HomeMy WebLinkAboutLEASE AGREEMENT FOR THE AUGUSTA REGIONAL AIRPORT AND D/B/A AVIS RENT A CAR SYSTEMS LLCLEASE AGREEMENT
AUGUSTA, GEORGIA
FOR THE AUGUSTA REGIONAL AIRPORT
AND
AVIS BUDGET CAR RENTAL, LLC,
D/B /A AVIS RENT A CAR SYSTEM, LLC
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 Avis Rent
A Car System, LLC. "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.
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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 Avis Rent A Car System, LLC, 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
services for the benefit of Airport Customers, where such rental car service is furnished
by or on behalf of Lessee.
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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.
SECTION 3
LEASING CLAUSE; SECURITY; TITLE
The Lessor, duly authorized, for and in consideration of the rents, covenants, agreements,
and stipulations hereinafter mentioned, reserved and contained, to be paid, kept and performed
by the Lessee, has leased and rented, and by these presents does lease and rent, unto the said
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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.
5.6 Counter Space. The Lessee shall be provided four hundred twenty four (424) square
feet of 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.
5.7 Ready Return Space. The Lessor shall provide Lessee twenty -six (26) 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.
5.8 Car Wash Facilities. The Lessor shall provide Lessee with 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
improvements thereon "as is" in its present condition, and subject to all limitations
imposed upon the use thereof by the rules and regulations of the FAA, TSA and by
ordinances of the Lessor, and admits its suitableness and sufficiency for the uses
permitted hereunder. Except as may otherwise be provided for herein, the Lessor shall
not be required to maintain nor to make any improvements, repairs restorations upon or
to the Premises or to any of the improvements presently located thereon. Lessor shall
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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.
8.4.5 Do or permit its agents, employees, directors, or officers to do any act or thing in
conflict with the Airport's Security Plan.
8.4.6 Use the Premises for any illegal purposes, nor in violation of FAA, TSA and/or
the Airport's Rules or Regulations, as amended from time to time, or any
regulation of any other governmental entity.
8.4.7 Use the Premises in any manner that will create any nuisance or trespass with
respect to other tenants; constitute any unreasonable annoyances, obstruction or
interference with operations; or in any manner interfere with, obstruct, block or
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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
furnishings from time to time installed by Lessees at its expense, and (ii) all Alterations and/or
improvements that Lessee is required to remove at the end of this Lease pursuant to Section 4.
Lessee may remove any of such fixtures; equipment or furnishings at any time during the Lease
Term and shall remove all thereof prior to the expiration of the Lease Tern. Any such property
not removed at the expiration of the Lease Term shall, at the election of the Lessor, become the
property of the Lessor without payment to Lessee, or be deemed abandoned and removed by the
Lessor, at Lessee's expense, Upon any removal of such property, Lessee shall promptly repair
any and all damage to the Premises caused thereby and reimburse the Lessor for its costs and
expenses in removing any such property not removed by Lessee and repairing any such damage
not repaired by Lessee; this covenant shall survive the termination of this Lease.
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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.
12.3 Lessee shall operate on the Airport in compliance with the Airport's operational
procedures, Rules and Regulations, and all applicable federal, state and local laws.
SECTION 13
CONCESSION REQUIREMENTS
The granting of the authority to the Lessee to operate at the Airport set forth in this
Agreement will be on the following terms and conditions:
13.1 Lessee shall provide the highest degree and standards of quality services to the
passengers and patrons of the Airport.
13.2 Lessee shall furnish prompt, efficient, first class service that is adequate to meet all
responsible demands for services.
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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 Avis Rent A Car
System, LLC. During the term of this Agreement Lessee shall operate and maintain all
signage under this name
17.2 If Lessee uses any particular brand or trade name under a license or franchise agreement,
Lessee represents and warrants that it has been granted the right to use such brand or
trade name for the entire term of this Agreement. At the Aviation Commission's request,
Lessee agrees to provide a copy of such franchise or license agreement as evidence that
the same is in full force and effect. Lessee shall immediately notify the Aviation
Commission if such agreement is terminated.
SECTION 18
RENTS AND FEES
For the privileges herein provided and as rental for the Leased Premises, Lessee shall pay the
following monthly fees:
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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
and any and all franchise fees or other taxes or assessments which may be imposed or assessed
against Lessee.
SECTION 23
PAYMENT OF UTILITY CHARGES
Lessee shall pay promptly for all utilities and utility services used by Lessee at or in
Lessee's Premises. The amount of Lessee's payment may be determined by the Lessor by means
of sub - metering, prorating utility costs, or other methods of determining Lessee's utility
consumption.
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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
Lessee to Aviation Commission. Said verification is to be compiled by a competent
accountant.
SECTION 26
VENDING MACHINES
Lessee shall not install or maintain vending machines, public pay telephones, or other
machines operated by coins, tokens, or credit cards in or at Lessee's Permitted Use Premises in
areas accessible to the public except with the prior written approval of the Executive Director.
This Section 26 shall not prohibit Lessee from the installation of self - ticketing or passenger
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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
by Lessee; (2) Remove Lessee and/or any other persons and/or entities
occupying the Leased Premises there from, and remove all personal property
there from; and (3) Repossess the Leased Premises or relet the Leased Premises
or any part thereof.
28.3.7 The failure by Lessee to make any payment of rent, fees or any other payment
required by this Lease Agreement or the Lease, when due.
28.3.8 The failure by Lessee to observe or perform any covenant, condition, or
agreement to be observed or performed by Lessee in this Lease.
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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.
29.3 If this Lease is terminated for default as provided in this Lease, the Lessor shall use
reasonable efforts to re -let the Premises in whole or in part, along or together with other
premises, for such term or terms (which may be greater or less than the period which
otherwise would have constituted the balance of the Lease Term), for such use or uses
and, otherwise on such terms and conditions as the Lessor will not be liable for, nor will
Lessee's obligations under this Lease be diminished by reason for any failure by the
Lessor to re -let the Premises or any failures by the Lessor to collect any rent due upon
such re- letting. Notwithstanding the foregoing, the Lessor and the Lessee agree that in the
event that this Lease is terminated for default, the Lessor must prior to leasing the
Premises subject to this Lease to anyone other than a rental car company first make
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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.
SECTION 32
ASSIGNMENT
32.1 Lessee may not, without the prior written consent of the Lessor endorsed hereon, assign
this Lease or any interest hereunder, or sublet the Leased Premises or any part thereof, or
permit the use of the Leased Premises by any party other than Lessee. Consent to one
such assignment or sublease shall not destroy or waiver this provision, and all later
assignments and subleases shall likewise be made only upon the prior written consent of
the Lessor.
32.2 Subtenants or assignees shall become liable directly to the Lessor for all obligations of
Lessee hereunto, without relieving Lessee's liability.
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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
appointed officials, representatives, volunteers, and employees. The Aviation
Commission, Augusta - Richmond County and their employees, officers, agents, elected
and appointed officials shall be added as additional insureds on said policies. Said
policy shall contain Severability of Interest Clause and Contractual Liability coverage at
least as broad as that given in the most current CG 00 01 ISO form.
34.13 Workers' Compensation Insurance. Lessee shall provide Workers' Compensation
insurance with statutory limits and employers liability with a limit of $1,000,000 for
employees and subcontractors with limits of liability of not less than One Million Dollars
($1,000,000.00) for each accident/disease. Such policy (ies) shall be endorsed to state
that the Workers' Compensation carrier waives its right of subrogation against the
Aviation Commission, Augusta - Richmond County, and their officers, agents, elected and
appointed officials, representatives, volunteers, and employees.
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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
shall take prompt action where loss control /safety measure should reasonably be
expected.
SECTION 35
INDEMNIFICATION AND HOLD HARMLESS
35.1 Lessee agrees to indemnify and hold harmless the Lessor and the Augusta Aviation
Commission, and their members, officers, elected officials, agents, servants, employees
and successors in office against all claims, damages, losses and expenses, including but
not limited to attorney's fees, and expenses of litigation incurred by Airport in connection
therewith related to or arising out of any damage or injury to property or persons,
occurring or allegedly occurring in, on or about Airport property caused by any negligent
act or omission of Lessee or which arise out of any failure of Lessee to perform its
obligations hereunder during the period from the date of this Lease to the end of the
Lease Term or Lessee's operations under this Lease.
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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 14 C.F.R. Part 152,
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
sub- organization provide assurances to Lessee that they similarly will undertake
affirmative action programs and that they will require assurances from their sub-
organizations, as required by the aforesaid regulations, to the same effect.
38.5 Lessee will maintain open hiring and employment practices and will accept applications
for employment in all positions from all qualified individuals.
38.6 Lessee will provide to the Lessor any information needed in the preparation of reports or
documents and other data relative to equal employment.
38.7 Lessee shall include similar clauses in any subcontracts and shall cause such
subcontractors to include these clauses in any contract related to the provision of services.
SECTION 39
AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISES
39.1 Certification Required. The Lessor does not operate a DBE, MBE or WBE Program for
Augusta funded projects, as a Federal Court has entered an Order enjoining the Race -
Based portion of Augusta's DBE Program. Instead the Lessor operates a Local Small
Business Opportunity Program. However, for various projects utilizing the expenditure
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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;
39.5.3 the dollar amount of the participation of each ACDBE firm participating;
39.5.4 written and signed documentation of commitment to use an ACDBE whose
participation it submits to meet a contract goal;
39.5.5 written and signed confirmation from the ACDBE that it is participating in the
concession as provided in the prime Lessee's commitment;
39.5.6 If the concession goal is not met, evidence of good faith efforts.
39.6 Non - Discrimination in Contracts. The Lessor encourages Lessee to create and maintain
a diverse workforce, contractor and supplier base. The Lessee shall not create barriers to
open and fair opportunities for minority business enterprises (MBE), women's business
enterprises (WBE), small business enterprises (SBE) and disadvantaged business
enterprises (DBE) to participate in all rental car contracts at the Lessor and to obtain or
compete for contracts and subcontracts as sources of supplies, equipment, construction
and services. In considering offers from and doing business with contractors and
suppliers, the Lessee shall not discriminate on the basis of race, color, creed, religion,
sex, age, disability, nationality, marital status, sexual orientation or disability. These
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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.
43.2 Lessee shall not use or permit to be used any Airport facilities for any purposes or uses
other than those specifically authorized by this Lease, and such other purposes or uses as
may be mutually agreed upon in writing.
43.3 Lessee shall comply with and shall require its officers and employees and any other
persons over whom it has control to comply with such reasonable and nondiscriminatory
Rules and Regulations governing the use of Airport facilities pursuant to this Lease as
may from time to time be adopted and promulgated by the Lessor or the Aviation
Commission, including, but not limited to, security, health, safety, environmental
concern, sanitation, and good order, and with such amendments, revisions, or extensions
thereof as may from time to time be adopted and promulgated by the Aviation
Commission. The Airport Director will provide a copy of the initial Rules and
Regulations to Lessee within thirty (30) days of the date of this Agreement.
43.4 Lessee's right of access to the Airport shall be subject to security considerations and all
federal, State, and local laws or regulations and all Airport rules, regulations, and
ordinances now in effect or hereinafter adopted or promulgated.
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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
be deemed severable and the remaining provisions hereof shall continue in full force and
effect.
49.4 Nothing contained in this Lease shall be construed to be a waiver of the Lessor's
sovereign immunity.
49.5 It is specifically agreed between the parties executing this Lease that it is not intended by
any of the provisions of this Lease to create in the public or any member thereof, third
party beneficiary status in connection with the performance of the obligations herein.
49.6 Nothing contained in this Lease shall be construed to be a waiver of any individual's
qualified good faith immunity.
49.7. Covenants Bind and Benefit Successors and Assigns. The provisions of this Lease shall
be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns; provided, however, that no one shall have any benefit
or acquire any rights under this Lease pursuant to any conveyance, transfer, or
assignment in violation of any of its provisions.
49.8 Open Records. The Lessee acknowledges that all records relating to this Lease and the
services to be provided under this Lease may be a public record subject to Georgia's
Open Records Act (O.C.G.A. § 50- 18 -70, et seq.). Lessee shall cooperate fully in
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(Lei /z
By:
Andrew Mackenzie, General Counsel
Date:
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