government liability, civil or otinrinal, or responsibility under Federal, state, or local environmental laws. This provision shall survive the expiration or termination of the Lease, and Lessee's obligations hereunder shall apply whenever Government incurs costs or liabilities for Letsee's or any sublessee? actions. J. The Lessee may bring potential radiological sources on-site including snrolce detectors; radium?containing dials, gauges. and illuminators; tritium in illuminators and exit signs; thorium in optical lenses or welding abrasive blasting material; or anyradioaotive souroe used for calibration, medical diagnosis or therapy, or industrial radiography (?Eltaodarrl Itenrs?). Except for the Standard Items, tire Lessee shall notify the Government in writing if any articles, tools, equipment, or devises that contain radioactive material are brought err-site. The Lessee is responsible for removal of any such potential radiological sources upon termination of the Lease, K. Storage, treatment, or disposal of toxic or hazardous materials on the leased Premises is prohibited except as androrlzed by the Govenunent in accordance with 10 U.S.C. ?2692. Any hazardous rnatatiels that the Government authorizes the storage, treatment, or disposal of in cemention with the use of the Leased Premises shall be identi?ed on a Hazardous Materials List;- tbis report shall be attached to the lease and made a part thereof as ATTACHMENT D. 13? W- A. Temhra?onbv Goventmerrt. The Government shall have the right to terminate this Lease in whole or part, without liability, and of any lack of breach by lease of any of the terms and oonditions of this Lease upon ninety {90} days written notice to Lessee. B. W. In the event of a national emergency declared by the President or the Congress, the Government may ternrinate this Lease immediately, without notice to Lessee. C. Brogan oi Terms By Essen. In the event of breach by Lesson of any of the terms, conditions, or obligations hereof, the lessee shall be afforded thirty (30) calendar days from the Ravens ill}! use roses 9 LESSEB Contract No. Nd24731 Marine Corps Base Camp Pendielon UIC M00631 receipt of Government?s notice of intent to terminate, in complete the performance of the obligation or otherwise cure the suhject breach and avoid termination of this Lease, unless Government deter-nit one that a shorter period of time is required for safety, environmental, operational or security purposes. The Governth may grant a reasonable ascension of time to complete the cure In the event that the Government shalt elect to terminate this loose on account of the breach by the Lessee of any of the teams and conditions, the Government shall be entitled to recover and the Lessee shall - pay to the Government: (1) The reasonable costs incurred in resuming possession of the Leased Premises; The costs Incurred in any obligation on the part of the Lessee to be performed hereunder: An amount equal to the aggregate of any maintenance obligations, and charges assumed hereunder and not paid or satis?ed, such urnou shalt be due and payable at the time when such obligations and charges Would have accrued or become due and payable under this Lease. Dr WW, If the property is to be sold or transferred by the Government during the term of this Lease, the Government may terminate this Lease E. mm In the event the property is required for Federal use, orif Lessee?s use of the property is not consistent with Federal program purposes, the Government may terminate the Lease Upon issuance of ninety (90) days written notice to Lessee. F. W. Lessee may terminate this lease at any time upon ninety (90} days written notice to the Real Estate Contracting Of?cer. 14. Lessee shall indemnify, defend and save Government harmless and shall pay all costs, expenses, and reasonable attorney?s fees for all trial and appellate levels and past? judgment proceedings in connection with any ?nes, suits, actions, daniages, liability and causes of action of every nature whatsoever arising or growing out of, or in any manner connected with, the occupation or use of the Leased Premises by Lessee, its employees. servants, agents, guests, invitees, and contractors. This includes, but is not limited to, any ?nes, claims, demands and causes of action of every nature whatsoever that may be made upon, sustained or incurred by the Government by reason of any breach, violation, Ontisslon or non?performance of any term, covenant or condition hereof on the part of the Lessee, its employees, servants, agents, guests, invitees, 'or contractors, This indemnification also applies to claims arising out of ?lefnmishings of any utilities or services by the Government or any therein or failure thereof, occasioned by the negligence or lack of diligenoeofLessee or its respective officers, agents, servants orernployees. However, Lhis indemnity shall not extend to damages due to the sole fault of the Government or its employees, agents, servants, guests, invitees or contractors. This covenant shall survive the termination of this Lease. navsac ?armament; 10 GOVT - .. - -1-- -.. Contract No. 63 Marine Corps Base Camp Pendlero UIC a M00631 - 15? WEE.- A. At the commencement of this loose, the Lessee shall obtain. from a reputable insurance company or semantics Satisfactory to the Government, comprehensive general liability insurance. ?the insrnauce shall provide an amount not less than a minimum C(iliibhied single limit of 000,000 {five million dollars) for any number of persons or claims arising from any one incident with respect to bodily in?nite or death resulting therefrom, property damage. or both, suffered or alleged to have been suffered by an}:r person or persons resulting from or related to the presence or operatioos cf the Lessee, its employees, agents or contractors under this lease. The lessee shall require the insurance company or companies to furnish the Government with a certi?ed copy ofthe policy or policies. or certificates of insurance evidencing the purchase of such insurance. Each policy of insurance required under this Paragraph shall contain an endorsement reading as follows: ?The insurer waives any right of subrogation against the United suites of America which might arise by reason of any payment made under this policy." B. All insurance required of the Lessee hereunder shall be in such fonn.? for such periods of time and with such insurers as the Government may require or approve. All policies or certificates issued by the respective insurers for public liability and property insurance shall name the United States of America as an additional insured, shall provide that any losses shall be payable arr},r act or failure to act or negligence of the Lessee or the Government or any other person, shall provide that no cancellation, reduction in amount or any material change in coverage ther shall be effective until at least thirty,r {30) calendar days she: receipt by the Government of written notice thereof. C. Ifand to the extent required by law. the lessee shall provide worknran?s compensation or similar insurance in such forms and amounts required by law. 1). During the entire period the lease shall be in effect, Lessee shall require its contractors or sublessees or any contractor performing work at Lessee?s or sublessee's request on the Leased Promises to carry and maisrtain the insurance required below: (1) Comprehensive general liability insurance in the amount of (2) Workman?s compensation ors'rrnilar insurance in the form and amount required by low. E. The Lessee and sublessees shall deliver or cause to be delivered to the Contracting Officer a certi?cate of insurance (or self?insurance) or a oerttfi ed copy of each renewal policvevldencing the insurance required by this lease and shall also deliver on later than thirty (30) calendar days prior to expiration of any such policy, a certi?cate of insurance evidencing reach renewal policy covering the seine risks. bravest: no: ran (some 11 Contract No. nearstearectes Marine Corps Base Camp Pendleton UIC - F. Lessee may satisfy anyor all of the insurance requirements in this Section in through self insurance. 16- A. magnum. During the term of this Lease Lessee turd each subleasee agree as follows with regard to all employees located at, or involved with, the Leased Premises: [eases and each shall not discriminate againstany employee or applicantfor employment because of race, color, age, marital status, handicap, religion, sex, or national origin. Lessee and each sublessoc shall take a?innalive action to ensure that applicants are employed, and that employees are treated during employment, withootregardto their-race, color, age, marital status, handicap, religion, sex, in national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or uansfer, retention or recruitment advertising, layoff or termination, rate of pay or other forms of compensation, selection for training, including apprenticeship. Lessee and each sublech agree to post in conspicuous places available to employees and applicants for employment-notices to be provided by the setting forth the provisions of this nondiscrin?nation clause. (2) losses and each sublessce shell. in all solicitations or advertisements for employees placed at the leased Premises by or on behalf oflessce and each state that all quali?ed applicants will receive consideration for employment without regard to age, marital status, handicap, race, color, religion, sex, or national origin. (3) Lessee and each sublessee shall send to each labo: union or representative of workers for the Leased Premises with which it has a collective bargaining agreement or other contract or understanding, a belies to be provided by Government, advising the labor union or worker?s representative of conuninnents under this Equal Opportunity Clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment. Losses and each sublessee shall comply with all provisions of Executive Order 1 1246 of September 24, 1965, as amended by Executive Order 1 1375 of Octeter 13, [967, and of the miles, regulations, and relevant oniers of the Secretary of Labor as it relates to the Leased Premises. (5) Lessee and each arblessee shall furnish all infomation and reports required by Executive Order 11246 of September 24, 1965, as amended by Executive Order 11376 of October 13, l?d?i, and by the mica, regulations, and orders of the Secretary of Labor or pursuant thereto, and will permit access to its books,- records, and accounts by Government and the Secretary ofLabor for purposes of investigating to ascertain compliance with such mics, regulations, and orders. Havana Hill on team 12 MM Connect No. Nd?d?lhRFOOldS Marine Corps Base Cantp Pendleton UIC Md?ddl In the event of Lessee's or any sublessee?s noncompliance with the Equal Opportunity Cletus or with any of said rules, regulations, or orders, this Lease or such sublease may be canceled, terminated, or suspended in whole or in part and Lessee or'such sublessee may be declared ineligible for ?lrthot' Government contracts in accordance with procedures atadtodzed in Executive Order I 1246 of September 24. 1965, as amended by Executive Order 1 13? 5 of October 13, 196?, and such other sanctions may be imposed and remedies invoked as provided in Executive Order I [246 of September 24, 1965, as antended 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. The Lessee shall include the above provisions in every sublease unless attempted by sales, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11245 of September 24, 1965, as amended by Executive Order 11315 of October 13, 196?, so that such provisions will be binding upon each sublessee. losses will take such action with respect to any sublessee as Government may direct as a means of enforcing such provisions including sanctions for noncompliance: provided, however, that in the event Lessee becomes involved in, or is threatened with?litigation with sublessee as aresult of such direction by Govemtnent, Lessee may request the Government to enter into such litigation to protect the interests of the Government. lei-Ion and 3 ct 40 3,0 32?~33Cl . This Lease and each sublease, to the extent that it is a contract of a character speci?ed in the Contract Work Hoots and Safety Standards Act {40 U313. ?327-330) and is not covered by the Walsh-Healy. Public Contracts Act (41 H.833. $35-45), is subject to the following provisions and exceptions ofsaid Contract Work Hours and Safety Standards Act and to all other pro visions and exceptions of said law as they apply to employment at the Leased Premises: (I) Lessee and each aubicssee shall not require or petnnt arty laborer or mechanic in any workweek in which herhe is employed on any work on the Premises to work in excess of forty {40) hours in such workweek on work subject to the provisions of the Contract Work Hours and Safety Standards Act unless such laborer or mechanic receives compensation at a rate not less than one and one~half times hisihcr basic rate of pay for all such hours worked in excess of forty {40) hours in such workweek. The ?basic rate of pay?, as used in this clause, shall be the amount paid per hour, exclusive of the employer's contribution or cost for fringe benefits and any cash payment made in lieu of providing fringe bene?ts, or the basic hourly rate contained in the wage determination, whichever is greater. (2) In the event of any violation of the provision of the preceding subvparagraph. Lesson or cabinssce shall be liable to any affected employee for any amounts due, and to the Government for liquidated damages. Such liquidated damages shall be computed widt respect to each individual laborer or mechanic employed in violation of the provisions of paragraph 163.1 above, in the sum of$ 10.00 for each calendar day. on winch such employee was required or permitted to be employed on such work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the preceding sub-paragraph. Havana tutu-ts teens) 13 1 a? "my: LESSEE Content No. P162473 I DRPDOIES Marine Corps Base Camp Pendieton M00681 C. In connection with the performance of work required by this Lease or any eubleaee, Lessee or such agrere not to employ any person undergoing a sentence of hnprisonntent at hard labor. 17. OF . Notices shall be en E?cient under this Leena if made in writing and in the case of lessee to: Manager of Gouemment [ends Southern Califomia Edison Company 2131 Walnut Grove Avenue. (30-3 2 nd Floor Roenmeacl, CA 91770 and in the case of the to: Commanding Officer . Naval Facilities Engineering Command Southwest Central IPT Real Estate 1220 Paci?c Highway San Diego, CA 92132-5190 619-532-3101 The abovonnmod individuals (or their authorized representatives) shall be the representatives of the parties and the points of contact during the period of the Lease. Such notice shall be donned to have been given unless delivered personally, when deposited in the U3. mail, postage pro-paid, certified mail, return receipt requested or overnight express and addressed at set forth above or to such other address no either-party shall have provided to theotherby like notice. or upon?con?nnation of receipt if sent by facsimile on a regular business ay and addressed as set forth above, or within Monty-four (24) hours. or the next business dayifeent by an overnight delivery service such as Federal Express. 18. This tense and any oublease shall be subject to audit by any and all cognizant Government agencies. Lessee and each cuhiesoee shall make available to such agencies for use in connection with each audits all records that it maintains with respect to this Lease or any oubleaee and copies of all reports required to he ?led hereunder or thereunder. - 19. m. Notwithstanding any' other provision ofthis Lease, unless paid within thirty (30) calendar days, all aruormte that become payable by lesson to Government under this Leone (net of any applicable tax credit under the Internal Revenue Code) shall beeriutetuet from the date due. The rate of interest wiil be the Gin-rent Value chunde Rate publiehed by the Secretary of the Treasury pursuant to 31 U.S.C. 5371? (Debt Collection Act of 1982}. Amer: uts shall be due upon the when of the date ?xed pursuant this Lease, the date of the ?rst written demand for payrrusmti ooneietent with this inane, including demand consequent upon default termination. the date of transmittal by Government to lessee of a proposed supplemental agreement to confirm completed mum: no: on tuner} 14 - Contract No. Marine Corps Base Camp Pendietcn DIG: negotiations fusing the amount. or if this Lease provides for revision ofprices. the date of written notice to Lessee stating the amount of refund payable in connection with a pricing proposal 0; in connection with a negotiated pricing agreement not con?rmed by Jesse supplement. 20. W. This Lease shall not be modi?ed unless in writing and signed by both parties. No oral statements or repiesentation made by, or for, on behalf of either patty shall be a part of this Lease. Should conflict arise batsmen the provisions. of this Lease and any attachment hereto. or any other agreement between Government and lessee. the provisions of this Lease shall take precedence. 21. FA BRET TN 0 'I?hefeilute of to insist. in any one or more instances, upon performance ofanyl of the terms, covenants. or conditions of this Lease shall not be construed as a waiver or reiiuquishment of Government? 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. 21- m: As This Lease is subject to the provisions of the Contract Disputes Act of 19518. as amended, {41 U.S.C. the ?Act?. B. Ezeept as provided in the Act, all disputes arising under or misting to this lease shall be resolved under this clause amt the provisions of the Act. - C. "Claim". as used in this clause, means smitten demand or written assertion by or the Govemment seeking. as a matter of right. the payment of money in a sum certain, the adjustment or interpretation of Lease tones, or otlier relief arising under orrelat?mg to this Lease. A claim mising under this lease, unlike a claim relating to this tense, is a claim that can be resolved under a Lease clause that provides for the relief sought by the claian HUWeser, a written demand or mitten asseitlon by the Lessee payment otmoney exceedhtg $100,000 is not a claim under the Act until certi?ed as required by subparagraph 23,110.} beiow. A voucher, invoice, or other routine request for payment that is not in dispute is not a claim under the Act. The request may he eoiwerted to a claim under the Act, by 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. A claim by the Lessee shall he made in writing and submitted within six (6) were after accrual of the claim to the Commanding Officer, Naval Facilities Engineering ConimandSouthwest, for a mitten decision. A claim by the Governmm against the Lessee shall he subject to a written decision by the Cmmnanding Of?cer, Naval Facilities Engineering Command SouthWest. 15 . Lassen Comet. Nu. P462473 1? 1 63 Marine Corps Base Camp Pestilence UIC - M00631 (2) lessee shall provide the certi?cation stated in subparagraph (2) (in) (ii) immediater below, when enhancing any claim: Exceeding $100,000: or Regardless of the amount claimod. when using: (1) Athitration conducted pursuant to 5 118.0. ?5?5-580: or (it) Any other alternative means of dispute teson on (ADE) technique that the agency elects to handle in accordance with the Administrative Dispute Resolution Act (ADRA). I certify that the claim is made in good faith; that the supporting data is accurate and complete to the best of lessees knowledge and belief; that the amount requested accurater reflects the Lease adjusnnent for which the Lessee believes the Government is liable; and that I am duly authorized to certify the claim on behalf of the Lessee." (3) The certi?cation requiiernent does not apply to issues in condoms}! that have not been submitted as all or part of a claim. (4) The certi?cation may be executed by any person duly authorized to bind the Lessee with respect to the clahn. D. For lessee claims of $100,000 or less, the Of?cer, Naval Facilities Engineering Conantand Southwest, must. if molested in waiting by the Lessee. reader a decision Within sixty (as) days of the request. For Lessee?cei??ed claims over $100,000.00, the Commanding Officer, Navel Facilities Engineering Conunaad Southwest, must, within taint),r (60) days decide the claim or notify the Lessee of the date by which the decision will be made. (1) The decision of the Commanding Of?cer, Naval Facilities Engineering Command Soumwest shall be ?nal unless the Lessee appeals or files a suit as provided in the Act. E. At the time a claim by the Lessee is submitted to the Commuting Officer. Naval Facilities Engineering Command Southwest, or a claim by the Government is presented to the lessee. the parties, by mutual consent. may agree to use alternative means of dispute resolution. 1ill-rhea using extinction conducted pursuant to 5 U.S.C. WIS-580 or when using an}! other techniques that the agency elects to handle in scoot-dame with ADRA, any claim, regardless of amount1 shall be accompanied by the certi?cation desctihed in Paragraph above and executed in accordance with Paragraph 233(4) above. F. The Government shall pay interest on the amount found one and unpaid by the Govezmnent from (1) the date the Commanding Officer. Naval Facilities Engineering Continent] Southwest ill}! Instance id GOVT LESSEE Contract No. UHF-901 68 Marine Corps Base Camp Pendleton UIC - M00681 received the claim [proper] certi?ed if required). or the date payment otherwise would be due, if that date is later. until the date of payment. With regard to claims having defective certifications, as de?ned in 48 CFR 33 .201, interest shall be paid from the date that the Commanding Officer. Naval Facilities Engineering Command Souths/rest initially receives the oialm. Supple interest on claims shall be paid at the rate, ?xed by the Secretary of the Treasury, as provided in the Act, which is applicable to the period during which the Commanding Of?cer, Naval Facilities Engineering Command Southwest receives the claimand than at the rate applicabiefor each six (6) month period as ?xed by the Treasury Secretary during the pendeney of the claim. G. I Notvtrithstandiug anything herein to the contrary. the lessee shall proceed diligently with the of the Lease, pending ?nal resolution of any request for relief, claim, appeal, or action arising under the lease. and comply win: any decision of the Commanding Of?cer, Navel Facilities Engineering Counnaud Soutlwvest 2?3. VEN GAIN CO 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 connoission, percentage, brokerage, or contingent fee, excepting bona fide employees orbona ride established agencies maintained by Lessee for the purpose of securing business. For breadl or violation of. this warranty. Government shall have the right to anqu this Lease without liability or in its discretion to require Lessee to pay, in addition to the rental or considoiation. the full amount of such commission, percentage. brokerage, or contingent fee. 24. 0 Ctan 1t No member of or delegate to Congress. or Resident Commissioner, shall be admitted to any share or part of this Lease or to any bene?t to arise dterefrorn. but this provision sitnIi notice construed to extend totbis Lease if made with a corporation for its general bene?t. 25'. Lennon and each sublessee shall discharge or cause to be discharged valid lien, right in 1 claim. or demand of any kind. escept one in favor of Government, which at any time stray arise or exist with nastiest tothe leased or materials or equipment ?n?nished thereof. or any part thereof, doe to the Lessec?s or such sublessee?s use of the Leased Premises, and if the seine shall not be discharged by lessee or such sublessee. or should Lessee or any sublessee be declared banloupt or make an assignment on behalf of creditors, or should the Ionsehoid estate be taken by execution, Government reserves the right to take immediate possession without any liability to losses or any snblessec. Losses and any sublessee shall be responsible for any costs incurred by Government in seeming clear title to its property due to their acts or omissions clouding the title. 26. TAXES. lessee snail pay to the proper authority, when and as the same become due and payable. all taxes. assessments. and similar charges that, at any time during the term of this Lease may be hnposed with respect to the Leased Premises. Title 10 ?2667 contains the consent of Congress to the taxation of Losseo's interest in the leased Premises, whether or not the Leased navaao lot ins {used} Contract No. N6247310RPDOIES Marine Corps Base Camp Pcudletcn - M90631 Practices are in an area of exclusive Federal jurisdiction. Should Congress consent to taxation of Government's interest in the Leased Premises, this Lease will be renegotiated. 27. on a no site steamer-WA . This Lease, and each sable-ass, is subject to sit outstanding easements and ?ghtoofuway forlocation of any type of facility over, amuse. in, and upon the Leased Practices, or any portion theiccf, and to the right of Government to grant such additional easements and rights?of-way aver. across. in and upon the leased Premises as it shall be deemed to be in the public interest; provided that the Government coordinates with the lessee to mlnin?ze any impact to the Lessee?s operations, and (ii) any such additional easement or right-of?wey shall be conditioned on the assumption by the grantee thereof of liability to Lesson for such damages as Lessee shall suffer for property destroyed or property rendered unusable on of the grantees exercise of its rights thereunder. There is hereby reserved to the holders of such easements and rights-of-way as are presently outstanding or which may hereafter be granted, to any workers of?cially engaged in the construction, installation, inanitenanec, operation, repair, or replacement of facilities located thereon, and to any Federal, state, or local of?cial?engaged in the of?cial inspection thereof, such reasonable rights of ingress and egress over the Leased Prentises as shall be necessary for the performance of their duties with regard to such subject to Paragraph 9 (Access by Government) shore. 23. m??m EQREQS, PARKING QED A. lesson and any sublessees. and melt employees, vendors. and business hwitees nail be granted reasonable access to the Leased Pren?ses under this lease. As a condition, Lessee and sublessoc. and their molasses. YondOfS. and business invitees agree to adhetcto all installation rules and regulations regarding Installation security, htgress, egress, safely and sanitation as may be prescribed from time to time by the Installation Commanding Of?cer. Lennon and any sublesscc and their employees, vendors, and business invitees shall coordinate parking with the appropriate office of the Installation. H. Security. The Leased Property is located on a secure installation and the Lessee and any sublessee(s) is required to comply with ali applicable security rules, regulations, and procedures issued by the Installation Of?cer. Any and all employees of the Lessee or subiessee(s) that are required by the Installation to do so shall obtain a security utterance to access the Leased Property. Failure to obtain the required security cleanuice shall result in denial of access to the leased Premises of the Lessee?s or employees. [mace and any snblessee?) agrees to hold harmless the Genomes: from any liability of any nanno for ?nancial or other losses incurred by the Lessee or any by reason of Lessee?s or any snblessre?(s) employees failure to obtain security clearance for access to the Leased Premises. 29. Except as otherwise provided for under the Lease, the Real Estate Contracting Of?cer of the Naval Facilities Engineering Command Southwest shall have complete anyone nouns (WM) 18 GOVT LESSEE I Contract No. N5247310RP001 68 Marine Corps Base Camp Pandleton UIC - M00681 charge of the adadnish'ation of this Loose, including granting any consents andfor approvals hereunder, and shall exercise i?nll supervision and general directionthereof insofarss the interests of Government are affected. - 30. DAMAGE TO In the event the Leased Premises or any' portion of the Leased Premises is damaged either directly or indirectly as a result of Lessee?s use or occupancy of the Leased. Premises, whether during the consort-cries. operation, maintenance, or repiaoement or removal of improvements or otherwise, due to acts or admissions of Lessee, its agents, contractors or employees, Lessee shall, upon deemed, either compensate the Gnvecnnent for such loss or carnage. or rebuild, replace or repair the item or items of the Leased Premises or facilities so lost or damaged, as the Government may elect 31. ULES REG A. NS A. Lessee and any subiessec shall comply with all Federal, State, and local laws, regulations, and standards that are applicable or may become applicable to lessees or sublessec?s activities on the Leased Premises. This includes. but is not limited to, laws and regulations concerning the environment, construction of facilities, health, safety, food service, water supply, sanitation, and any licenses and permits to conduct business. lessee and snysobiessoe is responsible for obtaining and paying for permits required for its operations under the Lease. Ii. Further, all activities audioriaed hereunder shall be subject to such rules, regulations, and procedures regarding Installation security, supervision or outerwise, as may. from time to tiara, be prescribed by the histallation Commanding Of?cer. 32. CONTRA- ORS AND F0 E. All work must be performed by skilled tradesmen who are accomplished at their craft and bonded against loss due to damages resulting directly or indirectly from work performed. 33. W. Upon the expiration of this Lease or its prior terennation, Lessee shall submit to the Governmentits plan for terminating its operations on the Leased Premises, removing itself and its personal property from the Leased Premises, and surrendering the possmsion thereof (S urrender Plan). Lessee must provide the Sturender Plan to the Government within ninety (90) days from - receipt of notice of termination. The Government will then determine a reasonable period of time during which Lessee must surrender the Leased Ptemises. During such period prior to surrender, all obligations assumed by lessee under this Lease shall remain in full force and effect; provided, hemever. that if the shall in its sole discretion, detennine that such action is equitable under the circumstances, it may suspend, in whole or in part, any fin-titer accruals of rent it any, or maximum arnount to be expended between the date of tenninatioa of the ixase and the date offinal - surrender of the Premises. Government may. in its discretion, declare any personal property that has not been removed from the Premises upon provided for above. as abtuidoned personal property upon an additional ninety notice. NAVFAC ms coast} 19 i. - LESSEE Comm No. 12492473 IORPOO I 68 Marla: Corps Base Camp UIC - M00631 34. A. The: med Pren?sed B. Joint Inspection and Inventory Report (Hill) C. Environmmtal Baseline Survey (E133) Finding of Suitability to Lease (FOSL) D. Hazardwg Materials List IN MINES WHEREOF. the parties herein have. on tha respectiva dates set forth beluw duly exewtcd this Lease as of the day and year ?rst above. written. THE UNITED STATES OF MEGA, acting by and through the Departmant of ?aw:r Navy Estate Contracting Of?cer warm: 119nm mm; 20 LBSSEB .