HomeMy WebLinkAboutLEASE AGREEMENT BETWEEN AUGUST REGIONAL AIRPORT AND AVIS BUDGET RENTAL LLCo 9/
LEASE AGREEMENT
BETWEEN
AUGUSTA, GEORGIA
FOR THE AUGUSTA REGIONAL AIRPORT
AND
AVIS BUDGET RENTAL, LLC.
d /b /a BUDGET RENT -A -CAR SYSTEM, INC.
Capacity Expansion Act of 1987 and the regulation promulgated pursuant to 49 CFR Part
23.
1.3 "Airport Customer" shall mean (i) any person who comes to the Airport by any means of
transportation and enters into a motor vehicle rental agreement with Lessee at Lessee's
Rental Car concession; and (ii) any person who enters into a motor vehicle rental
agreement with Lessee at any of Lessee's rental car operations located within a one (1)
mile radius of the Airport's boundary line or takes delivery from the Lessee or returns a
motor vehicle rented from the Lessee.
1.4 "Airport Executive Director" shall mean Gary LeTellier, or any other such person
designated by the Aviation Commission to exercise functions with respect to the rights
and obligations of the Aviation Commission under this Lease.
1.5 "Augusta Aviation Commission" or "Commission" shall mean the Commissioners tasked
with the overall administration of the Airport.
1.6 "Augusta, Georgia or "Lessor" shall mean the governing authority of Augusta - Richmond
County, Georgia.
1.7 "Best Management Practices" shall include those environmental or operational standards
or guidelines specifying common and accepted practices appropriate for the types of
businesses Lessee, its contractors, agents or vendors engage in on the Airport or such
standards or guidelines as have been articulated by pertinent trade associations,
professional associations or regulatory agencies, including (but not limited to) Best
Management Practices developed by the Airport cooperation with its tenants, including
Lessee. Best Management Practices shall be subject to approval by the Airport Director.
1.8 "Common Use Area" shall mean and refer to those portions of the Airport shared equally
by all rental car agencies or airlines.
1.9 "Concessionaire" shall mean and refer to Avis Budget Car Rental, LLC d/b /a Budget
Rent -A -Car System, Inc. "Concessionaire" when used in the plural, shall mean and refer
to all concessionaires having executed an agreement related to the operation of a rental
car concession at the Airport.
1.10 "Counter Space" shall mean and refer to that area designated by the Lessor inside the
terminal provided to the Lessee for conducting rental car operations.
1.11 Days" (whether capitalized or not) shall, unless otherwise specified, mean and refer to
calendar days, not business days.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 2
1.17 "Leased Premises" or "Premises" shall mean the area leased to Lessee to conduct
business as set forth on Exhibits "A ", "B" and "C" and incorporated herein by reference,
together with all improvements located thereon, any improvements to be constructed, and
all easements (excluding easements for light and air), rights of way and appurtenances
pertaining thereto.
1.18 "Legal Requirements" shall mean and refer to all laws, statutes and ordinances including
building codes and zoning regulations and ordinances and the orders, rules, regulations
and requirements (whether now or hereafter in effect) of all federal, state, county, city or
other local jurisdiction departments, agencies, bureaus, offices and other subdivision
thereof, or any official thereof, or of any other governmental, public or quasi - public
authority, which may be applicable to or have jurisdiction over the premises, or the
sidewalks or streets adjacent thereto and all requirements, obligations and conditions of
all instruments of record on the date of this.
1.19 Lessee shall mean Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc.,
a Delaware corporation authorized to do business in the state of Georgia.
1.20 "Lien" shall mean and refer to any mortgage, lien, security interest, encumbrance, charge
on, pledge of, conditional sale or other encumbrance on the premises.
1.21 "Notice of Default" shall mean and refer to written notice of any Event of Default to
Lessee. Such notice, for all purposes, shall be in lieu of, and not in addition to, any notice
required as a prerequisite to an unlawful detainer or similar action for possession of the
Premises.
1.22 "Personal Property" shall mean the trade fixtures, equipment, conveyors, inventory,
furniture, or supplies owned or leased by Lessee (from a party other than the Lessor or
the Aviation Commission) and installed or used at the Airport in the conduct of Lessee's
car rental business that are removable from Lessee's Premises without substantial or
permanent injury or damage to Lessee's Premises.
1.23 "Public Areas" shall mean those areas of the Airport not leased to any person, company,
or corporation that are open to use by the general public.
1.24 "Ready Return Space" shall mean that consolidated area of the Airport designated for the
return and parking of rental vehicles.
1.25 "Rental Car Concession" shall mean and refer to the privilege to operate a rental car
concession at the Airport on a nonexclusive basis for the purpose of arranging rental car
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 4
2.2.2 Agreements Are Legal and Authorized. The Lessee warrants that the
consummation of the transactions herein contemplated, and the fulfillment of or
the compliance with all of the provisions hereof (i) are within the power, legal
right, and authority of the Lessee, (ii) have been duly authorized by all necessary
and appropriate action on the part of the members of the Lessee, (iii) have been
duly executed and delivered on the part of the Lessee, (iv) are legal, valid and
binding as to the Lessee, subject to bankruptcy, moratorium and other equitable
principles, and (v) will not conflict with or constitute on the part of the Lessee a
violation of, or a breach of or a default under, any charter instrument, bylaw,
indenture, mortgage, deed to secure debt, pledge, note, lease, loan, installment
sale agreement, contract, or other agreement or instrument to which the Lessee is
a party or by which the Lessee or its properties are otherwise subject or bound
which would have a material adverse impact on the Lessee's ability to perform its
obligations hereunder, or any judgment, order, writ, injunction, decree, or demand
of any court or governmental agency or body having jurisdiction over the Lessee
or any of its activities or properties.
2.3 No Defaults. No event has occurred and no condition exists that would constitute an
Event of Default by the Lessee or which, with the lapse of time or with the giving of
notice or both, would become an Event of Default by the Lessee hereunder.
2.4 Disclosure. The representations of the Lessee contained in this Lease and /or any
certificate, document, written statement, or other instrument furnished by or on behalf of
the Lessee to the Lessor in connection with the transactions contemplated hereby, do not
contain any untrue statement of a material fact and do not omit to state a material fact
necessary to make the statements contained herein or therein not misleading. Lessee
states that there is no fact that it has not disclosed to the Lessor in writing that materially
and adversely affects or in the future may (so far as the Lessee can now reasonably
foresee) materially and adversely affects the Lease or the ability of the Lessee to perform
its obligations under the Lease.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 6
SECTION 5
LEASED PREMISES
5.1 For the terms and upon the conditions and for the consideration hereinafter set forth, the
Lessor has leased and does hereby lease to Lessee and Lessee does hereby rent and lease
from the Lessor, the property designated for Lessee shown on Exhibit A to this Lease (the
Leased Premises) for its exclusive use.
5.2 Lessee shall use the Leased Premises for the conduct of its automobile rental operation,
which includes, in the areas designated on Exhibit A for this Lessee, the negotiation of
rates for the rental of automobiles to patrons, passengers, and others.
5.3 The Lessor reserves the right to enter upon the Leased Premises at any time for the
purpose of further developing and improving said premises as it sees fit, regardless of the
desires of Lessee, and without interference or hindrance, and at the Lessor's sole cost and
expense.
5.4 Lessee shall not attach any posters, pictures, advertisement, signs, or the like on the walls
or the counters located in the Airport, without the prior written consent of the Lessor.
5.5 Counter Space. The Lessee shall share with Avis Rent A Car System, LLC the counter
space as depicted on Exhibit A to conduct its car rental business at the Airport. The
Lessor shall have the right to move the counter and operation of Lessee upon giving
thirty (30) days written notice to any location within the Airport terminal
5.6 Ready Return Space. The Lessor shall provide Lessee eighteen (18) ready return
parking spaces. Said spaces will be provided on the Airport as shown on Exhibit B.
Lessee acknowledges that the Executive Director may reassign parking spaces from time
to time to accommodate the needs of the traveling public and Airport operations.
5.7 Car Wash Facilities. Lessee shall share with Avis Rent A Car System, LLC facilities to
wash its rental vehicles as shown on Exhibit C. The Lessee acknowledges that the Lessor
may cease providing these car wash facilities upon thirty (30) days written notice.
SECTION 6
ACCEPTANCE, MAINTENANCE AND REPAIR
6.1 Lessee accepts the Leased Premises in their present condition and agrees to maintain the
Leased Premises, counter and equipment owned by Lessee and installed on said premises
in good state of repair at all times during the life of this Lease. Lessee warrants that it has
inspected the Premises and accepts possession of the Lease Premises and any
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 8
SECTION 8
USE OF PREMISES
8.1 Lessee shall not use or occupy or permit the Premises or any part thereof to be used or
occupied, no do or permit anything to be done in or on the Premises, in whole or in part,
in a manner which would in any way (i) violate any then - applicable legal requirements,
or (ii) violate any of the covenants, agreements, provisions and conditions of this Lease
(iii) violate the certificate of occupancy then in force with respect thereto, or (iv) may
make it difficult for either the Lessor to obtain fire or other insurance required hereunder,
or (v) as will constitute a public or private nuisance.
8.2 Lessee shall not use or occupy or permit the Premises to be used or occupied, in whole or
in part, in a manner which, in the Lessor's reasonable judgment, may or tends to, impair
or interfere with (i) the character, reputation or appearance of the Premises or the Airport;
or (ii) the use of any other Airport property.
8.3 Lessee shall not do or permit or suffer any waste, damages, disfigurement or injury to or
upon the Premises or any part thereof
8.4 In connection with the exercise of its rights under this Lease, Lessee shall not:
8.4.1 Do or permit its agents, employees, directors, or officers to do anything on or
about the Airport that may interfere with the effectiveness or accessibility of the
drainage and sewage system, electrical system, air conditioning system, fire
protection system, sprinkler system, alarm system, and fire hydrants and hoses, if
any, installed or located on or within the premises of the Airport.
8.4.2 Bring, keep or store, at any time, flammable or combustible liquids on the
premises, except in storage containers especially constructed for such purposes in
accordance with federal, state, and county laws, including the Uniform Fire Code
and the Uniform Building Code. For the purposes of this Lease, flammable or
combustible liquids shall have the same definitions as set forth in the most recent
Uniform Fire Code.
8.4.3 Do or permit its agents, employees, directors, or officers to do any act or thing
upon the Airport that will invalidate or conflict with any fire or other casualty
insurance policies covering the Airport or any part thereof
8.4.4 Do or permit its agents, employees, directors, or officers to do any act or thing
upon the Airport that will jeopardize the Airport's Operating Certificate.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 10
Lessee's Premises to be in violation of any federal, state, or local laws governing
or regulating hazardous materials; (2) asbestos in any form, urea formaldehyde
foam insulation, transformers, or other equipment that contains dielectric fluid
containing regulated levels of polychlorinated biphenyls, or radon gas; (3) any
chemical, material, or substance defined as or included in the definition of
"hazardous substances ", "hazardous waste ", "hazardous material ", "extremely
hazardous waste ", "restricted hazardous waste ", "toxic substance ", or similar
words under any applicable local, state, or federal laws, or any regulations
promulgated pursuant thereto, including, but not limited to: the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (CERCLA), as
amended, 42 U.S.C. § §9601, et seq.; the Hazardous Materials Transportation Act,
as amended, 49 U.S.C. § §1801, et seq.; the Federal Water Pollution Control Act
(Clean Water Act, or CWA), as amended, 33 U.S.0 § §1251 et seq.; the Resource
Conservation and Recovery Act (RCRA), as amended, 42 U.S.C. § §6901, et seq.;
the Toxic Substances Control Act (TSCA), as amended, 15 U.S.C. §§ 2601, et
seq.; (4) any other chemical, material, or substance exposure that is prohibited,
limited, or regulated by any government authority, and that may or could pose a
hazard to the health and safety of occupants of the Airport, or to any person
entering upon the Airport or adjacent property; and /or (5) any other chemical,
material, or substance that may or could pose a hazard to the environment or a
person.
8.5 Lessee shall use the Premises and the facilities of the Airport in accordance with
published Airport Rules and Regulations. Lessee specifically agrees to comply with all
present or future Rules and Regulations of the Airport that are promulgated for the
general safety and convenience of the Airport, its various tenants, invitees, licensees and
the general public and which do not materially affect the use and enjoyment of the
Premises for the purposes for which they are intended under this Lease. Said Rules and
Regulations may be examined by Lessee at the offices of the Airport's Aviation Services.
SECTION 9
TRADE FIXTURES
Except to the extent provided in repair or substitution of any improvements provided by
the Lessor, Lessee shall retain ownership of: (i) all trade fixtures and business equipment and
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 12
collected from customer of Lessee and paid in full by Lessee to the taxing authority; (b)
any amount received as insurance proceeds or otherwise for damage to vehicles or other
property of Lessee, or for loss, conversion or abandonment of such vehicles and other
equipment, personal property and trade fixtures; (c) revenue from the wholesale transfer
of salvage vehicles; (d) all non - revenue rentals to employees of Lessee; and (e) the
Customer Facility Charge.
11.3 Gross Revenue shall generally be determined by the total charges on the face of an
Airport Customer's Receipt, less any charges specifically excluded above, in Section
11.2. Anything not explicitly excluded above shall be included within the Gross Revenue
totals.
11.4 Gross Revenue shall not be reduced by reason of any commission or similar amount paid
by the Lessee to travel agents or others.
11.5 All Concession Fee payments shall be made on or before the tenth (10th) day of the
calendar month following the calendar month during which the Gross Revenue
hereinabove described has been realized. Lessee shall also submit a statement that sets
forth the total amount of Gross Revenue earned during the prior month.
SECTION 12
GRANT OF CONCESSION
12.1 For the terms and upon the conditions and for the consideration hereinafter set forth, the
Lessor grants to Lessee the right to operate a Rental Car Concession at the Airport on a
nonexclusive basis for the purpose of arranging rental car and related service for Airport
Customers. The concession rights and privileges granted and awarded to Lessee are
expressly made subject to the terms of this Agreement. Lessee acknowledges and
understands that the Lessor intends to grant Rental Car Concessions to other qualified
companies on substantially the same terms and conditions contained herein. The award of
concession rights and privileges to other rental car operators shall not constitute a
violation of this Agreement.
12.2 Lessee shall use the Leased Premises for the conduct of its automobile rental operation,
which includes, in the areas designated in this Agreement, for the negotiation of rates for
the rental of automobiles to patrons, airline passengers, and others.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 14
SECTION 15
HOURS OF OPERATION
The hours of operation are those hours when the Airport Passenger Terminal Building is
open for business, except when mutually agreed upon by Lessee and the Executive Director and
upon receipt of written acknowledgment from the Executive Director of any such agreement.
SECTION 16
OPERATING STANDARDS
16.1 Lessee's Rental car operations shall be conducted in a safe, clean and orderly condition at
all times. No trash or debris shall be permitted to accumulate or be stored on any portion
of the Leased Premises.
16.2 Payment: Lessee shall accept credit cards, debit cards and traveler's check as acceptable
forms of payment for rental transactions.
16.3 Rental Vehicles: Lessee agrees to have available at all times well- maintained, late -model
automobiles. In no instance shall the automobiles be more than three (3) years old.
16.3.1 Lessee shall maintain its vehicles in good and safe operating condition, free from
known mechanical defects. Vehicles shall be maintained in a clean and attractive
condition both inside and outside. The Aviation Commission shall have the right
to prohibit the Lessee from offering for rent any vehicle which fails to meet the
mechanical or appearance standards set forth herein.
16.3.2 Lessee shall have a sufficient number of vehicles to meet the reasonably
foreseeable demands of the traveling public.
16.3.3 Lessee shall operate all of its vehicles in a safe manner and in accordance with all
Airport, Lessor, state and federal regulations. All vehicles shall be properly
licensed and insured.
16.3.4 Lessee shall obtain and maintain all such licenses and permits necessary to
operate its car rental business.
SECTION 17
BRANDING
17.1 Lessee shall operate at the Airport under the brand or trade name of Budget Rent -A -Car
System, Inc. During the term of this Agreement Lessee shall operate and maintain all
signage under this name.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 16
SECTION 20
BONDS OR OTHER SECURITY
20.1 Security. Lessee shall, upon execution of this Lease, obtain and deliver to the Lessor a
good and sufficient corporate surety company bond, irrevocable standby letter of credit,
or other security acceptable to the Airport (the "Security ") to secure Lessee's full
performance of this Lease and the Concessions Agreement, including the payment of all
fees and other amounts now or hereafter payable to or required to be remitted to the
Lessor under the Lease or the Lease in an amount equal to month's rent. The form,
provisions and nature of the Security and the identity of the surety or other obligor there
under, shall at all times be subject to the Lessor's approval. The Security shall remain in
place at all times throughout any holdover period. No interest shall be paid on the
Security and the Lessor shall not be required to keep the Security separate from its other
accounts. No trust relationship is created with respect to the Security.
20.2 Application of Security. The Lessor may apply all or part of the Security to unpaid rent
or any other unpaid sum due under this Lease to cure other defaults of Lessee. If the
Lessor uses any part of the Security, Lessee shall restore the Security to its then- currently
required amount within thirty (30) days after the receipt of the Lessor's written request to
do so. The retention or application of such Security by the Lessor pursuant to this
Section does not constitute a limitation on or waiver of the Lessor's right to seek further
remedy under law or equity.
SECTION 21
INTEREST ON OVERDUE PAYMENTS
There shall be added to all unpaid sums due the Lessor an interest charge of one and one-
half percent (1.5 %) per month on the principal sum, computed as simple interest; at no time will
the interest actually charged exceed the highest applicable interest rate permitted under Georgia
law. Payments not received when due shall accrue interest from the due date until paid in full.
SECTION 22
TAXES
Lessee shall promptly pay when due all personal property taxes which may be assessed
against its equipment, merchandise, or other property located on or about the Leased Premises
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 18
(3 %) for any other amount for any twelve (12) month audit period. In the event of such
discrepancy, the full cost of the audit shall be borne by the Lessee, and Lessee shall
promptly pay all additional fees owing to the Lessor together with interest on such sums
from the date originally due until the date paid at the Default Rate.
24.3 In the event that Lessee's books or accounts are not maintained in Augusta - Richmond
County, they shall be made available for audit locally within twenty (20) business days of
a request by the Lessor, or Lessee shall pay in full any travel and related expenses of
Lessor representative(s) to travel to the location outside Augusta Richmond County.
24.4 In those situations where Lessee's records have been generated from computerized data
(whether mainframe, minicomputer, or PC -based computer systems), Lessee agrees to
provide the Lessor representative with extracts of data files in a computer readable format
on data disks, electronic mail with attached files or suitable alternative computer data
exchange formats. Lessee agrees to provide appropriate work space to conduct the audit
and free access to copiers; number of Lessee's accounting manager or the like who have
a thorough knowledge of the accounting system as it pertains to this Agreement and who
will assist the Lessor with its audit. Lessee will also allow interviews of past and present
employees who were or are involved in the financial or operational activities of Lessee.
SECTION 25
RECORDS TO BE MAINTAINED BY LESSEE
25.1 Lessee shall maintain a complete and accurate set of books and records on the business
conducted on its Leased Premises and same shall be open to inspection by the Aviation
Commission or its representative at any reasonable time so as to ascertain the true amount
of Lessee's Gross Revenue from its operation on the Airport.
25.2 Upon request of the Aviation Commission, Lessee shall furnish to the Aviation
Commission, within ten (10) days of such request, a statement indicating its total number
of locally based vehicles available for rental at said Airport. The term "local" shall mean
the counties of Augusta - Richmond and Columbia, Georgia, and Aiken, South Carolina.
Lessee shall furnish the Aviation Commission, not later than the tenth (10th) day of the
succeeding month, a statement indicating its gross sales from the previous month. Lessee
shall provide a statement verifying monthly Gross Revenues, as previously reported by
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 20
Lessor in the performance of any covenant or agreement herein required to be performed
by Lessor and the failure of the Lessor to remedy such default for a period of thirty (30)
days after receipt from Lessee of written notice to remedy the same. Rents, fees, and
charges due hereunder shall be payable only to the date of said termination by Lessee.
28.2 Lessor may terminate this lease for any Event of Default, for its convenience or as set
forth below.
28.3 Events of Default: The following shall be "Events of Default" under this Lease
constituting a material breach of the Lease and the terms "Events of Default" and
"default" shall mean any one of the following events:
28.3.1 If the Leased Premises are vacated or abandoned by the Lessee for a period of
thirty (30) days or more.
28.3.2 If Lessee uses the Leased Premises for unlawful or unauthorized purposes
and/or fails to comply with or observe any statute, law, ordinance, rule,
regulation, standard or requirement of the Lessor, any federal, state or local
governmental entity with respect to Lessee's occupancy and/or use of the
Premises.
28.3.3 If Lessee fails to obtain, pay for, and maintain in full force and effect at all
times during the life of this Lease, without any lapse in coverage, such
insurance as is required of Lessee herein.
28.3.4 If Lessee fails to make any payment rents or any other required payment and
when due hereunder, where such failure shall continue for a period of three (3)
days following service of notice thereof upon Lessee by Lessor.
28.3.5 If Lessee uses or permits the use of its Leased Premises at any time for any
purpose which at that time is not authorized by this Lease. Upon the occurrence
of any material default and breach of this Lease by Lessee, Lessor may then
immediately, or at any time thereafter, terminate this Lease by service of a ten
(10) days advance written notice to such effect upon Lessee and this Lease shall
terminate at 11:59:59 p.m. on the termination date specified within such notice.
28.3.6 Following termination of this Lease Agreement by Lessor pursuant to the
provisions of this Article, without prejudice to other remedies Lessor may have
by reason of Lessee's default and breach and /or by reason of such termination,
Lessor may: (1) Reenter the Leased Premises upon voluntary surrender thereof
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 22
and damages incurred because of Lessee's default including, but not limited to, the
reasonable and necessary costs of re- letting, including any tenant improvements
reasonably required, any leasing commissions reasonably required, and attorney's fees
and costs reasonably required ( "Termination Damages ") together with interest on all
Termination Damages at the Default Rate, from the date such termination Damages are
incurred by the Lessor until paid.
29.2 In addition to Termination Damages, and notwithstanding termination and reentry,
Lessee's liability for all Rental Concession Fees, other sum or charge otherwise payable
by Lessee, or other charges which, but for termination of this Lease, would have become
due over the remainder of the Lease Term ( "Future Charges ") will not be extinguished
and Lessee agrees that the Lessor will be entitled, upon termination for default, to collect
as additional damages, a Rental Deficiency. "Rental Deficiency" means, at the Lessor's
election, either:
29.2.1 An amount equal to Future Charges, less the amount of actual rent and fees, if an,
which the Lessor received during the remainder of the Lease Term from others to
whom the Premises may be rented, in which case such Rental Deficiency will be
computed and payable at the Lessor's Option either:
a. In an accelerated lump -sum payment discounted to present worth, or
b. In monthly installments, in advance, on the first day of each calendar
month following termination of this Lease Agreement and continuing until
the date on which the Lease Term would have expired but for such
termination, and any suit or action brought to collect any portion of Rental
Deficiency attributable to any particular month or months, shall not in any
manner prejudice the Lessor's right to collect any portion of Rental
Deficiency by a similar proceeding; or
c. An amount equal to Future Charges less the aggregate fair rental value of
the Premises over the remaining Lease Term, reduced to present worth. In
this case, the Rental Deficiency must be paid to the Lessor in one lump
sum, on demand, and will bear interest at the Default Rate until paid. For
purposes of this subsection, "Present worth" is computed by applying a
discount rate equal to one percentage point above the discount rate then in
effect at the "Federal Reserve Bank in, or closest to, Augusta, Georgia.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 24
SECTION 31
SURRENDER AND HOLDING OVER
31.1 Surrender. Upon expiration or earlier termination of this Lease, Lessee shall promptly
quit and surrender the Premises in good condition and repair; normal wear and tear
excepted and deliver to the Lessor all keys that it may have to any part of the Premises or
Airport. Unless otherwise specifically agreed by the Lessor in writing, Lessee shall
diligently complete such removal at or before the termination (including by expiration) of
this Lease. Lessee shall, at its sole cost and expense, further remove the following from
the Premises:
31.1.1 All of Lessee's equipment and trade fixtures;
31.1.2 All of Lessee's signs, including but not limited to company identifiers,
operational signs, illuminated directional signs, rental /return signs and stall
numbers, and back wall displays;
31.1.3 All control booths, kiosks and security devices for the benefit of Lessee, whether
installed by Lessee, other Lessees or the predecessor -in- interest of either.
31.1.4 Lessee's computer and other electrical equipment;
31.1.5 Lessee's telephone /data communication lines and associated equipment; and
31.1.6 Any improvements, whether installed at the commencement of the Lease Term or
subsequently for which the Lessor's consent was conditioned on Lessee's removal
of such improvements at the expiration or earlier termination of this Lease.
31.2 Holding Over. If the premises are not surrendered as provided in this Section, Lessee
shall indemnify and hold the Lessor harmless against less or liability resulting from the
delay by Lessee in so surrendering the Premises, including, without limitations, any
claims made by any succeeding occupant founded on such delay. Any holding over with
the consent of the Lessor after expiration or earlier termination of this Lease shall be
construed to be a tenancy from month -to -month upon the same terms and conditions
provided in this Lease. Any holding over without the consent of the Lessor after
expiration or earlier termination of this Lease shall be construed to be tenancy at
sufferance upon the same terms and conditions provided in the Lease, except that the rent
shall each be one hundred twenty five percent (125 %) of that which it was immediately
prior to expiration or earlier termination of this Lease.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 26
Director, with the concurrence of the Augusta - Richmond County Risk Manager. No such
amendment shall reduce the coverage amounts lower than as stated in this Lease.
34.4 Within (30) days of the publication by the Airport of any such modifications to the
foregoing insurance requirements, Lessee shall deliver to the Airport insurance
certificates certifying compliance with such modified coverage(s).
34.5 No written amendment of this Lease shall be required to effectuate said increases in
minimum limits
34.6 All insurance required hereunder shall be by companies holding a "General Policyholders
Rating" of A or better as set forth in the most current issue of "Best's Insurance Guide"
and shall be issued a company licensed, qualified and authorized to transact business in
the State of Georgia.
34.7 Any self - insured retention or deductible on any insurance coverage required shall be
declared by Lessee and approved by the Airport.
34.8 Lessee acknowledges that the Lessor is not responsible for the costs of its insurance
premiums.
34.9 The insurance policies for coverage listed in this Section shall contain a provision that
written notice of cancellation or any material change in policy by the insurer shall be
delivered to the Airport no less than thirty (30) days prior to cancellation or change.
34.10 Proof of Insurance. Lessee shall provide the Airport with an annual Certificate of
Insurance on all required insurance prior to Lessee's exercise of any privileges provided
by this Lease and annually upon the effective date thereafter within thirty (30) days of
execution of this Lease. Lessee shall furnish additional Certificates of Insurance, from
time to time, upon specific request of the Airport.
34.11 The Augusta Richmond County Commissioners, the Augusta Aviation Commission, and
their officers, agents, elected and appointed officials, representatives, volunteers, and
employees shall be named as "Additional Insureds" on all required coverage and also
shown on the certificate as such.
34.12 General Liability Insurance. General liability insurance with a combined single limit
of not less than $ 1,000,000 covering Lessee's operations on Airport premises. The
foregoing insurance shall be endorsed to state that it will be primary to Airport's
insurance and that the Lessee waives its right of subrogation against the Aviation
Commission, Augusta- Richmond County, and their officers, agents, elected and
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 28
Aviation Commission, such replacement value shall be determined by a qualified
appraiser, a copy of whose findings shall be submitted to the Risk Manager, and
thereafter, proper adjustment in the limits of insurance coverage shall be effected. Said
property need not be maintained by Lessee, if Lessee is renting or leasing improvement
and Lessee's Lessee maintains the required insurance. The foregoing insurance shall be
endorsed to state that the carrier waives its right of subrogation against Augusta, Georgia,
the Aviation Commission, the Airport, and their officers, agents, elected and appointed
officials, representatives, volunteers, and employees. Augusta, GA and the Aviation
Commission shall be named as loss payees on any Property coverage. Said policy shall
contain a Severability of Interest clause.
34.17 Environmental / Pollution Liability Insurance. Environmental / Pollution Liability
Insurance with limits of liability in the amount of not less than one Million Dollars
($1,000,000.00), including coverage for fuel storage containers, fuel trucks, pollution
from automobiles, third party pollution liability, remediation coverage, and onsite and
offsite cleanup. The foregoing insurance shall be endorsed to state that it will be primary
non- contributory to Lessor's insurance and that the Lessee waives its right of subrogation
against the Aviation Commission, Augusta - Richmond County, the Airport, and their
officers, agents, elected and appointed officials, representatives, volunteers, and
employees. The Aviation Commission and Augusta - Richmond County, and their
officers, agents, elected and appointed officials shall be added as additional insureds on
said policy.
34.18 An insurance binder letter or a Certificate of Insurance must be sent to:
City of Augusta
Risk Manager
530 Greene Street
Room 217
Augusta, Ga. 30901
(706) 821 -2502 (Fax)
34.19 Loss Control and Safety. Lessee shall retain control over its employees, agents, servants
and subcontractors, as well as control over its invitees, and its activities on and about the
premises and the manner in which such activities shall be undertaken and to that end,
Lessee shall not be deemed to be an agent of the Aviation Commission or Lessor.
Precaution shall be exercised at all times by Lessee for the protection of all persons,
including employees and property. Lessee shall make special effort to detect hazards and
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 30
SECTION 37
SECURITY
Lessee, its officers, employees, agents, and those under its control, shall comply with
security measures required of Lessor or the Aviation Commission by the FAA, TSA, or U. S.
Department of Transportation, or contained in any Airport master security plan approved by the
TSA, to include an Airport Tenant Security Program as outlined in 49 CFR Part 1542 regarding
Lessee's Lease. If Lessee, its officers, employees, agents, or those under its control shall fail or
refuse to comply with said measures and such noncompliance results in a monetary penalty being
assessed against the Lessor, then Lessee shall be responsible and shall reimburse the Lessor in
the full amount of any such monetary penalty or other damages, including attorney's fees and
other costs to defend the Lessor against such claims.
SECTION 38
NON - DISCRIMINATION
38.1 Lessee shall furnish its accommodations and/or services on a fair, equal and not unjustly
discriminatory basis to all users thereof and it shall charge fair, reasonable, and non-
discriminatory prices for each unit or service, provided that Lessee may be allowed to
make reasonable and non - discriminatory discounts, rebates, or other similar type of price
reductions to volume purchasers.
38.2 Lessee shall make its accommodations and/or services available to the public on fair and
reasonable terms without discrimination on the basis of race, creed, color, sex, sexual
orientation, age, national origin, or disability.
38.3 Non - compliance with the above paragraphs, after written findings, shall constitute a
material breach thereof and in the event of such non - compliance, the Lessor shall have
the right to terminate this Lease or at the election of the Lessor and/or the Commission or
the United States, either or both said governments shall have the right to judicially
enforce the above paragraphs.
38.4 Lessee assures that it will undertake an affirmative action program to ensure that no
person shall on the grounds of race, creed, color, national origin, sex, or disability be
excluded from participating in any employment activities covered in 49 C.F.R. Part 29,
Subpart E, and /or 29 C.F.R. Part 21. 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 this subpart. Lessee assures that it will require that its covered
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 32
39.2.3. To ensure that our ACDBE program is narrowly tailored in accordance with
applicable law;
39.2.4. To ensure that only firms that fully meet this part's eligibility standards are
permitted to participate as ACDBEs at our airport(s);
39.2.5. To help remove barriers to the participation of ACDBEs in opportunities for
concessions at the Airport; and
39.2.6. To provide appropriate flexibility to our Airport in establishing and providing
opportunities for ACDBEs.
39.3 Contact. The Lessor, on behalf of the Airport, has appointed Brenda Brown, Augusta
Regional Airport, 1501 Aviation Way, Augusta Georgia 30906 Telephone: (706) 798-
3236; E -mail: bbrown @augustaga.gov as the Airport Lessees DBE Liaison Officer
(ACDBELO). In that capacity, Ms. Brown is responsible for implementing all aspects of
the DBE program. Implementation of the ACDBE program is accorded the same priority
as compliance with all other legal obligations incurred by the Airport in its financial
assistance agreements with the Department of Transportation.
39.4 Opportunities for Participation. It is the policy of the Lessor to ensure that ACDBE, as
defined in 49 CFR Part 23 and other small businesses have an equal opportunity to
receive and participate in Department of Transportation (DOT) assisted contracts. The
Lessor encourages the Lessee to make every reasonable effort to maximize contracting
opportunities for ACDBE and other small businesses in any construction or architectural
changes to the premises and in the procurement of goods and services necessary for the
operation of the Rental Car Concession at this Airport.
39.5 Reports: Lessee shall submit ACDBE participation reports to the Lessor as required for
the purpose of demonstrating compliance with 49 CFR Part 23. An ACDBE concession
specific goal of three percent (3 %) of total gross receipts for concessions has been
established for this Agreement. Each Lessee shall make good faith efforts, as defined in
Appendix A, 49 CFR Part 26, to meet the concession specific goal for ACDBE
participation in the performance of this Agreement. The Lessee will be required to
submit the following information:
39.5.1 names and addresses of ACDBE firms and suppliers that will participate in the
concession;
39.5.2 A description of the work that each ACDBE will perform;
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 34
With a copy to:
All notices to Lessee shall be mailed to:
1501 Aviation Way
Augusta, GA 30906
Augusta Law Department
501 Greene St.
Suite 302
Augusta, GA 30901
Avis Budget Car Rental, LLC
d /b /a Budget Rent -A -Car System, Inc.,
Robert Bouta, SVP
6 Sylvan Way
Parsippany, NJ 07054
Either party may change the address and name of addressee to which subsequent notices are to
be sent by notice to the other given as aforesaid.
SECTION 42
LIENS
Lessee shall cause to be removed promptly any and all liens of any nature arising out of
or because of any improvements made or construction performed by Lessee or any of its
contractors or subcontractors upon the Airport or arising out of or because of the performance of
any work or labor by or for it or them at said premises, reserving the right to contest in court the
validity of any such liens. Lessee shall have the right to post an appropriate bond to cover its
obligations pursuant to this Section. If any person or corporation attempts to assert a Mechanic's
Lien against the Airport for improvements made by Lessee, Lessee shall hold the Lessor
harmless from such claim, including the cost of defense.
SECTION 43
RULES AND REGULATIONS
43.1 Lessee shall comply with and shall require its officers and employees and any other
persons over whom it has direct control to comply with such Rules and Regulations
governing the use of Airport facilities and the access to said facilities pursuant to this
Lease and Lessor's ordinances which may govern said use and access of the Airport
facilities, as may be amended from time to time by the Aviation Commission.
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 36
any force or effect. No failure of the Lessor to exercise any power at variance with the terms
hereof shall constitute a waiver of the Lessor's right to demand exact compliance with the terms
hereof
SECTION 46
GOVERNING LAW
This Agreement and all disputes arising hereunder shall be governed by the laws of the
State of Georgia.
SECTION 47
VENUE
All claims, disputes, and other matters in question between the Lessor and Lessee arising
out of or relating to this Agreement, or the breach hereof, shall be decided in the Superior Court
of Richmond County, Georgia. Lessee, by executing this Lease, specifically consents to
jurisdiction and venue in Augusta - Richmond County and waives any right to contest jurisdiction
and venue in the Superior Court of Richmond County, Georgia or the United States District
Court for the Southern District of Georgia, Augusta Division.
SECTION 48
ATTORNEY'S FEES
If the Lessor is reasonably required to obtain counsel to enforce any of its rights under
this Agreement or to collect its fees and charges, the Commission shall be entitled to recover
from Lessee reasonable attorney's fees incurred by it in connection with such proceedings.
SECTION 49
MISCELLANEOUS PROVISIONS
49.1 No purported or alleged waiver of any of the provisions of this Lease shall be valid or
effective unless in writing signed by the party against whom it is sought to be enforced.
49.2 Captions herein are for convenience or reference only and in no way define, limit or
expand the scope or intent of this Lease. Whenever the context hereof shall so require,
the singular shall include the plural, the male gender shall include the female, and vice
versa.
49.3 Counterparts. This Lease may be executed in two or more counterparts, all of which
together shall constitute but one and the same Lease. In the event that one or more of the
provisions hereof shall be held to be illegal, invalid or enforceable, such provisions shall
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 38
Lena Bonner,
City Clerk
Date:
Avis Budget Car Rental, LLC
d /b /a Bu4IZ t Rent-A-Cr stem, Inc.
By: 7O
D ate:
Robert Routs, Senior Vice President
For Properties & Facilities for Avis Budget Car Rental, LLC
an authorized representative of Budget Rent A Car System, Inc.
Approv= o a to content:
By:
G LeTellier, Airport Director
Approved as to form:
By:
Andrew Mackenzie, (eneral Counsel
Date: 3f .fie /CZ
r
Avis Budget Car Rental, LLC d/b /a Budget Rent -A -Car System, Inc., Page 40