OPERATING AGREEMENT

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OPERATING AGREEMENT Powered By Docstoc
					United States Department of the Air Force

MAJCOMname
Air Force Center for
Environmental Excellence
(AFCEE)




Privatization of Military Family Housing
Basename Air Force Base

Solicitation No. AFCEE-FY-XXXX

Operating Agreement


PROPOSALS ARE DUE NO LATER THAN
5:00 P.M. EST Proposalduedate AT:
PSCNAME
PSCaddress
PSCcity
Voice: PSCphone Fax: PSCfax
Email: PSCemail
Web site: PSCwebsite




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project




                               OPERATING AGREEMENT

                                        BETWEEN

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

                                            AND


                                          [Lessee]



                             Dated as of ______________, 200_




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                               OPERATING AGREEMENT
                                     BETWEEN

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

                                          [Lessee]

                                 TABLE OF CONTENTS



PARAGRAPH 1.                PURPOSE
PARAGRAPH 2.                PROJECT PLANS
PARAGRAPH 3.                MANAGEMENT REVIEW COMMITTEE (MRC)
PARAGRAPH 4.                DISPUTES
PARAGRAPH 5.                NOTICES
PARAGRAPH 6.                DURATION AND MODIFICATION




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                2
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

ATTACHMENTS

A.    Construction Management Plan
B.    Rental Rate Management Plan
C.    Unit Occupancy Plan
D.    Property Operations and Management Plan
E.    Facilities Maintenance Plan
F.    Capital Repair and Replacement Plan
G.    Reinvestment Plan
H.    Utility Services Plan
I.    Final Plans (to be attached upon acceptance by the Government)
J.    Leases for Military/Non-Military Tenants
K.    Community Development Plan
L.    Fee Management Plan
[M.   Historic Preservation Plan]
[N.   Severability Plan]
[O.   Unit Design Plan]
[P.   Demolition Plan]
[Q.   Transition Plan]
[R.   Environmental Management Plan]
[S.   Property Tax Elimination Phase Plan]




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                3
SAMPLE                                                         Solicitation Number AFCEE-FY-XXXX
                                                           Basename AFB Housing Privatization Project

       THIS OPERATING AGREEMENT, (“Operating Agreement”) is made as of
_____________ between THE UNITED STATES OF AMERICA, acting by and through the
Secretary of the Air Force (the “Government”) and the ___________________ [NAME OF
LESSEE], a ____________ created under the laws of the State of ____________, with its
principal offices located at ____________________________ (“Lessee”). Capitalized terms
used but not defined in this Operating Agreement shall have the meanings given to them in this
Lease (as defined below).

       1.      PURPOSE: This Operating Agreement implements certain of the terms and
conditions of Lease No. _____________ (“Lease”), entered into as of ________________,
between the Government and the Lessee, for purposes of demolition, design, construction,
renovation, operation and maintenance of a rental housing development on Basename Air Force
Base, Basestate.

         2.     PROJECT PLANS: The Lessee shall, at all times, operate and manage the
Leased Premises (as defined in this Lease) and the Leased Premises Improvements, according to
good management practices common to the local rental housing industry and consistent with the
requirements of this Operating Agreement, its attachments, and this Lease. The following plans,
agreements, and documents are attached to this Operating Agreement and incorporated herein by
this reference:

                     (1)     Construction Management Plan

                     (2)     Rental Rate Management Plan

                     (3)     Unit Occupancy Plan

                     (4)     Property Operations and Management Plan

                     (5)     Facilities Maintenance Plan

                     (6)     Capital Repair and Replacement Plan

                     (7)     Reinvestment Plan

                     (8)     Utility Services Plan

                     (9)     Final Plans (to be attached upon acceptance by the Government)

                     (10)    Leases for Military/Non-Military Tenants

                     (11)    Community Development Plan

                     (12)    Fee Management Plan

                     [(13)   Historic Preservation Plan]

                     [(14)   Severability Plan]


_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                4
SAMPLE                                                        Solicitation Number AFCEE-FY-XXXX
                                                          Basename AFB Housing Privatization Project



                      [(15)   Unit Design Plan]

                      [(16)   Demolition Plan]

                      [(17)   Transition Plan]

                      [(18)   Environmental Management Plan]

                      [(19)   Property Tax Elimination Phase Plan]


Any “Property Management Agreement” and “Management Company,” as such terms are
defined in the Lockbox Agreement, require the prior written approval of the Government, which
approval shall not be unreasonably withheld.

       3.     MANAGEMENT REVIEW COMMITTEE (MRC)

               a.     The Government and the Lessee shall establish a Management Review
Committee (“Committee”) as a forum to facilitate discussions relating to the Project. The
Committee is not a decision making body. The Committee shall consist of the Commander or
his or her designee as the Chairman, and at least the following persons as members: Lessee’s
local senior manager, a representative of the Basename AFB Housing Office. The Chairman and
the Lessee may invite other persons to attend the meetings as appropriate. Such persons may
include, but are not limited to, Target Tenants, the Base Civil Engineer, the Construction
Manager, and Other Eligible Tenants.

                b.     The Committee shall meet at least quarterly throughout the Lease Term
unless waived by the Chairman and the Lessee. Members may submit proposed agenda items to
the Chairman or Lessee. The agenda for each meeting shall be established by the Chairman and
the Lessee at least seven (7) days prior to the meeting. .

               c.     Members will serve on the Committee without additional compensation,
and any and all expenses incident to travel will be borne by the Lessee, with respect to its
representatives, and Basename AFB, with respect to its representatives.

                d.    Minutes of each meeting approved by the Chairman and the Lessee will be
distributed to the Committee members.

       4.     DISPUTES: Disputes under this Operating Agreement shall be governed by
Condition 23 of the Lease.

        5.     NOTICES: A copy of any amendment to this Operating Agreement (including
the Plans referenced in Section 2) shall be given in accordance with and delivered to the parties
identified in Condition 20 of the Lease.

       6.     DURATION AND MODIFICATION:


_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                5
SAMPLE                                                        Solicitation Number AFCEE-FY-XXXX
                                                          Basename AFB Housing Privatization Project

             a.     The authorized representative for executing and amending this Operating
Agreement on behalf of the Government is the Commander, XXth Air Base Wing, Basename
AFB, Basestate (“Commander”). The authorized representative for executing and amending this
Operating Agreement on behalf of the Lessee is its _____________, _______________.

               b.      This Operating Agreement shall continue in force and effect during the
Lease Term.

              c.     This Operating Agreement may be amended or modified only by mutual
agreement of the Government and Lessee in a writing signed by both Parties.

               d.     Any amendment or modification to this Operating Agreement shall not be
effective unless executed by the signatories to the Lease or their duly authorized successors or
representatives.



[The remainder of this page is intentionally blank.]

                                    [Signature page follows.]




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                6
SAMPLE                                                         Solicitation Number AFCEE-FY-XXXX
                                                           Basename AFB Housing Privatization Project

Agreed to as of this _____                           UNITED STATES OF AMERICA, acting
day of _________, 200_                               by and through, the Secretary of the Air
                                                     Force

                                                     By _________________________
Witness                                              Title Deputy Assistant Secretary of
                                                           the Air Force (Installations)

Agreed to as of this ____
day of ____________, 200_

                                                     By    _________________________
Witness                                              Name:
                                                     Title


COMMONWEALTH OF VIRGINIA                    )
                                            ) SS.:
COUNTY OF ARLINGTON                         )

        On the____ day of________, 200_, before me, _________________, the undersigned
Notary Public, personally appeared _____________, personally known to me to be the person
whose name is subscribed to the foregoing Operating Agreement, and personally known to me to
be the Deputy Assistant Secretary of the Air Force (Installations), and acknowledged that the
same was the act and deed of the Secretary of the Air Force and that he executed the same as the
act of the Secretary of the Air Force for the purposes and consideration cited therein.


                                                     ___________________________________
                                                     Notary Public, Commonwealth of Virginia
                                                     My commission expires:




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                7
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project



STATE OF_________________                  )
                                           ) SS.:
COUNTY OF _________________                )

         On the ____ day of _________, 200_, before me, the undersigned Notary Public,
personally appeared _____________, personally known to me to be the person whose name is
subscribed to the foregoing, and personally known to me to be the _____________ of
_____________________, and acknowledged the same as his/her free act and deed in his/her
capacity as the _________ of __________________ and the free act and deed of such limited
liability company for the purposes and consideration cited therein.

                                                    ___________________________________
                                                    Notary Public
                                                    My commission expires:




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                                8
SAMPLE                                                      Solicitation Number AFCEE-FY-XXXX
                                                        Basename AFB Housing Privatization Project

                               ATTACHMENT A
                       CONSTRUCTION MANAGEMENT PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                             A-1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                                 ATTACHMENT B
                         RENTAL RATE MANAGEMENT PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                              B-1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                                   ATTACHMENT C
                                UNIT OCCUPANCY PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                              C-1
SAMPLE                                                      Solicitation Number AFCEE-FY-XXXX
                                                        Basename AFB Housing Privatization Project

                             ATTACHMENT D
                PROPERTY OPERATIONS AND MANAGEMENT PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                             D-1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                                 ATTACHMENT E
                          FACILITIES MAINTENANCE PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                              E-1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                               ATTACHMENT F
                    CAPITAL REPAIR AND REPLACEMENT PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                              F-1
SAMPLE                                                      Solicitation Number AFCEE-FY-XXXX
                                                        Basename AFB Housing Privatization Project

                                   ATTACHMENT G
                                 REINVESTMENT PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                             G-1
SAMPLE                                                      Solicitation Number AFCEE-FY-XXXX
                                                        Basename AFB Housing Privatization Project

                                  ATTACHMENT H
                               UTILITY SERVICES PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                             H-1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                                     ATTACHMENT I

                                       FINAL PLANS

                   (To be attached upon acceptance by the Government)




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                              I-1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                               ATTACHMENT J
                 LEASES FOR MILITARY/NON-MILITARY TENANTS




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                              J-1
SAMPLE                                                      Solicitation Number AFCEE-FY-XXXX
                                                        Basename AFB Housing Privatization Project

                               ATTACHMENT K
                         COMMUNITY DEVELOPMENT PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                             K-1
SAMPLE                                                       Solicitation Number AFCEE-FY-XXXX
                                                         Basename AFB Housing Privatization Project

                                   ATTACHMENT L
                               FEE MANAGEMENT PLAN




_____________________________________________________________________________________________
Operating Agreement 22 Jun 07                                                              L-1
SAMPLE                                                      Solicitation Number AFCEE-FY-XXXX
                                                        Basename AFB Housing Privatization Project



                  [ADD ADDITIONAL PLANS AS NECESSARY]




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Operating Agreement 22 Jun 07                                                      1