EXHIBIT 10.24
747 HANGAR
LEASE AGREEMENT
BETWEEN
IBERIA PARISH GOVERNMENT
IBERIA PARISH AIRPORT AUTHORITY
AND
AVIATION EXTERIORS LOUISIANA, INC.
June 23/rd/, 1999
747 HANGAR LEASE
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF IBERIA
LEASE AND OPERATING AGREEMENT BETWEEN IBERIA PARISH GOVERNMENT, IBERIA
PARISH AIRPORT AUTHORITY AND AVIATION EXTERIORS LOUISIANA, INC., TO ESTABLISH
AND OPERATE AS A HEAVY AIRCRAFT MAINTENANCE OPERATOR AT ACADIANA REGIONAL
AIRPORT, IBERIA PARISH, LOUISIANA
This agreement, made in the City of New Iberia and Parish of Iberia, State
of Louisiana and entered into this 23rd day of June, 1999.
By and Between
IBERIA PARISH GOVERNMENT, herein represented by and acting through XXXXXXX
"WILL" XXXXXXXXXX, Iberia Parish President, duly authorized by resolution of the
Iberia Parish Council, a certified copy of which is annexed hereto, and IBERIA
PARISH AIRPORT AUTHORITY, an agency of Iberia Parish Government, duly created,
organized and existing under and by virtue of a resolution of the Police Jury of
Iberia Parish, Louisiana on January 26, 1966, Resolution Number 6, herein
represented by and acting through R. XXXXX XXXXXX, its Chairman, duly authorized
by a Resolution of the Iberia Parish Airport Authority (a certified copy of
which is attached hereto), having 0000 Xxxxx/Xxxxx Xxxx Xxxx, Xxx Xxxxxx XX
00000, as its permanent mailing address, the said Iberia Parish Government and
Iberia Parish Airport Authority hereinafter sometimes referred to collectively
as "LESSOR", and AVIATION EXTERIORS LOUISIANA, INCORPORATED, F/K/A/ PRIDE
AVIATION, INC., an Oklahoma corporation, herein represented by and acting
through XXXX XXXXXXXXXX, its President, duly authorized by a resolution of the
Board of Directors of said corporation, (a certified copy of which is attached
hereto) having 0000 Xxxxxx Xxxxx, Xxx Xxxxxx, XX 00000, as its permanent mailing
address, hereinafter referred to as "LESSEE",
WITNESSETH
WHEREAS, the Lessor now operates a public airport certified under FAA Part
139 designated as Acadiana Regional Airport, located in Iberia Parish,
Louisiana, hereinafter referred to as Airport; and
WHEREAS, the Lessee desires to expand its heavy aircraft maintenance
operation on the Airport; and,
WHEREAS, Lessor has determined that a site is available to Lessee to be
used for heavy aircraft maintenance operations, as described under La. R.S.
2:135.1(I).
NOW, THEREFORE, for and in consideration of the premises and mutual
undertakings, agreements and covenants hereinafter set forth, the parties hereto
agree as follows:
ARTICLE I. PREMISES LEASED, PURPOSE, OBJECTS, RIGHTS AND PRIVILEGES
A. Leased Premises
1.00 Upon payment by Lessee of the considerations provided, and upon the
observance and performance of all the covenants, terms and conditions on
Lessee's part to be observed and performed, Lessee shall peaceably and quietly
hold and enjoy the leased premises for the term or terms hereby stipulated
without hindrance or interruption by Lessor or any other person or persons
lawfully or equitably claiming by, through or under Lessor.
1.02 Lessor does hereby lease to Lessee and Lessee does hereby accept and
lease from Lessor the land, buildings and improvements of the airport, more
particularly described as follows:
A. 747/777 AIRCRAFT MAINTENANCE AND PAINT HANGAR NO. 90
A certain tract of land, irregular in shape with improvements, said tract
of land being located at Acadiana Regional Airport (the old USNAAS) in Iberia
Parish, Louisiana, measuring and containing 8.884 superficial acres of land, and
being more particularly described as follows:
The POINT OF BEGINNING is a point on the west side of Hangar Drive, designated
as Point "Y" on the attached plat, and having USNAAS coordinates of
Y=40,761.00' and X=5l,648.44';
Thence, S12 degrees 27'E 370.00'W to Point "S" and corner;
Thence, leaving Xxxxxx Xxxxx X00 degrees 30'W 770.19' to Point "J" and corner;
Thence, S12 degrees 30'E 450.0 to a Point "I" and corner, at the North edge of
existing common aircraft ramp area "A";
Thence, along the North edge of the existing common aircraft ramp area "A" S77
degree 30'W 124.38' to Point "I" and corner; Thence, leaving the North edge of
the existing common aircraft ramp area "A" N12 degrees 30'W 819.98' to Point "X"
and corner; Thence, N77 degrees 30'E 894.90' to Point "Y", the POINT OF
BEGINNING.
Said tract of land is more particularly shown and depicted on attached Plat of
Survey by X.X. Xxxxx Xxxxxx, R.L.S. No. 2794, dated latest revision October 31,
1997, attached hereto and made a part hereof.
Said tract of land is shown as "Proposed Lease", "Tract E", contains 387,021
square feet of area or 8.884 acres of land.
B. Purposes, Objects, Rights and Privileges
1.05 This agreement vests Lessee with the right and privilege to operate
as a heavy aircraft (in excess of 88,000 Pounds.) maintenance operator on the
airport and the leased premises shall be used by Lessee solely for said
purposes, as defined by the Federal Aviation Act of 1958 as amended and the
Minimum Standards and Requirements for the Conduct of Commercial Aeronautical
Services and Activities at Acadiana Regional Airport adopted November 7, 1979,
as amended on August 30, 1989, where applicable and as described under La. R.S.
2:135.1(I).
1.06 Lessee agrees to provide, and is herein required to provide the
aforementioned and described services and the right and privileges to operate as
a heavy aircraft (in excess of 88,000 Pounds.) maintenance operator hereby
granted shall exist so long as the character of the facilities operated or
services furnished shall be consistent with the requirements of the Federal
Aviation Act of 1958, as amended, and the Minimum Standards and Requirements for
the Conduct of Commercial Aeronautical Services and Activities at Acadiana
Regional Airport adopted November 7, 1979, as amended on August 30, 1989, where
applicable and as described under La. R.S. 2:135.1(I).
1.07 Lessee shall not engage in those aircraft and aviation services
customarily rendered by a Fixed Based Operator (FBO) under the Airport Minimum
Standards for Acadiana Regional Airport. Any such activity is considered a
breach of this lease, and at its option, Lessor may impose a civil penalty of
not more than $5,000.00 for each violation. Lessee agrees not to engage in such
activity and acknowledges notice of Lessor's rights to enforcement by
termination of this lease or the imposition of civil penalties.
ARTICLE II. TERM OF LEASE, EXTENSIONS AND OPTIONS TO EXTEND; LESSOR/LESSEE
CONSTRUCTION; INDEPENDENT CONTRACTOR STATUS
A. Term of Lease, Extensions and Options to Extend
2.00 This lease shall be for a primary term of thirty (30) years from the
effective date hereof designated as the 1st day of April, 2000.
2.01 The term of this lease may be extended by agreement of Lessor and
Lessee for an additional period not to exceed twenty-five years without
advertising or competitive bidding in accordance with the provisions of
Louisiana Revised Statutes, Title II, Section 135.1(I). Any extensions of the
lease shall contain an appropriate escalation in the rent and other terms and
conditions as are acceptable to Lessor and Lessee.
X. Xxxxxx'x Construction
2.02 Lessor agrees to construct a wide-bodied aircraft hangar on the
immovable property described in paragraph 1.02 hereinabove in accordance with
plans and specifications more particularly as
set forth in Exhibit A annexed hereto. Lessor has advertised for public bids for
the construction of the aforesaid wide-bodied hangar and bids were opened on
December 22, 1998. Lessor's obligations under this lease are conditioned upon
Lessor executing a construction contract for the aforedescribed wide-bodied
aircraft hangar having a contract price of not more than Nine Million Two
Hundred Eleven Thousand Four Hundred Eighty-Four Dollars ($9,211,484.00), with
a duly qualified, licensed and bonded contractor, after a formal bidding
process, as required by law.
2.03 In the event that construction of the wide-bodied hangar described
hereinabove is not completed on or before April 1, 2000, through no fault of the
Iberia Parish Airport Authority, the commencement date of this lease agreement
shall be delayed until said construction is ready for occupancy, but in no case
shall this lease commence later than November 1, 2000. If construction is
substantially completed in the middle of a month, rentals for said month shall
be prorated based on a daily rental of $1,167.00.
2.04 Lessor may employ all efforts necessary to apply for and obtain
local, state and federal grants, loans and other aids to improve the runways,
taxiways, landing fields, air traffic control and other facilities on the
airport but is not obligated to do so.
C. Lessee's Construction
2.05 Lessee may construct buildings and improvements on the leased
premises to facilitate its operations and to conduct its activities and
services.
2.06 All improvements shall be made in accordance with plans and
specifications provided by the Lessee. Engineering or architectural expertise
required for these improvements shall be provided by duly licensed professional
engineers or architects. All engineering or architectural fees associated with
these improvements shall be the responsibility of the Lessee.
2.07 All plans and specifications for proposed construction shall be
submitted to the Airport Authority and approved by same prior to the
commencement of construction. Lessee shall demand or provide l00% performance
and lien insurance on all such construction and name Lessor as co-obligee,
additional insured, named insured or third party beneficiary.
2.08 All aviation hangars and buildings constructed by Lessee shall be
constructed of building materials commonly employed in aviation hangar
construction and of similar architectural design to the present facilities at
Acadiana Regional Airport and contain sufficient area to conduct minimum
services therefrom.
2.09 All buildings and improvements constructed at Lessee's expense
shall, upon completion, be free and clear of all laborers, mechanics,
materialmen, contractor, surveyor and architectural liens, privileges, judgments
and obligations excepting valid and approved mortgages for construction or
operations.
2.10 Lessee shall provide adequate adjacent hard surfaced parking to its
buildings and improvements to accommodate aircraft, employees, guests, and
business invitees.
2.11 Upon completion of any such improvements, Lessee shall present to
Lessor a statement of the "Construction and/or Alteration Costs" which shall
include all monies paid by Lessee for actual demolition, construction or
alterations, including architectural, engineering costs and other pertinent fees
and charges.
2.12 All such improvements made by Lessee shall be and remain the property
of Lessor at the termination of the lease.
2.13 Lessee shall at all times keep these improvements in good operating
condition and they shall be returned to the Airport Authority in good operating
condition at the end of the lease period, normal wear and tear excepted.
D. Independent Contractor Status
2.14 Lessor and Lessee agree that Lessee will maintain independent
contractor status during the term of this lease and will not be an agent of the
Lessor. It is agreed and understood that, as an independent contractor, such
status will not constitute any liability of any nature on the part of the Lessor
for Lessee's operation and activities.
ARTICLE III. RENTALS AND OTHER CONSIDERATIONS
A. Rentals
3.00 Lessee, in consideration of the possession and use of the premises
shall be obligated to pay Lessor a rental of $35,000 per month ($420,000.00 per
year) due in advance on the first day of each consecutive month during the lease
term. The first payment is due on the first day of April, 2000. In the event
that the hangar to be constructed is not ready for occupancy on the first day of
the calendar month, the first rental payment shall include rental at the rate of
$1,167.00 per day from date of occupancy by the Lessee until the first day of
the next month. Thereafter, rentals will be due, in advance, on the first day of
each calendar month. Lessor and Lessee acknowledge and agree that the monthly
rental was determined after considering the market rental value of the leased
premises, appropriate rental escalation figures and the general benefit which
the prospective tenant is predicted to have on the economy of Iberia Parish. In
lieu of a lower initial monthly rental figure and a periodic rental escalation
clause, the parties have agreed, for their mutual benefit, to pay and accept a
rental of $35,000.00 per month over the entire 30 year term of the lease.
Lessee furnishes herewith an Irrevocable Letter of Credit issued by the
Louisiana Economic Development Corporation for the benefit of the Iberia Parish
Council in the amount of $750,000, guaranteeing payment of Lessee's rental
obligation under the Lease for a period of 36 months after commencement of the
Lease.
B. Fuel Flowage
3.01 The parties agree that in consideration of Lessee receiving fuel and
lubricating oil for resale at Acadiana Regional Airport for aircraft, it shall
pay to the Airport Authority fuel flowage fees as follows:
(a) an amount equal to four percent (4%) of the operator's invoiced cost of
fuel, never less than three ($0.03) per gallon, for aviation operations at
Acadiana Regional Airport: and
(b) twelve percent (12%) of the operator's invoiced cost of oil and
lubricants, never less than nine ($0.09) per gallon, for aviation operations at
Acadiana Regional Airport.
3.02 Fuel flowage fees are due and payable by Lessee to Lessor, in cash,
monthly on or before the tenth (10th) day of each month. Payments are from fuel
and oil pumped from the previous month. All payments of fuel flowage fees shall
be accompanied by a statement or invoice from the wholesaler or retail fuel and
lubricant distributor.
3.03 In the event that Lessee chooses to install fuel tanks on the leased
premises, it must first secure written approval from Lessor to do so. If
approval is granted by the Authority, then Lessee shall install the tanks in
accordance with rules, regulations and specifications of the Louisiana State
Fire Marshal, Louisiana Department of Environmental Quality (DEQ) and the U.S.
Environmental Protection Agency (EPA) presently in effect and as may be amended
during the term or terms of this lease.
C. Delinquency and Default
3.04 Lessee shall be deemed in default of this lease and agreement if
Lessee fails to remit to Lessor the monthly rental installment (one-twelfth
(1/12) of the annual rental) TEN (10) days after the due date.
3.05 All monthly rental installments due and owing, but unpaid, more than
THIRTY (30) days beyond the due date shall be deemed delinquent and shall be
assessed a delinquency charge of one (1%) percent per month or twelve (12%)
percent per annum on the unpaid balance.
3.06 In the event a dispute arises as to the correct amount of rent due,
Lessor may accept the sum tendered by Lessee under protest, and if a deficiency
is subsequently determined, the delinquency charge shall apply to any
deficiency.
3.07 Should Lessee at any time violate any of the conditions of this lease
requiring the payment of rent, fuel flowage or other monetary obligations, as
stipulated, or upon the filing of a bankruptcy, receivership or respite petition
by or against Lessee, or upon Lessee's suspension, failure or insolvency, the
rent for the whole unexpired term of this lease shall, without demand or putting
Lessee in default, become due and payable and Lessor, at
its option, has the right to cancel the lease, or re-enter and lease said
premises for such price and on such terms as may be immediately obtainable, and
apply the net amount realized to the payment of the rent. In the event the
premises are re-leased, Lessee would be liable for all Lessor's expenses,
including but not limited to loss of rent and collection expenses.
3.08 Should the premises be vacated or abandoned by Lessee because of
ejectment for breach hereof, or otherwise, or should the Lessee begin to remove
personal property or goods to the prejudice of the Lessor's privilege, then the
rent for the unexpired term, with attorney fees, shall at once become due and
exigible and Lessor, at its option, has the right to cancel the lease, or
re-enter and lease said premises for such price and on such terms as may be
immediately obtainable, and apply the net amount realized to the payment of the
rent. In the event the premises are released, Lessee would be liable for all
Lessor's expenses, including but not limited to loss of rent and collection
expenses.
3.09 The failure of the tenant to pay the rent punctually, or thirty (30)
days beyond the due date, shall be, ipso facto and without demand or putting in
default, grounds to terminate and cancel the lease. In such event, the Lessor
may take such legal steps as are necessary and appropriate under the law to
cancel the lease, to evict the Lessee or sublessees refusing to leave the
grounds leased and to recover monies due the Lessor for past due rentals and
damages for lost rentals occasioned by them. Improvements placed on the property
leased shall be subject to seizure and sale by the Lessor in order to satisfy
the Lessor's claim for monies and/or damages owed.
3.10 At the expiration of this lease, or its termination for failure to
pay the rent and fuel flowage fees, Lessee is obligated to immediately surrender
possession, and should Lessee fail to do so, it consents to pay as liquidated
damages five times the rent per day, with attorney fees and costs. Lessee also
expressly waives any notice to vacate at the expiration of this lease and all
legal delays, and hereby confesses judgement with costs, placing Lessor in
possession to be executed at once. Should Lessor allow or permit Lessee to
remain in the leased premises after the expiration of this lease, this shall not
be construed as a reconduction of this lease.
3.11 Failure to strictly and promptly enforce these conditions shall not
operate as a waiver of Lessor's rights, Lessor expressly reserving the right to
always enforce prompt payment of rent, or to cancel this lease, regardless of
any indulgences or extensions previously granted. Failure to comply with any
condition or obligation of this lease will make Lessee liable for any loss or
damage sustained by Lessor.
3.12 In case suit shall be brought, or an attorney shall be employed, for
recovery of the leased premises, for the recovery of rent or any other amounts
due under the provisions of this lease, or for the enforcement of, or because of
the breach of, any covenant herein contained on the part of Lessee to be kept or
performed, and a breach shall be established, Lessee shall pay to Lessor all
costs and expenses incurred, including a reasonable attorney's fee.
3.13 Rental payments shall be made payable to the:
Iberia Parish Airport Authority
0000 Xxxxx/Xxxxx Xxxx Xxxx
Xxx Xxxxxx, XX 00000
or to such other department or address as may be specified by Lessor in writing
from time to time.
ARTICLE IV. UTILITIES
4.00 Lessee agrees to make its own arrangements for all utility
extensions, modification and services and to pay for such services and deposits
on its leased premises. No waste shall be committed or damage done to the
property of the Lessor in the establishment of said utility services.
ARTICLE V. SIGNS
5.00 Lessee is authorized to erect and install signs and advertisements
promoting its name and/or services it may offer subject to Lessor's prior
written consent, provided that such consent will not be unreasonably withheld.
ARTICLE VI. ALTERATIONS, FURNITURE AND FURNISHING
A. Alterations
6.00 Lessee shall not construct or install any additional buildings or
structures on the leased premises nor otherwise alter or modify the leased
premises without first obtaining the written consent of Lessor. Lessor's consent
will not be unreasonably withheld.
6.01 Lessee shall not remove, alter, modify or make any structural changes
in any of the buildings or structures placed thereon without first obtaining the
written consent of Lessor, Lessor's consent will not be unreasonably withheld.
6.02 Lessee shall not modify or make any additions to the plumbing,
electrical or other utilities therein without first obtaining the written
consent of Lessor. Lessor's consent will not be unreasonably withheld.
6.03 For the purpose of this paragraph, any penetration of the roof,
exterior walls, floor and foundation shall be considered a structural change.
6.04 In the event Lessee makes alterations or improvements to the leased
premises, then the use thereof shall be enjoyed by Lessee during the remaining
term of the lease without the payment of additional rental and such alterations
or improvements shall
become the property of Lessor at the termination of this lease.
B. Furniture or Furnishings
6.05 Lessee agrees to install the necessary furniture, furnishings,
equipment and fixtures necessary for the conduct of its operations with the
Minimum Standards.
ARTICLE VII. MAINTENANCE
7.00 Lessee shall at all times maintain design load limits on all concrete
and paving surfaces of the leased premises and shall not allow overloading of
any concrete or paved surface of the leased area.
7.01 Utility line maintenance outside the Lessee's delineated property
boundary shall be the Lessor's responsibility.
7.02 Lessee shall have responsibility for all maintenance and repairs to
the leased premises caused by its own fault or neglect.
7.03 Subject to the foregoing, Lessor shall have responsibility for
maintenance and repair of the roof, exterior walls (excluding hangar doors),
foundations and all concrete or pavement on the leased premises. Lessee shall
promptly notify Lessor, in writing, of any such item in need of repair.
7.04 Lessee shall have responsibility for all other maintenance and
repairs to the leased premises including, but not limited to, repairs and
replacements to the plumbing system, air-conditioning and heating systems
(including replacement of compressors and other major components), electrical
systems and mechanical systems. Lessee shall also be responsible for repairs and
maintenance to the hangar doors. Lessee's obligations of maintenance and repairs
shall extend to and include both underground and aboveground improvements on the
leased premises.
7.05 All major repairs to electrical and mechanical equipment contained on
the leased premises shall be made by licensed personnel. Other repairs shall be
made by skilled craftsmen performing such work regularly as a trade. Lessee
shall be responsible for maintaining electrical loads within the designed
capacity of the system as installed or modified.
7.06 Subject to the foregoing, Lessee shall maintain the leased premises
in good repair. Lessee shall maintain the leased premises and the assigned
aircraft ramp areas in a neat and sightly condition and shall not permit the
accumulation of waste, trash or debris on airport property. Lessee shall return
the premises to Lessor at the termination of the lease, free from trash or
debris, and in the same condition as when received, ordinary wear and tear
excepted.
7.07 Collection and on site storage of wrecked or derelict aircraft or
equipment not under repair shall be prohibited under the terms and conditions of
this lease.
7.08 Lessee will not allow any waste, trash, debris, fuels, lubricants or
any other material whatsoever to be discharged onto the leased premises. Lessee
shall dispose or contract with an EPA and/or DEQ approved operator for the
removal and proper disposal of expended lubricating oil, solvents, fuels,
chemical and other products that may accumulate as a result of the Lessee's use
of the leased premises. The Lessor may remove any waste, trash, fuel,
lubricants, or other materials discharged or otherwise placed on said leased
premises by Lessee, its employees, agents, representative, licenses, invitees,
patrons or customers and charge Lessee for such cost including testing, clean
up, labor and material, plus 15% service fee.
ARTICLE VIII. PAYMENT OF TAXES
8.00 Lessee shall be liable for any and all taxes, penalties and interest
thereon assessed, levied or charged by any governmental agency against Lessee's
tangible personal property (inventory, equipment, machinery, furnishings and
other movable assets) situated on the leased premises and against any interest
acquired under this agreement.
8.01 No exemption or waiver from taxes on personal or business property
inures to the benefit of Lessee by association, contract or other relationship
to the Lessor as a public body.
ARTICLE IX. COMPLIANCE WITH LAW
9.00 Lessee while exercising rights granted herein, shall observe and
comply with, and at its own cost and expense, requirements of Federal, State or
local statutes, ordinances, regulations and standards applicable to Lessee or
its use of the leased premises, including but not limited to Exhibit "B",
(Minimum Standards and Requirements for the Conduct of Commercial Aeronautical
Services and Activities at Acadiana Regional Airport and XxXxxxx Memorial
Airport adopted November 7, 1979, as amended on August 30, 1989) other rules and
regulations promulgated from time to time by the Iberia Parish Airport Authority
and the Iberia Parish Council for administration of the airport.
9.01 Lessee shall procure and maintain during the term of the agreement,
all licenses, permits and similar authorizations required for the conduct of its
business operations.
ARTICLE X. AIRPORT SECURITY
10.00 Lessee agrees that it will, at its own cost and expense, enroll and
participate in the airport security program during the term of this agreement.
ARTICLE XI. RIGHT OF ENTRY, INSPECTION AND ACCOMPLISHMENT OF OBLIGATIONS
11.00 The Lessor reserves the right to inspect the premises, within
reasonable time periods and upon advance notice and shall be permitted to enter
and view the premises or equipment on the leased premises. Lessor shall at all
reasonable times have the right to enter the premises accompanied by Lessee for
the purpose of inspecting and of making such, if any, repairs that Lessor may be
bound or elect to make.
ARTICLE XII. WAIVER OF LIABILITY, INDEMNITY AND INSURANCE
A. Indemnity
12.00 Lessee assumes full responsibility for the condition of the leased
premises, and all buildings, improvements, fixtures and equipment thereon, and
for all of Lessee's operations but does not assume any responsibility for
Lessor's negligence or the negligence of Lessor's agents, officers, or
employees. In the event that any suit, claim or action by Lessee, its agents,
employees, invitees or third persons is brought against Lessor or the Iberia
Parish Council to recover for, or on account of any injury to person or property
(including death) caused by any vice or defect in or upon said leased premises,
including the buildings, improvements, fixtures and equipment thereon, or on
account of Lessee's operations, Lessee agrees to appear, defend, adjust and
settle said action or claim at its sole cost and expense and to pay and satisfy
any adverse judgment that may be entered on final determination.
12.01 Lessee will defend and indemnify Lessor and save it harmless from
and against any and all claims, actions, loss, cost (including attorney's fees),
damages, expenses, and liability (including statutory liability and liability
under workers' compensation laws) in connection with loss of life, personal
injury and/or damage to property arising from or out of any occurrence in, upon
or at the leased premises, or the occupancy or use by Lessee of the leased
premises or any part thereof, and any activities of the Lessee in the parking
areas and common service areas, sustained by Lessee and all other persons, which
are occasioned wholly or in part by any act or omission of Lessee, Lessee's
partners, agents, sublessees, contractors, subcontractors, invitees, customers,
employees, servants, or concessionaires. In case Lessor, the Iberia Parish
Council members, the Parish President and/or the Airport Director and their
employees and agents should be made a party to any litigation commenced by or
against Lessee, then Lessee shall protect and hold Lessor and said other parties
harmless and shall pay all costs, expenses, and reasonable attorney's fees
incurred or paid in connection with such litigation.
B. Insurance
12.02 Lessee shall provide and maintain, at its expense, the following
insurance coverages, for the duration of this lease and any extensions hereof:
a) Comprehensive Public Liability and Property Damage;
i) General Liability and Property Damage:
$50,000,000.00 combined single limit,
any one occurrence/offense and annual
aggregate including products, grounding
and completed operations;
b) Commercial Automobile/Motor Vehicle Liability: $1,000,000.00
combined single limit;
c) Xxxxxxx'x Compensation and Employer's Liability: Up to Louisiana
Statutory Limit
d) Hangar Keepers Liability Coverage: $15,000,000.00 any one aircraft,
$30,000,000.00 any one occurrence subject to $15,000.00 deductible
each and every loss;
e) Fire and Extended Coverage (Special Form) on all buildings and
improvements located on the leased premises in an amount equal to
the Replacement Cost of the improvements. Replacement Cost is
defined as cost to replace the building and improvements with like
materials and like configuration, in no case less than
$9,000,000.00.
The Lessee shall be allowed to determine the deductible on this
"All Risk" coverage, not to exceed $25,000 per occurrence on all
perils, but Lessee shall be fully responsible for the payment of
any and all deductible, whatever they may be. The coinsurance
requirement of the policy shall not exceed 80%. Flood and
Earthquake coverage shall not be a requirement of this section.
Said policy shall provide, as a condition for cancellation, 30 days
advanced written notice to Lessor and shall name Lessor and the
Iberia Parish Council as additional interest and loss payee under
the policy.
12.03 Lessee shall furnish Lessor with a certificate evidencing the
insurance policies described in Paragraph 12.02 hereinabove, underwritten by a
good and solvent insurer licensed to do business in the State of Louisiana,
which policies shall name Lessor and the Iberia Parish Council as additional
insureds and shall provide, as a condition precedent to cancellation, 30 days
advance written notice to Lessor and shall also provide a Waiver of Subrogation
in favor of Lessor.
12.04 If through no fault, neglect or design of Lessee, the premises are
destroyed by fire or other casualty, and provided that at the time of such
damage or destruction there exists no default by Lessee under this lease, the
following obligation to repair and/or reconstruction shall apply:
a) If the cost to repair the damage, including architect's fees,
surety bond, etc., does not exceed the sum determined and payable by an
insurance underwriter under coverage for fire and extended coverage, as
estimated by an architect licensed in the State of Louisiana selected by Lessor
and any bid, acceptable to Lessor, Lessor shall repair the damage as
expeditiously as possible;
b) In the event that repair and/or reconstruction of the damage shall
be undertaken, this lease shall not be canceled, and Lessee shall be entitled to
a proportionate reduction or remission of the rent until such damage has been
repaired;
c) Lessor may, at its option, terminate or cancel this lease if the
cost of repair exceeds sums payable under insurance coverage. In the event the
lease is terminated by Lessor under these provisions, the Lessor shall fairly
apportion the insurance award between Lessor and Lessee, if such insurance award
is made specifically for loss of improvements made to the leased premises by
Lessee.
12.05 Lessee shall cause any and all policies of insurance obtained by
it, including bailee coverage, covering movable property (including aircraft)
located on the leased premises or on the adjoining aircraft apron areas or used
in connection with Lessee's operations conducted thereon and therefrom to
contain a waiver of subrogation against Lessor, the Iberia Parish Council, their
individual members, the Airport Director and their employees and agents.
12.06 In the event Lessee fails to procure any of the insurance required
hereunder, Lessor may, at its option, cause such insurance to be issued at the
cost and expense of Lessee, and all sums advanced for such purpose shall be due
Lessor as charges and expenses plus 15% service charge, payable on or before the
first day of the month following written notice thereof to Lessee.
ARTICLE XIII. NON-DISCRIMINATION
13.00 The Lessee, in exercising any of the rights or privileges herein
granted to it, shall not, on the grounds of age, race, color, creed, sex,
national origin or physical condition, discriminate or permit discrimination
against any person or group of persons in any manner prohibited by Part 21 of
the Regulations of the Secretary of Transportation. The Lessor is hereby granted
the right to take such actions to correct same, anything to the contrary herein
notwithstanding, as the United States may direct, to enforce this non-
discrimination covenant.
13.01 Lessee, as a heavy aircraft maintenance operator, will furnish its
accommodations and/or services on a fair, equal and not unjustly discriminatory
basis to all users thereof and it shall charge, fair, reasonable and not
unjustly charge discriminatory prices for each unit or service; PROVIDED, THAT
the Lessee may be allowed to make reasonable and non-discriminatory discounts,
rebates or other similar type of price reductions to volume
14.01 During the time of war or national emergency, Lessor shall have
the right to lease the Airport or any part thereof to the United States
Government for military or naval use, and if any such lease is executed, the
provisions of this instrument insofar as they are inconsistent with the lease to
the government shall be suspended, and in that event a just and proportionate
part of the rent hereunder shall be abated. Lessee shall have no claim against
the Lessor for the value of any unexpired term of this lease. Lessee is not
prohibited from asserting any claim or claims for loss of improvements to the
leased premises, leasehold advantages and/or loss of business opportunity
against the United States.
14.02 Any other provisions of this lease notwithstanding, this lease shall
be subordinate to the provisions of any existing or future agreement between
Lessor and the United States, relative to the operation or maintenance of the
Airport, the terms and execution of which has been or may be required as a
condition precedent to the expenditure or reimbursement to Lessor of federal
funds for the development of the Airport or reverter clause in the deed of trust
and/or conveyance to the Parish of Iberia executed by the United States of
America, on the 6th day of May, 1969 filed for record on the 9th day of May,
1969 and recorded at conveyance book 539, folio 119, entry no. 146092, records
of Iberia Parish, Louisiana.
ARTICLE XV. NOTICES, CONSENTS AND APPROVALS
15.00 Notices or other communications to Lessor pursuant to the provisions
hereof shall be sufficient if sent by registered or certified United States
mail, postage prepaid, addressed to the:
IBERIA PARISH AIRPORT AUTHORITY
0000 Xxxxx/Xxxxx Xxxx Xxxx
XXX XXXXXX, XXXXXXXXX 00000
and to Lessee as follows:
AVIATION EXTERIORS LOUISIANA, INCORPORATED
0000 XXXXXX XXXXX
XXX XXXXXX, XX. 00000
ARTICLE XVI. COVENANT TO BIND LESSOR AND LESSEE
16.00 This lease and operating agreement and all of the covenants and
conditions contained herein shall be binding upon Lessor and Lessee and upon
their respective heirs, executors, administrators, successors and assigns.
ARTICLE XVII. SUBLETTING, ASSIGNMENT AND MORTGAGE
A. Subletting and Assignment
17.00 Any transfer, sublease or assignment (hereinafter in this lease
referred to as "transfer") of Lessee's interest in the leased premises, or any
portion thereof, must be approved by Lessor, in advance of its consummation or
execution. If Lessee
grants a transfer, without obtaining prior approval from Lessor, such act shall
constitute a material breach of this lease and grounds for its termination.
17.01 In the event Lessor consents to a transfer, such consent shall not
constitute a waiver of any other condition, term and covenant of this lease. All
such terms, conditions, or covenants shall apply to each and every transferor,
assignee, transferee, subtenant, or other person acquiring rights and/or
interests through Lessee.
17.02 Any document to transfer, sublet or assign the premises or any part
thereof, shall incorporate, directly or by reference, all provisions of this
lease.
17.03 Occupancy of the premises by a prospective transferor, transferee,
sublessee, assignee, or assignor, prior to approval of the transfer, sublease or
assignment by Lessor, shall be deemed an unauthorized activity and shall
constitute a breach of this lease.
17.04 In the event Lessee fails to cease, remove or prohibit an
unauthorized activity, after notice by Lessor, such failure shall constitute a
material breach of this lease and shall be grounds for termination.
17.05 Lessor agrees that it will not arbitrarily or unreasonably withhold
consent to a transfer.
17.06 An application fee of $500.00 shall accompany all requests to
transfer, assign or sublease. This application fee is not refundable.
17.07 Lessor may reasonably withhold its consent to any transfer, if any
of the following conditions exist:
1. Lessee, or any of its successors or assigns, is in default as to
any term, covenant, or condition of this lease, whether notice of
default has or has not been given by Lessee;
2. The prospective transferor or transferee has not agreed, in
writing, to keep, perform, and be bound by all terms, covenants
and conditions of this lease;
3. All terms, covenants and conditions of the transfer, including
the consideration therefor, of any and every kind, has not been
revealed, in writing, to Lessor;
4. Any member of the local, state or federal government, or any
resident Commissioner of Lessor be admitted to any share or part
of this agreement or to any benefit that may arise hereunder.
This provision shall not be constructed to extend to agreements
make with a corporation for the general
benefit of any such party.
17.08 In no event shall Lessor's consent to a transfer, sublease or
assignment release Lessee from the obligations of this lease.
B. MORTGAGE
17.09 Any mortgage, pledge, hypothecation, encumbrance or subordination
(hereinafter in this lease referred to as "mortgage") of Lessee's leasehold
interest in the leased premises, or any portion thereof, must be approved by
Lessor, in advance of its execution. If Lessee grants a mortgage, without
obtaining prior approval from Lessor, such act shall constitute a material
breach of this lease and grounds for its termination.
17.10 No mortgage, pledge, hypothecation or encumbrance shall bear against
immovable property owned by the Lessor or Iberia Parish Government. Lessee does
not have, nor does this lease and operating agreement grant to it, the
authority, right, or privilege to mortgage lands, buildings or improvements
owned by Lessor or Iberia Parish Government. A mortgage, not approved by Lessor,
shall be deemed void and shall not affect Lessor's rights hereunder.
17.11 Notwithstanding the provisions of Article XVII, paragraph 17.09,
Lessor agrees, upon written request by Lessee, to execute its written consent to
a mortgage of Lessee interests in this leasehold to secure the beneficial
interest of a lender for the purpose of financing construction, development, or
operations on the airport upon and subject to the following covenants and
conditions:
1. Upon application for approval of a leasehold interest mortgage,
Lessee shall furnish Lessor a complete copy of the mortgage and
note to be secured thereby, together with the name and address
of the proposed holder thereof;
2. Said lender and all rights acquired by said lender under said
mortgage shall be subject to each and every covenant, condition,
and restriction set forth in this lease and to all the rights
and interests of Lessor thereunder;
3. In the event of any conflict between the provisions of this
lease and the provisions of any such mortgage, the provisions of
this lease shall govern and control; and
4. Upon and immediately after the recording of a mortgage affecting
the leasehold interest, Lessee, at its expense, shall cause to
be recorded in the Office of the Clerk of Court, Iberia Parish,
Louisiana, a written request by Lessor for notice of default or
any notice of
seizure and/or sale under the mortgage as provided by the
statutes of the State of Louisiana relating thereto.
17.12 Lessor agrees that it will not terminate this lease on default or
breach on the part of Lessee, if the lender under any mortgage to which Lessor
has given its consent, within ten (10) days after service of written notice on
the lender by Lessor of its intention to terminate this lease for such default
or breach, shall:
1. Cure such default or breach, if the same can cured by the
payment or expenditure of money required to be paid under the
terms of this lease; and
2. Keep and perform all of the other covenants and conditions of
this lease until such time as the security shall be sold upon
foreclosure pursuant to the mortgage or shall be released or
reconveyed thereunder; provided, however, that if the lender
shall fail or refuse to comply with any or all of the provisions
of this paragraph, then and thereupon, Lessor shall be released
from its covenant of forebearance.
17.13 In the event of default not cured as aforementioned, lender shall
commence steps and proceedings for the exercise of the power of seizure and sale
under and pursuant to the mortgage and in the manner provided by law, but
assignee will first offer and Lessor shall have the option to purchase, all
rights, titles and interests in the security encumbered under said mortgage
directly from lender and without public sale for the outstanding balance due on
the note or notes secured by said mortgage.
17.14 In the event Lessor does not exercise its option to purchase from
the lender as provided above, then the prior written consent of Lessor shall not
be required and transfer or conveyance may occur under the following conditions:
a. The transfer of the security at foreclosure sale pursuant to
judicial foreclosure or by an assignment in lieu of foreclosure,
with the transferee expressly assuming and agreeing to perform
all of the obligations under this lease; or,
b. To any subsequent transfer by the lender if the lender is an
established bank, savings and loan association or insurance
company, and is the purchaser at such foreclosure sale, provided
that in such event, the lender forthwith gives notice to Lessor
in writing of any such transfer, setting forth the name and the
express agreement(s) with the transferee or transferor, the
effective date of such transfer, and the express agreement
of the transferee and transferor assuming and agreeing to
perform all of the obligations under this lease, and submits to
Lessor a copy of the document or transfer.
17.14.1 Under no circumstances shall the tenant, any lender, transferee
of any lender, purchaser at foreclosure sale, or any other party have the right
to occupy the leased premises, or any portion thereof, without payment of the
rent and performance of all of the covenants and obligations contained in this
lease.
17.15 Lessee, for itself, its subsidiaries, affiliates, associates,
representatives, successors, and assigns, as a part of the consideration of this
lease, hereby covenant and agree, as a covenant running with the land, that:
1. No person on the grounds of race, color, creed, age, sex,
national origin or physical condition shall be excluded from
participation, denied the benefits or be otherwise subjected to
discrimination in the use of said facilities:
2. That, in furnishing of services thereon, no person on the
grounds of race, color, creed, age, sex, national origin or physical
condition shall be excluded from participation in, denied the
benefits of, or otherwise be subjected to discrimination:
3. That, Lessee shall use the premises in compliance with all
other requirements imposed by and pursuant to Title 49, Code of
Federal Regulations of the Department of Transportation and the
Civil Rights Act of 1964, as may be amended; and
4. That, in the event of a breach of any of the non-discrimination
covenants, Lessor shall have the right to terminate the lease and to
re-enter and repossess said land and the facilities thereon, and
hold the same as if said lease had never been made or issued.
ARTICLE XVIII. RIGHTS OF THE UNITED STATES GOVERNMENT
18.00 This lease shall he subordinate to the provisions and requirements
of any existing agreement between Lessor and the United States relative to the
development and maintenance of the airport.
(a) In the event any agreement between Lessor and the United States
relative to the development and maintenance of the airport results in a total
condemnation or expropriation of the leased premises for public use or purpose,
the term of this lease shall cease and terminate as of the date title vests in
the condemner and all rentals and other payments shall be paid up to that date,
and Lessee shall have no claim against the Lessor for
the value of any unexpired term of this lease. Lessee is not prohibited from
asserting any claim or claims for loss of improvements to the leased premises,
leasehold advantages and/or loss of business opportunity against the United
States.
(b) In the event any agreement between Lessor and the United States
relative to the development and maintenance of the airport results in a partial
condemnation or expropriation of the leased premises for public use or purpose,
then Lessor and Lessee shall each have the right to terminate this lease upon
written notice to the other given at least thirty (30) days prior to the date
title vests in the condemner and all rentals and other payment shall be paid up
to that date. Lessee shall have no claim against Lessor for the value of any
unexpired term of this lease. Lessee is not prohibited from asserting any claim
or claims for loss or improvements to the leased premises, leasehold advantages
and/or loss of business opportunity against the United States.
(c) In the event that neither party shall elect to so terminate
this lease, Lessor, to the extent of the condemnation award, if any, shall
repair and restore the portion not affected by the taking so as to constitute
the remaining premises a complete architectural unit. Thereafter, the rental to
be paid by Lessee shall be adjusted according to the ratio that the square
footage of interior and exterior area remaining in the leased premises bears to
the former area, and all of the other terms of this lease shall remain in full
force and effect.
18.01 Lessee agrees to comply with the notification of and review
requirements covered in Part 77 of the Federal Aviation Regulations in the event
any future structure or building is planned or alteration of any present or
future building or structure situated on the premises.
18.02 It is understood and agreed that nothing herein shall be construed
to grant or authorize the granting of an exclusive right within the meaning of
Section 308 of the Federal Aviation Act of 1958.
18.03 There is hereby reserved by Lessor, its successors and assigns, for
the use and benefit of the public, a right of flight for passage of aircraft in
the airspace above the surface of the premises hereby leased together with the
right to cause in said airspace such noise as may be inherent in the operation
of aircraft, now known or hereafter used for navigation of or flight in the air,
using said airspace for landing at, taking off from or operating on the Airport,
subject to applicable controlling flight restrictions.
18.04 Lessee by accepting this lease expressly agrees for itself, its
successors and assigns, that it will not erect nor permit the erection of any
structure or object or permit the growth of any tree on the land leased
hereunder above a mean sea level elevation of 70 feet. In the event the
aforesaid covenant is breached, Lessor reserves the right to enter upon the land
leased hereunder and remove the offending tree or structure, all of which
shall be at the total expense of Lessee.
18.05 Lessee, by accepting this lease, expressly agrees for itself, its
successors and assigns, that it will not make use of the premises in any manner
which might interfere with the landing and taking off of aircraft from the
Airport, or otherwise constitute a hazard. In the event the aforesaid covenant
is breached, Lessor reserves the right to enter upon the premises hereby leased
and cause the abatement of such interference at the total expense of Lessee.
18.06 This lease and all provisions hereof shall be subject to whatever
right the United States Government now has or in the future may have or acquire,
affecting the control, operations and regulation of said Airport.
18.07 The Lessee and any sublessee, transferee, subtenant, subsidiary,
affiliate, associate, successor or assign for whom consent to acquire an
interest in this leasehold, leased premises and/or privilege under this
operating agreement, is required by the Lessor, shall comply with the
Affirmative Action Plan Program requirements, if it maintains a business located
within Iberia Parish, Louisiana, and uses such business location in any manner
connected with his lease.
18.08 This lease shall be subordinate to and subject to the terms,
conditions, restrictions, and other provisions of any existing permit, lease
and/or agreement between the Lessor and the United States of America and/or any
other local, state or federal agency, relative to the control, operation or
maintenance of the Airport, the execution of which has been or will be required
as a condition precedent to the operation or control of, or to the expenditure
of Federal funds for the Airport. Lessee agrees to be bound by such terms,
conditions, restrictions or provisions.
18.09 Lessee warrants that no improvements shall be erected, placed upon,
operated nor maintained within the premised, nor any business or other activity
conducted or carried on therein or therefrom, in violation of the terms of this
lease, or of any regulation, order of law, statute, by-law, or ordinance of a
governmental agency having jurisdiction and any breach of said warranty shall
constitute a breach of this lease.
ARTICLE XIX. TERMINATION BY LESSOR AND WAIVER OF BREACH
19.00 In the event that Lessee shall fail to perform, keep and observe
any of the terms, covenants or conditions herein, (other than the payment of
rent or fuel flowage fees) Lessor may give written notice to Lessee to use due
diligence to correct such condition or default, and if Lessee fails to correct
such condition or fails to commence action to correct within Thirty (30) days
after receipt of such notice, or fails to diligently pursue such action to
correct after same has been commenced, Lessor may terminate this agreement by
giving ten (10) days notice thereof.
rental by Lessor for any period or periods after default of any of the terms,
conditions, or covenants shall not be deemed a waiver of any right on the part
of the Lessor to cancel this agreement for failure by Lessee to perform, keep or
observe any of the terms, covenants or conditions of this agreement.
ARTICLE XX. ENVIRONMENTAL MATTERS
Authority's Environmental Representations and Warranties.
20.00 Lessor represents and warrants to Lessee, to the best of its
knowledge, as follows:
a. That the Lessor has duly complied with, and the premises is in
compliance with the provisions of federal, state and local environmental, health
and safety laws, codes, ordinances, rules and/or regulations promulgated
thereunder, except as disclosed in the attached environmental site analysis and
report dated December 17, 1996 and annexed hereto as Exhibit "C".
b. That the Lessor has not received any notice, does not know nor
suspect, any facts which might constitute violations of any federal, state or
local environmental, health or safety laws, codes, ordinances, rules and/or
regulations promulgated thereunder, which relate to the use, ownership or
occupancy of the premises, and is not in violation of any covenants, conditions,
easements, rights of way or restrictions affecting the premises or any rights
appurtenant thereto, except as disclosed in the attached environmental site
analysis report.
c. No emission, spill, release or discharge has occurred except in
accordance with a valid governmental permit, license, certificate or approval,
whether on the premises, or sites adjacent to the premises into or upon (i) the
air, (ii) soils or improvements, (iii) surface water or ground water, or (iv)
the sewer, septic system or waste treatment, storage or disposal system
servicing the premises, involving any toxic or hazardous substances or wastes
used, stored, generated, treated or disposed on or from the premises, except as
disclosed in the attached environmental site analysis report.
d. No complaint, order, directive, claim, citation or notice has
been filed by any governmental authority or any other person or entity with
respect to (i) air emissions, (ii) spills, releases or discharges to soils or
any improvements located thereon, surface water, ground water or the sewer,
septic system or waste treatment, storage or disposal systems servicing the
premises, (iii) noise emissions, (iv) solid or liquid waste disposal, (v) the
use, generation, storage, transportation or disposal of environmental, health or
safety matters affecting Lessor, the premises, and any improvements located
thereon, except as disclosed in the attached environmental site analysis report.
e. Prior to the execution of this Lease, or occupancy of the
premises, whichever is later, no reported occurrence of any hazardous discharge
(as defined in Section 20.03 of this Lease
Agreement) except in accordance with a valid governmental permit, license,
certificate or approval or an environmental complaint (as defined in Section
20.04 of this Lease Agreement), except as disclosed in the attached
environmental site analysis report.
x. Xxxxxx has provided Lessee with true, accurate and complete
information pertaining to the environmental history of the premises. Throughout
the term of this Lease, Lessor shall promptly furnish to Lessee true, accurate
and complete copies of all sampling and test results obtained from all
environmental and/or health samples and tests taken at and around the premises
including all sampling and tests results taken by any and all prior occupants of
the premises.
20.01 Lessee's Environmental Indemnification of the Lessor. Lessee agrees
to defend, indemnify and hold harmless Lessor from and against any and all
claims, suits, demands, losses, liabilities, damages, and/or judgments, costs
and expenses (including, without limitation, any and all testing and cleanup
costs and attorneys' and consultants' fees) (hereinafter referred to as
"claims") arising directly or indirectly by reason of a hazardous discharge or
environmental complaint or any violation of an environmental protection, health
or safety law regulation, or requirement governing Lessee, its business
operations, assets or equipment, including without limitation any claims:
a. arising directly or indirectly out of, or relating to, any
investigatory, removal or remedial action involving Lessee's facility or any
governmental authority having jurisdiction under any law; or
b. arising directly or indirectly on account of, or in connection
with, any claim or injury or actual injury to any person or property, relating,
regarding, or in any way pertaining to:
(1) any of Lessee's obligations under the provisions of this
lease,
(2) the existence, treatment, storage, disposal, release,
spill, generation, removal, manufacture or other handling of any hazardous
substances or hazardous wastes on the premises by Lessee caused by or the result
of actions or operations of Lessee, or arising in the course of or relating to
Lessee's business, during the lease term provided that the foregoing indemnity
shall not apply to any hazardous discharge or environmental complaint caused by
or related to the Lessor, prior owners, prior operators, prior occupants or
prior tenants of the premises, or which cannot be shown to have been caused by
or the result of actions or operations of Lessee or arising in the course of or
relating to Lessee's business or Lessee's use of the premises.
20.02 In case any action shall be brought against or commenced against
the Lessor, and in which Lessee may be required to indemnify the Lessor in whole
or in part pursuant to Section 20.01, the Lessor shall have the right to assume
the defense thereof, including the employment of counsel. In cases in which the
Lessor
chooses not to exercise its right to assume its own defense, the Lessor shall
have the right to approve Lessee's choice of counsel, which approval shall not
be unreasonably withheld. In the event that Lessee assumes the defense of the
Lessor subsequent to the Lessor's engagement of defense counsel (it being
understood and agreed that the Lessor shall give Lessee ten (10) days prior
notice before it engages defense counsel), then Lessee shall, upon demand of the
Lessor, immediately reimburse the Lessor for all reasonable legal fees, costs
and disbursements expended or incurred by the Lessor prior to the date Lessee
assumed the defense thereof.
20.03 For purposes of this indemnification, the term "Hazardous
Discharge" shall include any emission, seepage, leakage, spill, discharge,
release or threatened release of any toxic or hazardous substances (as defined
in 42 U.S.C. 9601 et seq.) or hazardous wastes (as defined in 40 C.F.R. 260) at
or from the premises into or upon (i) the air, (ii) surface and subsurface soils
or any improvements located thereon, (iii) surface water or groundwater, or (iv)
the sewer, septic system or waste treatment, storage or disposal system
servicing the premises.
20.04 For purposes of this indemnification, the term "Environmental
Complaint" shall include any complaint, order, directive, claim, citation or
notice by any governmental authority or agency or any person or entity with
respect to (i) air emissions, (ii) spills, releases, or discharges to surface
and subsurface soils or improvements located thereon, surface water,
groundwater, or the sewer, septic system or waste treatment, storage or disposal
systems servicing the premises, (iii) noise emissions, (iv) solid or liquid
waste disposal, (v) use, generation, storage, transportation or disposal of
toxic or hazardous substances or hazardous wastes (as both said terms are
defined hereinabove) or (vi) other environmental, health or safety matters
affecting Lessee's or its operations that occur after the commencement of
Lessee's use of the premises.
20.05 Lessee agrees that the Lessor may at its discretion, conduct such
environmental inspections, audits and test (including soil borings and/or ground
water tests) as it shall deem necessary or desirable in order to evaluate the
environmental status of the premises as it exists. Any and all reports of said
inspections, audits and tests conducted by the Lessor, prior to execution of
this Lease and Agreement, shall define the Environmental Baseline.
20.06 Without limiting any of Lessee's obligations, Lessee agrees
specifically with respect to any contaminants and levels of contamination
identified in the Environmental Baseline as defined in Section 20.05, Lessee
will take appropriate steps, at Lessee's sole cost and expense, to accomplish
any necessary removal, decontamination, site remediation, restoration work,
containment and/or monitoring under any requirement of any governmental entity
having jurisdiction over the premises now or at any time during the lease term.
20.07 Without limiting any of Lessee's obligations, Lessee agrees
specifically with respect to any contaminants and levels of contamination in
excess of those identified in the Environmental Baseline as defined in Section
20.05 and caused by or as a result of actions or operations of Lessee or arising
in the use of or relating to Lessee's business during the lease term, Lessee
will take appropriate steps, at Lessee's sole cost and expense, to accomplish
any necessary removal, decontamination, site remediation, restoration work,
containment and/or monitoring under any requirement of any governmental entity
having jurisdiction over the premises. The aforementioned indemnity provisions
shall service until all such matters included or referred to herein have been
determined to have prescribed by law.
20.08 Environmental Representations and Warranties.
The Lessor represents and warrants to the Lessee, to the best of its
information, knowledge and belief, as follows:
a. The Lessor acknowledges that it has received a final report of the
Site Survey and Assessment for the Iberia Parish Airport Authority dated
December 17, 1996 and has examined same. The Lessor shall furnish Lessee the
report of Subra Company Environmental Consultants. The Lessor acknowledges that
it may exercise its rights to conduct additional sampling, tests, studies and
examinations as contemplated by Section 20.05 hereof. The Lessor shall fully
inform Lessee of the results of such sampling tests, studies and examination.
b. Throughout the lease term, Lessee shall not undertake or permit any
environmental activity other than (i) in compliance with all applicable laws,
(ii) in such a manner as not to present a significant present or potential
health risk to the Lessor. Lessee shall immediately and fully inform the Lessor
of any such breach. If Lessee shall breach the representation provided in this
section, then, in addition to any other rights and remedies which may be
available to the Lessor under this lease or otherwise at law or in equity,
Lessor may require Lessee to take all actions, or to reimburse the Lessor for
the costs of any and all action taken by the Lessor as are necessary to comply
with all applicable laws and to xxxxx any significant present or potential
health risk with respect to any environmental activity conducted or permitted or
any Hazardous Substances or Hazardous Wastes (as both said terms are defined
hereinabove) present at the premises. Lessee's obligation under this section
shall survive the expiration or earlier termination of this Lease.
20.09 No portion of the premises may be used for the subsurface
disposal or storage of radioactive material and/or for the disposal or
subsurface storage of hazardous materials as such term may be defined by the
regulations of the U.S. Environmental Protection Agency, or any local or state
authority. Any and all hazardous material handled or temporarily stored at or on
the premises shall be contained and used in accordance with all applicable laws
and regulations.
ARTICLE XXI. SURRENDER OF PREMISES
21.00 Lessee agrees, that upon the expiration of the terms of this
agreement or cancellation thereof, to vacate the leased premises. All buildings
and improvements thereon will be delivered to the Lessor in good condition,
reasonable wear and tear excepted.
21.01 Lessee shall be allowed to remove trade fixtures not of a permanent
nature so long as the leased premises is not damaged or defaced by said removal.
21.02 If Lessee fails to remove trade fixtures more than thirty (30) days
after the expiration of the lease, Lessor may at its option remove same at
Lessee's cost plus 15% service charge.
21.03 All improvements of a permanent nature made by Lessee during the
primary term of the lease or any extension thereof shall become property of the
Lessor at the expiration of the lease and at no cost to Lessor.
ARTICLE XXII. PRIOR AGREEMENTS AND AMENDMENTS
22.00 Lessor and Lessee agree that this lease and operating agreement
contains all that is applicable to operation of a heavy aircraft maintenance
operator at this facility at Acadiana Regional Airport and that all other prior
agreements relative thereto are ineffective.
ARTICLE XXIII. CAPTIONS
23.00 Lessor and Lessee agree that all headings in this lease and
operating agreement are used solely for convenience and shall be disregarded in
the construction of the agreement.
ARTICLE XXIV. COVENANTS AND CONDITIONS
24.00 Lessor and Lessee agree that each provision of this lease and
operating agreement which is performable by the Lessee and Lessor is herewith
deemed a covenant and a condition of this lease and operating agreement.
ARTICLE XXV. VENUE
25.00 Both parties agree that this agreement shall be construed pursuant
to the laws of the State of Louisiana and the venue for returns at law or equity
upon or affecting this lease and agreement shall be: Iberia Parish, Louisiana.
ARTICLE XXVI. PARTIAL INVALIDITY
26.00 If any section, clause, sentence, word, or provisions of this lease
or the application thereof to any party or circumstances shall, to any extent,
be or become invalid or illegal, and such provision shall thereby become null
and void, the remainder of this lease shall not be affected thereby, and each
remaining provision of this lease shall be valid and enforceable to the fullest
extent
permitted by law.
THIS DONE AND SIGNED at New Iberia, Louisiana on this 23rd day of June,
1999.
WITNESSES: IBERIA PARISH AIRPORT AUTHORITY
/s/ [ILLEGIBLE] /s/ R. Xxxxx Xxxxxx
------------------------- -----------------------------------
BY: R. Xxxxx Xxxxxx, Chairman
/s/ Xxxx Xxxxxxx
-------------------------
AVIATION EXTERIORS LOUISIANA, INC.
(f/k/a Pride Aviation, Inc.)
/s/ [ILLEGIBLE] /s/ Xxxx Xxxxxxxxxx
------------------------- -----------------------------------
BY: Xxxx Xxxxxxxxxx, President
/s/ Xxxxxx Xxxxxxxxx
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IBERIA PARISH GOVERNMENT
/s/ Xxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxxxxxx
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BY: Xxxxxxx Xxxxxxxxxx,
Parish President
/s/ Xxxxxx X. Xxxxxx
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/s/ Xxxxx X. Xxxxxx
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Notary Public
