HomeMy WebLinkAboutSUBLEASE BETWEEN MORRIS COMMUNICATIONS LLC AND BLANCHARD & CALHOUN B& C BLUE SKY 11,LLC , .
SUBLEASE AGREEMENT
This LEASE AGREEMENT (hereinafter referred to as the "Lease") entered into on the
dates indicated below by and between Morris Communications Company, LLC, successor to
Morris Communication Corporation (hereinafter referred to as the "Lessor") and B&C Blue
Sky II LLG, (hereinafter referred to as the "Sublessee").
WHEREAS, pursuant to that certain lease agreement by and between Lessor and
Augusta, Georgia a political subdivision of the State of Georgia, acting through the Augusta
Aviation Commission (collectively the "Master Lessor"), dated December 19, 1996, attached
hereto as Exhibit "A" and as amended (the "Master Lease"), same being incorporated by specific
reference as if fully set forth herein. Lessor leases from Master Lessor certain land (hereinafter
referred to as the "Premises") situated upon Augusta Regional Airport at Bush Field, (hereinafter
referred to as the "Airport"); and
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WHEREAS, pursuant to the Master Lease, Lessor, upon written consent, is allowed to
sublease various areas of the Premises for aviation purposes; and
WHEREAS, Sublessee is desirous of leasing a portion of the Premises for aviation
purposes; and
WHEREAS, Lessor desires to lease the Space (as hereinafter defined) to Sublessee for
the purposes set forth herein.
NOW, THEREFORE, for and in consideration of the premises, covenants, and
agreements herein contained, and Ten and 00/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, Lessor does hereby
lease to Sublessee, and Sublessee does hereby lease from Lessor, the Space pursuant to the
conditions of this Lease.
ARTICLE 1 LEASED SPACE
1.01 Lessor does hereby lease to Sublessee, and Sublessee does hereby lease from
Lessor, sufficient aircraft storage space in Hangar 3 located at 1530 Hangar Rd., Augusta, GA
30906 for parking of one (1) Citation CJ1 (N223CF) type aircraft ("Designated Aircraft").
Lessee acknowledges that said Hangar 3 shall be shared among Lessor, Sublessee, and other
current or future sublessees of Lessor's sole discretion.
ARTICLE 2 TERM
2.01 The term of this Lease shall be for a period of five (5) years commencing on
August 1, 2011 and ending on July 31, 2016. Sublessee shall have the option to renew the
Sublease for one year (through and including July 31, 2017) and a subsequent option to renew
the Sublease through and including March 31, 2018, it being the intent of the parties that this
Sublease shall, at the latest, expire no later than the end of the Prime Lease. Sublessee's option
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must be requested upon written notice not later than 30 days prior to termination of this Sublease
or subsequent option. The sublease is terminable by either party with ninety (90) days written
notice.
ARTICLE 3 INTENTIONALLY DELETED
ARTICLE 4. RENT
4.01 Commencing on the Commencement Date, Sublessee shall pay Lessor annual
ground rent (the "Ground Rent," also referred to as the "Rent") in equal monthly installments of
$1,100.00, such Ground Rent to be payable in advance without offset or deduction on the first
(lst) day of each month of the Initial Lease Term and any Extended Lease Term; provided,
however, in the event the Commencement Date occurs other than on the first day of a calendar
month, Ground Rent shall be prorated for the actual number of days of said month which fall
within the Lease Term. Ground Rent shall increase by 3% each and every May l, during the
Initial Term of tYiis Lease during and any extended Lease Term. Ground Rent and all other sums
payable hereunder to Lessor shall be paid at the address set forth in Article 23.10 hereof, or at
such other place as may be designated from time to time by Lessor in writing.
4.02 If any installment of Ground Rent or other sums due from Sublessee hereunder
shall not be received by Lessor within ten (10) days after such amount shall be due, then, without
any requirement for notice to Sublessee, Sublessee shall pay to Lessor a late charge equal to five
percent (5%) of such overdue amount. The parties hereby agee that such late charge represents
a fair and reasonable estimate of the administrative costs Lessor will incur by reason of late
payrnent by Sublessee.
4.03 In the event that any dispute may arise with regard to Article IV above or Article
V below, the amount claimed due by Lessor shall be paid forthwith and the dispute shall be
submitted to a certified public accountant, agreeable to both parties, who shall determine the
rights of the parties hereunder in conformity with generally accepted accounting principles. The
unsuccessful party shall pay the fees due said accountant for such services, or if the
determination is partially in favor of each party, the fee shall be borne equally by parties.
ARTICLE 5. SECURITY
5.01 Sublessee acknowledges that the Space does not have manned security, and does
hereby indemnify and hold harmless Lessor for any damage or theft of Sublessee's DesigYated
Aircraft or other property of Sublessee located in the Space unless such damage or theft is
directly due to the negligence of Lessor.
ARTICLE 6. USE
6.01 'The Space shall be used for the purposes set forth as follows:
a. Sublessee shall use the Premises herein leased only for the purpose of
storing, dispatching, making minor repairs and receiving the Designated Aircraft while it is
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owned and under the direct control of the Sublessee and used for providing service to the
Sublessee, its affiliates and guests. The intent of this Lease shall not be construed as authorizing
the conduct of a commercial business or providing service to others (except guests) on the leased
Premises by Sublessee or other persons. Sublessee's occupancy and use of the Premises herein
leased shall at all times be conducted in such a manner as not to create a hazard or limit the use
of the Airport by others.
b. This Lease shall be subordinate to the Master Lease, and in the event of any
conflict between the provisions of this Lease and the Master Lease, the Master Lease shall
control.
6.02 Storage by Sublessee of Sublessee's personal property, or the personal property of
any of Sublessee's employees, agents, licensees, guests, or invitees, in or about the Space shall
be done at Sublessee's sole risk and Lessor shall not be responsible in any way for any damage
to, or any loss of any such personal property stored in or about the Space.
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6.03 Except as may be set forth in a subsequent written agreement approved by Master
Lessor, neither Sublessee nor any of its employees, agents, licensees, guests, or invitees shall
conduct any commercial activity of any nature whatsoever (the "Non-Permitted Activities").
The conduct by Sublessee or any of its employees, agents, licensees, guests, or invitees, of any
Non-Permitted Activity in or about the Space shall constitute a material breach of this Lease
6.04 Sublessee or its invitees or licensees may park motor vehicles in three designated
exterior spaces within the secured fenced area and three exterior spaces on the west wall outside
of the fence.
6.05 Sublessee is responsible for safely securing all Aircraft stored in or about the
Space, in compliance with all applicable rules, regulations and laws of the United States of
America, including the rules of the Federal Aviation Administration, the State of Georgia, the
Lessor, and all local authorities having proper jurisdiction over the Space and the Premises.
6.06 At all times throughout the term of this Lease, as may be extended, Sublessee's
use of the Premises shall be in compliance with all applicable rules, regulations and laws of the
United States of America, including, by way of example only, the rules of the Federal Aviation
Administration, the State of Georgia, all local authorities having proper jurisdiction over the
Space and the Premises, Master Lessor, and Lessor.
6.07 At all times throughout the term of this Lease Sublessee shall comply with such
obligations and restrictions on Prime Lessor in the Master Lease, including but not limited to, the
insurance requirements set forth in the Master Lease and any Rules and regulations established
by the Airport.
6.08 Failure by Sublessee to comply with any of the terms and conditions of this
Lease, including Article 6, shall constitute an Event of Default (as hereinafter defined).
6.09 It is understood and agreed that should Lessor, Master Lessor, or the Federal
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Aviation Administration ("FAA") determine that a portion of the Space is not being used by
Sublessee to fulfill a legitimate aviation need, and Sublessee is unwilling or unable within 12
months from date of written notification to use the Space or portion of the Space for an aviation
need, then Sublessee shall relinquish immediately the Space or the unused portion of the Space
to Lessor with no remuneration.
6.10 Requirements of the United States. This Lease shall be subject and subordinate
to the provisions of any existing or future agreement between Master Lessor and the United
States, or any agency thereof, relative to the operation or maintenance of the Airport, the
execution of which has been or may be required as a condition precedent to the expenditure of
federal funds for the development or operation of the Airport; provided, however, that Master
Lessor shall, to the extent permitted by law, use its best efforts to cause any such agreements to
include provisions protecting and preserving the rights of Lessee in and to the Premises, and to
compensation for the taking thereof, interference therewith and damage thereto, caused by such
agreement or by actions of Master Lessor or the United States pursuant thereto.
ARTICLE 7. MAINTENANCE OF THE SPACE
7.01 Sublessee acknowledges and agrees that throughout the Initial Lease Term and
any Extended Lease Term, it shall be Sublessee's and Lessor's joint responsibility to keep and
maintain the Space and every part or portion thereof neat and clean, in good order, and in
compliance with all applicable rules, regulations and laws of the United States of America, the
State of Georgia, the Master Lessor and all local authorities having proper jurisdiction over the
Space and the Premises, and Lessor.
7.02 Sublessee shall be liable far any and all damage to the Space caused by Sublessee,
its employees, agents, licensees, guests, or invitees. Any damage to the Space caused by or
resulting from any act or omission of Sublessee, its employees, agents, licensees, guests, or
invitees, including, by way of example, any failure to comply with the provisions of Article 7.01
of this Lease, or any commission of negligence on the part of Sublessee or any of its employees,
agents, licensees, guests, or invitees, shall be remedied by Sublessee at its sole cost and expense.
ARTICLE 8. AIRCRAFT MAINTENANCE
8.01 Sublessee and any of its employees, agents, licensees, guests, or invitees shall
have the right to perform limited maintenance on any Designated Aircraft in or about the Space
without the prior written consent of Lessor. Any Limited Maintenance shall be done in
compliance with all applicable rules, regulations and laws of the United States of America,
including the rules and regulations of the Federal Aviation Administration, the State of Georgia,
all local authorities having proper jurisdiction over the Space and the Premises, Master Lessor,
and Lessor. Use of the Space for the performance of any Permitted Maintenance is conditioned
on Sublessee keeping the Space clean and free of grease, oil, rags, paper, and other debris.
ARTICLE 9. ACCEPTANCE OF SPACE AS IS
9.01 Sublessee acknowledges that Sublessee has been afforded the opportunity to
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inspect the Space prior to the execution of this Lease for the purpose of insuring that the Space is
suitable for Sublessee's intended purposes and is free from any material defects that would
render the Space unacceptable to Sublessee. Sublessee's execution of this Lease is based solely
upon Sublessee's independent evaluation of the Space and is not in any way reliant upon any
representation or statement made by Master Lessor, Lessor or on either's behalf.
ARTICLE 10. INTENTIONALLY DELETED
ARTICLE 1L HAZARDOUS SUBSTANCES
11.01 The term "Hazardous Substance" as used in this Lease shall mean any product,
substance, chemical, material or waste whose presence, nature, quantity and/or intensity of
existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in
combination with other materials expected to be in, on or about the Space or on the Premises, is
either: (i) potentially injurious to the public health, safety or welfare, the environment, or the
Space and/or the Premises; (ii) regulated or monitored by any governmental authority; or (iii) a
basis for potential liability of Lessor to any governmental agency or third party under any
applicable rule, regulation or law of the United States of America, the State of Georgia, Master
Lessor, or any local governmental authority having proper jurisdiction over the Space and the
Premises.
a. Hazardous Substance shall include, but not be limited to, hydrocarbons,
petroleum, gasoline, diesel fuel, crude oil or any products or by-products thereof.
b. Sublessee shall not engage in any activity in or about the Space which
constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the
express prior written consent of Master Lessor and Lessor and compliance in a timely manner,
at Sublessee's sole cost and expense, with all Applicable Requirements (as hereinafter defined).
c. "Reportable Use" shall mean (i) the installation or use of any above or
below ground storage tank, (ii) the generation, possession, storage, use, transportation, or
disposal of a Hazardous Substance that requires a permit from, or with respect to which a report,
notice, registration or business plan is required to be filed with any agency or authority of the
government of the United States of America including, by example, the United States
Environmental Protection Agency, or the State of Georgia, and (iii) the presence in, on or about
the Space of a Hazardous Substance with respect to which any Applicable Requirements require
that a notice be given to persons entering or occupying the Space or neighboring spaces or which
if spilled or released would be in quantities sufficient, in Lessor's determination, to subject
Lessor to liability therefore or cause any damage to or diminution in value of, all or any part of
the Space and/or the Premises.
d. Notwithstanding the foregoing, and subject to any applicable provisions of
this Lease regarding maintenance of the Aircraft, Sublessee may, without Lessor's prior consent,
in compliance with all Applicable Requirements, use any ordinary and customary materials
reasonably required to be used by Sublessee in the normal course of storing the Aircraft, in the
performance by Sublessee of any maintenance allowable hereunder, and in the normal course of
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making any Aircraft ready for an impending flight, so long as such use is not a Reportable Use
and does not expose the Space, any neighboring spaces, or the Premises to any meaningful risk
of contamination or damage or expose Lessor or Master Lessor to any liability therefore as
determined in Lessor's sole and absolute discretion.
e. In addition, upon receipt from Sublessee of all assurances that Lessor, in its
reasonable discretion, deems necessary to protect itself, the public, the Premises, the Space, and
the environment against damage, contamination or injury and/or liability therefore, including but
not limited to the installation and, at Lessor's option, removal on or before the expiration of this
Lease, of reasonably necessary protective modifications to the Premises and Space, including, by
example, concrete encasements, and/or upon Sublessee's depositing as a security such amount as
Lessor, in it's sole discretion, deems adequate, Lessor may, but shall be under no obligation to,
grant its consent to a Reportable Use of any Hazardous Substance by Sublessee.
11.02 Sublessee shall indemnify, protect, defend and hold Lessor and Master Lessor, as
well as the elected officials, directors, officers, employees, agents, shareholders licensees, guests k
and invitees thereof, and the holders of any mortgages, deeds of trust or ground leases on the
Premises ("Lenders") harmless from and against any and all damages, liabilities, judgments,
costs, claims, liens, expenses, penalties, fines, loss of permits and reasonable attorneys' and
consultants' fees arising out of or involving any Hazardous Substance brought into the Space or
Premises by or for Sublessee or by any director, officer, employee, agent, shareholder, licensee,
guest, invitee, customer, client, contractor or vendor of Sublessee ("Sublessee's Group").
Sublessee's obligations under this Article 11.02 shall include (and by reference to Sublessee shall
include the acts of any member of the Sublessee Group), by example, the effects of any
contamination or injury to person, property or the environment created or suffered by Sublessee,
and the cost of investigation, including consultants' and attorneys' fees, testing, studying,
sampling and testing procedures, removal, remediation, restoration and/or abatement thereof, or
of any contamination therein involved, in accordance with all applicable rules, regulations and
laws of the United States of America, the State of Georgia, Master Lessor, or any local
governmental authority having proper jurisdiction over the Space and the Premises and to the
satisfaction of Lessor. These indemnification obligations shall survive the expiration or earlier
termination of this Lease. No termination, cancellation or release agreement entered into by
Lessor and Sublessee shall release Sublessee from its obligations under this Lease with respect to
Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such
agreement. All of the above representations and indemnities of this paragraph for damages,
liabilities, judgments, costs, claims, liens, expenses, penalties, fines, loss of permits and
reasonable attorneys' and consultants' fees arising out of or involving any Hazardous Substance
shall equally apply from the Lessor to the Sublessee, its directors, officers, employees, agents,
shareholders, licensees, guests and invitees thereof and the holders of any mortgages, deeds of
trust or ground leases on the Premises ("Lenders") for any Hazardous Substance found to exist
in, on or under the property being leased which are found to exist in, on or under the leased
property as of the execution date of this lease.
11.03 Sublessee shall, at Sublessee's sole cost and expense, fully, diligently and in a
timely manner, comply with all "Applicable Requirements", which term is used in this Lease to
mean all laws, statutes, codes, rules, regulations, ordinances, directives, covenants, easements
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and restrictions of rule, regulations or permits of the United States of America, the State of
Georgia, Master Lessor, or any local governmental authority having proper jurisdiction over the
Space and the Premises, as well as the requirements of any applicable fire insurance underwriter
or rating bureau, and the written recommendations of Lessor's engineers and/or consultants
� provided to Sublessee, relating in any manner to the Space or the Premises, including, but not
limited to, matters pertaining to (i) industrial hygiene, (ii) environmental conditions on, in, under
or about the Space or the Premises, including soil and groundwater conditions, and (iii) the use,
generation, manufacture, production, installation, maintenance, removal, transportation, storage,
spill, or release of any Hazardous Substance, now in effect or which may hereafter come into
effect. Sublessee shall, within five (5) days after receipt of Lessor's written request, provide
Lessor with copies of all documents and information, including but not limited to permits,
registrations, manifests, applications, reports and certificates, evidencing Sublessee's compliance
, with any Applicable Requirements specified by Lessor, and shall immediately upon receipt,
notify Lessor in writing (with copies of any documents involved) of any threatened or actual
claim, notice, warning, complaint or report pertaining to or involving failure by Sublessee or the
Space to comply with any Applicable Requirements. '
11.04 Master Lessor's and Lessor's directors, officers, employees, agents, shareholders,
licensees, guests, invitees, contractors and designated representatives, and the Lenders shall have
the right to enter the Space at any time for the purpose of inspecting the condition of the Space
and for verifying compliance by Sublessee with this Lease and all Applicable Requirements, and
Lessor shall be entitled to employ experts and/or consultants in connection therewith to advise
Lessor with respect to Sublessee's activities, including but not limited to Sublessee's installation,
operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the
Space. The costs and expenses of any such inspections shall be paid by the party requesting
same, unless an Event of Default (as hereinafter defined) or a violation of Applicable
Requirements or a contamination, caused or materially contributed to by Sublessee, is found to
exist or to be imminent, or unless the inspection is requested or ordered by a governmental
authority as the result of any such existing or imminent violation or contamination caused by
Sublessee (an "Event of Non-Compliance"). In the case of the occurrence of an Event of Non-
Compliance, Sublessee shall, upon request, reimburse Lessor or the Lenders, as applicable, for
all costs and expenses of such inspections. Further, in the event of the occurrence of an Event of
Non-Compliance, both Master Lessor and Lessor will have the right, but not the obligation, in
addition to all other remedies available at law and in equity, to enter upon the Space immediately
and take such action as Master Lessor or Lessor, as applicable, in its sole judgment deems
appropriate to remediate any actual or threatened contamination caused by the occurrence of any
such Event of Non-Compliance.
ARTICLE 12. DAMAGE OR DESTRUCTION OF SPACE
12.01 Except as otherwise provided in this Article 12 of the Lease, if the Space shall be
damaged by fire or other casualty caused by sublessee and required to be insured by Sublessee
pursuant to Article 19 of this Lease (a "Casualty"), then Sublessee shall promptly repair,
reconstruct and restore (the "Repairs") the Space to substantially the condition thereof
immediately prior to said damage or destruction. Sublessee shall commence Repairs not later
than thirty (30) days after the occurrence of any Casualty; provided, however, that in the event
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that Sublessee shall be prevented from commencing such Repairs within thirty (30) days after the
occurrence of any Casualty by any rule, regulation or action of any agency or authority of the
government of the United States of America, including the Federal Aviation Administration, the
State of Georgia, or any local authority having proper jurisdiction over the Space and the
Premises, then Sublessee shall commence such Repairs at the earliest possible date following the
occurrence of a Casualty for the commencement thereof. All Repairs shall be completed in a
workman like manner not later than one hundred and twenty (20) days after the commencement
thereof.
12.02 In the event that the damage to the Space caused by a Casualty is such that the
Space is rendered unusable by Sublessee for the storage of any Aircraft, then Ground Rent shall
be abated until repairs are completed, not to exceed twelve months provided, however, that if a
Casualty so damaging the Space shall occur as a result of the negligence of Sublessee or any of
its employees, agents, licensees, guests or invitees, then there shall be no abatement of Ground
Rent. The abatement of Ground Rent shall continue until such time as it shall be possible for
Sublessee to resume use of the Space for the storage af Afrcraft. Lessor shall use best efforts to
provide comparable hangar space for use by Sublessee until the repair of the Space is completed.
12.03 All Repairs made pursuant to this Article 12 shall be performed in accordance
with the terms and conditions of Articles 7 and 10 of this Lease. Sublessee, at its sole cost and
expense, shall be responsible for any and all costs, of any nature whatsoever, incurred in
connection with any Repairs made pursuant to this Article 12 of this Lease. Any such proposed
repairs, etc must be approved and accepted in writing by Master Lessor prior to initiating the
same.
ARTICLE 13. APPURTENANT PRIVILEGES
13.01 Sublessee shall have the right, in common with others so authorized either by
Lessor or Master Lessor, as applicable, to make use of the parking areas, appurtenances and
improvements of the Premises and the Airport; the right of ingress to and egress from the
Premises; and the right to make use of the common areas of the Airport, including, by example,
runways, taxiways, aprons, roadways, and other conveniences for the take-off, flying and landing
of aircraft, such rights to extend also to Sublessee's employees, agents, licensees, guests, or
invitees. Any exercise by Sublessee of any the rights granted pursuant to this Article 13.01 shall
be subject to all applicable rules and regulations of Master Lessor and Lessor.
13.02 Sublessee recognizes that it is necessary for the Airport and/or the FAA to
occasionally close the runway(s) with or without advance notice. Lessor and Master Lessor shall
not be liable to Sublessee in any manner whatsoever for any damages alleged or actual to person
or property related in any way to runway closures. Master Lessor and Lessor reserve the right in
their sole discretion to modify, alter, reduce or redesign all or any part of such common areas.
ARTICLE 14. UTILITIES
14.01 1NTENTIONALLY DELETED
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14.02 Sublessee may not undertake to perform any maintenance, repair, replacement,
modification, alteration, addition or other work on or about the Space, the performance of which
requires the disturbance or altering, in any way, either temporarily or permanently, of any utility
service facility directly serving the Space, without written permission by Master Lessor and
Lessor. Sublessee shall be responsible for ensuring that, upon completion of any such
maintenance, repair, replacement or modification, the level of service provided to the Space by
any such disturbed or altered utility service facility shall be equivalent to the level of service
provided by such disturbed or altered utility service facility prior to the disturbance or alteration
thereof and that, in all other respects, the disturbed or altered utility service facility shall be in
compliance with the terms and conditions of this Lease and as evaluated and approved by Master
Lessor.
ARTICLE 15. INTENTIONALLY DELETED
ARTICLE 16. MOVEMENT OF AIRCRAFT
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16.01 Except as otherwise stated herein, throughout the Lease Term, Sublessee shall be
solely responsible for the movement of the Aircraft into and out of the Space, as well as all other
movement of the Aircraft upon the Premises (the "Aircraft Movement"), and at no time shall
Lessor be under any obligation to assist Sublessee in any Aircraft Movement or undertake any
Aircraft Movement on Sublessee's behalf.
16.02 At any time during the Lease Term, Sublessee may request that Lessor either
assist Sublessee in Aircraft Movement or undertake Aircraft Movement on Sublessee's behalf.
In the event that Lessor shall elect to participate in any way in any Aircraft Movement for the
benefit of Sublessee, Sublessee shall be present during such Aircraft Movement and Lessor
assumes complete liability for damage to any Aircraft occurring as a result of Lessor's negligent
movement of such Aircraft Movement.
16.03 In the event that Lessor determines that any of Sublessee's Aircraft need to be
moved from any part of the Space or the Premises for any reason other than the occurrence of an
emergency situation, Lessor shall provide Sublessee with notice and Sublessee shall immediately
move the Aircraft identified in such notice (the "Identified Aircraft"). In the event that Sublessee
either refuses to move the Identified Aircraft or fails to immediately undertake to move the
Identified Aircraft, then Lessor shall have the right to move the Identified Aircraft.
16.04 In the event of the occurrence of an emergency situation, Lessor, without notice to
Sublessee, may undertake to move any of Sublessee's Aircraft, and, excepting damage caused by
Lessor's gross negligence, Sublessee agrees to hold Lessor and its directors, officers, employees
and agents harmless for any damage to any of Sublessee's Aircraft occurring as a result of
Lessor's movement thereof pursuant to this Article 16.
16.05 Master Lessor or Lessor may require the Sublessee or may undertake to move any
Designated Aircraft or Additional Aircraft immediately upon determination of Master Lessor or
Lessor in their sole discretion that the Aircraft pose a disruption to operations.
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ARTICLE 17. LAWS AND REGULATIONS
17.01 Sublessee's use of the Space shall comply with all applicable rules, regulations
and laws of the United States of America, including the rules of the Federal Aviation
Administration, the State of Georgia, all local authorities having proper jurisdiction over the
Space and the Premises, Master Lessor, and Lessor.
ARTICLE 18. INTENTIONALLY DELETED
ARTICLE 19. INSURANCE
19.01 Sublessee agrees to carry and maintain in force at all times during the Lease
Term, at Sublessee's sole expense, the insurance described in herein below for itself. The Parties
understand and agree that the minimum limits of the insurance required herein may become
inadequate during the Lease Term and that, if it in any way, directly or indirectly, contingently or
otherwise; affects or might affect the Airport or Augusta-Richmond County, as determined in the
sole but reasonable discretion of the Airport Director, the Parties agree that Sublessee will
increase such minimum limits by reasonable amounts on written request of the Master Lessor.
No written amendment of this Lease shall be required to effectuate said increases in minimum
limits. Sublessee agrees to maintain insurance with an Insurer rated "A" ar better by AM Best
with:
19.02 Sublessee hereby agrees to maintain at all times at Sublessee's expense,
Comprehensive Aircraft Liability and General liability with a combined single limit of not less
than $5,000,000 covering Sublessee's operations. Coverage shall include bodily injury or death
to person's in or about the facility and/or property damage to the facility and/or other aircraft
stored in or about the Leased Premises resulting from Lessee's preventive maintenance, routine
aircraft servicing, or minor repair activities. The foregoing insurance shall be endorsed to state
that it will be primary to Master Lessor's insurance and that the carrier waives its right of
subrogation against Master Lessor, the Aviation Commission, the Airport, and their officers,
agents, elected and appointed officials, representatives, volunteers, and employees. Lessor,
Augusta-Richmond County, the Aviation Commission, the Airport, and their officers, agents,
elected and appointed officials shall be added as additional insureds on said policies.
19.03 Worker's Compensation Insurance covering all employees of Sublessee employed
in, on or about the Airport in order to provide statutory benefits in compliance with the
applicable Workers' Compensation Act(s) of the State of Georgia, in amounts required by statute
and Employer's Liability Insurance, with limits of liability of not less than One Million Dollars
($1,000,000.00) for each accidentldisease. Such policy(ies) shall be endorsed to state that the
workers' compensation carrier waives its right of subrogation against Lessor, Master Lessor, the
Aviation Commission, the Airport, and their officers, agents, elected and appointed officials,
representatives, volunteers, and employees.
19.04 Automobile Liability with a combined single limit of not less than $1,000,000
covering Lessee's automobiles while on and off Airport premises. However, if it is determined
that Sublessee's automobiles are used on the ramp or SIDA, it shall provide Automobile
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Liability with a combined single limit of not less than $5,000,000. The foregoing insurance shall
be endorsed to state that it will be primary to Lessor's insurance and that the carrier waives its
right of subrogation against Master Lessor, the Aviation Commission, the Airport, and their
officers, agents, elected and appointed officials, representatives, volunteers, and employees.
Lessor, Augusta-Richmond County, the Aviation Commission, the Airport, and their officers,
agents, elected and appointed officials shall be added as additional insureds on said policies.
19.05 Lessee agrees to furnish an annual certificate of insurance to Lessor within ten (10)
working days after execution of this Lease. Lessee agrees that all required insurance policies
shall provide a 30-day notice to Lessor of any cancellation or policy changes.
19.06 Any self-insured retention or deductible on any insurance coverage required shall
be declared by the Sublessee and approved by the Lessor and Master Lessor.
19.07 Sublessee is required and responsible to ensure that any subleases or subcontractors
maintain same coverage as outlined above, or be covered by the Sublessee's coverage, subject to
prior approval of the Lessor and Master Lessor.
19.08 Sublessee acknowledges that neither Master Lessor nor Lessor is responsible for
any of Sublessee's insurance premiums.
19.09 Within 30 days of the execution of this Lease, Sublessee shall provide Lessor with
policy endorsements reflecting the notice requirements and additional insured requirements
provided for herein.
ARTICLE 20. DEFAULT
20.01 Each of the following shall be an "Event of Default":
a. Amounts payable under this Lease or any other sum of money due
hereunder is not paid when due and such failure to pay continues for more than ten (10) days
after Sublessee's receipt of notice thereof from Lessor; provided, however, that Lessor shall not
be required to provide Sublessee with the notice and ten-day period set forth in this
Subparagraph more than two (2) times during any twelve (12) month period during the Lease
Term, and the third (3rd) and each subsequent failure to timely pay such sums in any such twelve
month period shall immediately constitute an event of default hereunder.
b. Failure of Sublessee to observe or perform one or more of the other terms,
conditions, covenants or agreements of this Lease, federal law or rules implemented by the
Master Lessor, and the continuance of such failure for a period either expressly specified in this
Lease or, if not so specified, for a period of ten (10) days, after written notice by Lessor
specifying such failure Notwithstanding the foregoing, if the default is one relating to a matter
that exposes occupants or the public to a danger to safety or health of which the public
authorities have given due notice to Sublessee, or in the reasonable opinion of Lessar causes
undue risk to Lessor or to the condition or safety of the Premises, then such shorter notice to
Sublessee, whether written or otherwise, shall be sufficient as the circumstances demand with the
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responsibility of Sublessee to take corrective measures forthwith.
20.02 In the event of Default pursuant to definition of 19.01(a) above, Sublessee shall
be obligated to pay Lessor all undisputed amounts as provided herein, plus interest calculated at
the higher of plus 1% per annum, or the maximum amount allowed by law on all outstanding
amounts as described herein plus reasonable attorney fees, court and other related costs required,
to legally enforce collection against Sublessee. In the event of Default pursuant to definition of
19.01 (b) above, Lessor shall (after stipulated or reasonable time for compliance has been
extended by Lessor to Sublessee) have the right to force Sublessee to perform as required under
this lease by taking the matter to court and seeking compliance and damages. If Lessor prevails
in seeking damages, Sublessee shall be liable for costs to cure defect as well as reasonable
attorney fees, court and other related costs required to legally enforce compliance by Sublessee.
Unless default involves emergency immediate compliance for safety or security issues, Sublessee
shall at all times be given notice and reasonable time to cure any default prior to Lessor taking
the matter to court. Notwithstanding anything to the contrary, in addition to all other costs and
expenses either party shall be entitled to recover under this Lease, either party shall also be
entitled to recover (i) the cost of performing any other covenants which would have otherwise
been performed by Lessor or Sublessee, as the case may be, and (ii) all costs and expenses
incurred by either party in connection with the exercise by either party of remedies for an event
of default, including reasonable attorneys' fees actually incurred.
20.03 Pursuit by Lessor of any of the foregoing remedies shall not preclude Lessor's
pursuit of any of the other remedies herein provided or any other remedies provided to Lessor at
law or in equity, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver
by Lessor of any rent or other sum due to Lessor hereunder or of any damages accruing to Lessor
by reason of Sublessee's violation of any of the covenants and provisions herein contained.
Forbearance by Lessor to enforce one or more of the remedies herein provided upon the
occurrence of an Event of Default shall not be deemed or construed to constitute Lessor's waiver
of such default.
20.04 Nothing herein contained shall limit or prejudice the right of Lessor to prove and
obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or
dissolution proceeding an amount equal to the maximum allowed by a statute or rule of law
governing such proceeding and in effect at the time when such damages are to be proved,
whether or not such amount be greater, equal to or less than the amount of the damages referred
to in any of the Paragraphs hereof.
ARTICLE 21. INDEMNIFICATION
21.01 Sublessee shall keep, defend and hold harmless Master Lessor, Lessor, and their
respective agents, employees, directors, officers, guests, licensees and invitces, from and against any
and all claims, demands, suits, judgments, costs and expenses asserted by any person or persons,
including agents or employees of Master Lessor, Lessor or Sublessee, by reason of death or
injury to persons or loss or damage to property, resulting from Sublessee's operations and
occupancy of the Space, or anything done or omitted by Sublessee under this Lease except to the
extent that such claims, demands, suits, judgment, costs and expenses may be directly attributed
12
_ ____
to any act of negligence on the part of Master Lessor, Lessor, or their agents, employees, directors,
officers, guests, licensees and invitees.
21.02 Lessor shall keep, defend and hold harmless Sublessee and its respective agents,
employees, directors, officers, guests, licensee.s and invitees, from and against any and all claims,
demands, suits, judgments, costs and expenses asserted by any person or persons, including
agents or employees of Lessor or Sublessee, by reason of death or injury to persons or loss or
damage to property, resulting from Lessor's operations, occupancy or administration of the
Space or any adjacent or other aircraft space under its control pursuant to the Master Lease, or
anything done or omitted by Lessor, under this Lease or the Master Lease except to the extent
that such claims, demands, suits, judgment, costs and expenses may be attributed to any act of
negligence on the part of Sublessee, or their agents, employees, directors, oi�cers, guests, licensees and
invitces.
21.03 In the event that Sublessee or Lessor's aircraft is damaged due to the negligence
of the other party including its respective agents, employees, directors, of�icers, guests, licensces and
invitees, such negligent party shall reimburse the injured party for all such damages within receipt of ten
(10) days written notice.
ARTICLE 22. AIRPORT DEVELOPMENT
22.01 Sublessee understands and agrees that Master Lessor is the owner of the Airport
and that, as such, Master Lessor may, at any time, undertake to further develop or improve the
Airport ("Airport DevelopmenY'), as it sees fit, including, by way of example, expanding the
landing area of the Airport, regardless of the desires or views of Sublessee, and without
interference or hindrance there from. In the event that any Airport Development shall result in
making the Space unusable for Sublessee's intended purposes, this Lease shall be terminable by
Lessor within ten (10) days notice.
ARTICLE 23. MISCELLANEOUS
23.01 Signs. Sublessee to have name on wall sign, subject to compliance with the
Master Lessor's sign ordinances and/or rules.. Sublessee will submit all written requests for
signage to Lessor and Master Lessor for approval.
23.02 Facility Modification. Sublessee must obtain Lessor's and Master Lessor's
written permission to change or modify exterior of facility with any permanent, semi-permanent,
or temporary facility.
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23.03 Binding Effect; Authority. This Lease shall be binding upon, and shall inure to
the benefit of the parties hereto and their successors and assigns. If more than one person or
entity is named as either Lessor or Sublessee herein, except as otherwise expressly provided
herein, the obligations of the Lessor or Sublessee herein shall be the joint and several
responsibility of all persons or entities named herein as such Lessor or Sublessee, respectively.
The undersigned representative of Lessor represents and warrants that he is duly authorized and
has full power and authority pursuant to a duly called meeting with required notice of the board
of directors and corporate resolution voted by the board to execute and deliver this Lease on
behalf of Lessor arid that Lessor will be bound hereby. The undersigned representative of
Sublessee represents and warrants that the undersigned holds the office named, is duly
authorized and has full power and authority to execute and deliver this Lease on behalf of
Sublessee, and that Sublessee will be bound hereby.
23.04 Force Majeure. A party shall be excused from performing its obligations
hereunder (excepting any obligation to pay Rent, Premises Maintenance Expenses or other sums
due hereunder) to the extent and far such time as such performance is prevented by events not `
within such party's reasonable control, including, Acts of God, war, terrorism, civil disorder, fire,
strikes, riot, labor unrest, labor or material shortages, unusual or severe weather conditions and
government regulation or restriction.
23.05 Waiver. The failure of either party to enforce any provision contained in this
Lease shall not prevent the enforcement, by the failing party, of any and all provisions contained
in this Lease at a later time.
23.06 Rules and Regulations. Sublessee shall comply with, and cause its
employees, agents and invitees to comply with; all Rules and Regulations adopted by Master
Lessor and Lessor in connection with the use of the Space. Master Lessor and Lessor reserve the
right to update and modify their Rules and Regulations periodically.
23.07 Non-Discrimination. Notwithstanding any other provision of this Lease, during
the performance of this Lease, Lessee, for itself, its heirs, personal representatives, successors in
interest and assigns, as part of the consideration of this Lease does hereby covenant and agree, as
a covenant running with the land, that:
a. No person on the grounds of race, color, religion, sex or national origin shall
be excluded from participation in, denied the benefits of, or otherwise be subjected to
discrimination in the use of the Leased Premises;
b. In the construction of any improvements on, over or under the Leased
Premises, and the furnishing of services therein or thereon, no person on the grounds of race,
color, religion, sex or national origin shall be excluded from participation in, or denied the
benefits of, such activities, or otherwise be subjected to discrimination;
c. Lessee shall use the Premises in compliance with all other requirements
imposed by or pursuant to Title 49, Code of Federal Regulations ("C.F.R."), Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally
14
Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil
Rights Act of 1964, and as said regulations may be amended.
d. In the event of breach of any of the above nondiscrimination covenants,
Lessor shall have the right to terminate this Lease and to reenter and repossess the Premises and
hold the same as if said Lease had never been made or issued. This provision does not become
effective until the procedures of 49 C.F.R. Part 21 have been followed and completed including
expiration of appeal rights.
e. Lessee assures that it will undertake an affirmative action program, as
required by 14 C.F.R. Part 152, Sub-part E, to ensure that no person shall, on the grounds of
race, creed, color, national origin, or sex, be excluded from participating in any employment,
contracting or leasing activities covered in 14 C.F.R. Part 152, Sub-part E. Lessee assures that
no person shall be excluded, on these grounds, from participating in or receiving the services or
benefits of any program or activity covered by Sub-part.
w
f. Lessee assures that it will required that its covered organizations provide
assurance to the Lessee that they similarly will undertake affirmative action programs and that
they will require assurances from their sub-organizations, as required by 14 C.F.R. Part 152,
Sub-part E, to the same effect.
g. Lessee agrees to comply with any affirmative action plan or steps for equal
employment opportunity required by 14 C.F.R. Part 152, Sub-part E, or by any federal, state, or
local agency or court, including those resulting from a conciliation agreement, a consent decree,
court order, or similar mechanism. Lessee agrees to obtain a similar assurance from its covered
organizations, and to cause them to require a sirnilar assurance of their covered sub-
organizations, as required by 14 C.F.R. Part 152, Sub-part E.
23.08 Attorney Fees. In the event that either party must retain an attorney to
enforce any provision of this Lease, the breaching party shall be liable to the non-breaching party
for all reasonable costs, attorney fees associated with the enforcement thereof, or other costs as
prescribed by law by the non-breaching party.
� 23.09 Invalidity of Particular Provisions. If any term or provision of this Lease or the
application thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable, shall
not be affected thereby, and each term and provision of this Lease shall be valid and be enforced
to the fullest extent permitted by law.
23.10 Notice: Any notice given by one party to the other in connection with this Lease
shall be in writing and shall be sent certified mail, return receipt requested, with postage and fees
prepaid to:
L If to Lessor:
Morris Communications Company, LLC
15
ATTN: William S. Morris, � �' ^
...-L u �i�
725 Broad Street -
Augusta, GA 30901
2. If to Sublessee:
B&C Blue Sky II LLC.
c/o Blanchard & Calhoun Commercial Corp.
ATT'N: Victor J. Mills
Bldg. 100, Suite 370
2743 Perimeter Parkway
Augusta, GA 30909
3. If to Master Lessor:
Augusta Aviation Commission
Augusta Regional Airport at Bush Field
1501 Aviation Way 4
Augusta, GA 30906-9600
Notices shall be deemed to have been received on the date of receipt as shown on the return
receipt.
23.11 Number and Gender. In all references herein to any parties, persons, entities or
corporations the use of any particular gender or the plural or singular number is intended to include the
appropriate gender or number as the text of the within instrwnent may require.
23.12 Governing Law. This Lease shall be governed by the laws of the State of
Georgia and venue for any action arising under or relating to the terms of this Lease shall lie in
the Courts of Richmond County, Georgia.
23.13 Entire Agreement This lease, including all special stipulations, e�ibits, rules and
regulations and addendums attached hereto, incotporated by reference, or refeired to herein, contains the
entire agreement between the parties. No representative, agent or employee of the Lessor has been
authorized to make any representarions or promises with reference to the within letting or to vary, alter or
modify the tenns hereof. No additions, changes or modifications shall be binding unless reduced to writing
and signed by the Master Lessor, Lessor and the Sublessee.
23.14 Hangar Tenant Badge.
a. Flight crews are required to obtain an Airport's Hangar Tenant Badge prior
to operating unescorted in the Airport Operations Area (AOA) i.e., restricted area. Flight crews
are required to escort their own passengers, while inside the AOA.
b. Lessee shall ensure that all persons performing operations in the AOA and
associated with tenant's activities shall be properly badged or escorted.
c. Hangar Tenant Badge authorizes the bearer unescorted access to and transit
between Hangar Three and Fixed Base Operator (FBO) only. Hangar Tenant Badge does not
authorize the individual to operate a vehicle in the AOA.
16
d. To qualify for tenant badge, each individual must satisfactorily completed
both a background investigation and badge training consistent with Transportation Security
Administration (TSA) regulations. This may include collection of appropriate criminal history
information, contractual and business associations and practices, employment histories,
reputation in the business community and credit reports for the Lessee as well as Lessee's
employees. Lessee consents to such an inquiry and agrees to make available to the Airport such
books and records the Airport deems necessary to conduct the review.
e. Lessee will pay cost associated with providing badge(s).
f. Lessee's failure to comply with Hangar Tenant Badge procedures is
considered in default.
23.15 Aviation Fuels: Except as defined in Airport rules and regulations, it is
understood and agreed by the parties hereto that Master Lessor has reserved unto itself exclusive
control of the storage, sale and dispensing of all oil and aviation gasoline, kerosene, jet fuel or
any other fuels now available, or that may become available during the term on this Lease, on or
about Augusta Regional Airport including, but not limited to, the Premises herein leased. In
addition, except as defined in Airport rules and regulations, no oil, aviation gasoline, automobile
gasoline, kerosene, jet fuel, shall be stored or brought upon the Premises for use or resale by
Lessee, Sublessee, or its customers, guests or patrons, other than fuels and oils purchased from
Lessor for Lessee's sole use.
23.16 Exhibits. The following exhibit is incorporated by reference as if fully set forth
herein:
Exhibit A Master Lease
(BALANCE OF PAGE LEFT BLANK INTENTIONALLY)
17
IN WITNESS WHEREOF, the parties have executed the Sublease as of the day and year first
written above.
SUBLESSEE: LESSOR:
B&C B ue Sky II LLC. Morris Communications Company, LLC
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Consented to by:
MASTER LESSOR:
AUGUSTA AVIATION COMMISSION
Jay Forrester
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