EXHIBIT 10.6
LEASE
THIS AVIATION GROUND LEASE, referred to as Agreement, effective as of
September 19, 1994, by and between XXXX COUNTY, GEORGIA and THE CITY OF
WAYCROSS, GEORGIA, both body politics organized under the laws of the State of
Georgia, and having their principal offices in the City of Waycross, County of
Xxxx, State of Georgia, herein referred to as Lessor, and GENERAL MANUFACTURED
HOUSING, INC., a corporation organized under the laws of the State of Georgia,
and having its principal office at 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxx xx Xxxxxxxx,
Xxxxxx of Xxxx, State of Georgia, referred to as Lessee.
RECITALS
The Parties recite and declare:
A. Lessor is the owner of an airport known as Waycross Xxxx
County Airport referred to as the Airport.
B. Lessee desires to use the facilities of the Airport.
X. Xxxxxx is willing to lease to Lessee a portion of the
Airport premises together with such rights and privileges as are set forth
in this Agreement.
In consideration of the above recitals, the terms and covenants of
this agreement, and other valuable consideration, the receipt of which is
acknowledged, the parties agree as follows:
SECTION ONE
RENT
A. For the period ending September 30, 1999, Lessee shall pay
to Lessor as annual rental for the tract of $0.02 per square foot of leased
land area. Rent shall be annually or semi-annually at Lessee's option, in
advance, without demand, on the first day of each annual or semi-annual
period. Except for the initial period which shall be for the period from
the date hereto through September 30, 1995, each annual period shall
commence on October 1. Each semi-annual period shall commence on April 1.
B. For the period commencing October 1, 1999, Lessor, at its sole
option, may increase the annual rent to $0.0233 per square foot of leased land
area.
C. For the period commencing October 1, 2004, Lessor, at its sole
option, may increase the annual rent to $0.0266 per square foot of leased land
area.
D. For the period commencing October 1, 2009, Lessor at its sole
option, may increase the annual rent to $.03 per square foot of leased land
area.
E. Provided, however, that if Lessor decides to exercise its right
and option to increase the rent for any of the periods described above, it shall
give Lessee written notice not less than ninety (90) days
in advance of the period commencement date as set forth above; further provided
that Lessee shall have thirty (30) days from receipt of the Notice of Rent
Increase to terminate this Agreement. Lessee shall notify Lessor in writing of
such termination within thirty (30) days of receipt of the Notice of Rent
Increase. Lessee shall have ninety (90) days from such written notice to remove
its improvements, equipment, property and aircraft from the leased premises.
Rent shall be prorated down to the actual date that Lessee vacates the leased
premises.
Nothing herein shall prevent Lessee from Selling to Lessor the
improvements, equipment, and personal property on the leased premises.
SECTION TWO
DESCRIPTION OF LEASED PREMISES
Lessor hereby leases to Lessee and Lessee hereby leases from Lessor
that certain parcel of real property at the Airport together with any
improvements contained on the parcel for Lessee's exclusive use specifically
described as follows:
That tract or parcel of land in Xxxx County, Georgia more fully shown
on the attached drawing, which drawing is incorporated herein by reference.
SECTION THREE
IMPROVEMENT CONSTRUCTION
Lessee may construct improvements on the parcel. Such improvements
shall be subject to requirements such as set-back requirements and paving
requirements for connection to the taxiway as well as for ramp and parking.
All construction shall meet the requirements of applicable building
code and the design shall be harmonious with surrounding structures.
Lessee may modify, improve, replace, repair or remove the improvements
during the term of the Agreement or any extension thereof.
SECTION FOUR
USE OF AIRPORT
Lessee is granted the use, in common with others similarly authorized,
of the airport, together with all facilities, equipment, improvements, and
services which have been or may hereafter be provided at or in connection with
the airport from time to time including, but not limited to, the landing field
and any extensions thereof or additions thereto, roadways, runways, aprons,
taxiways, sewage and water facilities, floodlights, landing lights, beacons,
control tower, signals radio aids, and all other conveniences for flying,
landings, and takeoffs.
SECTION FIVE
RIGHT OF INGRESS AND EGRESS
Lessee shall have at all times the full and free right of ingress to
and egress from the premises and facilities referred to in this
Agreement for Lessee, its employees, customers, passengers, guests, and other
invitees. Such right shall also extend to persons or organizations supplying
materials or furnishing services to Lessee, to include vehicles, machinery, and
equipment reasonably required by such persons or organizations.
SECTION SIX
INSURANCE
Lessee shall procure and maintain in force insurance covering the
leased premises and Lessee's activities thereon. Lessee agrees to indemnify
Lessors against all liability for injuries to persons or damage to property
caused by Lessee's negligent use or occupancy of the leased premises; provided,
however, that Lessee shall not be liable for any injury, damage, or loss
occasioned by the negligence of Lessors or their agents or employees; and
provided further that Lessors shall give to Lessee prompt and timely notice of
any claim made or suite instituted which in any way directly or indirectly
contingently or otherwise, affects or might affect Lessee, and Lessee shall have
the right to compromise and defend the same to the extent of its own interest.
SECTION SEVEN
OBLIGATIONS OF LESSOR
During the term of this Agreement, Lessor shall operate and maintain
the Airport for use by the public. Operation and maintenance by the Lessor
includes providing access to the leased premises for use by Lessee's vehicles.
Under no circumstances shall the Lessor have any responsibility for the
condition of the leased premises after delivery to Lessee.
SECTION EIGHT
OBLIGATIONS OF LESSEE
Lessee shall have sole responsibility to maintain and operate the
leased premises and all improvements placed thereon at Lessee's sole cost and
expense. Under no circumstances shall the Lessor bear any cost or expense.
Lessee accepts the leased premises in its present condition. Lessee declares and
hereby agrees that it is leasing the above described property on its own
examination and judgment and that it is not relying on any representations made
by Lessor or its agents as to location, value, future value, income therefrom or
its production.
Lessee shall, at its sole cost and expense, maintain the leased
premises and improvements in good condition.
Lessee shall allow inspection by Lessor at all reasonable times.
Lessee shall conduct all activity in accord with the laws of the
United States of America and the State of Georgia.
SECTION NINE
INDEMNIFICATION
Lessee and Lessor have no relationship except as landlord and tenant.
Lessee shall be responsible in every respect for all of its acts or omissions.
SECTION TEN
CANCELLATION BY LESSEE
Lessee may cancel this lease by written notice to the Lessor,
whereupon rent shall be prorated as of the date Lessee vacates the parcel, upon
occurrence of one of the following events:
a. abandonment of the Airport by Lessor.
b. assumption of the operation, control or use of the Airport by
United States Government in such manner that substantially restricts Lessee from
operating in a normal manner for a period of ninety (90) consecutive days.
c. existence of an injunction by a Court of competent jurisdiction
preventing or restraining use of the Airport for a period of at least ninety
(90) consecutive days.
d. default by Lessor continuing for at least thirty (30) consecutive
days after receipt from Lessee of written notice to remedy a default.
e. as set forth in Section One, above.
SECTION ELEVEN
CANCELLATION BY LESSOR
This Agreement shall be subject to cancellation by Lessor as follows:
a. When Lessee is in default of payment of rent for a period of
thirty (30) days after written notice from Lessor.
b. When Lessee is in default in performance of any other covenant or
condition required by this Agreement for a period of thirty (30) days after
written notice of the default.
The right to obtain possession of the parcel and to cancel the
Agreement as provided hereinabove shall not limit Lessor's right to obtain
specific performance or to pursue any other remedy provided for by law or this
Agreement. Lessor's right in the event of default shall be cumulative, subject
only to such election of alternatives as the law may require.
SECTION TWELVE
SUBLEASE AND ASSIGNMENT
Lessee shall have the right to sell, sublease, assign or transfer
rights and privileges under this lease only upon prior written consent of the
Lessor which consent shall not be unreasonably withheld.
SECTION THIRTEEN
SECURITY INTERESTS
Lessee may pledge or mortgage the leased premises together with
improvements as collateral for a loan or loans. However, such pledgee or
mortgagee shall not receive rights greater than the rights of Lessee herein.
SECTION FOURTEEN
NOTICES
Any notice given in connection with this Agreement shall be served
upon the Parties to this Agreement either personally or by certified mail and
shall be directed to the following addressees:
LESSOR: Xxxx County, Xxxxxxx
Xxxx Xxxxxx Xxxxxxxxxx
Xxxxxxxx, XX 00000
LESSEE: General Manufactured Housing, Inc.
X.X. Xxx 0000
Xxxxxxxx, XX 00000
Notice served by mail under the provisions of this Section shall be
complete upon deposit in the United States Mail with postage pre-paid. The
address to which notice shall be sent may be changed by notification of such
change in compliance with the provisions of this section and by sending such
notice to the address contained herein.
SECTION FIFTEEN
NO ADDITIONAL CHARGES OR FEES
No charges, fees, or tolls, other than those expressly provided
for in this Agreement, shall be charged or collected by Lessor from Lessee
or any other persons for the privilege of entering or leaving the airport
or, within the limits of the airport, for the privilege of transporting,
loading, unloading, or handling persons, cargo, property, or mail in
connection with Lessee's business.
SECTION SIXTEEN
MAINTENANCE AND UTILITIES
a. During the initial term of this agreement and any renewal
thereof, Lessor shall maintain and keep in good repair so much of the airport
premises as is not under the exclusive control of individual lessees, including,
but not limited to, all roadways, runways, aprons, and taxiways. Lessor shall
also maintain and operate all sewage and water facilities, all electrical and
electronic facilities, and all such other appurtenances and services as are now
or hereafter connected with the operation of the airport.
b. Lessee shall provide for and supply at its expense and shall pay
for all heat, light, gas, electricity, and water used by it in or in connection
with such buildings and facilities.
SECTION SEVENTEEN
RULES AND REGULATIONS
Lessee agrees to observe and obey reasonable rules and regulations
with respect to use of the premises; provided, however, that such rules and
regulations shall be consistent with safety and rules, regulations, and orders
of the Federal Aviation Administration with respect
to aircraft operation at the airport; and provided further, that such rules and
regulations shall not be inconsistent with the provision of this agreement or
the procedures prescribed or approved from time to time by the Federal Aviation
Administration with respect to the operation of Lessee's aircraft at the
airport.
SECTION EIGHTEEN
INSPECTION BY LESSOR
Lessor may enter the premises now or hereafter leased exclusively to
lessee at any reasonable time for any purpose necessary or incidental to the
performance of its obligations under this agreement.
SECTION NINETEEN
GOVERNING LAW
This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Georgia.
SECTION TWENTY
SEVERABILITY
Any covenant, condition, or provision of this Agreement that is held
to be invalid by any court of competent jurisdiction shall be considered deleted
from this Agreement, but such deletion shall in no way affect any other
covenant, condition, or provision of this Agreement so long as such deletion
does not materially prejudice Lessor or Lessee in their respective rights and
obligations contained in the valid covenants, conditions, or provisions of this
Agreement.
SECTION TWENTY-ONE
EFFECT OF AGREEMENT
All covenants, conditions, and provisions in this agreement shall
extend to and bind the legal representatives, successors, and assigns of the
respective parties.
SECTION TWENTY-TWO
CONFORMITY OF AGREEMENT
In the event Lessor enters into any lease, contract, or agreement with
any other Lessee with respect to the airport containing more favorable terms
than this Agreement, or in the event Lessor grants to any other rights or
privileges with respect to the airport that are not accorded Lessee under this
Agreement, then the same rights, privileges, and more favorable terms shall be
concurrently and automatically made available to Lessee.
SECTION TWENTY-THREE
ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties,
and any prior understanding or representation of any kind preceding the date of
this Agreement shall not be binding on either party except to the extent
incorporated in this agreement.
SECTION TWENTY-FOUR
MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by
either party in connection with this Agreement shall be binding only if in
writing signed by each party or an authorized representative of each party.
IN WITNESS WHEREOF, each party to this Agreement has caused it to
be executed at Waycross, Georgia, the day and year above set forth.
XXXX COUNTY, GEORGIA
By: /s/ [ILLEGIBLE]
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Attest: /s/ Xxxx [ILLEGIBLE]
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Signed, sealed and delivered in the
presence of:
/s/ Xxxxx Xxxxxxx
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Witness
/s/ Xxxxxxx X. Xxxx
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Notary Public
My Commission expires: AUGUST 8, 0000
XXXX XX XXXXXXXX, XXXXXXX
By: /s/ [ILLEGIBLE]
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Attest: /s/ [ILLEGIBLE]
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Signed, sealed and delivered in the
presence of:
/s/ [ILLEGIBLE] Xxxxxxx
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Witness
/s/ Xxxxxx X. Xxxxxxx
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Notary Public
My Commission expires: NOVEMBER 22, 1997
GENERAL MANUFACTURED HOUSING, INC.
By: /s/ Xxx Xxxxx
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Attest: /s/ [ILLEGIBLE]
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Signed, sealed and delivered in the
presence of:
/s/ [ILLEGIBLE]
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Witness
/s/ Shelby Xxxx Xxxxxxx
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Notary Public
My Commission expires: NOVEMBER 17, 1997
