**EXHIBIT C**

**SAMPLE LEASE (IMPROVEMENTS)**

**TABLE OF CONTENTS**

**Section 1. DEFINITIONS**

**Section 2. LEASE OF PREMISES**

2.1. Lease of Premises; Reservation of Rights

2.2 Waiver

2.3 Easements

2.4 Ownership of the Premises

2.5 Historic Property

**Section 3. Acceptance of the Premises**

3.1 As Is Condition of the Premises

3.2 Lessee's Due Diligence

3.3 Inventory and Condition Report

**Section 4. LEASE TERM AND ABANDOMENT**

4.1 Lease Term

4.2 Abandonment

**Section 5. RENT**

> 5.1 Net Lease
>
> 5.2 Annual Rent

**Section 6. USES OF PREMISES**

6.1 Authorized Uses

6.2 Changes to Authorized Uses

6.3 Applicable Laws

6.4 Forbidden Uses

6.5 Site Disturbance

6.6 Protection of Cultural and Archeological Resources.

6.7 Signs

6.8 Permits and Approvals

6.9 Alterations

**Section 7. RECORDS AND AUDITS**

**Section 8. INITIAL IMPROVEMENTS BY LESSEE**

**Section 9. CONSTRUCTION APPROVAL**

1.  In General

9.2 Enforced Delays

9.3 Utilities During Construction

9.4 Approval of Construction

9.5 Site Inspection

9.6 Construction Documents

9.7 General Scope of Review.

9.8 Changes to Approved Construction Documents

9.9 Special Considerations for Historic Property

9.10 Evidence of Adequate Funds

9.11 Building Permit

9.12 Construction Completion Procedures

**Section 10. MAINTENANCE AND REPAIR**

10.1 Lessee's Responsibilities

10.2 Maintenance Plan

10.3 Preservation Maintenance Plan

**Section 11. UTILITIES**

**Section 12. HAZARDOUS MATERIALS**

**Section 13. INSURANCE AND INDEMNIFICATION**

13.1 Insurance During the Lease Term

13.2 Insurance Requirements Modification

13.3 Disposition of Insurance Proceeds

13.4 Inadequate Insurance Coverage

13.5 Indemnity

**Section 14. DAMAGE OR DESTRUCTION**

14.1 Damage or Destruction; Duty to Restore

14.2 No Termination; No Effect on Rental Obligation

**Section 15. LIENS**

15.1 No Power in Lessee to Create

15.2 Discharge of Liens by Lessee

15.3 No Consent or Waiver by Lessor

**Section 16. ASSIGNMENTS AND ENCUMBRANCES**

16.1 Assignments

16.2 Encumbrances

**Section 17. DEFAULTS AND LESSOR'S REMEDIES**

17.1 Termination for Default

17.2 Bankruptcy

17.3 No Waiver

17.4 Lessor's Right to Cure Defaults

**Section 18. SURRENDER AND HOLDING OVER**

18.1 Surrender of the Premises

18.2 Holding Over

**Section 19. EQUAL OPPORTUNITY LAWS**

**Section 20. NOTICES**

**Section 21. GENERAL PROVISIONS**

**SAMPLE LEASE (Improvements)**

**THIS LEASE is made and entered into by and between the United States
Department of the Interior, acting through the National Park Service, an
agency of the United States of America (Lessor), and
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,
(Lessee).**

**WITNESSETH THAT:**

**WHEREAS,** Congress designated PETERSBURG NATIONAL BATTLEFIELD as a
unit of the national park system;

**WHEREAS,** the Park Area contains property that has been determined
suitable for leasing under [36 Code of Federal Regulations Part
18](../../Exhibit%20C%20-%20Regulation-36CFR,%20Part%2018/36CFR18.pdf.pdf);

**WHEREAS**, the Lessor has determined that the use and occupancy of the
property that is made available under this Lease is consistent with the
Park Area's General Management Plan and the requirements of [Part 18 of
Title 36 of the Code of Federal
Regulations](../../Exhibit%20C%20-%20Regulation-36CFR,%20Part%2018/36CFR18.pdf.pdf);
and

**WHEREAS**, the Lessee desires to lease the property on the terms and
conditions set forth in this Lease;

**NOW THEREFORE**, in consideration of their mutual promises, the Lessor
and Lessee hereby agree as follows:

**Section 1. DEFINITIONS**

As used in this Lease, the following defined terms are applicable to
both singular and plural forms.

**1.1. Alterations** -- means any construction, modifications,
rehabilitation, reconstruction, and/or restoration of the Premises other
than Initial Improvements.

**1.2. Applicable Laws** -- means all present and future laws, statutes,
requirements, ordinances, judgments, regulations, and administrative and
judicial determinations (that are applicable by their own terms to the
Premises or the Lessee), even if unforeseen or extraordinary, of every
governmental or quasi-governmental authority, court or agency claiming
jurisdiction over the Premises now or hereafter enacted or in effect
(including, but not limited to, Part 18 and the Park Area's General
Management Plan, environmental laws and those relating to accessibility
to, usability by, and discrimination against, disabled individuals), and
all covenants, restrictions, and conditions now or hereafter of record
which may be applicable to the Lessee or to all or any portion of the
Premises, or to the use, occupancy, possession, operation, maintenance,
alteration, repair or restoration of any of the Premises, even if
compliance therewith necessitates structural changes to the Premises or
results in interference with the use or enjoyment of all or any portion
of the Premises.

**1.3. Annual Rent** -- means the annual fixed rent to be paid to Lessor
by Lessee under Section 5.

**1.4. Assignment** - means the transfer, whether it is direct or
indirect, voluntary or by operation of law, assignment, sale, or
conveyance, of the Lessee's leasehold estate, or the Lessee's rights
under this Lease in whole or part. Such transfer may be designated as a
sale, a conveyance, or an assignment. The sale , conveyance, or
assignment (including by consolidation, merger or reorganization) of a
controlling interest in the Lessee (if such entity is a corporation), or
any sale or other transfer of a controlling interest in the partnership
interests (if such entity is a partnership), whether in a single
transfer or in a series of related transfers, and whether directly or by
sales or transfers of underlying partnership or corporate ownership
interests, is an Assignment. For a corporate entity, the term
"controlling interest" means an interest, beneficial or otherwise, of
sufficient outstanding voting securities or capital of the Lessee so as
to permit exercise of managerial authority over the actions and
operations of the Lessee. For a partnership, limited partnership, joint
venture, limited liability company, or individual entrepreneur,
"controlling interest" means the beneficial ownership of the capital
assets of the Lessee so as to permit exercise of managerial authority
over the actions and operations of the Lessee.

**1.5. Commencement Date** -- means the first day of the Lease term as
stated in Section 4 of this Lease.

**1.6. Encumbrance** -- means the direct or indirect, voluntary or by
operation of law, encumbrance, pledge, mortgage, or other hypothecation
of the Lessee's interest or rights under this Lease and/or the Premises
or Lessee's leasehold estate.

**1.7. Expiration Date** -- means the last day of the Lease Term as
stated in Section 4 of this Lease.

**1.8 FF&E** -- means all furniture, fixtures and equipment in or on the
Premises.

**1.9. Hazardous Materials --** means any material or other substance:
(a) that requires investigation or correction under Applicable Laws; (b)
that is or becomes defined as a hazardous waste, hazardous substance,
pollutant, or contaminant, under Applicable Laws; (c) that is toxic,
explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic, or otherwise hazardous, and is or becomes regulated under
Applicable Laws; (d) that, without limitation of the foregoing, contains
gasoline, diesel fuel or other petroleum hydrocarbons; (e) that, without
limitation of the foregoing, contains polychlorinated biphenyls (PCBs),
asbestos or urea formaldehyde foam insulation; or (f) without limitation
of the foregoing, contains radon gas. The term Hazardous Materials as
used in this Lease includes Pre-Existing Hazardous Materials unless
otherwise stated in a particular provision of this Lease.

**1.10. Hazardous Materials Occurrence** --means any use, treatment,
keeping, storage, sale, release, disposal, migration, transport, or
discharge of any hazardous materials from, on, under, or into the
Premises or other Park Area property that occurs during the Lease Term.

**1.11 Historic Property** -- means building(s) and land located within
the boundaries of the Park Area that are part of a pre-historic or
historic district or site included on, or eligible for inclusion on, the
National Register of Historic Places.

**1.12 Improvements** -- refers collectively to any Alterations and
Initial Improvements.

**1.13 Initial Improvements** -- means the construction, modifications,
rehabilitation, reconstruction, and/or restoration of the Premises as
may be described in Section 8 of this Lease that the Lessee is required
to make at the commencement of this Lease.

**1.14 Interest Rate** -- means the percentage of interest charged based
on the current value of funds to the United States Treasury that is
published annually in the "Federal Register" or successor publication.

**1.15 Inventory and Condition Report** -- means the document contained
in Exhibit A to this Lease that describes the FF&E in the Premises and
the condition of the Premises (including FF&E) as of the Commencement
Date.

**1.16 Lease Term** -- is the term of this Lease as stated in Section 4
of this Lease.

**1.17 Lease Year** -- means a year of the Lease Term. The first Lease
Year shall commence on the Commencement Date and shall end on the
expiration of the twelfth full calendar month following thereafter. Each
subsequent Lease Year shall commence on the next day following the
expiration of the preceding Lease Year, and shall end on the expiration
of the twelfth full calendar month following thereafter, or on the last
day of the Lease Term, whichever occurs first.

**1.18 Notice of Default** -- means an instrument in writing from the
Lessor to the Lessee providing notice of that the Lessee is in default
of the lease.

**1.19 NPS 28** - means the National Park Service document entitled
"Cultural Resource Management Guideline" which is hereby made a part of
this Lease by reference.

**1.20** **Park Area** - means Petersburg National Battlefield.

**1.21** **Part 18** -- means Part 18 of Volume 36 of the Code of
Federal Regulations.

**1.22 Personal Property** -- means all furniture, fixtures, equipment,
appliances, and apparatus placed in or on the Premises that are neither
permanently attached to or form a part of the Premises.

**1.23 Pre-existing Hazardous Materials** -- means hazardous materials
(including storage tanks) that existed in, on, or under the Premises or
other Park Area property prior to the Commencement Date.

**1.24 Premises** -- means the property of the Park Area that is
described in Section 2 of this Lease.

**1.25 Preservation Maintenance Plan** -- is a document that sets forth
a plan for the Lessee's repair and maintenance of Historic Property.

**1.26 Rent** - means the rent to be paid Lessor by Lessee described in
Section 5 of this Lease and any additional Rent this Lease may require.

**1.27 Secretary's Treatment Standards** -- shall mean the Secretary of
the Interior's Treatment Standards for Historic Property (36 Code of
Federal Regulations Part 68) that are hereby made a part of this Lease
by reference.

**1.28 Sublease** - means an agreement under which the Lessee grants a
person or entity (a Sublessee) the right to use, occupy, or possess a
portion of the Premises.

**1.29 Termination Date** -- means the date this Lease may be terminated
or cancelled in accordance with its terms prior to the Expiration Date.

**Section 2. LEASE OF PREMISES**

**2.1. Lease of Premises; Reservation of Rights**

(a) The Lessor hereby leases and demises to the Lessee under the
    authority of Part 18, and the Lessee hereby leases, upon and subject
    to the covenants and agreements contained in this Lease, from the
    Lessor, the Premises described as follows:

The structure (excluding garage) located at 510 Cedar Lane in Hopewell,

Virginia, together with approximately ¼ acre of land as shown on the

attached map. Lessee will have the right to day-use of 6 designated

parking spaces at the NPS parking lot located nearby, at the NPS

property known as "Appomatox Manor".

\(b\) Subject to all Applicable Laws, and all liens, encumbrances,
restrictions, rights and conditions of law or of record or otherwise;
and

\(c\) Excepting and reserving to the Lessor the right, at reasonable
times and (except in case of emergency) following advance notice to the
Lessee, to enter and to permit any governmental agency, public or
private utilities and other persons to enter upon the Premises as may be
necessary for the purposes of the administration of this Lease and/or
the Park Area as determined by the Lessor and to close the Premises when
immediate danger to life or property is discovered;

\(d\) Excepting and reserving exclusive rights to all oil, gas,
hydrocarbons, and other minerals in, under, or on the Premises and
ownership of any current or future water rights applicable to the
Premises.

**2.2 Waiver**

The Lessee hereby waives any claims for damages for any injury or
inconvenience to or interference with the Lessee's use and occupancy of
the Premises, any loss of occupancy or quiet enjoyment of the Premises
or any other loss occasioned by the Lessor's exercise of its rights
under this Lease or by the Lessor's actions taken for the management and
protection of the Park Area's resources and visitors.

**2.3 Easements**

Nothing contained in this Lease shall give or be deemed to give the
Lessee a right to grant any type of easement or right-of-way affecting
the Premises.

**2.4 Ownership of the Premises**

This Lease does not vest in the Lessee any fee interest in the Premises.
Title to the Premises at all times is with and shall remain solely with
the Lessor.

**2.5 Historic Property**

The Premises are Historic Property.

**Section 3. Acceptance of the Premises**

**3.1 As Is Condition of the Premises**

The Lessee agrees to lease the Premises in their existing "as is"
condition and acknowledges that in entering into this Lease, the Lessee
does not rely on, and the Lessor does not make, any express or implied
representations or warranties as to any matters including, without
limitation, any characteristics of the Premises or improvements thereon,
the suitability of the Premises for the intended use, the likelihood of
deriving trade from or other characteristics of the Park Area, the
economic or programmatic feasibility of the Lessee's use and occupancy
of the Premises, or hazardous materials on or in the vicinity of the
Premises.

**3.2 Lessee's Due Diligence**

Prior to entering into this Lease, the Lessee in the exercise of due
diligence has made a thorough, independent examination of the Premises
and all matters relevant to the Lessee's decision to enter into this
Lease, and the Lessee is thoroughly familiar with all aspects of the
Premises and is satisfied that they are in an acceptable condition and
meet the Lessee's needs.

**3.3 Inventory and Condition Report**

In the exercise of its due diligence, Lessee has taken into account the
Inventory and Condition Report (Exhibit A) and acknowledges that it is
complete and accurate.

**Section 4. LEASE TERM AND ABANDOMENT**

**4.1 Lease Term**

The Lease Term shall be a period of \_\_\_\_\_\_ ( ) years commencing on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (Commencement Date) and expiring on
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (Expiration Date) or ending on such earlier
date as this Lease may be terminated in accordance with its terms
(Termination Date); \[optional: provided, however, that if the Lessee
fails to timely complete Initial Improvements in accordance with the
Construction Documents, this Lease shall be for a term of \_\_\_\_\_\_(
) years, expiring on \_\_\_\_\_\_\_\_\_\_\_\_\_\_ unless terminated
earlier in accordance with its terms.\]

**4.2 Abandonment**

The Lessee shall occupy the Premises during the entire Lease Term. If it
fails to do so, the Lessee may be determined as in Default for
abandoning the Premises. Occupancy is not required if the Lessor
determines it infeasible because of the construction of Improvements.

**Section 5. RENT**

> **5.1. Net Lease**
>
> All Rent shall be absolutely net to Lessor without any abatement,
> deduction, counterclaim, set-off or offset. Lessee shall pay all
> costs, expenses and charges of every kind and nature relating to the
> Premises, including, without limitation, all taxes and assessments.
>
> **5.2 Annual Rent**
>
> During the Lease Term,
>
> Lessee shall pay to Lessor Annual Rent for the Premises in the
> aggregate annual amount of
> \$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (\$ ) payable in
> advance in equal monthly installments on the first day of each
> calendar month. At Lessor's option, payments of Annual Rent shall be
> payable by wire transfer or other electronic means to such account as
> Lessor may from time to time designate. Interest at the Interest Rate
> will be assessed on overdue Annual Rent payments and any other Rent
> this lease may require. The Lessor may also impose penalties for late
> payment to the extent authorized by Applicable Law.

**Section 6. USES OF PREMISES**

**6.1 Authorized Uses**

The Lessee may utilize the Premises only for the following purposes:

> \- Bed and breakfast with limited food preparation permitted
>
> \- Professional offices (medical, accounting, law, consulting, etc.).

\- Single family residential use

\- Special events center for meetings, receptions and conference uses
(food must

be catered)

**6.2 Changes to Authorized Uses**

The Lessee may amend or change approved uses subject to the prior
written approval of the Lessor. No change of the uses of the Premises
shall be approved unless the Lessor, among other matters, determines the
proposed use to be consistent with Part 18, the Park Area's General
Management Plan, all other Applicable Laws, and that the proposed change
will not have an adverse impact on the Lessor's ability to manage and
protect the Park Area's resources and visitors.

**6.3 Applicable Laws**

The Lessee shall comply with all Applicable Laws in its use and
occupancy of the Premises.

4.  **Forbidden Uses**

[Prohibited]{.underline} uses of the property include, but are not
limited to the following:

-   Restaurant and/or catering kitchen

-   Day care facility

-   Rooming house or apartments

-   Retail mercantile store or merchandise sales

In no event shall the Premises be used for any purpose that is not
permissible under Part 18 or, even if so permissible, may be dangerous
to life, limb, property or public health; that in any manner causes or
results in a nuisance; that is of a nature that it involves substantial
hazard, such as the manufacture or use of explosives, chemicals or
products that may explode, or that otherwise harms the health or welfare
of Park Area resources and/or visitors; or that results in any discharge
of Hazardous Materials in, on or under the Premises.

**6.5 Site Disturbance**

Lessee shall neither cut any timber nor remove any other landscape
features of the Premises such as shrubs or bushes without Lessor's prior
written consent. The Lessee shall conduct no mining or drilling
operations, remove no sand, gravel or similar substances from the
ground, and commit no waste of any kind.

**6.6 Protection of Cultural and Archeological Resources.**

The Lessee shall ensure that any protected sites and archeological
resources within the Park Area are not disturbed or damaged by the
Lessee except in accordance with Applicable Laws and only with the prior
written approval of the Lessor. Discoveries of any archeological
resources by the Lessee shall be promptly reported to the Lessor. The
Lessee shall cease work or other disturbance, which may impact any
protected site or archeological resource until the Lessor may grant
approval to continue upon such terms and conditions as the Lessor deems
necessary to protect the site or resource.

**6.7 Signs**

The Lessee may not post signs on the Premises of any nature without the
Lessor's prior written approval. Any approval of a sign that may be
given by the Lessor shall specify the type, size, and other appropriate
conditions concerning its display. The Lessor may post signs on the
Premises as appropriate for the administration of the Park Area.

**6.8 Permits and Approvals**

Except as otherwise may be provided in this Lease, the Lessee shall be
solely responsible for obtaining, at its expense, any permit or other
governmental action necessary to permit its activities under this Lease.

**6.9 Alterations**

The Lessee shall not make any Alterations of any nature to the Premises
without the express written approval of the Lessor.

**\
**

**Section 7. RECORDS AND AUDITS**

The Lessee shall provide the Lessor and its agents and affiliates,
including without limitation, the Comptroller General of the United
States, access to all books and records relating to the Premises and the
Lessee's use of the Premises under this Lease for the purpose of
conducting audits to verify the Lessee's compliance with the terms and
conditions of this Lease for any of the five (5) preceding Lease Years.
The Lessee shall keep and make available to the Lessor these books and
records at a location in the Premises or within the locale of the Park
Area.

**Section 8. INITIAL IMPROVEMENTS BY LESSEE**

If otherwise granted approval by the Lessor under the terms of this
Lease, the Lessee hereby agrees to commence and engage diligently in the
construction of the following Initial Improvements in accordance with
Construction Documents approved by Lessor. The Lessee shall commence the
construction of the Initial Improvements by
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ and shall complete
construction by \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_:

\[Describe the Initial Improvements to be constructed. The description
should be as detailed as possible and include a completion schedule
and/or phasing schedule where applicable.\]

**9. CONSTRUCTION APPROVAL**

**9.1 In General**

All Improvements (Initial Improvements and Alterations), if any, shall
be undertaken at the Lessee's sole expense and only with the Lessor's
prior written approval. All work shall be performed in a good and
workmanlike manner and with materials of at least the quality and
standard of materials used in comparable facilities in the locale of the
Park Area. The Lessee shall undertake Improvements in strict accordance
with Applicable laws and with approved Construction Documents. The
Lessee shall, upon request, furnish the Lessor a correct copy of any
contract with the Lessee's general contractor, architects, or
consultants. The Lessor shall require the Lessee not to occupy specified
portions of or all of the Premises during the construction of
Improvements if determined by the Lessor as necessary for the protection
of health or safety.

**9.2 Enforced Delays**

The Lessee shall not be considered in default in the event of an
enforced delay in the construction of Improvements due to unforeseeable
causes beyond the Lessee's control and without any fault or negligence
on the part of the Lessee. Such enforced delays include, without
limitation, public enemies, war, invasion, insurrection, rebellion,
riots, fires, floods, epidemics, quarantine restrictions, strikes,
lockouts, freight embargoes, and unusually severe weather. In the event
of an enforced delay, the time or times for construction of Improvements
will be extended by the period of the enforced delay.

**9.3 Utilities During Construction**

In the preparation of proposed Construction Documents, the Lessee shall
review utility plans for the location of existing utilities that may be
affected by any lessee Improvements. The Lessee is required to obtain
all necessary utility plans and permits from the appropriate public
utility companies.

**9.4 Site Inspection**

The Lessor shall be entitled to have on the Premises at any time during
the construction of Improvements an inspector or representative who may
observe all aspects of the work on the Premises. No inspection performed
or not performed by the Lessor shall be deemed to give the Lessor any
responsibility or liability with respect to the construction work, its
prosecution or design, or, be deemed to constitute a waiver of any of
the Lessee's obligations under this Lease or be construed as approval or
acceptance of the Improvements (or portions thereof). The Lessee shall
maintain on the Premises during construction, current, annotated
Construction Documents for inspection by the Lessor.

**9.5 Approval of Construction**

The Lessee must request in writing advance permission from the Lessor to
undertake Improvements. The request must include:

\(a\) proposed Construction Documents;

\(b\) if required by the Lessor, evidence of the availability of funding
for the Improvements;

\(c\) documentation that required construction insurance is in effect;
and

\(d\) other information as may be required by the Lessor.

**9.6 Construction Documents**

The proposed Construction Documents submitted to the Lessor must be
complete and satisfactory to Lessor as showing all material elements of
the Improvements. When proposed Construction Documents are approved by
the Lessor, they become an Exhibit to this Lease without further action.

**9.7 General Scope of Lessor's Review**

The Lessor will not approve proposed Construction Documents unless it is
able to determine, among other matters, that the proposed Improvements
are appropriate for the Park Area and consistent with the requirements
of Part 18, the Park Area's General Management Plan and other Applicable
laws. Review and approval of proposed Improvements is subject to any
required compliance with the National Environmental Policies Act (NEPA,
42 USC 4321 et seq.) and, if the project affects Historic Property,
Section 106 of the National Historic Preservation Act (Section 106, 16
USC 470f).

**9.8 Changes to Approved Construction Documents**

Any material change in the approved Construction Documents and any
deviation in actual construction from these documents are subject to the
Lessor's prior written approval under the procedures stated in this
Section. An approved change order will be issued by Lessor if proposed
changes are approved. The Lessee shall prepare and maintain on the
Premises during construction, current, annotated Construction Documents.

**9.9 Special Considerations for Historic Property**

If proposed Improvements relate to Historic Property, the Lessor will
not approve proposed Construction Documents unless it is able to
determine that they comply with the Secretary's Treatment Standards, NPS
28, and any conditions that may be imposed on the Improvements through
the operation of other Applicable Laws, including, without limitation,
NEPA and Section 106.

**9.10 Evidence of Adequate Funds**

As a condition to the approval of the construction of Improvements, the
Lessee must demonstrate to the satisfaction of the Lessor with
appropriate documentation that it has available to it funds adequate to
undertake and complete the project in accordance with all terms and
conditions of the approved Construction Drawings.

**9.11 Building Permit**

Lessee shall not commence Improvements until such time as Lessor may
issue a Building Permit as evidence of approval of the Construction
Documents. The Building Permit shall contain necessary and appropriate
terms and conditions for the construction of the Improvements.

**9.12 Construction Completion Procedures**

Upon completion of the Improvements, the Lessee shall submit to the
Lessor (in formats specified by the Lessor):

\(a\) a notice of completion;

\(b\) if requested by Lessor, satisfactory evidence of the payment of
all expenses, liabilities, and liens arising out of or in any way
connected with the Improvements;

\(c\) a complete set of "as built" drawings showing all revisions and
substitutions during the construction period, including field changes
and the final location of all mechanical equipment, utility lines,
ducts, outlets, structural member, walls, partitions and other
significant features of the Improvements; and

\(d\) a complete inventory of all FF&E in on the Premises as of the
completion of the Improvements.

Upon approval by the Lessor of the completion of the Improvements, the
Lessor will issue a Certificate of Completion, including, authorization
to occupy the Premises.

**Section 10. MAINTENANCE AND REPAIR**

**10.1 Lessee's Responsibilities**

The Lessee shall be solely responsible for the repair and maintenance of
the Premises during the Lease Term. This responsibility includes,
without limitation:

\(a\) the performance of all repairs, maintenance, replacement,
upgrading, capital improvements, (whether structural or non-structural,
foreseen or unforeseen, ordinary or extraordinary) necessary to maintain
the Premises and the improvements thereon in good order, condition, and
repair in a manner consistent with the operation of comparable
facilities in the locale of the Park Area and in compliance with all
Applicable Laws;

\(b\) the replacement, as they become worn out or obsolete, of all FF&E;

\(c\) housekeeping and routine and periodic work scheduled to mitigate
wear and deterioration without altering the appearance of the Premises;

\(d\) the repair or replacement in-kind of broken or worn out elements,
parts or surfaces so as to keep the existing appearance of the Premises;

\(e\) scheduled inspections of all building systems on the Premises;

\(f\) maintaining the grounds of the Premises in good condition,
including, without limitation, regular grass mowing, managed lawn and
ornamental plantings, and avoidance or removal of unsightly storage or
parking of materials, equipment, or vehicles; and

\(g\) paying to the proper authority, when and as the same become due
and payable, all taxes and assessments imposed by federal, state, or
local agencies applicable to the Premises or the Lessee's activities on
the Premises.

**Section 10.2 Maintenance Plan**

If requested by the Lessor, the Lessee shall submit to the Lessor for
its approval a Lessee Maintenance Plan satisfactory to Lessor. The plan,
when approved by Lessor, shall become an Exhibit to this Lease without
further action and the Lessee shall comply with its terms. The Lessor
may make reasonable modifications to the plan from time to time to
reflect changing maintenance and repair needs of the Premises.

**10.3 Preservation Maintenance Plan**

If the Premises (or any part of the premises) are Historic Property, the
Lessee shall repair and maintain all portions of the Premises that are
Historic Property through a Preservation Maintenance Plan prepared by
the Lessee and approved by the Lessee as appropriate and consistent with
the requirements of the Secretary's Treatment Standards and NPS 28. The
Lessor may make reasonable modifications to the plan from time to time
to reflect changing maintenance and repair needs of the Premises. The
Lessee shall submit a proposed Preservation Maintenance Plan to the
Lessor within thirty (30) calendar days of the Commencement Date.

**Section 11. UTILITIES**

The Lessee at its sole expense shall make all arrangements with
appropriate utility providers (including the Lessor where applicable),
for all utilities furnished to the Premises, including, without
limitation, gas, electricity, other power, water, cable, telephone and
other communication services, sewage, and waste removal. Any utility
service provided by Lessor will be subject to the Lessor's established
policies and procedures for provision of utility services to third
parties.

**Section 12. HAZARDOUS MATERIALS**

The following provisions apply to Hazardous Materials associated with
the Premises:

\(a\) No Hazardous Materials shall be used, treated, kept, stored, sold,
released, discharged or disposed of from, on about, under or into the
Premises except in compliance with all Applicable Laws and as approved
by the Lessor in writing;

\(b\) The Lessee shall use, manage, treat, keep, store, release
discharge and dispose of its approved Hazardous Materials in accordance
with all Applicable Laws. The Lessee is responsible for timely
acquisition of any permits required for its Hazardous Materials and
related activities and will be fully responsible for compliance with the
provisions and conditions of such permits;

\(c\) If any Hazardous Materials Occurrence caused by Lessee results in
any contamination of the Premises, other Park Area property or
neighboring property, the Lessee shall promptly take all actions at its
sole expense as are required to comply with Applicable Laws and to allow
the Premises or such other property to be used free of any use
restriction imposed under Applicable Laws as a result of the Hazardous
Materials Occurrence. Except in cases of emergency, the Lessor's written
approval of such actions shall first be obtained;

\(d\) Lessee at its expense shall be responsible for the abatement of
Hazardous Materials in accordance with Applicable Laws in, on, or under
the Premises as of the Commencement Date and thereafter; and

\(e\) If the Lessee discovers any unapproved Hazardous Materials in or
on the Premises or becomes aware of a Hazardous Materials Occurrence
related to the Premises, the Lessee shall immediately notify the Lessor.

**Section 13. INSURANCE AND INDEMNIFICATION**

**13.1 Insurance During the Lease Term**

At all times during the Lease Term and at the Lessee\'s sole expense, it
shall obtain and keep in force for the benefit of the Lessee and Lessor
the insurance coverages set forth in Exhibit B to this Lease under the
terms and conditions of Exhibit B.

**13.2 Insurance Requirements Modification**

If the Lessor at any time, but not more than annually, believes that the
limits or extent of coverage, conditions, deductibles or self insurance
retention, with respect to any of the insurance required by this Lease
are insufficient for a prudent owner of property of the nature of the
Premises, the Lessor may determine the proper and reasonable limits and
extent of coverage, deductibles, conditions, and self insurance
retention limits for such insurance and such insurance shall thereafter
be carried by the Lessee until changed pursuant to the provisions of
this section.

**13.3 Disposition of Insurance Proceeds**

All insurance proceeds received by or payable with respect to damage or
destruction of the Premises (except proceeds of insurance covering loss
or damage of the Lessee's Personal Property), less actual expenses
incurred in connection with their collection, shall be held by the
Lessee in an interest bearing account, with all interest accrued thereon
deemed proceeds of insurance for purposes of this Lease. However, if
required by the Lessor, an insurance trustee acceptable to the Lessor
shall hold such proceeds for application in accordance with this Lease.

**13.4 Inadequate Insurance Coverage**

The Lessee's responsibilities under this Lease for the repair or
replacement of the Premises assumes full risk and responsibility for any
inadequacy of insurance coverage or any failure of insurers. No approval
by the Lessor of any insurer, or the terms or conditions of any policy,
or any coverage or amount of insurance, or any deductible amount shall
be construed as a representation by the Lessor of the solvency of the
insurer or the sufficiency of any policy or any coverage or amount of
insurance or deductible.

**Section 13.5 Indemnity**

The Lessee shall indemnify, defend, save and hold the United States of
America, its employees, successors, agents and assigns, harmless from
and against, and reimburse the United States of America for any and all
claims, demands, damages, injuries, losses, penalties, fines, costs,
liabilities, causes of action, judgments, and expenses, including
without limitation expenses incurred in connection with or arising in
any way out of this Lease, the use, occupancy or manner of use or
occupancy of the Premises by the Lessee or any other person or entity,
the design, construction, maintenance, or condition of any improvements
on the Premises, the condition of the Premises, and/or any accident or
occurrence on the Premises from any cause whatsoever; provided, however,
that the Lessee shall not be liable to the extent that the damages,
expenses, claims or suits result from the willful misconduct or
negligence of the United States of America, or its employees,
contractors, or agents; provided, further, that the United States of
America shall be liable only to the extent such claims are covered by
the Federal Tort Claims Act (28 USC 2671 et seq.). The provisions of
this section shall survive the Expiration Date or Termination Date of
this Lease.

**Section 14. DAMAGE OR DESTRUCTION**

**14.1 Damage or Destruction; Duty to Restore**

If the Premises or any portion thereof are damaged or destroyed at any
time during the Lease Term, one of the following will occur as directed
by the Lessor:

\(a\) the Lessee, subject to the prior written approval of the Lessor,
shall as promptly as reasonably practicable and with all due diligence
repair or replace the damaged or destroyed Premises to the condition
that existed prior to the damage or destruction; or

\(b\) the Lessor may terminate this Lease without liability and the
Lessee shall pay to the Lessor as additional rent the insurance proceeds
resulting from the damaged or destroyed Premises.

**14.2 No Termination; No Effect on Rental Obligation**

No loss or damage by fire or other cause resulting in either partial or
total destruction of the Premises, the improvements thereon, or any
other property on the Premises shall operate to terminate this Lease
except as provided in Section 14.1 of this Lease. No such loss or damage
shall affect or relieve the Lessee from the Lessee's obligation to pay
the Rent required by this Lease and in no event shall the Lessee be
entitled to any prorated return or refund of Rent paid hereunder. Unless
this Lease is terminated under Section 14.1, no such loss or damage
shall relieve or discharge the Lessee from the payment of taxes,
assessments, or other charges as they become due and payable, or from
performance of other the terms and conditions of this Lease.

**15. LIENS**

**15.1. No Power in Lessee to Create**

The Lessee shall have no power to take any action that may create or be
the foundation for any lien, mortgage or other encumbrance upon the
reversion, fee interest or other estate of the Lessor or of any interest
of the Lessor in the Premises, except as otherwise may be expressly
approved by the Lessor in writing in accordance with the terms of this
Lease.

**15.2. Discharge of Liens by Lessee**

The Lessee shall not suffer or permit any liens known to the Lessee to
stand against the Premises for any reason. If a lien is filed against
the Premises, the Lessee shall cause it to be discharged of record
within sixty calendar (60) days after notice to the Lessee of filing the
lien. If the Lessee fails to discharge or contest the lien within this
period and the failure shall continue for a period of fifteen calendar
(15) days after notice by the Lessor, then, in addition to any other
right or remedy of the Lessor, the Lessor may, but shall not be
required, to procure the discharge of the lien either by paying the
amount claimed to be due, by deposit in court, or by bonding. All
amounts paid or deposited by the Lessor for any of these purposes, and
all other expenses of the Lessor and all necessary disbursements in
connection with them, shall become due and payable forthwith by the
Lessee to the Lessor upon written demand therefore as additional Rent.

**15.3 No Consent or Waiver by Lessor**

Nothing in this Lease shall be deemed to be or be construed in any way
as constituting the consent or request of the Lessor, expressed or
implied, by inference or otherwise, to any person, firm or corporation,
for performance of any labor or the furnishing of any materials in
connection with the Premises.

**Section 16. ASSIGNMENTS AND ENCUMBRANCES**

**16.1 Assignments**

The Lessee shall not effectuate an Assignment of this Lease, in whole or
in part, or any real property on the Premises, nor Sublease the Premises
to a Sublessee or any part thereof or any property thereon, nor grant
any interest, privilege or license whatsoever in connection with this
Lease, without the express prior written permission of the Lessor.
Approval of any Assignment is in the discretion of the Lessor and in no
event shall the Lessor grant an approval unless it is able to determine
that the proposed assignee or Sublessee is financially and managerially
capable of carrying out the terms of this Lease. The Lessor has an
unconditional right to assign this Lease or any or all of its rights and
obligations under it at any time.

**16.2 Encumbrances**

The Lessee may not effectuate an Encumbrance on the Premises with the
prior written permission of the Lessor. Approval of any Encumbrance is
in the discretion of the Lessor and in no event shall an encumbrance be
approved unless the Lessor is able to determine that it only grants its
holder, in the event of a foreclosure, to assume the responsibilities of
the Lessee under this Lease or to select a qualified new lessee subject
to the written approval of the Lessor, and that it does not grant its
holder any rights to alter or amend in any manner the terms and
conditions of this Lease.

**Section 17. DEFAULTS AND LESSOR'S REMEDIES**

**17.1 Termination for Default**

The Lessor may terminate this Lease for default if the Lessee fails to
keep and perform any of the terms and conditions of this Lease, provided
that the Lessor shall first give the Lessee written notice of at least
fifteen (15) calendar days in the case of monetary defaults and thirty
(30) calendar days in the case of non-monetary defaults of the Lessor's
intention to terminate if the default is not cured within the applicable
time period. If the Lessor terminates this Lease, all of the rights of
the Lessee under this Lease and in the Premises shall terminate. The
Lessee hereby acknowledges the sovereign right of the Lessor to cancel
this Lease at any time to the extent otherwise provided by law. The
Lessor will consider such a cancellation as a default of the Lease.

**17.2 Bankruptcy**

The Lessor may terminate this Lease, in its discretion, in the event of
a filing or execution of; (a) a petition in bankruptcy by or against the
Lessee which is not dismissed within ninety calendar (90) days of its
filing; (b) a petition seeking relief of the same or different kind
under any provision of the Bankruptcy Act or its successor; (c) an
assignment for the benefit of creditors; (d) a petition or other
proceeding against the Lessee for the appointment of a trustee, receiver
or liquidator; or (e) the taking by any person of the leasehold created
by this Lease or any part thereof upon execution, attachment or other
process of law.

**17.3 No Waiver**

No failure by the Lessor to insist upon the strict performance of any of
the terms and conditions of this Lease or to exercise any right or
remedy upon a default, and no acceptance by the Lessor of full or
partial rent during the continuance of any default shall constitute a
waiver of any default or of such terms and conditions. No terms and
conditions of this Lease may be waived or modified except by a written
instrument executed by the Lessor. No waiver of any default shall affect
or alter this Lease, but each and every term and condition of this Lease
shall continue in full force and effect with respect to any other then
existing or subsequent default.

**17.4 Lessor's Right to Cure Defaults**

If a default occurs under the terms of this Lease and the Lessee fails
to correct the default within the applicable grace period, the Lessor
may choose to correct the default (entering upon the Premises for such
purposes if necessary), and the Lessor shall not be liable or in any way
responsible for any loss, disturbance, inconvenience, or damage
resulting to the Lessee as a result, and the Lessee shall pay to the
Lessor upon demand the entire expense of the correction as additional
Rent, including, without limitation, compensation to the agents,
consultants and contractors of the Lessor and related expenses. The
Lessor may act upon shorter notice or no notice at all if necessary in
the Lessor's judgment to meet an emergency situation or governmental
time limitation or to protect the Lessor's interest in the Premises.

**Section 18. SURRENDER AND HOLDING OVER**

**18.1 Surrender of the Premises**

\(a\) On or before the Expiration Date or Termination Date of this
Lease, the Lessee shall surrender and vacate the Premises, remove
Lessee's Personal Property, and return the Premises, including the FF&E,
to as good an order and condition as that existing upon the Commencement
Date, or, if applicable, as that existing upon completion of any
Improvements by the Lessee.

\(b\) For these purposes, the Lessor and Lessee shall prepare an
inventory and condition report of the Premises to constitute the basis
for settlement by the Lessee to the Lessor for Lessor's FF&E, or
elements of the Premises shown to be lost, damaged or destroyed. Any
such FF&E, or other elements of the Premises shall be either replaced or
returned to the condition required under this Section by the Lessee,
ordinary wear and tear excepted, or, at the election of the Lessor,
reimbursement made therefor by the Lessee at the then current market
value thereof.

**18.2 Holding Over**

This Lease shall end upon the Expiration Date or Termination Date and
any holding over by the Lessee or the acceptance by the Lessor of any
form of payment of rent or other charges after such date shall not
constitute a renewal of this Lease or give the Lessee any rights under
this Lease or in or to the Premises.

**Section 19. EQUAL OPPORTUNITY LAWS**

The Lessee and Lessee's Agent's shall comply with the requirements of
(a) Title VII of the Civil Rights Act of 1964 (as amended), as well as
Executive Order 11246 of September 24, 1965, as amended by Executive
Order 11375 of October 13, 1967; (b) Title V, Sections 503 and 504 of
the Rehabilitation Act of September 26, 1973, Public Law 93-112 (as
amended), which prohibits discrimination on the basis of disability and
requires government contractors and subcontractors to take Affirmative
Action to employ and advance in employment qualified handicapped
individuals; (c) 41 C.F.R. Chapter 60, which prescribes affirmative
action requirements for government contractors and subcontractors; (d)
the Age Discrimination in Employment Act of December 15, 1967 (as
amended); (e) the Americans with Disabilities Act, 42 U.S.C. Sections
12101 et seq.; (f) and all other Applicable Laws relating to
nondiscrimination in employment and in providing facilities and services
to the public. The Lessee shall do nothing in advertising for employees
that will prevent those covered by these laws from qualifying for such
employment.

**Section 20. NOTICES**

Except as otherwise provided in this Lease, any notice, consent or other
communication required or permitted under this Lease shall be in writing
and shall be delivered by hand, sent by courier, sent by prepaid
registered or certified mail with return receipt requested and addressed
as appropriate to the following addresses (or to such other or further
addresses as the parties may designate by notice given in accordance
with this section):

If to the Lessor:

Tara Pettit

Petersburg National Battlefield

1539 Hickory Hill Road

Petersburg, Virginia 23803

If to the Lessee:

\[Lessee's address and name of person to whom the notice should be
addressed\]

**Section 21. GENERAL PROVISIONS**

The following general provisions apply to this Lease:

\(a\) The Lessor is not for any purpose a partner or joint venture
participant of the Lessee in the development or operation of the
Premises or in any business conducted on the Premises. The Lessor under
no circumstances shall be responsible or obligated for any losses or
liabilities of the Lessee. The Lessee shall not publicize, or otherwise
circulate, promotional or other material of any nature that states or
implies endorsement of the Lessee or its services or products by the
Lessor or any other governmental agency.

\(b\) This Lease shall not, nor be deemed nor construed to, confer upon
any person or entity, other than the parties hereto, any right or
interest, including, without limiting the generality of the foregoing,
any third party beneficiary status or any right to enforce any provision
of this Lease.

\(c\) This Lease provides no right of renewal or extension to the
Lessee. No rights shall be acquired by virtue of this Lease entitling
the Lessee to claim benefits under the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970, Public Law 91-646.

\(d\) The Lessee warrants that no person or selling agency has been
employed or retained to solicit or secure this Lease upon an agreement
or understanding for a commission, percentage, brokerage or contingent
fee. For breach or violation of this warranty, the Lessor shall have the
right to terminate this Lease for Default.

\(e\) In case any one or more of the provisions of this Lease shall for
any reason be held to be invalid, such invalidity shall not affect any
other provision of this Lease, and this Lease shall be construed as if
the invalid provisions had not been contained in this Lease.

\(f\) All Exhibits that may be referenced in this Lease are hereby
attached to and incorporated in this Lease.

\(g\) Time is of the essence to this Lease and all of its terms and
conditions.

\(h\) The laws of the United States shall govern the validity,
construction and effect of this Lease.

\(i\) This Lease constitutes the entire agreement between the Lessor and
Lessee with respect to its subject matter and supersedes all prior
offers, negotiations, oral and written. This Lease may not be amended or
modified in any respect except by an instrument in writing signed by the
Lessor and Lessee.

\(j\) The voluntary sale or other surrender of this Lease by the Lessee
to the Lessor, or a mutual cancellation, or the termination by the
Lessor pursuant to any provision of this Lease, shall not work a merger,
but, at the option of the Lessor, shall either terminate any or all
existing subleases hereunder or operate as an assignment to the Lessor
of any or all of subleases.

\(k\) If more than one Lessee is named in this Lease, each Lessee shall
be jointly and severally liable for performance of the obligations of
this Lease.

\(l\) Any and all remedies available to Lessor for the enforcement of
the provisions of this Lease are cumulative and are not exclusive, and
Lessor shall be entitled to pursue either the rights enumerated in this
Lease or remedies authorized by law, or both. Lessee shall be liable for
any costs or expenses incurred by Lessor in enforcing any term of this
Lease, or in pursuing legal action for the enforcement of Lessor's
rights, including, but not limited to, court costs.

\(m\) Nothing contained in this Lease shall be construed as binding the
Lessor to expend, in any fiscal year, any sum in excess of the
appropriation made by Congress for that fiscal year or administratively
allocated for the subject matter of this Lease, or to involve the Lessor
in any contract or other obligation for the future expenditure of money
in excess of such appropriations.

**IN WITNESS WHEREOF**, the Regional Director, Northeast Region,
National Park Service, acting on behalf of the United States, in the
exercise of the delegated authority from the Secretary of the Interior,
as Lessor; and the Lessee have executed this Lease by proper persons
thereunto duly authorized as of the date heretofore written.

**LESSOR**

THE UNITED STATES DEPARTMENT OF THE INTERIOR, NATIONAL PARK SERVICE

By\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, Regional Director,\
Northeast Region

**LESSEE**

(\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_)

By\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

**EXHIBIT A: Inventory and Condition Report**

\[Include a Condition and Inventory Report as described in Section
3.3.\]

**EXHIBIT B: Insurance Requirements**

During the term of this Lease, the Lessee shall maintain the following
insurance coverage (where applicable as determined by he Lessor) under
the following general terms and conditions and under such specific terms
and conditions as the Lessor may further require with respect to each
particular insurance policy.

**1. In general.**

\(a\) Property Insurance - An all risk or special form, including fire,
vandalism and malicious mischief insurance. The amount of such insurance
shall be the full insurable value of the Premises. All such policies
shall specify that proceeds shall be payable whether or not any damaged
or destroyed improvements are actually rebuilt.

\(b\) Worker\'s Compensation and Employer\'s Liability Insurance -
Worker\'s compensation insurance in the statutory amounts and coverage
required under worker\'s compensation, disability and similar employee
benefit laws applicable to the Premises and to the Lessee\'s use and
occupancy of the Premises; and employer\'s liability insurance, with
limits of not less than \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
(\$\_\_\_\_\_\_\_\_\_) for bodily injury per incident and
\_\_\_\_\_\_\_\_\_\_\_\_\_(\$\_\_\_\_\_\_\_\_) aggregate, or such higher
amounts as may be required by law.

\(c\) General Liability - Comprehensive Farm Liability and/or Commercial
General Liability through one or more primary and umbrella liability
policies against claims for bodily injury and property damage occurring
on the Premises, the improvements thereon, or the streets, curbs or
sidewalks adjoining the Premises, with such limits as may be required by
the Lessor, but in any event not less than
\_\_\_\_\_\_\_\_\_\_\_\_(\$\_\_\_\_\_\_\_\_\_) per incident and
\_\_\_\_\_\_\_\_\_\_\_\_ (\$\_\_\_\_\_\_\_\_\_\_) aggregate for the
Premises. Such insurance shall insure the performance by the Lessee of
its indemnity obligations under this Lease.

\(d\) Other - All other insurance that the Lessee should maintain to
adequately protect the Premises, Lessor, and Lessee.

**2. Insurance During Construction**

At all times during a Construction, the Lessee at its sole expense,
shall obtain and keep in force for the benefit of the Lessee and Lessor
the following insurance coverages:

\(a\) If requested by Lessor at any time, performance and payment bonds
approved by the Lessor, which bonds shall cover payment of all
obligations arising under all contracts let in connection with a
Construction and guaranteeing performance and payment under the
applicable contracts, and payment in full of all claims for labor
performed and materials supplied under such contracts. The bonds shall
be issued by a responsible surety company, licensed to do business in
the state where the Park Area is located, in an amount not less than the
amount of the respective contracts, including without limitation,
amounts for cost overruns, price increases, change orders, forced delays
and the like, and shall remain in effect until the entire work under the
contracts is completed; and

\(b\) To the extent not covered by other property insurance maintained
by the Lessee, comprehensive "all risk" or "special form" builder's risk
insurance, including vandalism and malicious mischief, covering the
Construction, all materials and equipment stored at the Premises and
furnished under a construction contract, and all materials and equipment
that are in the process of fabrication at the Premises of any third
party or that have been placed in due course of transit to the Premises
when such fabrication or transit is at the risk of, or when title to or
an insurable interest in such materials or equipment, has passed to the
Lessee, such insurance to be written on a completed value basis in an
amount not less than the full estimated replacement cost of the
Construction.

**3. Conditions of Insurance**

\(a\) The policy or policies required under this section shall provide
that in the event of loss, the proceeds of the policy or policies shall
be payable to the Lessee to be used solely for the repair or replacement
of the property damaged or destroyed, as approved and directed by the
Lessor, with any balance of the proceeds not required for repair or
replacement; provided, however, that the insurer, after payment of any
proceeds to the Lessee, will have no obligation or liability with
respect to the use or disposition of the proceeds by the Lessee.

\(b\) All property and liability insurance policies shall name the Park
Area as an additional insured.

\(c\) All of the insurance required by this section and all renewals
shall be issued by one or more companies of recognized responsibility
licensed to do business in the state in which the Park Area is located
with a financial rating of at least a Class B+ (or equivalent) status,
as rated in the most recent edition of Best\'s Insurance Reports (or
equivalent) or as otherwise acceptable to the Lessor.

\(d\) All insurance policies shall provide that such policies shall not
be cancelled, terminated or altered without thirty (30) days prior
written notice to the Lessor. The Lessee must provide to the Lessor a
copy of each policy and a certificate of the policy executed by a
properly qualified representative of the insurance company evidencing
that the required insurance coverage is in full force and effect on or
before the Commencement Date, and annually thereafter. The Lessee shall
maintain all policies provided throughout the Lease Term and the Lessee
shall renew such policies before the expiration of the term of the
policy.

\(e\) If the Lessor at any time, but not more than annually, believes
that the limits or extent of coverage, deductibles or self insurance
retention, with respect to any of the insurance required by this section
are insufficient for a prudent owner of property of the nature of the
Premises, the Lessor may determine the proper and reasonable limits and
extent of coverage, deductibles and self insurance retention limits for
such insurance and such insurance shall thereafter be carried by the
Lessee until changed pursuant to the provisions of this section.

\(f\) The Lessee assumes full risk and responsibility for any inadequacy
of insurance coverage or any failure of insurers. No approval by the
Lessor of any insurer, or the terms or conditions of any policy, or any
coverage or amount of insurance, or any deductible amount shall be
construed as a representation by the Lessor of the solvency of the
insurer or the sufficiency of any policy or any coverage or amount of
insurance or deductible.

\(g\) The Lessee and Lessee's Agents shall not do anything, or permit
anything to be done, in or about the Premises or on adjacent or nearby
property that would invalidate or be in conflict with the provisions of
any fire or other insurance policies covering the Premises or result in
a refusal by insurance companies of good standing to insure the Premises
in the amounts required under this section.