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HomeMy WebLinkAboutLEASE RENEWAL FOR AUGUSTA AVIATION, INC. AT DANIEL FIELD STATE OF GEORGIA LEASE AND AGREEMENT COUNTY OF RICHMOND This AGREEMENT entered into as of thee day of_�� itL l 2017, by and between AUGUSTA, GEORGIA, a political subdivision of the State of Georgia, through its GENERAL AVIATION COMMISSION(GAC), hereinafter referred to as the Lessor, and AUGUSTA AVIATION, INC., a corporation organized and existing under the laws of the State of Georgia, hereinafter referred to as the Lessee. WITNESSETH: WHEREAS, Lessor is the owner of Daniel Field Airport, hereinafter referred to as the Airport, in Augusta, Richmond County, Georgia; and WHEREAS,the GAC is charged with the management and oversight of the Airport on behalf of Augusta; and WHEREAS, fixed base operation services and certain other services are necessary or desirable for the proper accommodation of general and commercial aviation at the Airport; and WHEREAS,there is presently in existence a Lease and Agreement by and between the City of Augusta and Augusta Aviation, Inc., dated May 3, 1993; that expired on July 31, 1994; was extended effective August 1, 1994 for ten(10)years through July 31, 2004; was again extended effective August 1, 2004 for ten(10)years through July 31, 2014; and has again been extended annually effective August 1,2014, August 1, 2015, August 1, 2016, and August 1, 2017; and WHEREAS, Lessor desires to continue to make such services available at the Airport and 1 Lessee is qualified,ready, willing and able to continue to provide such services, having demonstrated its ability to provide and maintain a high level of services for more than 75 years; and, NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement,the parties agree as follows: ARTICLE 1 PERM This Agreement shall become effective January 1, 2018 for a term of twenty(20)years and shall expire December 31, 2037(Termination Date), unless sooner terminated under the provisions of this Agreement. Lessee shall have the option, exercisable upon written notice to Lessor received at least one (1)year prior to the Termination Date,to extend the term of this Agreement for an additional period of ten(10)years from and after the Termination Date, under the terms and conditions of this Agreement, commencing on January 1, 2038 and continuing until December 31, 2047, provided the Lessee has complied with and continues to comply with all duties and responsibilities imposed upon it and provides adequate services to Airport customers as provided for in the terms of this Agreement. ARTICLE II LEASED PREMISES The leased premises shall include all that certain property as shown in Exhibit"1," attached hereto,and designated as Sections A, B, C, and D. In Section B, Lessee shall have the use of all of the paved ramp areas to include all tie downs, and three(3)main hangar buildings, which are presently in existence at the Airport without charge thereof. In Section A,Lessee shall only have the use of any fifty-five (55)tie down spaces without charge thereof. If Lessee needs 2 additional tie down spaces in Section A,they will be made available by the Lessor to the Lessee at the additional rental fee of$25.00 per space per month payable to the Daniel Field GAC. For the sake of convenience,the 55 tie down spaces in Section A will not be specifically designated unless deemed necessary by the Lessor. In Section C,the Lessee shall have the use of all ramp and hangar spaces, referred to as the T-hangar, without charge thereof. Section D is that parcel of land which contains the Lessee's fuel farm and dispensing system. The Lessor takes note in this Agreement that the fuel farm,power boxes,pipes, meters, and tanks are owned by the Lessee. The Lessor agrees with the location on which the Lessee's fuel farm and containment system are installed. Said location and size have been determined by the mutual consent of the parties hereto. The fuel farm was installed in accordance with the recommendations and approval of appropriate state and federal agencies. For purposes of this Agreement,the hangar on the northern-most side of the Airport, consisting of approximately 14,500 square feet, shall be referred to as the"shop hangar." The larger of the two hangars to the south of the shop hangar shall be referred to as the "terminal hangar."The terminal hangar, approximately 28,000 square feet in size, includes office units on its east side and the two-story main terminal, consisting of the lobby, administrative offices, a conference room, flight planning, quiet and lounge rooms for pilots, a kitchenette/break room, and a finished second floor, on its west side. The smaller of the two hangars, the T-hangar, is located on the south end of the leased apron. The fuel farm, where the Lessee's fuel tanks and containment system reside, is located just south of the T-hangar. No permanent or portable structure shall be erected on the leased premises without the express written approval of the Lessor. 3 ARTICLE III RIGHTS AND OBLIGATIONS OF LESSEE (A) Required Services. Lessee is hereby granted the non-exclusive privilege to engage in, and Lessee agrees to engage in, the business of providing fixed base operation services at the Airport during the period 7:00 a.m. until dark each day during the term of this Agreement. Lessee is hereby granted the right to make exceptions as needed for holidays, inclement weather, and business activities. Lessee may monitor the daily activity of the Airport and may choose to adjust the closing time accordingly. Services are as follows: 1. Aircraft ground guidance within the uncontrolled areas adjacent to the premises and ramp service, including sale and into-plane delivery of aviation fuels, lubricants, and other related aviation products. 2. Apron servicing of and assistance to aircraft, including transient parking, storage and tie down service, for both based and transient aircraft upon or within facilities leased to Lessee or aircraft parking areas on the premises. 3. Repair and maintenance of based and transient aircraft by an adequate staff of FAA-approved technicians and mechanics. 4. Accommodations for the convenience of users at least equal to those afforded in similar airports in metropolitan areas of similar size, including specifically, but not exclusively, nicely furnished pilot and passenger lounge areas, information services, and telephones and/or computers for flight planning, filing flight plans, and checking current weather reports. 5. Equipment and trained personnel to remove aircraft from those portions of the 4 Airport provided and made available by the Lessor for aircraft and related operations, including aircraft runways,taxiways,ramps, aprons and parking spaces, and areas directly associated therewith, which are not leased by Lessee or any other tenant on the Airport("Air Operations Area"). Lessee shall perform such services on request. 6. Sales of avionics and engine parts and instruments and accessories together with maintenance of such inventory of parts, instruments and accessories as is usual and customary at similar airports. 7. Flight instruction, including properly licensed instructors, suitable aircraft and ground school as long as financially feasible. Lessee may contract this service out to a third-party vendor, if approved to do so by the Lessor. 8. Provide air charter service for the general public in Augusta as long as this service is legal and financially feasible, which shall be determined jointly by the Lessee and the Lessor. In the event this service is no longer legal or financially feasible, the Lessee shall make such service available at the Airport through a separate independent contractor as may be chosen exclusively by the Lessee and approved by the Lessor. 9. Lessee acknowledges that no right or privilege has been granted which would operate to prevent any person, firm or corporation operating aircraft on the Airport from performing services on his/her or its own aircraft with his/her or its own employees, including maintenance and repair service. Such services shall be performed in accordance with all applicable local, state,Environmental Protection Agency(EPA), Occupational Safety and Health Administration(OSHA), Airport 5 Minimum Standards which may be modified by the Lessor from time to time,the Airport's Spill Control Prevention and Countermeasure Plan(SPCC), and the Airport's Storm Water Pollution Prevention Plan(SWPPP). No one will be permitted to conduct maintenance in or on the leased property as defined in this Agreement without permission from the Lessee. Due to storm water and EPA- related issues, ramp areas will not be used for oil changes. The aircraft owner shall make arrangements with the Lessee to service his/her/its aircraft in the area that is appropriate for the type of service being performed and in compliance with environmental regulations to prevent contamination. 10. Lessee will provide janitorial services for the premises, at its sole cost and expense. (B) Authorized Services. In addition to the services required to be provided by the Lessee pursuant to paragraph(A)above,the Lessee is authorized, but not required,to provide the following services and engage in the following activities: 1. Ramp services at other Airport locations, including into-plane delivery of aircraft fuel, lubricants and other related aviation products; loading and unloading of passengers,baggage,mail, and freight; and providing for ramp equipment, aircraft cleaning and other services for air carriers and other persons and firms. 2. Special flight services, including aerial sightseeing and aerial photography. 3. Sale of new and used aircraft, aircraft parts, navigation equipment, and new and used radio and electronic equipment, which may include setting up an avionics sales and service shop. 6 4. The demonstration of aircraft for sale. 5. Aircraft rentals. 6. Car rentals. 7. Any other general aviation services not specifically provided for herein which are reasonable and approved by the Lessor. 8. The subletting of office space,vending services, food services, etc. within the existing terminal area. Any major changes from previous practices shall require written approval by the Lessor. (C) Operating Standards. In providing any of the required and/or authorized services or activities specified in this Agreement,Lessee shall operate for the use and benefit of the public and shall meet or exceed the following standards: 1. Lessee shall comply with all minimum operating standards or requirements promulgated by federal and state authorities, all ordinances of Augusta, all reasonable rules and regulations established by the Lessor, and all applicable federal and state aviation rules and regulations. 2. Lessee shall furnish service on a fair, reasonable and non-discriminatory basis to all users of the Airport. Lessee shall furnish good, prompt and efficient service adequate to meet all reasonable demands for its services at the Airport. Lessee shall charge fair, reasonable and non-discriminatory prices for each unit of sale or service provided; however, Lessee shall be allowed to make reasonable and non- discriminatory discounts, rebates or other similar types of price reductions to volume purchasers. 3. Lessee shall appoint a manager of its operations at the Airport. The manager or 7 authorized designee shall be qualified and experienced and vested with full power and authority to act in the name of Lessee and be available on a full-time basis during normal business hours. 4. Lessee shall provide, at its sole cost and expense, a sufficient number of employees to provide effectively and efficiently the services required or authorized by this Agreement. 5. Lessee shall control the conduct, demeanor and appearance of its employees, who shall be trained by Lessee and who shall possess such technical qualifications and hold such certificates or qualifications as to be required by any governmental authority in carrying out assigned duties. It shall be the responsibility of the Lessee to appropriately supervise its employees and to assure a high standard of appearance and service to customers of the Lessee. While on duty,the Lessee's linemen and technicians shall wear clean,neat uniforms, which identify them as Lessee's personnel. 6. Lessee shall pay promptly, as and when the same shall become due and payable, all expenses and payments in connection with the use of the premises and the rights and privileges herein granted, including taxes, permit fees, license fees and assessments lawfully levied or assessed upon the premises or property at any time situated therein and thereon. Lessee may, at its sole cost and expense, contest any tax, fee or assessment. 7. Lessee shall comply with all federal, state and local laws, rules and regulations which may apply to the conduct of the business contemplated, including rules and regulations promulgated by Lessor, and Lessee shall maintain in effect and post in • 8 a prominent place all necessary and/or required licenses or permits. Copies of all licenses and permits obtained by Lessee and required of Lessee shall be provided to Lessor. 8. Lessee accepts the premises, with certain improvements as outlined in the renovations to the Airport terminal in 2012, and agrees to maintain the premises and the equipment installed therein in a good condition during the term of this Agreement, normal wear and tear and depreciation excepted. Lessor shall be required to patch, seal or resurface the asphalt areas on the premises, including parking lot, ramp areas,runways, etc. Lessor shall also maintain the structural portions of the buildings, including all interior and exterior walls,plumbing, roofs and HVAC. 9. It is expressly understood and agreed that, in providing required and authorized services pursuant to this Agreement,the Lessee shall have the right to choose, at its sole discretion, its vendors and suppliers. (D) Signs. During the term of this Agreement,the Lessee shall have the right, at its expense, to place in or on the premises a sign or signs identifying Lessee. Such sign or signs shall be of a size, shape and design, at a location or locations where deemed appropriate,in accordance with Augusta, Georgia's sign ordinance,and as approved by the Lessor in writing. Notwithstanding any other provision of this Agreement, said sign or signs shall remain the property of the Lessee. Lessee shall remove, at its expense, all lettering, signs and placards so erected on the premises upon termination of this Agreement. (E) Trade Fixtures. During the term of this Agreement,the Lessee shall have the right, at its expense,to place in or on the premises trade fixtures, furnishings, personal property, 9 equipment and materials necessary to perform any services required or authorized hereunder. Lessee shall have the right to remove from the premises all personal property, equipment or other movable property belonging to the Lessee upon the termination of this Lease provided the Lessee is not in default hereunder. Any property of the Lessee not so removed from the premises on or before the termination date shall become the property of the Lessor, unless otherwise agreed to by the Lessor. However, if Lessor does not desire said property, Lessee will pay the expenses to have the property removed from the leased premises. Lessor shall not unreasonably withhold such approval, e.g., aircraft with an engine removed for repair. (F) Non-exclusive Right. It is not the intent of this Agreement to grant to Lessee the exclusive right to provide any or all of the services described in this Agreement. Lessor reserves the right, at its sole discretion,to grant other certain rights and privileges upon the Airport(excluding the premises)which are identical in whole or in part to those granted to the Lessee. Lessor does, however, covenant and agree that: 1. Any other operator or aeronautical endeavors or activities will not be permitted to operate or be conducted on the Airport under rates,terms or conditions which are more favorable than those set forth in this Agreement; and 2. Lessor will not knowingly permit the conduct of any aeronautical endeavor or activity at the Airport except under an approved agreement.. ARTICLE IV PERTINENT PRIVILEGES (A) Use of Airport Facilities. Lessee shall be entitled, in common with others so authorized upon payment of any customary fees charged, therefore, to use all facilities and 10 improvements of a public nature which now are or may hereafter be connected with or pertinent to the Airport, including,but not limited to,the use of landing areas, runways, taxiways, navigational aids,terminal facilities and parking areas designated by Lessor outside the premises. Lessee shall be entitled to park aircraft owned by the Lessee and/or registered in the name of the Lessee at the Airport at no charge to the Lessee. Parking fees at the posted rate established and recommended by the Lessee and at least equal to those afforded in similar airports in metropolitan areas of similar size and approved by the Lessor shall be paid for all other aircraft parked at the Airport. Lessee shall provide Lessor with a copy of the certificate of registration of each of its aircraft, which certificate shall be kept on file with Lessor. Owners who have aircraft tied down and/or hangered will be required to execute a lease document with the Lessee. (B) Maintenance of Airport Facilities. Lessor shall maintain all common or joint use areas of the Airport, including the operations area, in good repair, and shall make such repairs, replacements or additions thereto as it considers, in its sole discretion, necessary for the safe and efficient operation of the Airport. Lessor shall at all reasonable times during the term of this Lease and any renewal thereof have the right to enter upon leased premises for the purpose of inspecting the condition of the same. (C) Aerial Approaches. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction,together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the opinion of Lessor, would limit the usefulness of the Airport or constitute a hazard to aircraft. 11 ARTICLE V PAYMENTS (A) Rental. As monthly rental for the premises and the privileges herein provided, Lessee hereby agrees to pay to Lessor monthly rent made payable to the Daniel Field GAC under the following payment schedule: (1) Beginning January 1, 2018 Lessee shall pay to Lessor the sum of Four Thousand Seven Hundred Fifty Dollars ($4,750.00)per month, plus one percent(1%)of adjusted gross sales in excess of Two Million Five Hundred Thousand Dollars ($2,500,000.00)per year, ending December 31, 2037(Termination Date). (2) No later than 180 days prior to the Termination Date, provided this Agreement has not been otherwise terminated,the parties shall meet to negotiate any change in this payment schedule which either party desires to make. (3)As used in this Agreement, "adjusted gross sales"is defined as gross sales less taxes,bad debts,and aircraft sales. Hangar and tie down rentals, aviation fuel sales and oil sales, landing fees and other related income-producing revenue, including rental of additional space at the Airport to outside third parties including,but not limited to, car agencies,vending services, etc. shall be included in adjusted gross sales for purposes of determining Lessor's entitlement to the one percent(1%) specified above. (B) Delinquency Charge. A delinquency charge of one and one-half percent(1 1/2%)per month shall be added to payments required under this paragraph, which are rendered more than thirty days from the rental due date, which shall be the 15th of each month. 12 (C) Place of Payment. All payments due Lessor from Lessee shall be delivered to Lessor at Daniel Field to the Airport Manager or at such other places as may be designated in writing by Lessor. (D) Records. Lessee shall provide and maintain accurate records of gross sales, adjusted gross sales, bad debts, aircraft sales, retail aviation fuel sales, hangar and tie down rentals and landing fees, if applicable, for a period of three years from the date the record is made. Such record shall be maintained according to generally accepted accounting principles. Lessor and its duly authorized representative shall have the right at all reasonable times during business hours and at its own expense to inspect and audit the books, records and receipts of Lessee and to verify Lessee's reports and statements. Said documents shall remain the property of Lessee. Lessor acknowledges the fact that Lessee is a private corporation operated under the laws of the state of Georgia,therefore, is not subject to open access of its records by the media or any outside entity. (1) Annual Statement. Within ninety(90) days after the end of each fiscal year, Lessee shall furnish to Lessor a statement of all gross receipts and adjusted gross sales. Lessor reserves the right to audit said statements and Lessee's books and records, including examination of general ledger and all supporting material,at any reasonable time during business hours, for the purpose of identifying Lessee's statement. If the audit establishes that Lessee has understated receipts by 5% or more,the entire expense of the audit shall be borne by Lessee. Any overpayment by Lessee shall be credited against further payments due to Lessor. Either party may refer the results of the audit for resolution in accordance with 13 paragraph 2 below. Said documents shall remain the property of Lessee. Lessor acknowledges the fact that Lessee is a private corporation operated under the laws of the state of Georgia,therefore, is not subject to open access of its records by the media or any outside entity. (2) Disputes. In the event that any dispute may arise as to any gross or adjusted gross sales, the dispute shall be submitted to a certified public accountant, agreeable to both parties, who shall determine the rights of the parties hereunder in conformity with generally accepted accounting principles. In the event the parties are unable to mutually agree upon the selection of such certified public accountant, each party shall select a certified public accountant and the two certified public accountants so selected shall select a third in which event the decision of any two of said certified public accounts shall be binding on the parties. The fees due said accountants for such services shall be paid by the unsuccessful party, or, in the event the determination is partially in favor of each party, the fee shall be borne equally by the parties. ARTICLE VI UTILITIES Lessee shall have the right to use the utility service facilities located on the premises at the commencement of the term of this Agreement. In addition, should Lessee's operations require additional utility service facilities,Lessor shall, at Lessee's expense, cause such facilities to be extended to the premises. If Lessor is unable to provide utility service facilities due to the imposition of any limit on consumption or the construction of additional utility facilities, or the allocation or curtailment of utility facilities or services by law or regulation,Lessor shall have no 14 obligation. Lessee agrees to pay the cost of all electricity, gas, water, sewer and other utilities furnished to the Airport except of that separately metered electricity supplying the runway lights, taxi lights, runway signage, beacon, strobes, security and V.A.S.I. lights as well as lighting which may be added in the future, which shall be paid by Lessor. In the event Lessee fails to pay any utility bills when due,Lessor may at its option,pay the same and collect from Lessee the amount so disbursed. ARTICLE VII INSURANCE (A) Lessee shall obtain and maintain continuously in effect at all times during the term of this Agreement, at Lessee's sole expense,the following insurance: (1) Comprehensive general liability insurance protecting Lessor and Lessee against any and all liability regarding any incident associated with the use of the premises, in an amount not less than three million dollars($3,000,000.00)with Lessor and the GAC named as an additional insured; (2) Hangarkeepers liability insurance, in an amount not less than one million dollars ($1,000,000.00)with the Lessor and the GAC named as an additional insured; (3) Worker's compensation insurance as required by the laws of the State of Georgia; (4) Fire insurance to cover the assets of the Lessee. (B) Certificates of insurance shall be provided to the Lessor each year following the renewal of the above referenced policies. (C) Notice. Lessee agrees to notify Lessor in writing as soon as practical of any claim, demand, or action arising out of an occurrence involving the leased premises. 15 (D) Indemnification. To the extent not paid by insurance carried and maintained by Lessee in favor of Lessor, Lessee shall keep and hold forever harmless Lessor from and against any and all claims,demands, suits,judgments, costs and expenses(together with reasonable attorney's fees and expenses of litigation incurred in defending the same) asserted or claimed by any person, corporation, firm or other legal entity, including agents and employees of Lessee, by reason of death or injury to any person or loss of or damage to property, in any way related to or arising out of Lessee's use of the Airport, Lessee's business conducted at said Airport and/or anything done or required to be done by Lessee hereunder. ARTICLE VIII CASUALTY In the event that any fixed improvements erected on the premises by Lessee are damaged or destroyed by fire or other casualty, Lessee shall immediately repair the improvements and restore them to a condition at least as good as existed immediately before the casualty. In the event that any fixed improvements erected on the premises by Lessor are damaged or destroyed by fire or other casualty,the rent hereunder shall not abate provided the premises are not rendered untenantable by such damage. If the premises are rendered untenantable, and Lessor elects to repair the premises, the rent set forth in this agreement shall abate for the period during which such repairs are being made,provided the damage was not caused by acts or omissions of Lessee, its employees, agents, servants or invitees, in which case said rent shall not abate. If the premises are rendered untenantable, and Lessor elects not to repair the premises,this Agreement shall terminate. 16 ARTICLE IX LESSEE AS INDEPENDENT CON IRACTOR In conducting its business hereunder, Lessee acts at all times as an independent contractor and not as an agent of Lessor unless otherwise specifically stated herein. The selection, retention, assignment, direction and payment of Lessee's employees shall be the sole responsibility of Lessee, and Lessor shall not attempt to exercise any control over the daily performance of duties by Lessee's employees. ARTICLE X ASSIGNMENT This Agreement, or any part thereof, may not be assigned or transferred by Lessee, by process or operation of law or in any other manner whatsoever, without the prior written consent of Lessor, which consent shall not be unreasonably withheld. As set forth previously, Lessee may sublet office space to other businesses,vendors, etc. as may be reasonable and appropriate for the Airport, as approved by the Lessor. In the event the Lessee transfers a majority stock ownership of its corporation in the future,the parties agree that Lessee shall give thirty(30)days notice of such intended transfer as a courtesy to Lessor, and such transfer shall not be grounds for termination of this Lease Agreement. ARTICLE XI NONDISCRIMINATION (A) Notwithstanding any other provision of this Agreement, during the performance of this Agreement, Lessee, for itself, its heirs, personal representative, successors in interest and assigns, as part of the consideration of this Agreement does hereby 17 covenant and agree, as a covenant running with the land,that: 1. No person on the grounds of race, color, religion, sex, disability, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use of the premises; 2. In the construction of any improvements on, over or under the premises, and the furnishing of services therein or thereon,no person on the grounds of race, color, religion, sex, disability, or national origin shall be excluded from participation in, or denied the benefits of, such activities, or otherwise be subjected to discrimination; 3. 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 Revised April 14, 2014,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; 4. In the event of breach of any of the above nondiscrimination covenants, Lessor shall have the right to terminate this Agreement and to reenter and repossess the premises and hold the same as if said Agreement 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. (B) Lessee assures that it will undertake an affirmative action program, as required by 14 C.F.R., Part 152, Subpart E,to ensure that no person shall, on 18 the grounds of race, creed, color, national origin, or sex, be excluded from participating in any employment, contracting or leasing activities covered in 14 C.F.R., Part 152, Subpart 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 Subpart E,Lessee assures that it will require 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, Subpart E,to the same effect. (C)Lessee agrees to comply with any affirmative action plan or steps for equal employment opportunity required by 14 C.F.R., Part 152, Subpart 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 that a state or local affirmative action plan will be used in lieu of any affirmative action plan or steps required by 14 C.F.R. 152, Subpart E, only when it fully meets the standards set forth in 14 C.F.R. 152.409. 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, Subpart E. Lessee shall file a copy of any such affirmative action plan with the Lessor. ARTICLE XII REQUIREMENTS OF THE UNI 1'ED STA[ES This Agreement 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 19 operation or maintenance of the Airport. ARTICLE XIII DEFAULT AND TERMINATION (A) Termination by Lessor. This Agreement shall also be subject to termination by Lessor in the event of any one or more of the following events: 1. The default by Lessee in the performance of any of the terms, covenants or conditions of this Agreement, and the failure of Lessee to remedy, or undertake to remedy,to Lessor's satisfaction, such default for a period of sixty(60) days after receipt of written notice from Lessor to remedy the same; or 2. The filing by Lessee of a voluntary petition in bankruptcy, including a reorganization plan,Lessee's making of a general or other assignment for the benefit of creditors,Lessee's adjudication as being bankrupt or the appointment of a receiver for the property or affairs of Lessee; or 3. Lessee's abandonment of the premises; or 4. The lawful assumption by the United States, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manner as to restrict Lessee from substantially conducting business operations for a period in excess of ninety(90)days. (B) Termination by Lessee. This Agreement shall be subject to termination by Lessee in the event of any one or more of the following events: 1. The abandonment of Daniel Field as an airport or airfield by the Lessor. If the Lessor relocates Daniel Field to another location,Augusta Aviation will be 20 allowed to continue operation under the current terms of this Lease at the new location. 2. The default by Lessor in the performance of any of the terms, covenants or conditions of this Agreement, and the failure of Lessor to remedy, or undertake to remedy, such default for a period of sixty(60)days after receipt of written notice from Lessee to remedy the same, or 3. The lawful assumption by the United States, or any authorized agency thereof, of the operation, control or use of the Airport, or any substantial part or parts thereof, in such a manner as to restrict Lessee from substantially conducting business operations for a period in excess of ninety(90)days. (C) Waiver. The waiver of any breach,violation or default in or with respect to the performance or observance of the covenants and conditions contained herein shall not be taken to constitute a waiver of any subsequent breach, violation or default in or with respect to the same or any other covenant or condition hereof. ARTICLE XIV MISCELLANEOUS PROVISIONS (A) Entire Agreement. This Agreement constitutes the entire understanding between the parties, and as of its effective date supersedes all prior or independent agreements between the parties covering the subject matter hereof. Any change or modification hereof must be in writing and signed by both parties. (B) Severability. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction,the entire Agreement shall not be void,but the remaining provisions shall continue in effect as nearly as possible in accordance with the 21 original intent of the parties. (C) Notice. Any notice given by one party to the other in connection with this Agreement shall be in writing and shall be sent by registered mail, return receipt requested, with postage and registration fees prepaid: 1. If to Lessor, addressed to: Augusta, Georgia Office of the Mayor 535 Telfair Street, Suite 200 Augusta, Georgia 30901 With copy to: Daniel Field General Aviation Commission Daniel Field Airport 1775 Highland Ave. Augusta, GA 30904 2. If to Lessee, addressed to: Augusta Aviation, Inc. Daniel Field Airport 1775 Highland Ave. Augusta, GA 30904 Notices shall be deemed to have been received on the date of mailing when mailed by registered mail,return receipt requested, postage prepaid, properly addressed to the respective party at the address listed above. (D) Headings. The headings used in this Agreement are intended for convenience of reference 22 only and do not define or limit the scope or meaning of any provision of this Agreement. (E)Governing Law and Venue. This Agreement is to be construed in accordance with the laws of the State of Georgia. All claims, disputes and other matters in question between all parties arising out of or relating to this Agreement, shall be decided in the Superior Court of Richmond County, Georgia. ARTICLE XV ENVIRONMENTAL LAW COMPLIANCE The parties acknowledge that there are certain Federal and state laws, regulations and guidelines now in effect, and that additional state and Federal laws, regulations and guidelines may hereafter be enacted relating or applicable to the premises and/or the Daniel Field Airport concerning the impact on the environment of construction, land use, maintenance and operation of structures, the conduct of business, and the transportation, storage and use of petroleum, oils, lubricants and other materials. Lessee will not cause, or permit to be caused, any act or practice,by negligence, omission, or otherwise,that would adversely affect the environment or do anything or permit anything to be done that would violate any of said laws, regulations, or guidelines. Any violation of this covenant shall be an event of default under this lease. Lessee shall have no claim against Lessor by reason of any changes Lessor may make in the premises or Daniel Field Airport pursuant to any said law,regulation or guideline. 23 IN WITNESS WHEREOF,the parties caused their proper officers to execute this Agreement and affix their respective seals hereto the day and year first above written as the date of these presents. AUGUSTA AVIATION, INC. AUGUSTA, GEORGIA 7 By: By: __- ,HARDIE DAVIS,JR.,MAYOR Attest 4x/V By: !,t / Attest: .....toaiCH v Mq • ..... 6 , 1 '"tt t.••!e ""tip 0 ,,ms`s r ptgn1 ro s � � i( r , ,,'i B ' � �1�,rim Y► ► f 3 CLE• ',, 9 F C. SI E: T ,,GF. 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