HomeMy WebLinkAboutLEASE AGREEMENT BETWEEN AUGUSTA, GEORGIA AND AERONAUTICAL RADIO, INC. AUGUSTA REGIONAL AIRPORT AT BUSH FIELD
STATE OF GEORGIA
COUNTY OF RICHMOND
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this 1' day of
- _� , 2017 by and between, AUGUSTA GEORGIA, a political
subdivision of the State of Georgia, acting through the AUGUSTA AVIATION
COMMISSION whose address is 1501 Aviation Way, Augusta Regional Airport at Bush
Field, Augusta, Georgia 30906-9600, hereinafter called "Lessor" and AERONAUTICAL
RADIO, INC. (ARINC), (a Delaware Corporation), whose address is 2551 Riva Road,
Annapolis, Maryland 21401, hereinafter called "Lessee".
In and for the promises and mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, the parties intending to be legally bound do agree as
follows:
1. Premises: Lessor does hereby lease and the Lessee, for its exclusive use, does
hereby lease from Lessor:
1.1 Space to install an equipment cabinet (42 inches x 42 inches x 48 inches)
in the Air Cargo building attic located at 1502 Aviation Blvd., Augusta,
Georgia.
1.2 Space for mounting equipment antenna on the Air Cargo Building roof.
Lessor will approve antenna installation prior to installation. Lessee will
obtain any required permits or licenses required for the operation of its
equipment.
1.3 Lessee shall provide at its expense any required additional communications
i.e.,telephone lines or other requirement to make system operational.
1.4 Lessee shall provide notice to Lessor of its need to access the premises and
shall do so during normal business hours of 8 am to 5 pm. Lessee shall not
access the premises unless escorted by Lessor and shall provide proper
identification for such access. If emergency access is required to the
premises, Lessee shall notify the Lessor at(706) 823-4419.
1.5 Lessor and Lessee acknowledge that Lessee currently occupies the
premises for the permitted use pursuant to the prior lease dated March 1,
2005 (the "prior lease"), which prior lease shall be deemed terminated as
of 11:59 pm on the day preceding the commencement date of this lease.
2. Term: The term of this lease shall be for one (1) year commencing on the above
date and shall automatically renew for four (4) additional one (1) year terms unless earlier
terminated by the parties. In accordance with Georgia law regarding multi-year leases, the
effective date of this Lease shall continue through December 31 of the date of execution.
The lease shall: (i) terminate absolutely and without further obligation on the part of
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Lessor each and every December 31st, as required by O.C.G.A. § 36-60-13, as amended,
unless terminated earlier in accordance with the termination provisions in this Article of
this Lease: (ii) automatically renew on each January 1st, unless terminated in accordance
with the termination provisions of this Lease; and (iii) terminate absolutely, with no
further renewals, on December 31, 2022, unless extended by written amendment. The
Lease Term may be extended only by written renewal approved by the Augusta Aviation
Commission, Augusta, Georgia Board of Commissioners and executed by the Augusta,
Georgia Mayor and the Lessee in accordance with the terms of this Lease.
3. Rental Fee: As rental for the premises identified in paragraph 1 above, Lessee
agrees to pay Lessor the sum of three thousand dollars ($3,000.00) per year with increase
of 3% per annum. Rent shall be paid monthly in advance no later than the tenth day of
each month for which rental is due to Lessor at the herein above address. Rental fee shall
be paid in United States currency. Any rental fee paid by Lessee under the prior lease for
any period after the termination date of the prior lease shall be credited by Lessor to the
account of this lease.
4. Security Deposit. N/A for this Lease renewal.
5. Interest; Attorney's Fees. Any rental payment or other payment required to be
paid by Lessee hereunder, if not paid within ten (10) days of the due date, shall bear
interest from the date the same became due until the date payment is received by Lessor at
the rate of 1.5%per month (18%per annum). If Lessee fails to pay any rental payment or
any other payment required to be paid by Lessee hereunder and the same is collected
through the services of an attorney at law, Lessee shall pay to Lessor attorney's fees and
all reasonable expenses of the litigation.
6. Utilities. Utilities are to be paid by Lessee. Lessor has included the cost of utilities
in the annual rental fee.
7. Fee Adjustment. It is understood and agreed that the foregoing rental fee and
utility fee are subject to annual adjustment and as set forth in Paragraph 3 above, shall
increase by three percent (3%) on each anniversary of the commencement date during the
term.
8. Use of Premises.
8.1 Lessee. provides Aircraft Communications Automatic Reporting Systems
(ACARS) information for ground and enroute users. Typically,
information is passed from the aircraft to the ARINC equipment and then it
is passed on to the user. ARINC has requested to locate their receiver
transmitter and associated equipment at Augusta Regional Airport.
8.2 Lessee'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.
8.3 Preventive maintenance, routine servicing, and minor repairs to Lessee's
equipment may be performed within the Leased Premises.
8.4 In connection with the exercise of its rights under this Lease, Lessee shall
not:
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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.
8.5 At all times throughout the term of this Lease, as may be extended,
Lessee'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
Premises and Lessor.
8.6 It is understood and agreed that should Lessor, or the Federal Aviation
Administration ("FAA") determine that a portion of the Premises is not
being used by Lessee to fulfill a legitimate aviation need, and Lessee is
unwilling or unable within twelve (12) months from date of written
notification to use the Premises or portion of the Premises for an aviation
need, then Lessee shall relinquish immediately the Premises or the unused
portion of the Premises to Lessor with no remuneration.
8.7 Failure by Lessee to comply with any of the terms and conditions of this
Lease shall constitute an Event of Default(as hereinafter defined).
9. Inspection by Lessor. Lessor, its authorized officers, employees, agents or
representatives shall have the right to enter upon the premises to make inspections during
regular business hours when a representative of the Lessee is present, or at any time in
case of emergency and/or to determine whether Lessee has complied with and is
complying with the terms and conditions of this Lease; provided, however, that said
inspection shall in no event unduly disrupt or interfere with the operation of the Lessee.
10. Title to Equipment and Improvements. It is mutually understood and agreed that
title to the Leased Premises, and all the buildings and structures and all other
improvements of a permanent character that may be built upon the Leased Premises by
the Lessee during the term of this Lease pursuant to the approval and consent of Lessor
shall remain the property of the Lessor and that fee simple title to the same shall be vested
in Lessor. Equipment, furnishings and trade equipment shall remain the property of the
Lessee and shall be removed no later than the expiration of the term or any renewal.
Lessee shall repair and restore or reimburse Lessor to repair and restore any damage to the
Leased Premises occasioned by such removal. If at the expiration of said lease, such
equipment, furnishings and trade equipment have not been removed from the Leased
Premises, same shall become the property of Lessor.
11. Maintenance of Premises.
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11.1 Lessee acknowledges and agrees that throughout the Initial Lease Term
and any extension, it shall be Lessee's responsibility to keep and maintain
the Premises 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 Lessor and all local
authorities having proper jurisdiction over the Premises and Lessor.
11.2 Lessee shall be liable for any and all damage to the Premises caused by
Lessee, its employees, agents, licensees, guests, or invitees. Any damage
to the Premises caused by or resulting from any act or omission of Lessee,
its employees, agents, licensees, guests, or invitees, including, by way of
example, any failure to comply with the provisions of this Lease, or any
commission of negligence on the part of Lessee or any of its employees,
agents, licensees, guests, or invitees, shall be remedied by Lessee at its sole
cost and expense.
12. Janitorial Services. N/A.
13. Security.
13.1 Lessee is responsible for safely securing its equipment on the Premises, 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 Premises.
13.2 Lessee acknowledges that the Premises does not have manned security,
and does hereby indemnify and hold harmless Lessor for any damage or
theft of Lessee's property located in the Premises unless such damage is
directly due to the gross negligence of Lessor.
13.3 Storage by Lessee of Lessee's personal property or the personal property
of any of Lessee's employees, agents, licensees, guests, or invitees, in or
about the Premises shall be done at Lessee'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 Premises.
14. Operational Requirements and Procedures. The following Rules and Regulations
and Standard Operating Procedures govern the operation of all Lessee operations at the
Airport including, without limitation, restricted areas and roadways:
14.1 All Persons shall comply with the provision of the Rules Governing Use of
the Augusta Regional Airport, and the Rules and Regulation pertaining to
Vehicle/ Pedestrian Operations on the Airfield, and the Airport Security
program, which are incorporated by reference into the Lease as if fully set
forth herein.
14.2 Vehicle and Aircraft Operators shall comply with all applicable Federal,
State, and County laws and Ordinances; orders, signals, and directives
given by the Executive Director, Law Enforcement Officials, Airport
Representative, and traffic control devices.
14.3 No person shall solicit business at the Airport or conduct any other type
business at the Airport.
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14.4 No pictures, advertisements, or solicitation flyers shall be posted on the
Airport premises.
14.5 Lessee shall keep all doors and gates providing access to any part of the
restricted area closed and locked at all times. Lessee is responsible for the
security of its leased area and access through its leased doors and gates.
15. Restricted Area Definitions. N/A
16. Airport Badge. N/A
17. Taxes. Lessee shall pay all personal property taxes legally assessed against its
equipment, furniture or other personal property located on the Premises.
18. Assignment and Subleasing. Lessee shall not assign this Lease or any interest
hereunder or permit the use of the Premises by any other person or persons other than
Lessee without prior written consent of Lessor, except that Lessee may assign the Lease
to its parent company or to any affiliate or subsidiary company in good standing which is
majority owned by Lessee or Lessee's parent. Lessee will notify Lessor in writing of any
such inter-company assignment. Upon any assignment or sublease of the premises by
Lessee to an unrelated third party, Lessor may immediately terminate this Lease.
19. Appurtenant Privileges. To the extent such right is within the control of Lessor,
Lessor shall have the right to occasionally close the Airport with or without advance
notice. Lessor shall not be liable to Lessee in any manner whatsoever for any damages
alleged or actual to person or property related in any way to Airport closures.
20. Rules and Regulations.
20.1 Lessee shall use the Premises and the facilities of the Airport in accordance
with published Airport Rules and Regulations. Said Rules and Regulations
may be examined by Lessee at the office of Augusta Regional Airport
Aviation Services.
20.2 Lessee specifically agrees that its operations shall be conducted in
compliance with all federal, state, and local environmental laws, rules, and
regulations.
20.3 Lessee's use of the Premises shall comply with all applicable rules,
regulations and laws, including 14 CFR Part 298, of the United States of
America, including the rules of the FAA, the State of Georgia, all local
authorities having proper jurisdiction over the Premises, and Lessor.
20.4 In connection with the exercise of its rights under this Lease, Lessee shall
not:
20.4.1 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.
20.4.2 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.
20.4.3 Do or permit its agents, employees, directors, or officers to do any
act or thing in conflict with the Airport's Security Plan.
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20.4.4 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.
20.4.5 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 violate in any manner, the
navigable airspace above the Airport in compliance with 14 C.F.R.
§ 77.5 and/or other regulations as implemented by the Airport, the
FAA or as may be implemented by the TSA.
20.4.6 Cause or permit any hazardous materials to be placed, stored,
generated, used, released, or disposed of in, on, under, about, or
transported from any Airport premises by Lessee, its agents,
employees, contractors, or other person unless it has complied with
the following: with respect to hazardous materials other than oil,
petroleum products, cleaning products, and/or flammable
substances reasonably necessary in connection with Lessee's
aeronautical activities, the prior written consent of the Airport
Executive Director shall be required, which shall not be withheld
unreasonably. The Aviation Commission may impose, however, as
a condition of such consent, such requirements as the Aviation
Commission in its sole discretion may deem reasonable or
desirable, including, without limiting the generality of the
foregoing, requirements as to the manner in which, the time at
which, and the contractor by whom such work shall be done, and
Lessee must comply with all environmental laws and regulations
(including compliance with all Environmental Protection Agency
requirements concerning clean-up) and with prudent business
practices, with respect to such hazardous materials, and the
presence of hazardous materials must be reasonably necessary for
the operation of Lessee's business.
21. Insurance.
21.1 General Information. Lessee agrees to carry and maintain in force at all
times during the Lease Term, at Lessee's sole expense, the insurance
described in herein below for itself.
21.2 Lessor reserves the right to amend the insurance requirements imposed by
this Lease by providing thirty (30) days written notice to Lessor. Within
thirty (30) days of the publication by Lessor of any such modifications to
the foregoing insurance requirements, Lessee shall deliver to Lessor
insurance certificates certifying compliance with such modified
coverage(s).
21.3 No written amendment of this Lease shall be required to effectuate said
increases in minimum limits.
21.4 Lessee's insurance company must agree to the hold harmless
indemnification provision of this Lease.
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21.5 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.
21.6 Lessee is required and responsible to ensure that any sub-lessees or
subcontractors maintain same coverage as outlined above, or be covered by
the Lessee's coverage, subject to prior approval of the Lessor.
21.7 Lessee acknowledges that Lessor is not responsible for any of Lessee's
insurance premiums.
21.8 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 Lessor no less than thirty
(30) days prior to cancellation or change.
21.9 Proof of Insurance. Lessee shall provide Lessor with an annual Certificate
of Insurance on all required insurance within 10 days upon the effective
date of this Lease and annually upon the effective date thereafter.
21.10 Lessee shall obtain and maintain continuously in effect, at all times during
the term of this Lease, at Lessee's sole expense, the following insurance:
21.10.1 General Liability Insurance. General liability insurance with a
combined single limit of not less than $1,000,000 covering
Lessee's operations off-Airport premises. The foregoing insurance
shall be endorsed to state that it will be primary to Lessor'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 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.
21.10.2Workers' Compensation Insurance. If Lessee has employees, it
shall provide Workers' Compensation insurance with statutory
limits and employers liability with a limit of $500,000 for
employees and subcontractors entering hangar with limits of
liability of not less than Five Hundred Thousand Dollars
($500,000.00) 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.
21.10.3Automobile Liability Insurance. Lessee shall provide Automobile
Liability insurance with a combined single limit of not less than
$1,000,000 covering Lessee's automobiles while on and off Airport
premises. Policy must be written on a Symbol 1 basis. However, if
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it is determined that Lessee's automobiles are used on the ramp or
SIDA; Lessee shall provide Automobile 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
the Aviation Commission and Augusta-Richmond County, 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 policies. Said policy shall contain Severability of
Interest Clause and Contractual Liability coverage at least as broad
as that given in the most current CA 00 01 ISO form.
22. Indemnity.
22.1 Lessee shall indemnify and hold harmless the Lessor and the Augusta
Aviation Commission, and their members, officers, elected officials,
agents, servants, employees and successors in office from any and all
claims including reasonable attorney's fees and expenses of litigation
incurred by Lessor 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 which are in any way related to or arising
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.
22.2 Lessee further agrees that the foregoing Contract to indemnify and hold
harmless applies to any claims for damage or injury to any individuals
employed or retained by Lessee in connection with any changes, additions,
alterations, modifications and/or improvements made to the Premises, and
hereby releases Lessor from liability in connection with any such claims.
22.3 Lessee shall keep, defend and hold harmless Lessor, and the Aviation
Commission and their respective agents, employees, directors, officers,
guests, licensees 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 Lessee, by reason of death or
injury to persons or loss or damage to property, resulting from Lessee's
operations and occupancy of the Premises, or anything done or omitted by
Lessee under this Lease except to the extent that such claims, demands,
suits,judgment, costs and expenses may be directly attributed to any act of
negligence on the part of Lessor or its agents, employees, directors,
officers, guests, licensees and invitees.
23. Hazardous Substances and Spill Prevention, Control and Countermeasure Plan
(SPCC). N/A
24. Airport Development. Lessee understands and agrees that Lessor is the owner of the
Airport and that, as such, Lessor may, at any time, undertake to further develop or
improve the Airport ("Airport Development"), as it sees fit, including, by way of
example, expanding the landing area of the Airport, regardless of the desires or
views of Lessee, and without interference or hindrance there from. In the event that
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any Airport Development shall result in making the Premises unusable for Lessee's
intended purposes, this Lease shall be terminable by Lessor or Lessee within ten
(10) days notice.
25. Default. It is understood between the parties hereto that in the event of default by
either of the parties during the term of this Lease agreement, the other party shall
have the right forthwith to give notice thereof to the party in default, same to be in
writing, and if such condition of default is not removed and restored within ten (10)
days after receipt of such notice, then the other party shall forthwith have the option
of declaring this Lease in default and proceed to enforce their rights in accordance
with the law. For purposes of this Section, an "event of default" includes but is not
limited to:
25.1 Lessee's failure to comply with restricted area access procedures.
25.2 Lessee's failure to make any payment when it becomes due under this
Lease, where such failure continues for ten(10) days after the due date;
25.3 Lessee's failure to perform, observe and/or comply with any provision of
this Lease, where such failure is not cured within ten (10) days of notice
thereof from Lessor; or
25.4 Lessee's insolvency or inability to pay its debts as they become due, or
Lessee's making of an assignment for the benefit of creditors, Lessee's
application for or consent to the appointment of a receiver, trustee,
conservator or liquidator of Lessee or of any of its assets, or Lessee's filing
of a petition for relief under any bankruptcy, insolvency, reorganization or
similar laws, or the filing of a petition in, or proceeding under, any
bankruptcy, insolvency, reorganization or similar laws against Lessee,
which is not dismissed or fully stayed within ten (10) days after the filing
or institution thereof.
26. Lease Termination.
26.1 Lessor may terminate this Lease in the event of a default or failure to
comply with the terms of this Lease, which is not cured as set forth above,
entitled "Default". Lessor and Lessee agree that Lessor may terminate this
Lease either in whole or in part. Termination, in whole or in part, shall be
effected by delivery of a Notice of Termination signed by the Airport
Executive Director specifically setting forth the effective date of
termination.
26.2 Upon receipt of such Notice, described in subparagraph above, Lessee
shall remove all property from the Airport not later than the effective date
of termination and shall leave the premises in good condition, normal wear
and tear excepted.
26.3 Notwithstanding anything contained herein, either party may terminate this
Lease for any reason whatsoever by giving thirty (30) days written notice
to the other party. In the event said written notice is given, said Lease shall
terminate thirty (30) days from receipt of said written notice by the other
party and neither party shall have any further obligation hereunder to the
other.
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27. 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:
27.1 No person on the grounds of age, 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;
27.2 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 age, 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.
28. C.F.R. Part 21. 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 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.
28.1 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.
28.2 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 age, 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.
28.3 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.
28.4 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 similar assurance of their
covered sub-organizations, as required by 14 C.F.R. Part 152, Sub-part E.
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29 Requirements of the United States. This Lease shall be subject and subordinate to
the provisions of any existing or future agreement between 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 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 Lessor or the United States pursuant thereto.
30 Quiet Enjoyment, Ingress and Egress. Lessor covenants and warrants that Lessee,
so long as it shall pay the rentals herein stipulated and shall perform the duties and
obligations herein agreed to be performed by it, shall peaceably and quietly have,
hold and occupy and shall have the exclusive use and enjoyment of the Leased
Premises during the term of this Lease and any extensions thereof. Lessee and its
employees shall have full right of ingress and egress to the Leased Premises at the
times set forth in Section 1.4 and without charge,toll or fee.
31 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.
32 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 responding to such request and making all records, not exempt, available for
inspection and copying as provided by law. Lessee shall notify Lessor immediately
of any request made under the Open Records Act and shall furnish Lessor with a
copy of the request and the response to such request.
33 Governing Law: This Lease shall be governed and interpreted by the laws of the
State of Georgia.
34 Venue. All claims, disputes and other matters in question between the Lessor and
the Lessee arising out of or relating to the Lease, or the breach thereof, shall be
decided in the Superior Court of Richmond County, Georgia. The Lessee, by
executing this Lease, specifically consents to venue in Richmond County and
waives any right to contest the venue in the Superior Court of Richmond County,
Georgia.
35 Entire Agreement. This Lease contains the entire agreement of the parties and no
representations, inducements, promises or agreements, oral or otherwise, between
the parties not embodied herein shall be of any force or effect. No failure of either
party to exercise any power given it hereunder, or to insist upon strict compliance by
either party of any obligations hereunder and no custom or practice of the parties at
variance with the terms hereof shall constitute a waiver of either party's right to
demand exact compliance with the terms hereof. This Lease may only be amended
upon writing signed by both parties.
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36 Breach. Subject to Article 25 of this Lease, upon the failure of Lessee to observe or
comply with any of the provisions of this Lease, Lessor may immediately terminate
this Lease and institute such actions necessary to recover the property and evict
Lessee.
37 Notices. All notices, demands, and requests which may or are required to be given
by either Airport or Lessee to the other shall be in writing and shall be deemed to
have been properly given when sent postage pre-paid by registered or certified mail
(with return receipt requested) addressed as follows:
If intended for Lessor: If intended for Lessee:
Augusta Aviation Commission AERONAUTICAL RADIO, INC.
1501 Aviation Way 2551 Riva Road
Augusta, GA 30906 Annapolis, Maryland 21401
Attn: Executive Director Attn: Real Estate Dept.
With a copy to:
Augusta General Counsel
Augusta Richmond County Department of Law
535 Telfair St.
Building 3000
Augusta, GA 30901
Fax: (706) 842-5556
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.
38 Miscellaneous Provisions.
38.1 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.
38.2 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.
38.3 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.
38.4 Nothing contained in this Lease shall be construed to be a waiver of the
County's sovereign immunity.
38.5 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.
ARINC Lease Agreement Page 12 of 12
38.6 Nothing contained in this Lease shall be construed to be a waiver of any
individual's qualified good faith immunity.
38.7 Lessee understands that all operations, uses and occupancy of the Premises
must be in strict compliance with all TSA, FAA, Airport rules and
regulations, grant requirements, Rules and Regulations, and related
provisions for Airport use and operations without restrictions or
limitations. Lessee further agrees that, in the event there is a question of
interpretation, it will comply with the Landlord's interpretation of such
requirements, rules, laws and regulations, as and when notified by the
Lessor of its interpretation, time being of the essence. This provision
supersedes any other provision of this Lease which may be in conflict
therewith. Any default by Lessee shall permit the Landlord to immediately
terminate the Lease as a non-exclusive remedy.
IN WITNESS WHEREOF, the parties hereof have caused this Lease to be executed as of
the day and year first above written.
AUGUSTA AVIATION COMMISSION AERONAUTICAL RADIO, INC.
Lessor � Les
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Rand/ S.-ser, Chairman Do of ea H. ender on, Vice President
Atteyi Notary:
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