Okaloosa County BOCC — November 5, 2013 — USAF Lease of 3 7 acres to Okaloosa County for ARFF — reading text

Party or Parties by certified mail, postage prepaid, return receipt requested, or by generally recognized express courier, at the address identified in Conditions 1.6 and 1.7, or at another address or addresses that the Government or the Lessee may from time to time designate by notice given by certified mail. 20.2. Every notice, demand, order, direction, determination, requirement, consent, approval, request, or communication sent by mail shall be deemed to have been given or served as of the second business day following the date of mailing. 21. Assignments, Subleases, and Licenses 21.1. The Lessee shall neither transfer nor assign this Lease or any interest therein or any property on the Leased Premises, nor sublet all or any part of the Leased Premises, nor grant any interest, privilege, or license whatsoever in connection with this Lease, without the prior written consent of the Government. The consent shall not be unreasonably withheld or denied, subject to the provisions of Conditions 21.1.1, 21.1.2, and 21.1.3 below. Any approved assignment by the 17 Lessee shall be in writing and an executed copy of it shall be delivered to the Government. Any consent by the Government to any act of assignment hereunder shall be held to apply only to the specific transaction authorized, and the consent shall not be construed as a waiver of the duty of the Lessee to obtain consent to any other assignment. 21.1.1. Any assignment or sublease 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 or sublessee. 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 or sublease of this Lease shall relieve the Lessee of any of its obligations hereunder. 21.1.2. The Lessee shall furnish the Government, for its prior written consent, a copy of each agreement of sublease or assignment it proposes to execute. The consent may include the requirement to delete, add, or change provisions in the sublease instrument as the Government shall deem necessary to protect its interests. Consent to any sublease or assignment shall not be taken or construed to diminish or enlarge any of the rights or obligations of either of the Parties under this Lease. Consent or rejection or any required changes shall be provided within ten (10) business days of receipt of the proposed agreement. 21.1.3. Any agreement of sublease or assignment must include the provisions set forth in Conditions 11 and 26 of this Lease and expressly provide that: (a) the sublease or assignment, as the case may be, is subject to all of the terms and Conditions of the Lease; (b) the sublease shall terminate on the expiration or earlier termination of the Lease; and (c) in case of any conflict between any provisions of this Lease and any provisions of the agreement of sublease or assignment, this Lease will control. A copy of this Lease must be attached to the agreement of sublease or assignment. 22. Reserved 23. Disputes 23.1. Any dispute between the Government and the Lessee arising under or related to this Lease which the Parties are unable to resolve by negotiation shall be decided by the Director, AFCEC/CI. The Director shall reduce his or her decision in writing and mail or otherwise furnish a copy to the Lessee. The decision of the Commander (“Decision”) shall be final and conclusive unless, within thirty (30) calendar days from the date of receipt of the Decision, the Lessee furnishes the Director, by certified mail, a written appeal of the Decision addressed to the Secretary of the Air Force (“Secretary”). 23.2. The Secretary shall render a decision by a date mutually agreed upon by the Parties. The decision of the Secretary or the Secretary’s authorized representative shall be final unless appealed to a court of competent jurisdiction in a timely manner, consistent with Condition 23.3 below. In connection with any appeal to the Secretary, the Lessee and the Government shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. 23.3. The Lessee or the Government, after exhausting the administrative remedies specified in Condition 23.2 above, may: 18 23.3.1. Pursue any remedy available to it under the law; or 23.3.2. Before or in conjunction with pursuing any remedy which is available to it under law, by mutual agreement, submit the dispute to an alternative dispute resolution procedure authorized by the Administrative Dispute Resolution Act of 1996 (5 U.S.C. §§ 571-583). 24. General Provisions 24.1. Covenant Against Contingent Fees. The Lessee warrants that no person or agency has been employed or retained to solicit or secure this Lease upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial agencies maintained by the Lessee for the purpose of securing business. For breach or violation of this warranty, the Government shall have the right to annul this Lease without liability, or, in its discretion, to require the Lessee to pay, in addition to the lease rent or consideration, the full amount of the commission, percentage, brokerage, or contingent fee. 24.2. Officials Not to Benefit. No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this Lease or to any benefit to arise therefrom, but this provision shall not be construed to extend to this Lease if made with a corporation for its general benefit. 24.3. Non-Discrimination. 24.3.1. As used 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. 24.3.2. The Lessee agrees not to discriminate against any person because of race, color, religion, sex, handicap or national origin in furnishing, or refusing to furnish, to that person the use of any facility, including 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 to tenants or to Air Force military and civilian personnel, and the guests and invitees of any of them. 24.4, Gratuities. The Government may, by written notice to the Lessee, terminate this Lease if it is found, after notice and hearing by the Secretary of the Air Force, or his/her duly authorized representative, that gratuities in the form of entertainment, gifts, or otherwise, were offered or given by the Lessee, or any agent or representative of the Lessee, to any officer or employee of the Government with a view toward procuring an agreement or procuring favorable treatment regarding the awarding or amending, or the making of any determinations related to the performing of that agreement; provided that the existence of the facts upon which the Secretary of the Air Force or his/her duly authorized representative makes a finding shall be an issue and may be reviewed in any competent court. In the event this Lease is terminated, the Government shall be entitled to pursue the same remedies against the Lessee as it could pursue in the event of a breach of this Lease by the Lessee, and as a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages (in an amount as determined by the Secretary of the Air Force or his/her duly authorized representative) that shall be not less than three (3), nor more than ten (10), times the costs incurred by the Lessee in providing any gratuities to any officer or employee. The rights and remedies of the Government provided in this article shall not be 19 exclusive, and are available to it in addition to any other rights and remedies provided by law or under this Lease. 24.5. No Joint Venture. Nothing contained in this Lease will make, or will be construed to make, the Parties partners or joint venturers with each other, it being understood and agreed that the only relationship between the Government and the Lessee is that of landlord and tenant. Nothing in this Lease render, or be construed to render, either of the Parties liable to any third Party for debts or obligations of the other Party. 24.6. Records and Books of Account. The Lessee agrees that the Comptroller General of the United States, the Auditor General of the United States, or the Auditor General of the United States Air Force, or any of their duly authorized representatives, shall, until the expiration of three (3) years after the expiration or earlier termination of this Lease, have access to, and the right to examine, any books, documents, papers, and records of the Lessee involving transactions related to this Lease. 24.7, Failure of Government to Insist on Compliance. The failure of the Government to insist in any one or more instances, upon strict performance of any of the terms, covenants, or conditions of this Lease shall not be construed as a waiver or a relinquishment of the Government’s rights to the future performance of any such terms, covenants or Conditions, but the obligations of the Lessee regarding future performance shall continue in full force and effect. 24.8. Headings or Titles. The brief headings or titles preceding each condition are merely for purposes of identification, convenience, and ease of reference, and will be completely disregarded in the construction of this Lease. 24.9, Counterparts. This Lease is executed in two (2) counterparts, each of which is deemed an original of equal dignity with the other, and that is deemed one and the same instrument as the other. 24.10. Personal Pronouns. All personal pronouns used in the Lease, whether used in the masculine, feminine, or neuter gender, will include all other genders. 24.11. Entire Agreement. It is expressly agreed that this written instrument embodies the entire agreement between the Parties regarding the use of the Leased Premises by the Lessee, and there are no understandings or agreements, verbal or otherwise, between the Parties except as expressly set forth in this Lease. This instrument may only be modified or amended by mutual agreement of the Parties in one writing signed by each of the Parties. 24.12. Recording. The Lessee shall not record this Lease, or any memorandum thereof, in any public office without the express prior written consent of the Government, which consent shall not be unreasonably withheld or denied for good cause shown by Lessee for recording said Lease. 24.13. Time of the Essence. Time is of the essence as to the Lessee’s performance of its obligations contained in this Lease. 24.14. Effectiveness. The furnishing of the form of this Lease shall not constitute an offer and this Lease shall become effective upon and only upon its execution by and delivery to each Party. 20 25. Restrictions on Use of Leased Premises 25.1. The Lessee shall not install any new drinking water or other wells in any location on the Leased Premises without the prior written approval of the Government. 25.2. The Lessee shall not conduct any subsurface excavating, digging, drilling, or other disturbance of the surface in Areas of Special Notice as depicted on Exhibit E to this Lease without the prior written approval of the Commander in accordance with Condition 18. Requests for approval will be made in accordance with Condition 18. Exhibit E may be updated from time to time as appropriate. The Lessee will be provided a copy of the updated Exhibit E promptly after completion of each update. 25.3. Prior to beginning any Alterations, other construction or construction-related work,