Resolution 320-1998
RESOLUTION NO. 320-1998
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA AUTHORIZING FUNDS IN THE
AMOUNT OF $20,000.00 FROM FUND 153, STATE HOUSINCS 0 \0 .."
INITIATIVES PARTNERSHIP PROGRAM (SHIP) IN SUPPORT O~C")~ ~ ;=:
THE CITY OF KEY WEST'S AFFORDABLE HOUSING INITIATIV~~~ ~ a
AT POINCIANA PLAZA HOUSING AND TERMS OF REPAYMENlg;..,r ~ -ry
c:-. 0
z:O :x: :::0
WHEREAS, The City of Key West has executed a license agreement wi~~eP;rt~t
of the Navy for interim use of real property at Poinciana Plaza Housing; and ::":-f;t> == C")
r- CO) #c.. 0
l> ", - :::0
WHEREAS, such interim use will allow occupancy of existing dwelling units for a1rorda8le
housing rental purposes; and
WHEREAS, City Resolution 98-287 has requested SHIP funding in the amount of
$20,000.00 in the form of a promissory note as a portion of initial City's initial $120,000.00
commitment; and
WHEREAS, this request meets the local and state requirements of the SHIP under the
approved Rental Strategy in furthering affordable housing opportunities.
NOW THEREFORE BE IT RESOLVED THAT THE BOARD OF COUNTY
COMMISSIONERS OF MONROE COUNTY, FLORIDA HEREBY APPROVES:
Section 1. The attached promissory note executed by the City of Key West's Sub-
Licensee, The Housing Authority of the City of Key West, Florida, in the amount of $20,000 from
Fund 153, SHIP Program.
Section 2. The SHIP Administrator is authorized to transfer these funds to the
Key West Housing Authority's Poinciana Plaza Housing Account.
Section 3. The SHIP Administrator shall subsequently provide all necessary SHIP
affordable housing compliance as required by the Florida Administrative Rule 67-34.
PASSED AND ADOPTED, by the Board of County Commissioners of Monroe County, Florida, at
a regular meeting of said Board held on the 12th day of August, 1998 .
OUNTY COMMISSIONERS
COUN ~
Mayor
Mayor Pro T em
Commissioner
Commissioner
~mmissioner
Reviewed for Legal SUfficienc.~
London
Harvey
Douglass
Freeman
Reich
yes
yes
yes
a15sent
~
PROMISSORY NOTE
COUNTY OF MONROE, FLORIDA
PROPERTY ADDRESS: Poinciana Plaza Housing, Key West, Florida
FOR VALUE RECEIVED, the undersigned, an authorized representative of the
Housing Authority of the City of Key West, Florida acting as the City of Key West's Sub
Licensee for the U.S. Navy's real property known as Poinciana Plaza Housing,
promises to pay to the Monroe County's Fund 153, SHIP program, the principal sum of
Twenty Thousand Dollars ($20,000.00).
This Note shall be in effect upon the date of acceptance by the Board of County
Commissioners, Monroe County, Florida.
Said funds are to be paid in full on or before August 14, 2000 to Fund 153,
Monroe County SHIP Program from rental revenues derived through the interim License
Agreement between the U.S. Department of the Navy and the City of Key West, Florida.
This note shall be secured solely by the rent receipts as authorized expenses under the
License Agreement with the U.S. Department of Navy and/or any subsequent grant
funds eligible to be used for reimbursement of the required physical improvements.
The Housing Authority of the City of Key West, Florida, as the Sub Licensee and the City
of Key West, Florida as the Licensee, shall not be responsible for repayment of these
funds should any condition of the License Agreement or rental market not allow for
recovery of these funds under the License Agreement.
IN WITNESS WHEREOF, I t~e u ersigned, have executed this note as a duly
authorized represent~aive f t~ using Authority of the City of Key West, Florida,
as the City of Key West' acit~ Ized Sub Licensee for Poinciana Plaza Housing.
/
/ .' /
/ .,://
Signature: j :' ~</L--: ___--I
HeriryV/ askins, Executive Director
The Housing Authority of the City of Key West, Florida
1400 Kennedy Drive, Key West, Florida 33040
STATE OF FLORIDA)
COUNTY OF MONROE)
Before me personally appeared, Henry V. Haskins, who is personally known to me and who executed the
foregoing instrument, and acknowledged to and bef e me that he executed said instrument for the
purposes therein expressed, on thisJ'/41' day of , 1998
My Commission Expires:
~\*'\, NaIll CIIbaneIf
, '-A~ :*g MY COMMISSION., CC871570 EXPIRES
"';':~i~'; October 19, 2000
"..~" IIllIIleD TIIII '11m FAIN 1N8UIWICE.1NC.
111M
.
SPECIAL PROGRAMS OFFICE
c/o Key West/Monroe Co. Housing Authorities
1403 12th Street
Key West, Florida 33040
(305) 292-1221 FAX (305) 292-1162
MEMORANDUM
July 2, 1998
TO:
JAMES ROBERTS, COUNTY ADMINISTRATOR
FROM: .
ROGER BRAUN, SHIP PROGRAM ADMINISTRATOR t
CITY OF KEY WEST'S REQUEST
SHIP RENTAL REHABILITATION FUNDS, POINCIANA HOUSING
SUBJ:
REF:
(1) June 30, 1998, City Manager's Letter to Chairman, MCHFA
(2) June 30, 1998, City Manager's Letter to County Administrator
I am receipt of the above referenced letters.
Per (1) please be infonned that at their June 30, 1998 meeting, the Monroe County Housing Finance
Authority approved the City Manager's request based upon review and approval of the promissory note by
their attorney.
Per (2) the BOCC's approved Local Housing Assistance Plan (SHIP) has a Rental Construction
component to the Plan's RENTAL STRATEGIES. (Attached). There is sufficient uncommitted Rental
Strategy funds to meet the city's request.
I would recommend the following administrative procedures to assure compliance with the local plan and
the state's Administrative Rule and Statute per the SHIP Program:
1. (Since the request is to the County Administrator) Direct the SHIP Administrator
to send to the city the rental rehabilitation strategy participation requirements and recommended
draft BOCC resolution to be submitted for the BOCC agenda deadline of 7/30/98 for
consideration ofBOCC approval 8/12/98.
2. Obtain copy of City Resolution scheduled for July 21, 1998 (revised license agreement,
initial business/implementation plan) for background documentation to Bbcc resolution and SHIP
program compliance (SHIP assisted rental units must be occupied by very-low and low income
residents. Rents cannot exceed:
Very low-income households (500.10 median income by household size) .
Low income households (80% median income by household size)
2-bdr. 3-bdr 4-bdr.
$509 $588 $655
$814 $940 $1,049
Page 1 012
"dedicated to the quality of life through housing and community initiatives'
3. Determine the procedura1/legal Borrower per the Promissory Note (City of Key West)
(Community Redevelopment Agency) or (its management agent per BRAC agreement-Key West
Housing Authority).
4. Draft the promissory note and terms for inclusion in the City's July 13th agenda deadline
and the BOCC's July 30th agenda deadline.
5. The County's participation in this request would be recommended by this office, it not only
potentially creates affordable rental units but further assists the County in meeting its SHIP
program requirements of:
(a) 30% funding to assist very-low income households and 30% to assist low income households.
(b) Meeting Rental Strategy requirements.
Please contact me at your convenience for any further information or comment.
--------------------------------------------------------------------------------------------------------------------------
Page 2 of2
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RESOLUTION NO.
QH-,)R?
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF ~EY WEST, FLORIDA, AUTHORIZING THE
LOAN OF $120,000.00 BY THE CITY '1'0 THE ~EY
WEST HOUSING AUTHORITY FOR THE POINCIANA
HOUSING PROJECT IN ACCORDANCE WITH TERMS
CONTAINED HEREIN, INCLUDING THE CITY'S
OBTAINING OF LOANS FOR SUCH PURPOSE;
AUTHORIZING THE CITY MANAGER '1'0 TRANSFER
PUNDS AND '1'0 EXECUTE PROMISSORY NOTES;
PROVIDING POR AN EFFECTIVE DATE
WHEREAS, the City of Key West, on behalf of its Local
Redevelopment Authority, desires to lend to the Key West Housing
Authority $120,000.00 for certain start-up expenses for the
poinciana Housing Project; and
WHEREAS, the Housing Authority has passed a Resolution
amending the Master Development/Long-Term Lease Agreement to
incorporate the LRA's Li~ense Agreement with the U.s. Navy; and
WHEREAS, in order partially to fund the loan to the Housing
Authority, the City will require Obtaining certain short-term loans
from Monroe County agencies.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
Cl~Y OF KEY WEST, FLORIDA, AS FOLLOWS:
section 1: That the amount of $120,000.00 1S hereby authorized
to be loaned by the city to the Key West Housing Authority;
s~ction 2: That the City shall fund this loan as follows:
a. The City shall obtain a loan from the Monroe County
Housing Finance Authority in the amount of
$40,000.00, payable after a one-year period at a 5%
interest rat~.
b. The city shall obtain a loan from the Monroe County
Local Housing Initiative Partnership (SHIP) in the
amount ot S:Zo,ooo.OO, payable after a two-year
period, principal only.
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c. The city shall transfer the amount of $40,000.00
from its General Fund to the City's Affordable
Housing Escrow Account with reimbursement to the
General Fund to occur within two years.
d. The City shall transfer the amount of $20,000.00
trom it.s Cit.y ot Key West Housing Escrow f"und.
e. That all funds in subsect.ions a.- d., hereof, shall
then be transferred to the Key West Housing
Authori ty' s poinciana construction! administration
account.
section :3: That the Cit.y Manager is hereby authorized to
transfer necessary funds and execute promissory notes as described
in section 2.
section 1:
That the City Manager is hereby authorized to
execute such other agreements and documents as may be necessary to
fulfill the terms and conditions of this Resolution.
section 5:
That this Resolution shall go into effect
immediatQly upon its passage and adoption and authentication by the
signature of the presiding officer and the Clerk of the Commission.
passed and adopted by the city Commission at a meeting held
this
71 ~t
day of
,fUT. Y
I 1998.
Authenticated by the presiding officer and Clerk of the
commission on
JULY 23
, 1998.
Filed with the Clerk
.]IJ1,Y ?3
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I" /( -': ,<'~ --',_ J'
MAYOR
ATT
Commission Memorandum
From:
Ju~o f\vael, ..City M~) "
~~~~~~v7
William H. Harrison, LRA Director
To:
Date:
July 2, 1998
Subject:
License for non-federal use of real property at Poinciana Plaza Housing
between the Department of the Navy and the Local Redevelopment
Authority
BackQround
In 1995, the Naval Air Station (NAS), Key West Florida was designated for
realignment by the Base Realignment and Closure Commission. Certain lands and
facilities at the Naval Air Station were declared surplus by the Department of the
Navy. One of these properties was the Poinciana Housing Complex, which consist
of approximately 35 acres of residential property located on Duck Avenue and 19th
Street. The site contains 50 buildings with 212 townhouse type units constructed in
1966.
The Naval Properties Local Redevelopment Authority (LRA) was established by the
City of Key West for the purposes of planning, acquiring, and developing the Naval
surplus properties in Key West. '
After an intensive base reuse planning process which included an exhaustive public
participation process to establish a consensus of community priorities, the LRA
adopted the Base Reuse Plan and Homeless Assistance Submission on September
16,1997.
Current Status
The survey work on the Poinciana site has been completed and transmitted to the
Navy. Separate legal descriptions for transfer purposes have been developed for
the following: National Parks Service, Future Police Substation, Homeless Service
Providers, Affordable Housing for rental and homeownership, and the ecological
pond conservation area.
The U.S. Department of Housing and Urban Development has been notified of the
City of Key West interest in participating in a public benefit conveyance for the
Poinciana property for affordable housing under Public Law 105-50.
-1-
On April 7, 1998, the Naval Properties Local Redevelopment Authority (LRA) and
the Key West Housing Authority entered into a Master Development\Long Term
Lease Agreement for the Poinciana site. The Housing Authority will manage and
administer the affordable housing rental and homeownership programs for the LRA.
On June 2, 1998, the City of Key West adopted Resolution No. 98-214, requesting
the United States Navy provide the LRA a lease of the Poinciana property in order
to expedite the LRA's use of the site for the homeless and affordable housing.
On June 15, 1998, the LRA received a draft license agreement for the f'oinciana
Housing site. The license document provides for the LRA to be the licensee and the
Key West Housing Authority to be the sub-licensee to manage and administer the
affordable housing needs for the LRA.
License Terms and Conditions
Term
The term to this license agreement is a ninety- (90) day period with automatic
renewal until a lease can be entered into or property can be conveyed.
Termination
The government shall have the right to terminate upon 15 days notice in the event
of national emergency. In the event of a breach of any of the terms and conditions
the licensee has ten days from receipt of the notice to cure the breach and avoid
termination.
If the licensee is tendered or offered fee ownership of the premises and fails to
. accept ownership within 180 days of written notice of such offer the license will
terminate.
As Is Condition
All real and personal property delivered to licensee shall be lias is, where is" and the
government makes no warranty as to their usability.
Maintenance
The licensee assumes full and sole responsibility for the protection, maintenance,
and repair of the premises. A documented "Joint Inspection Report" will be prepared
to identify pre-existing defective conditions. The Joint Inspection Report is attached
to the license as Exhibit liB". Asbestos containing material survey Exhibit lie" and
lead base paint survey Exhibit "0".
-2-
Utilities
Electricity, water, sewer, telephone, and trash removal will be the responsibility of
the licensee. If directed by the government, the licensee at it's sole cost shall install
metering devices for the utilities serving the premises prior to its occupancy. The
government in no way warrants the continued maintenance or adequacy of any
utility.
Indemnification and Insurance
The licensee shall indemnify, defend, and save the government harmless and shall
pay all cost in connection with any suits and causes of actions arising out of the use
of the premises. The licensee shall bear all risk of loss or damage to the premises
used by the licensee or any sublicensee connected with the use or occupation of
the premises. The licensee's insurance during the entire period will be:
1.) All-risk property and casualty insurance at 1000/0 full replacement value.
2.) Public liability and property damage insurance of not less than $1,000,000
bodily injury and death and $1,000,000 property damage.
3.) Worker's compensation as required by law.
The government is to be named as an additional insured. Certificates of insurancE?
shall be deposited with the government's local representative prior to the use of the
premises.
Environmental Protection Provisions
The licensee and any sublicensee shall comply with the applicable Federal, State,
and local law, regulations and standards that are or may become applicable to the
licensee's activities on the premises. The Government, EPA and the Florida
Department of Environmental Protection (FDEP) have the right to enter upon
premises for the purposes consistent with any provision of the Installation
Restoration Program (IRP).
RENT
The annual rental, payable quarterly, shall be fifty per cent (500/0) of the net
proceeds. if any, derived from the use of the premises by the licensee or
sublicensee. Net proceeds are defined as rental income, less any marketing,
property management, and administration expenses directly related to the licensed
premises, and any cost incurred in providing protection and maintenance services.
The remaining fifty- percent (500/0) of net proceeds shall be retained by licensee in a
Capital Improvement Reserve Fund (CIRF) and may be used for captial
improvements and repair on the premises upon approval of Navy.
-3-
Any funds remaining in the CIRF at the end of the license shall be payable to the
U.S. Treasury. Licensee shall provide Government with an annual report of rents
received, total expenditures for repair, protection and maintenance services, and
capital improvement expenditures.
RENOVATION START-UP COST
The Key West Housing Authority has estimated the following initial renovation/start-
up costs:
(Phase One) fifty (50) units (1-50) ($120,000)
The Housing Authority plans to bring these units on-line within ten (10) weeks of the
execution of the licensing agreement. Up-front funding required immediately.
(Phase Two) fifty (50) units (51-100) ($150,000)
Renovations will require additional ten (10) weeks to bring on line. The initial
renovation funds for Phase Two will be funded from Phase One rent receipts and
anticipated state funding.
(Phase Three) forty (40) units (101-140) ($240,000)
Renovation time frame will be based on the analysis of the Navy's and the Housing
Authority's scheduled physical survey. The funding for renovation costs of the
remaining forty units and associated initial site requirements are being discussed
with the Department of Community Affairs.
FUNDING
A request on behalf of the City of Key West in participation from the County to assist
in the initial implementation of affordable rental occupancy.
$40,000
Monroe County Housing Finance Authority
One-year promissory note @ 50/0 interest for the period of
August 1, 1998 through July 31, 1999.
$20,000
Monroe County Housing Assistance Plan (SHIP-Rental
Rehabilitation)
Two-year promissory note for the period of
August 1, 1998 through July 31, 2000.
City of Key West
$20,000 Affordable Housing Escrow Account
$40,000 General Revenues, no interest inter loan fund advance.
$60,000
- 4-
Additionally, funding for insurance cost will be funded from the Insurance Fund to be
repaid from the revenue generated from the project.
RECOMMENDA liON
That the City Manager be authorized to execute any and all documents necessary to
implement the license agreement for Poinciana Plaza Housing between the
Department of the Navy and the City of Key West Naval Properties Local
Redevelopment Authority.
Further, that the City Manager be authorized to execute any and all documents
necessary to implement the sub-lease agreement between the Naval Properties
Local Redevelopment Authority (LRA) and the Key West Housing Authority to
manage and administer the affordable housing needs for the LRA at the Poinciana
Plaza Housing property.
- 5-
SOUTHERN 0I11lSl0N
NAVAl FACILITIES ENGINEERING COMMAND
P.O. BOX 1~O
2155 EAGLE ORIVE
NORTH CHARLESTON. SC ~1~go10
,JK; GoP~1
E~i61 T S A(Z~ H E.~J)
AT wAS.
PAl:f5 (I ) {Z.. 0 ") f.)~j!-V
DEPARTMENT OF THE NAVY
11011
Code 061/JGH
JUI.. 0 7. .198lJ.
From: Commanding Officer, Southern Division, Naval Facilities Engineering Command
To: Commanding Officer, NAS Key West, FL (Code 188/Ron Demes)'
Subj: PROPOSED LICENSE N62467-98-RP-00 151 TO CITY OF KEY WEST, FL FOR USE
OF POINCIANA PLAZA HOUSING, NA V AL AIR STATION, KEY WEST, FL
Ref: (a) NAS Key West, FL It I' 11000 Ser 188/0613 of 8 June 1998
Encl: (I) License N62467-98-RP-00 151 (Orig. & 3 copies)
I. Based on information furnished by reference (a). we have prepared subject license on
behalf of the Government. The original and three copies are forwarded as enclosure (I) for
delivery to the Licensee for execution. After execution by the Licensee, original and two copies
should be returned to us for execution on behalf of the Department of the Navy. The remaining
copy should be retained by the Licensee pending a fully executed copy.
2. Please be advised that Joint Inspection Report (Exhibit "B" to subject License) is in
the process 0 l' being final ized. Representatives 0 f the Local Redevelopment Authority and
Department of the Navy conducted t~e Joint Inspection on I July 1998.
3. Upon execution on behalfofthe Department of the Navy, a copy of the license and
the Joint Inspection Report (Exhibit "B") will b~ furnished to the Licensee and to you.
,
4. Our point of contact is Jan Hill at DSN 583-5751 or Commercial (843) 820-5751.
/~~~/
?R~~SON, J;~~
By direction ;;:;.
L'FEPilSE fOR NOHfEDERAl USE OF REAL PROPERTY
fjAVFAI; IlDl1rnl (&-151 [Supm~it::s NtrYDoch 2260)
1 HIS liCENSE TO USE THE U.s. COVERHIolENT PROPER',Y HEREIN DESCRIBED IS ISSUED BY THE
DEPARTMENT OF THE NAVY TO THE LICENSEE NAMED BElOW fOR THE PURPOSE HEREIN SPEClHED
UPON THE TERMS A-NO CONDITIONS SE'T fORTH BElOW AND THE GENERAL PROVISIONS ON THE
REVERSE SlOE HEREOf. BY THE EXECUTION HEREOF THE LICENSEE AGREES TO COMPLY WITH ALL
SUCH TERMS. CONDITIONS AND GENERAL PROVISIONS.
LICENSE IftJM!ER
N62467-98-RP-00151
1. NAVAL ACTIVITY (Properry 1oar:ion) 2. OATES COVEREO (Indusiw)
Naval Air Station *
Kev West FL fROII 1 Au ust 1998 TO 31 October 1998
3 OESCRU'TJOHOFPROPERTYr'lncludHoom~dbUi14~fWrpbmWhmIlPP'rpPri4u}POinCian~ Plaza Housing located qn Duck
Ave., Key West, L & c9ns~st~ng or appx. j) acres and 4~ townhouses w~th four/s~x units
each. Aaditi9na ly, alII utilities, parking~ recreation areas~ fenc~ng, streets and side-
walks are included. Al areas as sho~ on arawings marked Exnibit A.~_attached hereto and
made a part hereof EXCEPT BLDGS P-1644/P-1645 INDICATED AS NATIONAL P~ SERVICE.
.. PURPOSE Of LICENSE
Property to be sublicensed to Housing Authority of the City 'of Key West to -manage and
administer the affordable housing needs for the Local Redevelopment Authority, City
of Kev West FL.
S. LICENSOR
5&. LOCAL REPRESENTATIVE, DEPT. OF NAVY OFFICIAL {Titl~ Ilnd Ilddr=}
Ron Demes, Engineering Director, PWD
Box 9007, NAS Key West, FL
5L LOCAL REPRESENTATIVE {NIlm~ Ilnd oddr=}
William H. Harrison, Box 1409,
Key West, FL 33041-1409
7. CASH PA YMENT BY LICENSE E (PIy1bl. in ed...cal
(I{no Cl2Jh paym~nt is '~ouiud. Mltr "NOM"Urr.1tr iltm 7a "Amount")
b. fREQUEHCY c. fIRST DUE DATE d. TO (TitltllM odduu o/loctzl upr~s~ntlltivt o/tht Go"~mmmt)
PAYMENTS DUE
Redevelopment
UNITED STATES OF AMERICA
DEPARn.~ENT OF THE NAVY
5. LICENSEE {NllJn~ QrId <<1dr=}
City of Key West Local
Authority
&. "MOUNT (EAdr
PlT)'mDft)
xftACHED
.. At.!OUNT {EAch
dq>antJ
b. F REOUENCY
PI. YMEHTS DUE
I. DEPOSIT fOR UTILITIES AND SERVICES (Pmbl. in .dunca!
{llno clUh paym~nt is rtquir~d. ~nur '~"o,,~" un.:1~r ium all ",Amounr''J
t. fiRST DUE DATE d. TO {~fl:ili"l oddm:s}
SEE
ATTACHED
TYPE MlrIIMUM AMOUNT , TYPE MINIMUM AMOUNT
~. FIRE AND EXTENDED c. THIRD PARTY PERSONAL
COVeRAGE s SEE ATTACHED INJURY PER PERSON S
;;
b. THIRD PARTY -.T - . .~ .":' I d. THIRD PARTY PERSONAL
PRO?ERTY DAMAGE . - $ INJURY PER ACCIDENT S
9. INSURA~CE REQUIRED AT EXPENSE Of LICENSEE
(I{ an)' or Ill! i"nmlflc~ Ttquir~mtntJ hll"~ bun ,,"Iliud. trtur ''NOnt'' in Il.b,c, or d IlJ t:PPf'Opri4(~}
10. GENERAL PROVI;'i'OHS (~~ Rare+- Side)
, '..., VOw.._6
The attached provisions contained in paragraphs 3-31 shall also apply unless otherwise
notes.
" EXECUTION OF LICENSE
FOR BY DATE
NAME AND TITLE fTvD4lJ SIGNA TlJRE
DEPARTMENT
OF THE E. R. NELSON, JR.
NAVY Director, Real Estate Division
~":'. -,.. "',. ~.... -JIl
UCENSEE MR. JULl~ ;AV~EI::
City Man ger . . ., ...y
If Licen~ is 11 Corporation, Ct!rrifiution of signature is 3t1i1Ched
CONCURRENCE:
~~
o
* Term of License to be automatically
renewed for 90-day intervals until
lease can be entered into or property
can be conveyed.
IlK:> Cf:>PY
10. GENERAL PROVISIONS
L The licrnsor hereby gnnts to the licensee the right to use the
premises or facilities des.:ribed in item J, together with the necess.uy
ri&hu of in&fess and egress.
b. This lieense slull belE t' fd in item 2 and
is revoable at any time wi t' ti a e .. nd diJ<:retion of
the lieensor or its duly aut r re se ,1lN
c. The use slull be limite 0 s i erein.
d. This license slull be neither assignable nor transferable by the
Ucensee.
e. If utilities and seroices are furnished the licensee for its use of
the premises the Licensee slull reimburse the Licensor for the cost
thereof as determined by the Licensor in accordance with applicable
sututes and regulations.
f. The Licensee, at iu own cost and expense, shan protect, rruin-
tain. and keep in good order, the premises or facilities licensed hereby.
Al the diJ<:retion of the licensor this obligation shall include. but not
be limited to, contribution to....ard the expense of long.term main-
tell.2ncc of the premises or facilities, the necessity for which accrued
during thefiffeEltJ 2/TIount of expense to be borne
by the Lic e er n y prorlling the tota] expense of
th.eitem 0 r a en e n the basis of fractional use by the
Licensee.' i t toul expense shall be prorated
further if the item oflong.term maintenance did not accrue in ilS entirety
during the Licensee's use. Upon a determination by the Licensor that
the necessity ellists for an cxpel'diture of funds for maintenance, protec.
tion, preservation or repair, the Licensee shaU pay to the Licensor its
proportionate share. on demand.
g. No additions to, or alterations of, the premises or facilities shall
be made without the prior consent of the Licensor. Upon revocation or
surrender of this License, to the extent dilected by the Licensor, the
Licensee shall remove all alterations. additions, betterments and
improvements made, or installed, and restore the premises or facilities
to the same, or as good condition as existed on the date of entry under
this License, reasonable wear and tear excepted.
h. The Licensee shall be liable for any loss of, or damage to, the
premises or facilities incurred 2$ a result of its use and shall make such
restoration or repair, or moneUry compens.Jtion as may be directed by
.the Licensor. The Licensee's liability for Iou or damage to the premises
resulting from risles expreu]y required to be insured hereunder shall not
exceed the amount of insurance so required. The Licensee shall not be
liable for Iou of, or damage to, the premises arising from causes beyond
the control of the Ucensee and occasioned by a risk not in (act covered
by insurance and not customarily covered by insurance in the locality
in which the premises are situated. Nothing contained herein, however,
shall relieve the Licensee of liability with respect to any loss or damage
to the premises. not fully compensated for by insurance, which results
from willful misconduct, lack of good faith. or failure to exercise due
diligence. on the put of the Licensee. All insurance required of the
licensee on the premises shall be for the protection of the Licensor and
the Licensee against their respective risks and liabilities in connectiun
with the premises. E.ach policy of insurance apinst Iou Qr damage to
Government property shall name the Licensee and the United Sutes of
America, Department of the Navy. as the insured and shaU contain a
loss payable clause reading substantially as follows:
"Loss, if any, under this policy shall be adjusted with (Name of
Licensee) and the proeeeds, 2l the direction of the Government,
shall be payable to (Name of Licensee), and proceeds not paid to
(Name of Licensee) shall be payable to the Treasurer of the United
States of America."
In the event that any item or part of the premises or facilities shaU
require repair, rebuilding or repbcement resulting from loss or damage,
the risk of which is assumed under this pangraph h. the Lieensee shall
promptly give notice thereof to the Licensor and. to the extent of its
liability as provided in this paragraph. shall. upon demand, either com-
pensate the Government for such loss or damage. or rebuild. repl3ce or
repair the item or irems of the premises or facilities so lost or darn.:lged,
as the Licensor may elect. If the eost of such repair, rebuilding. or
replacement exceeds the liability of the Licensee for such loss or
IIAVFAC 11011129 (S-7S1 (&cJ:)
damage. the Licensee shaU effect such repair. rebuilding or replacement
if required so 10 do by the licensor, and such excess of cost shaU be
reimburs.:d to the licens.:: by the licensor. In the event the Lice~e
shall Iuve effected any repair, rebuilding or replJcement which the
Licensee is required to effect pursuant to Ihis paragraph. the Licensor
sluIl direct payment to Ihe licens.:e or so much of the proceeds of any
insurance carried by the Licens.:e and made avail3ble to the Govern-
ment on account of loss of or damage to any item or part of the
premises or facililies as may be neceSS.Jry to enable the Licensee to
effect such repair. rebuilding or repl3cemenl. In event the Licen~e s.luU
notluve been required to errect such repair, rebuilding, or replacement,
and the insurance procceJs allocable to the loss or damage ",.hich has
created the need for such repair, rebuild;ng or repbcement h.Jve been
paid to the Licensee. the Licens.:e shall promptly rerund to the
Licensor the amount of such proceeds.
L The Licensee shall indemnify and s.Jve harmless the Government
iu officers. agents, s.:rvanlS and employees from all liability under th;
Federal Tort Claims Act (62 Stat. 869,982; 28 U5.C. S<:c 2671. 2680)
or otherwise, for death or injury to all persons. or loss or damage to the
property of all persons resulling from the use or the premises by the
Uccnsee, and shall furnish the insurance specified in ~em 9. Each policy
of insurance required in Item 9 covering bodily injuries and third party
property damage shall conuin an endorsement reading substantially 2S
foUows:
'1'he insurer waives any right of subrogation agJinst the United
States of America which might arise by reason or any paYl:\ent made
under this policy:'
j. All insurance required by this License shall be in such form. for
such periods or lime, and with such insurers as the Licensor may reo
quire or approve. A certificate of insurance or a certified copy of each
policy or insurance taken out hereunder shall be deposited with the
Licensor's local representative prior to use of the premises and fac~ities.
The Licensee agrees that not less than thirty (30) days prior io the
expiration of any insurance required by this Licens.:, it will deliver to
the Licensor's local representative a certificate of insurance or a certi-
fied copy of each renewal policy to cover the same risks.
k. No member of or Deleglle to Con&fess, or Resident Commis-
sioner shall be admilled to any share or part of this License or to any
benefit that may aris.: therefrom; but this provision shJll not ~e con.
strued to extend to this Licen~ ifmade with a corporation for its general
benefit.
\. The Licensee warrants that it has not employed any person to
solicit or secure this License upon any agreement for a commission,
percenuge, brokerage or contingent fee. Breach or this warranty shall
give the Government the right to annul this License or in its discretion
to recover from the Licensee the amount of such commission. percent-
age, brokerage or contingent fee in addilion to the consideration herein
set forth. This warranlY shall not apply to commissions payable by the
Licensee upon conlracts or sales secured Or nude through bona fide
cstablished commercial or selling agencies maintained by the Licensee
for the purpose of securing business.
m. In connection with Ihe performance of work under this License,
the Licensee agrees not to discriminate against any employee or appli-
ant for employment because of race, religion, color, or national origin.
The aforesaid provision shall include, but not be limited to, the
foUowing: employment. upgrading. demotion. or I 'sfer; recruitment
or recruitment advertising; layoff or terminal ion; nles of payor other
forms of compensation; and selection for training. including apprentice-
ship. The Licensee agrees 10 post hereafter in conspicuous places avail-
able for employees and applicants for employment. notices to be pro-
vided by the Licensor selling forth the provisions of the nondiscrimina.
tion clause. The Licensee further agrees to insert the foregoing provision
in all subcontraclS hereunder, except subcontracts for standard com-
mcrical supplies or raw materials.
n. All activities authorized hereunder shall be subject to such rules
and regulations 2S regards supervision or otherwise, as may. from lime
to time, be prescribed by the local represenUtive of the Licensor a.s
designated in hem 5a.
3. RENT.
3.1 The annual rental shall be fifty percent (50%) of the net proceeds, if any,
derived from the use and operation by the licensee or sublicensee of the licensed Premises. Net
proceeds are defined as rental income, and any other miscellaneous income generated from
sublicensees, less any marketing or property management and administration expenses directly
related to the Licensed Premises and incurred in accordance with marketing and management
plans related to the Licensed Premises and incurred in accordance with marketing and _
management plans previously approved by the Government, which such approval shall not be
unreasonably withheld, and less any costs incurred in providing the protection and maintenance
services described in Paragraph 12. Rent due shall be payable quarterly by check made payable
to the U. S. Treasury and forwarded to the Commanding Officer, Southern Division, Naval
Facilities Engineering Command. The remaining fifty (50%) percent of the net proceeds as
defined above shall be retained by the Licensee in a Capital Improvement Reserve Fund (CIRF)
and may be used for capital improvements and repair on the licensed premises upon approval of
the Contracting Officer as further described in Paragraph 8. Any funds remaining in the CIRF at
the end oflicense duration shall be payable to the U. S. Treasury.
3.2 Licensee shall keep adequate records and books of account showing the
actual cost to it of all items of labor, material, equipment, supplies, services, and other items of
cost of any nature constituting an item of actual cost incurred by it directly in the performance of
any item of work or service in the nature of the repair, protection and maintenance services
described in paragraph 12 to be provided the Premises as in-kind consideration for rent or capital
improvements as described in paragraph 8. Licensee shall provide Government with an annual
report of rents received, total expenditures for repair, protection and maintenance services, and
capital improvement expenditures. Licensee shall also provide Government with access to such
records and books of account and proper facilities for inspection thereof at all reasonable times.
All information obtained from said records and books of account shall be deemed-confidential.
4. USE OF PREMISES.
4.1 The sole purpose, for which the Premises may be used, in the absence of
prior written approval by the Government for any other use, is for residential use and reasonable
related office/administrative space.
4.2 Licensee shall not undertake any activity that may affect a historic or
archeological property, including excavation, construction, alteration or repairs of the Premises,
without the approval of the contracting officer and compliance with Sec. 106 of the National
historic Preservation Act, 16 U.S.C.470 (t). Buried cultural materials may be present on the
Premises. If such materials are encountered, Licensee shall stop work immediately and notify
the contracting officer.
5. ASSIGNMENT OR SUBLETTING.
5.1 Licensee is authorized to sublicense property included in a license without
obtaining Navy approval of the sublicensee, provided the sublicensee incorporates the terms of
the license (except for rental terms which may be different in amount or expressed differently)
and does not include any provisions that are inconsistent with the license. A copy of the
sublicense must be provided to the Navy. In the event that the terms and conditions of the
proposed sublicense do not comply with or are not included in this License, then prior
Government approval is required. Such consent shall not be unreasonably withheld or del~yed.
Each sublicense shall contain the environmental protection provisions set forth in Paragraph 13
herein. Under no circumstances shall Licensee assign this License.
5.2 Any sublicense granted by Licensee shall contain a copy of this license as
an attachment and be subject to all of the terms and conditions of this license and shall terminate
immediately upon the expiration or any earlier termination of the license, without any liability on
the part of Government to Licensee or any sublicensee. Under any sublicense made, with or
without consent, the sublicensee shall be deemed to have assumed all of the obligations of
Licensee under this License. No sublicense shall relieve Licensee of any of its obligations
hereunder.
5.3 Upon its execution, a copy of the sublicense shall immediately be
furnished to Government. Should a conflict arise between the provisions of this License and a
provision of the sublicense, the provisions of this License shall take precedence. Any sublicense
shall not be taken or construed to diminish or enlarge any of the rights or obligations of either of
the parties under this License.
6. JOINT INSPECTION REPORT. Ajoint inspection has been conducted by
representatives of Licensee and Government of the Premises, including all personal property and
a complete inventory of Government real and personal property has been made. A report has
been made of the condition of the Premises, including personal property and any deficiencies
which were found to exist have been noted in such report. Each inventory is identified by
building or facility number, and signed and dated by both parties to the license. The Joint
Inspection Report is attached to the license as Exhibit "B". All related personal property in a
building, unless specifically exempted by the terms and conditions of this license, is intended to
remain with that building. All real and personal property delivered to Licensee shall be delivered
"as is, where is", and, as such, Government makes no warranty as to such real and personal
property either as to their usability generally or as to their fitness for any particular purpose. Any
safety and/or health hazards identified shall be corrected at Licensee's expense prior to use and
occupancy. Should this License terminate and not be succeeded by a conveyance oftitle to the
Premises, Licensee shall turn over to Government the Premises in the same condition in which
they were received, reasonable wear and tear and acts of God excepted; provided, nevertheless,
Licensee may at its expense and with prior approval of Government, which approval shall not be
unreasonably delayed, (a) replace any personal property with personal property oflike kind and
2
utility, (b) repair any personal property in a good and workmanlike manner, and (c) dispose of
any worn out, obsolete or non-functioning personal property.
7. DELETED
8. ALTERATIONS. No additions to, or major alterations of, the Premises, including
capital improvements and ground excavation shall be made without the prior written consent of
the Government which consent shall not be unreasonably withheld or delayed. 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 int~rests
of the Government. Minor alterations and improvements shall be authorized. Minor is defined
as alterations or improvements that do not excavate the soil or remove structural load bearing
walls. Examples include painting, installing carpet or floor tile, attaching conduit, pipe, or duct
work to walls or columns, etc. Licensee shall provide Licensor with a listing of these minor
alterations and improvements upon completion of the work for record purposes. Upon
termination of the license other than by transfer of Premises to Licensee or by revocation or
surrender of any sublicense, to the extent directed by Government, Licensee shall, at the option
of and at no expense to the Government, either:
8.1 Promptly remove all alterations, additions, betterments, and improvements
made or installed and restore the Premises to the same or as good condition as existed on the date
of entry under this license, reasonable wear and tear excepted; or
8.2 Abandon such additions or alterations in place, at which time title to said
alterations, improvements, and additions shall vest in Government.
Provided in either event all personal property and trade fixtures of tenant or any third person may
be removed and tenant shall repair any damages to the licensed premises resulting from such
removal.
9. ACCESS BY GOVERNMENT. In addition to access required under Paragraphs 4.2
and 13, at all reasonable times throughout the term of this license, Government shall be allowed
access to the Premises for any purposes upon notice to Licensee. Government normally will give
Licensee or any sublicensee 24-hour prior notice of its intention to enter the Premises unless it
determines the entry is required for safety, environmental, operations or security purposes.
Licensee shall have no claim on account of any entries against the United States or any officer,
agent, employee or contractor. Prior to Licensee's occupancy all entry locks shall be re-keyed.
All necessary keys to the buildings and Premises occupied by Licensee or any sublicensee shall
be made available to Government upon request.
10. UTILITIES. Procurement of utilities, i.e., electricity, water, sewer, telephone, and
trash removal will be the responsibility of the Licensee. In the event that the Government shall
furnish Licensee with any utilities or services maintained by the Government which Licensee
may require in connection with its use of the Premises, Licensee shall pay the Government the
3
charges therefor in addition to the cash rent if any required under this license. Such charges and
the method of payment shall be determined by the Government in accordance with applicable
laws and regulations. If directed by the Government, the Licensee at its sole cost shall install
metering devices for utilities serving the Premises prior to its occupancy of the Premises, and the
volume of utilities used by Licensee shall be determined by such metering devices. It is
expressly agreed and understood that the Government in no way warrants the continued
maintenance or adequacy of any utility or service furnished by it to Licensee.
11. NO INTERFERENCE
11.1 The Government and the Licensee will coordinate the conduct of any joint
occupancy of the Premises if required for the performance of environmental cleanup or
restoration actions by the Government, Environmental Protection Agency (EP A), State of Florida
or their contractor.
11.2 Licensee shall not conduct operations, nor make any alterations, that would
interfere with or otherwise restrict Navy operations or environmental clean-up or restoration
actions by the Government, EP A, State of Florida, or their contractors. Cleanup, restoration, or
testing activities for environmental purposes by these parties shall take priority over Licensee's
use of the Premises in the event of any conflict.
12. PROTECTION AND MAINTENANCE SERVICES. Licensee shall furnish all
labor, supervision, materials, supplies, and equipment necessary to furnish the maintenance and
repair of the following building systems and appurtenances: structural, fencing, plumbing,
electrical, heating and cooling systems, exterior utility systems, pavement and ground
maintenance, (including grass cutting, shrub trimming, and tree removal), pest control to make
sure the Premises remain free from ro'dents, insects, termites, animals and weeds, refuse removal
and security and fire protection necessary for the protection of the Premises. Government shall
not be required to furnish any services or Facilities or to make any repair or alteration in or to the
Premises. Licensee hereby assumes the full and sole responsibility for the protection,
maintenance and repair of the Premises. For specifics as to such protection and maintenance and
repair required to be provided by Licensee hereunder the following provisions shall apply:
12.1 Maintenance & Reoair. The degree of maintenance and repair services to
be furnished by Licensee hereunder shall be that which is sufficient to assure weather tightness,
structural stability (excluding any seismic retrofit and/or modifications to foundations resulting
from extraordinary natural occurrences such as earthquakes and landslides), protection from fire
hazards or erosion, and elimination of safety and health hazards, which arise during the term of
the License and which are not caused by the actions of the Government or its employees,
contractors, or agents, so that the Premises being serviced will remain in the condition in which
they exist at the commencement of the license as documented in the Joint Inspection Report
prepared pursuant to paragraph 6, ordinary wear and tear and acts of God excepted. This does
not apply to any pre-existing defective conditions (exclusive of safety and/or health hazards) of
the Premises belonging to the Government which were identified as defective at the time of the
4
joint inspection, such defects being noted and included in the Joint Inspection Report. Any
repair to correct such pre-existing defective conditions shall be at the Licensee's option and
expense. The Government, upon due notice, may inspect the Premises to insure performance of
the maintenance set forth herein.
12.2 Exterior Utility Systems. Unless otherwise determined jointly between the
Government and the Licensee, the physical limits of Licensee's maintenance responsibility for
utility systems will be as follows:
Potable water lines - Licensee shall maintain entire water distribution utility.
system from meter box, including all plumbing fixtures, within the property boundaries.
Waste and sewage lines (including all lines) - Licensee shall maintain from the
connection at the metering manhole, to and including all drains and plumbing fixtures, within the
property boundaries.
Electrical systems (600 volts and less) - Licensee shall maintain from beginning at
and including the weatherhead. In the case of underground power electrical systems shall be
maintained beginning at and including the meter base, or if no meter exists, from the low voltage
side of the transformer.
Storm sewer system - Licensee shall maintain all storm sewer system components
including pipes and catch basins on or under licensed premises.
12.3 Refuse Removal. Debris, trash and other useless materials shall be
promptly removed from the Premises, and the area of work shall be kept reasonably clean and
free of useless materials at all times. :At completion of the license, the area of work and the
Premises shall be left without containers, Licensee's equipment, and other undesirable materials,
and in an acceptably clean condition.
12.4 Security Protection. Licensee shall provide security to assure security and
safety of the Premises. Any crimes or other offenses, including traffic offenses and crimes and
offenses involving damage to or theft of Government property, shall be reported to the
appropriate authorities for their investigation and disposition and to Government as property
owner.
12.5 Fire Protection. Licensee shall be responsible for fire protection of the
Premises.
13. ENVIRONMENTAL PROTECTION PROVISIONS.
13.1 Licensee and any sublicensee shall comply with the applicable Federal, state,
and local laws, regulations, and standards that are or may become applicable to Licensee's
activities on the Premises.
5
13.2 Licensee and any sublicensee shall be solely responsible for obtaining at its
cost and expense any environmental permits required for its operations under the license,
independent of any existing permits. Copies of all required operation permits shall be provided to
the Government.
13.3 Licensee shall indemnify and hold harmless Government from any costs,
expenses, liabilities, fines, or penalties resulting from discharges, emissions, spills, storage,
disposal, arising from Licensee's occupancy, use or operations, or any other action by Licensee
or any sublicensee giving rise to Government liability, civil or criminal, or responsibility u_nder
Federal, state, or local environmental laws. This provision shall survive the expiration or
termination of the license, and Licensee's obligations hereunder shall apply whenever
Government incurs costs or liabilities for Licensee's actions.
13.4 Government's rights under this license specifically includes the right for
Government officials to inspect upon reasonable notice the Premises for compliance with
environmental, safety, and occupational health laws and regulations, whether or not Government
is responsible for enforcing them. Such inspections are without prejudice to the right of duly
constituted enforcement officials to make such inspections. The Government normally will give
the Licensee or sublicensee twenty four (24) hours prior notice of its intention to enter the
Premises unless it determines the entry is required for safety, environmental, operations, or
security purposes. The Licensee shall have no claim on account of any entries against the United
States or any officer, agent, employees or contractor thereof. The Licensee will establish a
program to ensure compliance with OSHA standards which will include an annual inspection to
identify deficiencies in the Premises, the resolution of those deficiencies, and an annual report to
the Government noting all deficiencies and their resolution.
13.5 The Poinciana Housing Complex, Key West has not been identified as a
National Priority List (NPL) Site under the Comprehensive Environmental Response
Compensation and Liability Act (CERCLA) of 1980, as amended, and as such is Bot subject to
any Inter-Agency Agreement (lAG).
13.6 The Government, EPA, and the Florida Department of Environmental
Protection (FDEP) and their officers, agents, employees, contractors, and subcontractors have
the right, upon reasonable notice to Licensee and any sublicensee, to enter upon the Premises for
the purposes enumerated below and for such other purposes consistent with any provision of the
Installation Restoration Program (IRP).
13.6.1 To conduct investigations and surveys, including, where necessary,
drilling, soil and water sampling, testpitting, testing soil borings and other activities related to the
IRP.
13.6.2 To inspect field activities of the Government and its contractors
and subcontractors in implementing IRP.
6
13.6.3 To conduct any test or survey required by the EPA or FDEP
relating to the implementation of the IRP at the Premises or to verify any data submitted to the
EP A or FDEP by the Government relating to such conditions.
13.6.4 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.
13.7 Licensee further agrees that in the event of any assignment or sublic~nse
of the Premises, it shall provide to the EPA and FDEP by certified mail a copy of the agreement
or sublicense of the Premises within fourteen (14) days after the effective date of such
transaction. Licensee may delete the financial terms and any other proprietary infornlation from
the copy of any agreement of assignment or sublicense furnished pursuant to this condition.
13.8 Licensee shall not conduct or permit its sublicensees to conduct, any
subsurface excavation, digging, drilling or other disturbance of the surface without the prior
written approval of the Government.
13.9 The Licensee shall strictly comply with the hazardous waste permit
requirements under the Resource Conservation and Recovery Act (RCRA) and the State of
Florida equivalent. Except as specifically authorized by the Government in writing, the Licensee
must provide at its own expense such hazardous waste management facilities, complying with all
laws and regulations. Government hazardous waste management facilities will not be available
to the Licensee. Any violation of the requirements of this condition shall be deemed a material
breach of this License.
13.10 DOD Component accumulation points for hazardous and other wastes will
not be used by the Licensee or any sublicensee. Neither will the Licensee or sublicensee permit
its hazardous wastes to be commingled with hazardous waste of the DOD Component.
13.11 The Licensee shall have a Government-approved plan for responding to
hazardous waste, fuel, and other chemical spills prior to commencement of operations on the
Premises. Such plan shall be independent of NAS Key West, Florida and shall not rely on use
of installation personnel or equipment. Should the Government provide any personnel or
equipment, whether for initial fire response and/or spill containment, or otherwise on request of
the Licensee, or because the Licensee was not, in the opinion of the said officer, conducting
timely cleanup actions, the Licensee agrees to reimburse the Government for its cost.
13.12 The Licensee shall not construct or make or permit its sublicensees or
assigns to construct or make any substantial alterations, additions, or improvements to or
installations upon or otherwise modify or alter the Premises in any way which may adversely
affect the cleanup, human health, or the environment without the prior written consent of the
Government. Such consent may include a requirement to provide the Government with a
7
performance and payment bond satisfactory to it in all respects and other requirements deemed
necessary to protect the interests of the Government. For construction of alterations, additions,
modifications, improvements or installations (collectively "work") in the proximity of operable
units that are part of a National Priorities List (NPL) Site, such consent may include a
requirement for written approval by the Government's Remedial Project Manager in addition to
the approval by the Contracting Officer. Except as such written approval shall expressly provide
otherwise, all such approved alterations, additions, modifications, improvements, and
installations shall become Government property when annexed to the Premises.
13.13 The Licensee agrees to comply with the provisions of any health or $afety
plan in effect under the IRP during the course of any of the above described response or remedial
actions. Any inspection, survey, investigation, or other response or remedial action will, to the
extent practicable, be coordinated with representatives designated by the Licensee and any
sublicensee. The Licensee and any sublicensees, assignees, or invitees shall have no claim on
account of such entries against the Government or any officer, agent, employee, contractor, or
subcontractor thereof. In addition, the Licensee shall comply with all applicable Federal, State,
and local occupational safety and health regulations applicable with respect to its use of the
Premises during the term of this lease. Nothing herein shall obligate the Government to
compensate Licensee or any third person for any lost profits, lost opportunities, wages or
operating expenses or any other costs incurred as a result of Licensee's cooperation pursuant to
this paragraph.
13.14 Storage, treatment, or disposal of toxic or hazardous materials on the
Premises is prohibited except as authorized by the Government in accordance with 10 U.S.C. 2692.
13.15 The Licensee and any sublicensee shall provide prior written notification to
the Government of any articles, tools; equipment, or devices brought on-site which contain
radioactive material. Examples of potential radiological sources include radium-containing dials,
gauges, and illuminators; tritium in illuminators and exit signs; thorium in optical lenses or
welding consumables; abrasive blasting material; or any radioactive source used for calibration,
medical diagnosis or therapy, or industrial radiography. The Licensee is responsible for removal
of any such potential radiological sources upon termination of the License.
13.16 Licensee is prohibited from using groundwater for consumption and
irrigation uses. These restrictions shall remain in place until the contaminant levels are below the
Florida Department of Environmental Protection target clean-up levels.
13.17 Asbestos Containing Material (ACM) is present in floor tiles, mastic
and linoleum. The ACM is in a non-friable condition. Licensee shall manage the ACM in
accordance with applicable laws and regulations. Asbestos-Containing Material Survey (Exhibit
"C") attached hereto and made a part hereof.
13.18 The houses contain Lead Base Paint (LBP) on vinyl baseboards, wood
exterior door casings, wood exterior door trim, wood exterior fascia, wood exterior window trim,
8
.
wood exterior upper trim, parking lot paint strips (yellow) and painted manhole covers (red).
Licensee shall manage LBP in accordance with applicable laws and regulations. Lead-Based
Paint Survey (Exhibit "D") attached hereto and made a part hereof.
14. TERMINATION.
14.1 Termination bv Government. The Government shall have the right to
terminate this License without liability;
14.1.1 Upon fifteen (15) day notice in the event of a national emergency
as declared by the President or the Congress of the United States; or
14.1.2 In the event of breach by the Licensee of any terms and conditions
hereof. In the event of a breach involving the performance of any obligation, the Licensee shall
be afforded fifteen (15) days from the receipt of the Government's notice of intent to terminate to
complete the performance of the obligation or otherwise cure the subject breach and avoid
termination of this License. The Government may grant a reasonable extension of time to
complete the cure. In the event that the Government shall elect to terminate this License on
account of the breach by the Licensee of any of the terms and conditions, the Government shall
be entitled to recover and the Licensee shall pay to the Government.
14.1.2.1 The costs incurred in resuming possession of the
Premises.
14.1.2.2 The costs incurred in performing any obligation on the
part of the Licensee to be performed hereunder.
14.1.2.3 An amount equal to the aggregate of any maintenance
obligations, and charges assumed hereunder and not paid or satisfied, which amounts shall be
due and payable at the time when such obligations, and charges would have accrued or become
due and payable under this License.
14.1.3. If the Licensee is tendered fee ownership of the licensed premises
and fails to accept such ownership within one hundred eighty (180) days of written notice of such
offer.
14.2 Termination bv Licensee. The Licensee shall have the right to terminate this
License upon 30 days written notice to the Government in the event of breach by the
Government of any of the terms and conditions hereof. In the event of a breach involving the
performance of any obligation, the Government shall be afforded ten days from the receipt of the
Licensee's notice of intent to terminate to complete performance of the obligation or otherwise
undertake to cure the subject breach and avoid termination of this License. The Licensee shall
also have the right to terminate this License in the event of damage to or destruction of all of the
9
Premises or such a substantial portion thereof as to render the Premises incapable of use for the
purposes for which it is licensed hereunder, provided:
14.2.1 The Government either has not authorized or directed the repair,
rebuilding, or replacement of the improvements or has made no provision for payment for such
repair, rebuilding, or replacement by application of insurance proceeds or otherwise, and
14.2.2 That such damage or destruction was not occasioned by the fault or
negligence of the Licensee or any of its officers, agents, servants, employees, subtenants, or
invitees, or by any failure or refusal on the part of the Licensee to fully perform its obligations
under this License.
14.3 Termination by Transfer. This License will terminate upon the transfer to
the Licensee of title to the licensed Premises.
14.4 Environmental Contamination. In the event environmental contamination
is discovered on the property which creates, in Government's determination, an imminent and
substantial endangerment to human health or the environment, and notwithstanding any other
termination rights and procedures contained in this license, Licensee shall vacate, or require any
sublicensee to vacate, the Premises immediately upon notice from Government of the existence
of such a condition and the requirement to so vacate the Premises. Exercise of this right by the
Government shall be without liability except that Licensee shall not be responsible for the
payment of rent, the amount of deduction to be determined on a daily pro rata basis, during the
period the Premises is vacated. Government's exercise of the right herein to order the property
immediately vacated does not alone constitute a termination of the license, but such right may be
exercised in conjunction with any other termination rights provided in this license or by law.
15. INDEMNIFICATION BY LICENSEE. Licensee 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 post judgement proceedings in connection with any fines; suits, actions,
damages, 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 Premises by Licensee and the
employees, agents, servants, guests, invitees, contractors and sublessees of Licensee, including
but not limited to, any fines, claims, demands, and causes of action of every nature whatsoever
which may be made upon, sustained, or incurred by Government by reason of any breach,
violation, omission, or non-performance of any term, covenant, or condition hereof on the part
of Licensee or the employees, agents, servants, guests, or invitees of Licensee. This
indemnification also applies to claims arising out of the furnishing of any utilities or services by
the Government or any interruption therein or failure thereof, whether or not the same shall be
occasioned by the negligence or lack of diligence of Licensee, its officers, agents, servants or
employees. However, this indemnity shall not extend to damages due to the fault or negligence
of the Government or its contractors. This covenant shall survive the termination of this license.
16. INSURANCE.
10
16.1 All Risk. Licensee shall in any event and without prejudice to any other
rights of Government bear all risk of loss or damage to the Premises occupied or used by
Licensee or any of its sublicensees, arising from any causes whatsoever, or in any manner
connected with the occupation or use of the Premises by Licensee or any sublicensees, or by a
risk customarily covered by insurance in the locality in which the Premises are situated, even
where such loss or damage stems from causes beyond Licensee's control. Provided, however,
Licensee shall have no liability for loss or damage resulting from collapse of structures, war, riot,
flood, windstorm, fire, explosion (not caused by Licensee's negligence) acts of God or natural
disasters. As to damage of facilities and personal property not part of the Premises, Licens_ee
shall only be liable for loss or damage arising out of Licensee's occupation or use of the
Premises. In the event that any item or part of the Premises shall require repair, rebuilding, or
replacement resulting from loss or damage, the risk of which is assumed under this section,
Licensee shall promptly give notice thereof to Government, and shall, upon demand of
Government, either compensate Government for such loss or damage, or rebuild, replace, or
repair the item or items of the Premises so lost or damaged.
16.2 Licensee's Insurance. During the entire period this lease shall be in effect,
Licensee at its expense will carry and maintain:
16.2.1 All-risks property and casualty insurance against the risks
enumerated in paragraph 16.1 above in an amount at all times equal to at least 100 percent of the
full replacement value of the improvements and personal property on or near the Premises..
16.2.2 Public liability and property damage insurance, including but not
limited to, insurance against assumed or contractual liability under this license, with respect to
the Premises, to afford protection with limits of liability of not less than $1,000,000 in the event
of bodily injury and death to any number of persons in anyone accident, and not less than
$1,000,000 for property damage.
16.2.3 If and to the extent required by law, worker's compensation or
similar insurance in form and amounts required by law.
16.3 Licensee's Contractor's and Sublicensee's Insurance. During the entire
period this license shall be in effect, Licensee shall require its contractors or sublicensees or any
contractor performing work at Licensee's or Sublicensee's request on the Premises to carry and
maintain the insurance required below:
16.3.1 Comprehensive general liability insurance, including, but not
limited to, contractor's liability coverage and contractual liability coverage, of not less than
$1,000,000 with respect to personal injury or death, and $1,000,000 with respect to property
damage.
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16.3.2 Worker's compensation or similar insurance in form and amounts
required by law.
16.4 Policv Provisions. All insurance which this license requires Licensee to
carry and maintain or cause to be carried or maintained shall be in such form, for such amounts,
for such periods of time, and with such insurers as Government may reasonably require or
approve. All policies or certificates issued by the respective insurers for public liability and all-
risks property insurance will name Government as an additional insured, provide that any losses
shall be payable notwithstanding any act or failure to act or negligence of Licensee or
Government or any other person, provide that no cancellation, reduction.in amount, or material
change in coverage thereof shall be effective until at least 30 days after receipt by Government of
written notice thereof, provide that the insurer shall have no right of subrogation against
Government, and be reasonably satisfactory to Government in all other respects. In no
circumstances will Licensee be entitled to assign to any third party rights of action which
Licensee may have against Government.
16.5 Deliverv of Policies. Licensee shall deliver or cause to be delivered
promptly to Government a certificate of insurance evidencing the insurance required by this
license and shall also deliver no later than 30 days prior to the expiration of any such policy, a
certificate of insurance evidencing each renewal policy covering the same risks.
17. LABOR PROVISION.
17.1 Equal Opportunitv. During the term of this license Licensee agrees as
follows:
17.1.1 Licensee shall not discriminate against any employee or applicant
for employment because of race, color, religion, sex, or national origin. Licensee shall take
affirmative action to ensure that applicants are employed, and that employees are treated during
employment, without regard to their race, color, religion, sex, or national origin. Such action
shall include, but not be limited to the following: employment, upgrading, demotion, or transfer,
recruitment or recruitment advertising, layoff or termination, rate of payor other forms of
compensation, selection for training, including apprenticeship. Licensee agrees to post in
conspicuous places available to employees and applicants for employment, notices to be
provided by Government setting forth the provisions of this nondiscrimination clause.
17.1.2 Licensee shall, in all solicitations or advertisements for employees
placed at the Premises by or on behalf of Licensee, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex, or national origin.
17.1.3 Licensee shall send to each labor union or representative of
workers with which it has a collective bargaining agreement or other contract or understanding a
notice to be provided by Government, advising the labor union or worker's representative of
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Licensee's commitments under this Equal Opportunity Clause and shall post copies of the notice
in conspicuous places available to employees and applicants for employment.
17.1.4 Licensee shall comply with all provisions of Executive Order
11246 of September 24, 1965, as amended by Executive Order 11375 of October 13, 1967, and
of the rules, regulations, and relevant orders of the Secretary of Labor.
17.1.5 Licensee shall furnish all information and reports required by
Executive Order 11246 of September 24,1965, as amended by Executive Order 11375 of
October 13, 1967, and by the rules, regulations, and orders of the Secretary of Labor or pursuant
thereto, and will permit access to his books, records, and accounts by Government and the
Secretary of Labor for purposes of investigating to ascertain compliance with such rules,
regulations, and orders.
17.1.6 In the event of Licensee's noncompliance with the Equal
Opportunity Clause of this license or with any of said rules, regulations, or 'orders, this license
may be canceled, terminated, or suspended in whole or in part and Licensee may be declared
ineligible for further Government contracts in accordance with procedures authorized in
Executive Order 11246 of September 24, 1965, as amended by Executive Order 11375 of
October 13, 1967, and such other sanctions may be imposed and remedies invoked as provided in
Executive Order 11246 of September 24, 1965, as amended by Executive Order 11375 of
October 13, 1967, or by rule, regulation, or order of the Secretary of Labor, or as otherwise
provided by law.
17.1.7 Licensee will include the above provisions in every sublicense
unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to
section 204 of Executive order 11246 or September 24, 1965, as amended by Executive Order
11375 of October 13, 1967, so that such provisions will be binding upon each sublicensee.
Licensee will take such action with respect to any sublicensee as Government may direct as a
, means of enforcing such provisions including sanctions for noncompliance; provided, however,
that in the event Licensee becomes involved in, or is threatened with, litigation with sublicensee
as a result of such direction by Government, Licensee may request the United States to enter into
such litigation to protect the interests of the United States.
17.2 Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330). This
license, to the extent that it is a contract of a character specified in the Contract Work Hours
Standards Act (40 U.S.C. 327-330) and is not covered by the Walsh-Healy Public Contracts Act
(41 U.S.c. 35-45), is subject to the following provisions and exceptions of said Contract Work
Hours and Safety Standards Act and to all other provisions and exceptions of said law:
17.2.1 Licensee shall not require or permit any laborer or mechanic in any
workweek in which he is employed on any work under this lease to work in excess of 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
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and one-half times his basic rate of pay for all such hours worked in excess of 40 hours in such
workweek. The "basic rate of pay", as used in this clause, shall be the amount paid per hour,
exclusive of Licensee's contribution or cost for fringe benefits and any cash payment made in
lieu of providing fringe benefits, or the basic hourly rate contained in the wage determination,
whichever is greater.
17.2.2 In the event of any violation of the provisions of paragraph 17.2.1,
Licensee shall be liable to any affected employee for any amounts due, and to the United States
for liquidated damages. Such liquidated damages shall be computed with respect to each
individual laborer or mechanic employed in violation of the provisions of paragraph 17.2.1 in the
sum of $1 0.00 for each calendar day on which such employee was required or permitted to be
employed on such work in excess of the standard work week of 40 hours without payment of the
overtime wages required by paragraph 17.2.1.
17.3 Convict Labor. In connection with the performance of work required by this
license, Licensee agrees not to employ any person undergoing a sentence of imprisonment at
hard labor.
18. SUBMISSION OF NOTICES. Notices shall be sufficient under this license if made
in writing and submitted in the case of Licensee to:
City of Key West
Local Redevelopment Authority
Attn: Mr. William H. Harrison
P. O. Box 1409
Key West, Florida 30041-1409
and in case of the government to:
Commanding Officer
Southern Division, Naval Facilities Engineering Command
2155 Eagle Drive P.O. Box 190010
N. Charleston, SC 29419-9010
Copy to Local Government Representative at:
Naval Air Station
Attn: Code 188
Public Works Department
P. O. Box 9007
Key West, Florida 33040-9001
The above-named individuals shall be the representatives of the parties and the point of contact
during the period of this license. Such notice shall be deemed to have been given if delivered
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personally, or deposited in the United States mail, postage prepared, certified mail, return receipt
requested and addressed as set forth above or to such other address as either party shall have
provided to the other by like notice.
19. STORAGE. Any Government property which must be removed to permit exercise of
the privilege granted by this license shall be stored, relocated, or removed from the site at the
sole cost and expense of the Licensee.
20. AUDIT. This agreement shall be subject to audit by any and all cognizant
Government agencies. Licensee shall make available to such agencies for use in connection with
such audits all records which it maintains with respect to this license and copies of all reports
required to be filed hereunder.
21. INTEREST. Notwithstanding any other provision of this license, unless paid within
30 days, all amounts that become payable by Licensee to Government under this license (net of
any applicable tax credit under the Internal Revenue Code) shall bear interest from the date due.
The rate of interest will be the Current Value of Funds Rate published by the Secretary of the
Treasury pursuant to 31 U.S.C 3717 (Debt Collection Act of 1982). Amounts shall be due upon
the earliest of (a) the date fixed pursuant to this license, (b) the date of the first written demand
for payment, consistent with this lease, including demand consequent upon default termination,
(c) the date of transmittal by Government to Licensee of a proposed supplemental agreement to
confirm completed negotiations fixing the amount, or (d) if this license provides for revision of
prices, the date of written notice to Licensee stating the amount of refund payable in connection
with a pricing proposal or in connection with a negotiated pricing agreement not confirmed by
license supplement.
22. AGREEMENT. This license agreement shall not be modified unless in writing and
signed by both parties. No oral statements or representation made by, or for, on behalf of either
party shall be a part of this license.
23. FAILURE TO INSIST ON COMPLIANCE. The failure of Government to insist, in
anyone or more instances, upon performance of any of the terms, covenants, or conditions of
this license shall not be construed as a waiver or relinquishment of Government's right to the
future performance of any such terms, covenants, or conditions and Licensee's obligations in
respect of such future performance shall continue in full force and effect.
24. DISPUTES.
24.1 Except as provided in the Contract Disputes Act of 1978 (41 U.S.C. 601-
613) (the Act), all disputes arising under or relating to this license shall be resolved under this
clause and the provisions of the Act.
24.2 "Claim", as used in this clause, means a written demand or written
assertion by the Licensee or the Government seeking, as a matter of right, the payment of money
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in a sum certain, the adjustment or interpretation of license terms, or other relief arising under or
relating to this license. A claim arising under this license, unlike a claim relating to this license,
is a claim that can be resolved under a license clause that provides for the relief sought by the
Licensee. However, a written demand or written assertion by the Licensee seeking the payment
of money exceeding $100,000 is not a claim under the Act until certified as required by
subparagraph 24.3(b) below. The routine request for rental payment that is not in dispute is not a
claim under the Act. The request may be converted to a claim under the Act, by complying with
the submission and certification requirements of this clause, if it is disputed either as to liability
or amount or is not acted upon in a reasonable time.
24.3(a) A claim by the Licensee shall be made in writing and, unless otherwise
stated in this contract, submitted within 6 years after accrual of the claim to the Commanding
Officer, Southern Division, Naval Facilities Engineering Command, for a written decision. A
claim by the Government against the Licensee shall be subject to a written decision by the
Commanding Officer, Southern Division, Naval Facilities Engineering Command.
(b) Licensee shall provide the following certification when submitting any
claim---
(l) exceeding $100,000; or
(2) Regardless of the amount claimed, when using---
(a) Arbitration conducted pursuant to 5 U.S.C. 575-580; or
(b) Any other alternative mean of dispute resolution (ADR)
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 are
accurate and complete to the best of my knowledge and belief; that the amount requested
accurately reflects the contract adjustment for which the Licensee believes the Government is
liable; and that I am duly authorized to certify the claim on behalf of the Licensee."
(c) The certification requirement does not apply to issues in controversy
that have not been submitted as all or part of a claim.
24.4 The certification may be executed by any person duly authorized to bind the
Licensee with respect to the claim.
24.5 For Licensee claims of $1 00,000 or less, the Commanding Officer,
Southern Division, Naval Facilities Engineering Command, must, if requested in writing by the
Licensee, render a decision within 60 days of the request. For Licensee-certified claims over
$100,000, the Commanding Officer, Southern Division, Naval Facilities Engineering Command,
must, within 60 days decide the claim or notify the Licensee of the date by which the decision
will be made.
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:)
24.6 The Commanding Officer, Southern Division, Naval Facilities
Engineering Command decision shall be final unless the Licensee appeals or files a suit as
provided in the Act.
24.7 At the time a claim by the Licensee is submitted to the Commanding
Officer, Southern Division, Naval Facilities Engineering Command, or a claim by the
Government is presented to the Licensee, the parties, by mutual consent, may agree to use
alternative means of dispute resolution. When using arbitration conducted pursuant to 5 U.S.C.
575-580 or when using any other ADR techniques that the agency elects to handle in accor.dance
with ADRA, any claim, regardless of amount, shall be accompanied by the certification
described in Paragraph 24.3(b) of this clause and executed in accordance with Paragraph 24.4 of
this clause.
24.8 The Government shall pay interest on the amount found due and unpaid by
the Government from (1) the date the Commanding Officer, Southern Division, Naval Facilities
Engineering Command received the claim (properly certified if required), or (2) 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 defined in (FAR) 48 CFR 33.201, interest shall be paid from
the date that the Commanding Officer, Southern Division, Naval Facilities Engineering
Command initially receives the claim. Simple interest on claims shall be paid at the rate, fixed
by the Secretary of the Treasury, as provided in the Act, which is applicable to the period during
which the Commanding Officer, Southern Division, Naval Facilities Engineering Command
receives the claim and then at the rate applicable for each 6 month period as fixed by the
Treasury Secretary during the pendency of the claim. Rental amounts due to the Government by
the Licensee will have interest and penalties as set out in the condition on RENT, if any.
24.9 The Licensee shall proceed diligently with the performance of the license,
pending final resolution of any request for relief, claim, appeal, or action arising under the
license, and comply with any decision of the Commanding Officer, Southern Division, Naval
Facilities Engineering Command.
25. COVENANT AGAINST CONTINGENT FEES. Licensee warrants that no person
or agency has been employed or retained to solicit or secure this license upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial agencies maintained by Licensee for the purpose
of securing business. For breach or violation of this warranty, Government shall have the right to
annul this license without liability or in its discretion to require Licensee to pay, in addition to
the rental or consideration, the full amount of such commission, percentage, brokerage, or
contingent fee.
26. OFFICIALS NOT TO BENEFIT. No member of or delegate to Congress, or
Resident Commissioner, shall be admitted to any share or part of this license or to any benefit to
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arise therefrom, but this provision shall not be construed to extend to this license if made with a
corporation for its general benefit.
27. LIENS. Licensee shall promptly discharge or cause to be discharged valid lien, right
in rem, claim, or demand of any kind, except one in favor of Government, which at any time may
arise or exist with respect to the Premises or materials or equipment furnished therefor, or any
part thereof, and if the same shall not be promptly discharged by Licensee, or should Licensee or
any sublicensee be declared bankrupt or make an assignment on behalf of creditors, or should the
licensee's estate be taken by execution, Government reserves the right to take immediate
possession without any liability to Licensee or any sublicensee. Licensee and any sublicensee
shall be responsible for any costs incurred by Government in securing clear title to its property.
28. TAXES. Licensee 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 license may be imposed upon Licensee with respect to the Premises. Title 10 United States
Code, Section 2667 ( e) contains the consent of Congress to the Taxation of Licensee's interest in
the Premises, whether or not the Premises are in an area of exclusive Federal jurisdiction.
Should Congress consent to taxation of Government's interest in the property, this license will be
renegotiated.
29. SUBJECTION TO EXISTING AND FUTURE EASEMENTS AND RIGHTS-OF-
WAY. This license is subject to all outstanding easements and rights-of-way for location of any
type of facility over, across, in, and upon the Premises, or any portion thereof, and to the right of
Government to grant such additional easements and rights-of-way over, across, in and upon the
Premises as it shall determine to be in the public interest; provided that any such additional
easement or right-of-way shall be conditioned on the assumption by the grantee thereof of
liability to Licensee for such damages as Licensee shall suffer for property destroyed or property
rendered unusable on account of the grantee's 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 officially engaged in the construction,
installation, maintenance, operation, repair, or replacement of Premises located thereon, and to
any Federal, state, or local official engaged in the official inspection thereof, such reasonable
rights of ingress and egress over the Premises as shall be necessary for the performance of their
duties with regard to such Premises.
30. ADMINISTRATION. Except as otherwise provided for under the license, the
Commanding Officer, Southern Division, Naval Facilities Engineering Command, shall have
complete charge of the administration of this license, and shall exercise full supervision and
general direction thereof insofar as the interests of Government are affected.
31. SURRENDER. Should the License be terminated prior to conveyance of the
Premises to the Licensee, Licensee shall quietly and peacefully remove itself and its property
from the Premises and surrender the possession thereof to Government; provided, in the event
Government shall terminate this license upon less than 30 days notice, Licensee shall be allowed
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a reasonable period of time, as determined by the Government, but in no event to be less than 30
days from receipt of notice of termination, in which to remove all of its property from and
terminate its operations on the Premises. During such period prior to surrender, all obligations
assumed by Licensee under this license shall remain in full force and effect; provided, however,
that if the Government representative shall in its sole discretion, determine that such action is
equitable under the circumstances, it may suspend, in whole or in part, any further accruals of
rent if any or maximum amount to be expended between the date of termination of the license
and the date of final surrender of the Premises. Government may, in its discretion, declare any
property which has not been removed from the Premises upon termination provided for above, as
abandoned property upon an additional 90 days notice.
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LIST OF EXHIBITS
EXHIBIT "A"
BOUNDRY SURVEY, SHEETS (1) AND (2) .
EXHIBIT "B"
JOINT INSPECTION REPORT
EXHIBIT "C"
ASBESTOS-CONTAINING MATERIAL SURVEY
EXHIBIT "D"
LEAD-BASED PAINT SURVEY
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