Exhibit 10.33
LEASE AGREEMENT
CHAUTAUQUA AIRLINES INC. DBA\USAIR EXPRESS
THIS LEASE AGREEMENT made and entered into this 17th day of June, 1994, by
and between the Indianapolis Airport Authority (hereinafter called "AUTHORITY"),
a municipal corporation in the State of Indiana, with offices at Indianapolis
International Airport Indianapolis, Indiana, and Chautauqua Airlines, Inc.
dba\USAir Express, (hereinafter called "LESSEE"),
WITNESSETH
In consideration of promises made herein AUTHORITY and LESSEE agree on the
following terms and conditions.
1. LEASED PREMISES
The "Leased Premises" as used in this Lease shall consist of 8,253.5
square feet of space located on the third floor of the Administration
Building at Indianapolis International Airport and more particularly
shown on Exhibit "A" dated July 15, 1994, attached hereto and made a
part of this Lease.
2. TERM
The term of this Lease shall be six (6) years commencing July 1, 1994,
and expiring June 30, 2000.
In the event LESSEE shall continue to occupy the Leased Premises
beyond the Lease term or any extension thereof without AUTHORITY's
written renewal thereof, such holding over shall not constitute a
renewal or extension of this Lease, but shall create a tenancy from
month to month which may be terminated at any time by AUTHORITY or
LESSEE by giving thirty (30) days written notice to the other party.
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3. RENTAL
A. LEASED PREMISES
As rental for the use of said Leased Premises and appurtenances
thereto, LESSEE agrees to pay per annum in accordance with the
following rental schedule, payable in advance in twelve (12)
equal payments on the first day of each calendar month.
RENTAL SCHEDULE
9/16/94 THRU 6/30/95 - 8,253.5 sq.ft. x $4.50 p.s.f. = $37,140.75
per year, payable at $3,095.07 per month
7/1/95 THRU 6/30/96 - 8,253.5 sq.ft. x $5.00 p.s.f. = $41,267.50
per year, payable at $3,438.96 per month
7/1/96 THRU 6/30/97 - $,253.5 sq.ft. x $7.00 p.s.f. = $57,774.50
per year, payable at $4,814.55 per month
7/1/97 THRU 6/30/2000 - 8,253.5 sq.ft. x $13.00 p.s.f.=
$107,295.50 per year, payable at $8,941.30 per month
The parties agree that no rental shall be due AUTHORITY
during the initial construction phase but shall commence on the
date of occupancy or September 16, 1994, whichever comes first.
Any partial month of rent shall be prorated. Said rent shall
be payable at the office of the AUTHORITY or such other place as
AUTHORITY may from time to time designate.
B. REIMBURSEMENT OF CONSTRUCTION COSTS
The parties hereby acknowledge that AUTHORITY shall contract
through the public bid process for renovation of the Leased
Premises and AUTHORITY hereby agrees to pay a maximum of one
Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) for said
construction costs.
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LESSEE hereby agrees to reimburse AUTHORITY for the
construction costs in seventy-two (72) equal payments of Two
Thousand Five Hundred Fifty-seven and 00/100 Dollars ($2,557.00)
each, which will be invoiced separately from rental, commencing
July 1, 1994. If LESSEE or AUTHORITY, for any reason whatsoever,
terminates this Lease Agreement prior to the June 30, 2000,
expiration date of this Lease, LESSEE hereby agrees to pay
AUTHORITY the total remaining unpaid balance due for the
construction costs reimbursement upon presentation of invoice by
AUTHORITY. [ILLEGIBLE]
4. PURPOSE
LESSEE shall use the Leased Premises for office space for
administrative functions of LESSEE and for no other purpose.
5. ACCEPTANCE AND IMPROVEMENTS
The parties hereby agree that AUTHORITY will accept public bids for
the renovation of the Leased Premises and will pay said construction
costs up to One Hundred Fifty Thousand and 00/100 Dollars
($150,000.00). Any further improvements to the Leased Premises shall
be made by LESSEE at LESSEE's expense. LESSEE shall submit to
AUTHORITY, its plans and specifications for any proposed improvements
to obtain a work permit as well as complying with such other
conditions required by AUTHORITY. LESSEE shall provide to AUTHORITY a
written certification of improvement costs paid by LESSEE within sixty
(60) days following completion of construction.
6. MAINTENANCE
AUTHORITY agrees to furnish reasonable heat, electricity,
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water and air conditioning. LESSEE agrees to keep the Leased Premises
in a neat, clean and sanitary condition, and LESSEE shall provide
janitorial services required by it to maintain the interior of the
Leased Premises.
7. ALTERATIONS
All fixtures, carpeting and other improvements attached to the
building shall become the property of AUTHORITY upon installation,
subject to LESSEE's leasehold rights. All non-attached personal
property, trade fixtures and equipment shall remain the property of
LESSEE.
8. INDEMNITY
LESSEE agrees to indemnify fully, and save and hold AUTHORITY harmless
from and against all claims and actions and all expenses incidental to
the investigation and defense thereof, based on or arising out of
damages or injuries to third persons or their property, caused by the
fault or negligence of LESSEE, provided, however, that LESSEE shall
not be liable for any injury or damage or loss occasioned by the
negligence of AUTHORITY, its agents or employees, and provided further
that AUTHORITY shall give LESSEE prompt and reasonable notice of any
such claims or actions, and LESSEE shall have the right to
investigate, compromise and defend the same. LESSEE agrees to carry
and keep in force, with a company suitable to AUTHORITY, public
liability insurance covering personal injury and property damage and
such other insurance as may be necessary to protect AUTHORITY herein
from such claims and actions aforesaid. Without limiting its liability
as foresaid, LESSEE agrees to carry and keep in force such
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insurance with single limit of liability for personal injury and
property damage in a sum not less than $1,000,000.00 for any one
accident and to furnish AUTHORITY with proper certificate that such
insurance is in force designating the AUTHORITY as an additional
insured.
9. FIRE INSURANCE
LESSEE may, at its option, maintain fire and extended coverage
insurance upon its property. In the event the Leased Premises are
partially or totally damaged or destroyed by fire or other casualty
and the Leased Premises can be repaired or rebuilt within sixty (60)
days of the date of such occurrence, this Lease shall remain in full
force and effect, and AUTHORITY shall promptly repair such damage at
its own expense, but there shall be a proportionate abatement of rent
for so much of the Leased Premises as may be untenantable during the
period of repair or restoration. If AUTHORITY shall determine that
said Leased Premises has been so damaged that it cannot be repaired or
restored within the limit of time above specified, AUTHORITY may
notify LESSEE of the termination of the Lease Agreement and release
LESSEE from any further liability for the payment of rent from and
after the date of such occurrence of loss. If the loss is caused by
LESSEE or its invitees, LESSEE shall restore the Leased Premises to
the condition immediately before such loss at LESSEE's expense, and
the rent shall not xxxxx.
10. TAXES
LESSEE shall pay all personal property taxes which may be accessed
against furnishings or other personal property belonging to LESSEE
located on the Leased Premises.
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11. ASSIGNMENT
This Lease shall not be assigned, nor the premises sublet or occupied
by others, without written consent of AUTHORITY.
12. TERMINATION OF LEASE
A. TERMINATION BY LESSEE
LESSEE, in addition to all other rights at law or in equity, may
terminate this Lease and terminate its obligations hereunder at
any time that LESSEE is not in default in the payment of rentals
to AUTHORITY and all reimbursement of construction costs have
been paid by LESSEE to AUTHORITY. LESSEE shall provide to
AUTHORITY sixty (60) days advance written notice of said
termination, to be served as hereinafter provided, and by
surrender of the Leased Premises, upon or after the happening of
any one of the following events:
1. The issuance by any court of competent jurisdiction of an
injunction or order, or the enactment of any law, ordinance
or regulation or other act of a governmental body that in
any way prevents or restrains the use of the Airport, so as
to substantially affect LESSEE's use of the Airport;
2. The default by AUTHORITY in the performance of any covenant
or agreement herein required to be performed by AUTHORITY,
and the failure of AUTHORITY to undertake and be continuing
to remedy such default for a period of sixty (60) days after
receipt from LESSEE of written notice to remedy the same;
provided, however, that no notice of termination, as above
provided, shall be of any force or effect if AUTHORITY shall
have remedied the default prior to receipt of LESSEE's
notice of termination; and,
3. The assumption by the United States Government of any
authorized agency thereof of the operation, control, or use
of the Airport and facilities, or
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any substantial part or parts thereof, in a manner as
substantially to restrict LESSEE for a period of at least
thirty (30) days from full use of its Leased Premises, and
in that event, just and proportionate part of the rent
hereunder shall be abated.
B. TERMINATION BY AUTHORITY
AUTHORITY, in addition to all other rights at law or in equity,
may declare this Lease terminated in its entirety, subject to and
in the manner provided in Paragraph A above, upon or after the
happening of any one or more of the following events, and may
exercise all rights of entry and re-entry upon the Leased
Premises:
1. The failure to pay all installments of rent and construction
costs reimbursement when due (with interest) within thirty
(30) days after receipt by LESSEE of written notice to pay
such rent;
2. The filing of LESSEE of a voluntary petition in bankruptcy
or the making of any assignment of all or any part of
LESSEE's assets for benefit of creditors;
3. The adjudication of LESSEE as a bankrupt pursuant to any
involuntary bankruptcy proceedings;
4. The taking by a court of competent jurisdiction of LESSEE or
its assets pursuant to proceedings brought under the
provisions of any federal reorganization act;
5. The appointment of a receiver or a trustee of LESSEE's
assets by a court of competent jurisdiction and the failure
of LESSEE to dismiss the same within ninety (90) days or a
voluntary agreement with LESSEE's creditors;
6. The breach by LESSEE of any of the covenants or agreement
herein contained, and the failure of LESSEE to take
appropriate action to remedy such breach within thirty (30)
days after receipt by LESSEE of written notice from
AUTHORITY; and
7. The abandonment of the Leased Premises.
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13. AUTHORITY'S RIGHT OF ENTRY
AUTHORITY reserves the right to enter upon the Leased Premises to
examine the same and make such repairs, alterations or additions as it
may deem necessary for the safety, improvement or preservation of said
building but at such times not to interfere unreasonably with LESSEE'S
use of Leased Premises.
14. QUIET POSSESSION
AUTHORITY covenants that LESSEE, upon pay paying the rental herein
provided and performing all of the covenants of this Lease to be
performed by it, shall have quiet possession of the premises during
the term hereof and any extension term.
l5. USE OF COMMON FACILITIES
LESSEE shall have the right of ingress to and egress from said Leased
Premises for LESSEE, its officers, employees, agents, customers,
suppliers, patrons and invitees and shall enjoy the same, in common
with others authorized so to do, of said airport terminal and
appurtenances.
16. NON-DISCRIMINATION
LESSEE for itself, its personal representatives, successors in
interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree that (1) no person on the grounds or race,
color, or national origin shall be excluded form participation in,
denied the benefits of, or be otherwise subjected to discrimination in
the use of said facilities, (2) that in the construction of any
improvements on, over, or under such land and the furnishing of
services thereon, no person on the grounds of race, color, or national
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origin shall be excluded from participation in, denied the benefits
of, or otherwise be subject to discrimination, (3) that the LESSEE
shall use the premises in compliance with all other requirements
imposed by or pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary,
Part 21, Nondiscrimination in Federally-assisted programs of the
Department of Transportation-Effectuation of Title VI of the Civil
Rights Act of 1964, and as said Regulations may be amended.
17. AFFIRMATIVE ACTION
The LESSEE assures that it will undertake an affirmative action
program as required by 14 CFR Part 152, Subpart E, to insure that no
person shall on the grounds of race, creed, color, national origin, or
sex be excluded from participating in any employment activities
covered in 14 CFR Part 152, Subpart E. The LESSEE assures that no
person shall be excluded on these grounds from participating in or
receiving the services of benefits of any program or activity covered
by this subpart. The LESSEE assures that it will require that its
covered suborganizations provide assurances to the LESSEE that they
similarly will undertake affirmative action programs and that they
will require assurances from their suborganizations, as required by 14
CFR Part 152, Subpart E, to the same effect.
18. SIGNS
LESSEE shall have the right to place its name in a dignified manner
outside the entrance to said premises. The location
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and form of all signs will be subject to the prior approval of
AUTHORITY, which approval will not be unreasonably withheld.
19. PARAGRAPH HEADINGS
The paragraph headings are inserted only as a matter of convenience in
reference, and in no way define, limit or describe the scope or intent
of any paragraph of this Lease.
20. NOTICE
whenever any notice or payment is required by this Lease to be made,
given or transmitted to the parties hereto, such notice or payment
shall be deemed to have been given if enclosed in an envelope with
sufficient postage attached to insure delivery and deposited in the
United States mail, addressed to:
AUTHORITY....................Executive Director
Indianapolis Airport Authority
Indianapolis International Airport
Box 100, 0000 X. Xxxx Xxxxxx Xx.
Xxxxxxxxxxxx, XX 00000
LESSEE.......................Chautauqua Airlines, Inc.
Xxx 000, 0000 X. Xxxx Xxxxxx Xx.
Xxxxxxxxxxxx, XX 00000
or such other place as either party shall in writing designate in the
manner herein provided.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the date first above mentioned at Indianapolis Indiana.
INDIANAPOLIS AIRPORT AUTHORITY
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
By /s/ Xxxxxx St. Xxxxxx
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Xxxxxx St. Xxxxxx, Vice President
By /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, Secretary
By /s/ Xxxxxxxx X. X'Xxxxxx
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Xxxxxxxx X. X'Xxxxxx, Xx., Member
By /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Member
AUTHORITY
CHAUTAUQUA AIRLINES, INC.
By /s/ [ILLEGIBLE]
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Title Vice President
------------------------
LESSEE
Attachment: Exhibit "A" - Leased Premises
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