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EXHIBIT 10.10
STATE OF LOUISIANA
PARISH OF IBERIA
LEASE AND OPERATING AGREEMENT TO ESTABLISH AND OPERATE
AS A SPECIALTY AVIATION 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 2nd day of October, 1991,
By and Between
The IBERIA PARISH AIRPORT AUTHORITY, a political subdivision duly
created, organized and existing under and by virtue of a resolution of the
Police Jury of Iberia Parish, Louisiana on January 26, 1966, being Resolution
Number 6, hereinafter called "LESSOR" and represented by and acting through
XXXXX X. XXXXXX, its Chairman, duly authorized, having 000 Xxxxxx "X", Xxx
Xxxxxx, XX 00000, as its permanent mailing address, and PRIDE AVIATION,
INCORPORATED, a corporation, herein represented by and acting through XXXXX
XXXX, its President and Chief Executive officer, hereinafter called "LESSEE",
duly authorized by a Resolution of the Directors of said corporation, a copy of
which is attached hereto, having 0000 Xxxxxx Xxxxx, Xxx Xxxxxx, XX 00000 as its
permanent mailing address,
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 locate its specialty aviation operation
on the Airport, and pursuant to State of Louisiana Revised Statutes 2:135.1(I),
wherein, leases of airport operational space, facilities, equipment and other
airport land and improvements at ARA may be entered into without advertising or
competitive bidding with persons engaged in the manufacture, storage,
maintenance, retrofitting, repair, and maintenance of aircraft in excess of one
hundred fifty thousand pounds. Lessor has determined to make the site available
to Lessee to be used for aviation specialty shop operations, therewith.
WHEREAS, the Iberia Parish Airport Authority has determined that Pride
Aviation, Inc., meets all requirements of LRS 2:135.1 (I) and is in possession
of FAA Repair Station Certification No. PHPR948K.
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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 AND PURPOSE, OBJECTS, RIGHTS AND PRIVILEGES
A. Leased Premises
1.00 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:
TRACT NO.1
Beginning at an iron rod on the western edge of a 50' wide concrete slab known
as Industrial Drive, said rod having USNAAS coordinates of Y=47,483.06' and
X=50,228.55'; thence, along the western edge of said Xxxxxxxxxx Xxxxx X00'00'X
90.00' to an iron rod; thence, leaving said Industrial Drive N79'07'W 110.28'
to an iron rod; thence, N10'53'E 90.00' to an iron rod; thence, S79'07'E 110.28
to the point of beginning. Said tract of land contains 0.227 superficial acres.
TRACT NO. 2
From an iron rod on the western edge of a 50' wide concrete slab known as
Industrial Drive, said rod having USNAAS coordinates of Y=47,483.06' and
X=50,228.55'; go along the western edge of Industrial Drive S10'53'W 426.84' to
an iron rod having USNAAS coordinates of Y=47,063.89' and X=50,147.95', said
point being the point of beginning; thence, continuing along the western edge
of Industrial Drive S10'53'W 493.62' to the Point of Curvature of a curve;
thence, on a curve to the right, (said curve having a deflection angle of
117'00', and a radius of 25.00'), a distance of 51.05' to the Point of
Tangency; thence, S37'53'W 1.15' to a point on the northeastern edge of a 50'
wide concrete taxiway; thence, along the northeastern edge of a 50' wide
concrete taxiway N52'07'W 484.98' to a point; thence, leaving said taxiway
N10'42'E 296.75' to a point; thence, S79'07'E 469.95' to the point of
beginning. Said tract of land contains 4.469 superficial acres.
Both tracts of land are more particularly shown and delineated on a Plat of
Survey by X.X. Xxxxx Xxxxxx, Registered Land Surveyor #2794, dated June 9,
1988, attached hereto and made a part hereof.
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Tract No.1 is subject to a right-of-way for Industrial Drive.
Tract No. 2 is subject to a right-of-way for Industrial Drive and to a Public
Aircraft Passage, all as shown on said plat.
These passage areas shall be maintained as a public aircraft passage,
and shall be kept open by Lessee at all times for use as an aircraft passageway
and for use of emergency vehicles.
Lessee is not granted the exclusive use of the common aircraft ramp
areas but Lessor delegates and assigns to Lessee authority to oversee the safe
flow of traffic through these areas and the Lessee shall have and enjoy the
right of ingress and egress to and from the leased premises, the aircraft ramp
areas and the landing areas for airplanes upon the taxiways and roadways of
Lessor. Lessor's roadways, aircraft ramp areas and taxiways shall be used
jointly with other tenants, operators and other designated users at the
airport, and except as may be necessary to protect the safe flow of traffic and
the safety of personnel, aircraft and equipment, Lessee shall not interfere
with the rights and privileges of other persons or firms using said facilities.
Lessor reserves the right to designate, assign and delegate authority over any
and all aircraft ramp areas and, as may be necessary, change, alter, or adjust
said areas to enhance public use and availability, and to protect the safe flow
of all traffic, personnel, aircraft and equipment thereon. Lessor shall act
reasonably in the delegation, designation, assignment, change, alteration
and/or adjustment of said areas to substantially comply with the assignment of
aircraft ramp areas provided.
B. Purpose, Objects, Rights and Privileges
1.01 This agreement vests Lessee with the right and privilege to
operate as a specialized aviation 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.
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1.02 Lessee agrees to provide, and is herein required to provide
the aforementioned and described services and the right and privilege to
operate as an Aviation Specialty Shop 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.
1.03 Lessee shall not engage in those aircraft and aviation
services customerly rendered by an FBO under the airport Minimum Standards. Any
such activity is considered a breach of this lease, or at its option, Lessor
may impose a civil penalty of not more than $500.00 for each violation. Lessor
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 ten (10) years from
the effective date hereof designated as the lst day of February, 1991.
2.01 The term of this lease may be extended, at the option of the
Lessor, if, within the primary term, Lessee adds or contracts for permanent
improvements to be constructed or placed on or made to the land in the amount
of not less than twenty (20) thousand dollars.
2.02 The option to extend the term of this lease must be exercised
by the Lessee giving written notification to the Lessor and upon a proper
showing that such improvements have, in fact, been made or contracted in
accordance with the provisions of Louisiana Revised Statutes, Title II, Section
135.1(B).
X. Xxxxxx'x Construction
2.03 Lessor may provide additional improvements to the leased
premises during the terms and extensions of this lease but is not obligated to
do so.
C. Lessee's Construction
2.04 It may be necessary for the Lessee to make certain
improvements to the exterior of the hangar area within the first twelve (12)
months of the lease as follows:
Modifications to the hangar doors in order to widen the hangar
door openings to 80'.
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2.05 Engineering expertise required for these improvements shall be
provided by a duly licensed engineer. All engineering fees associated with
these improvements shall be the responsibility of the Lessee.
2.06 Lessee may construct buildings and improvements on the leased
premises to facilitate its operations and to conduct its activities and
services.
2.07 All plans and specifications for proposed construction shall
be submitted to the Authority and approved by same prior to the commencement of
construction. Lessee shall demand or provide 100% 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 that may be constructed by
Lessee shall be of pre-engineered metal construction, similar in architectural
design to the present facilities at Acadiana Regional Airport and contain
sufficient area to conduct minimum services therefrom.
2.09 The buildings and improvements shall be constructed at
Lessee's expense and shall, upon completion, be free and clear of all laborers,
mechanics, materialman, contractor, surveyor and architectural liens,
privileges, judgments and obligations excepting valid and approved mortgages
for construction or operations.
2.10 Lessee may provide adequate adjacent hard surfaced parking to
its buildings and improvements to accommodate employees, guests and business
invitees.
2.11 All plans and specifications for proposed construction
improvements shall be furnished by a duly licensed architect or engineer and
approved by Lessor in advance of any construction or renovation.
2.12 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.
2.13 All such improvements shall be and remain the property of
Lessor at the termination or abandonment by Lessee of the leased premises,
without any cost to Lessor, but the use thereof shall be enjoyed by Lessee
during the remaining term of the lease, or any extension thereof, without the
payment by Lessee of additional rental.
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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 operations 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 an annual rental of $16,190.00. The annual
rental shall be due and payable on January 1, of each and every year. The
annual rental may be paid in monthly installments equal to one-twelfth (1/12)
of the annual rental due and payable on the 1st day of each and every month.
3.01 Commencing with and continuing throughout the primary term of
this lease and any and all extensions thereof, Lessee shall pay Lessor rentals,
in cash, annually or monthly, in advance, as follows:
(a) The first five (5) years, an annual rental of $16,190.00 or
monthly installments equal to one-twelfth (1/12) of the annual rental or
$1,350.00; and
(b) Each successive five year period the annual rental shall
increase by 10% of the original annual amount of the lease compounded every
five (5) years reckoning from the date of commencement of the lease and to
include the original lease term and any extensions thereof.
B. Fees On Aircraft Ramp
3.02 Lessee shall pay to Lessor for the privilege of use and
occupancy of the above described aircraft ramp areas royalty fees.
The royalty fees have been included in the annual rental
computation in accordance with the minimum standards and are not listed
separately in this agreement.
C. Fuel Flowage
3.03 The parties agree that in consideration of Lessee receiving
fuel and lubricating oil at Acadiana Regional Airport for aircraft, it shall
pay to the Airport Authority fuel flowage fees as follows:
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(a) an amount equal to four percent (4%) on operator's invoiced
cost of fuel, never less than three cents ($0.03) per gallon, intended for into
plane operations at Acadiana Regional Airport, and
(b) twelve percent (12%) of operator's invoiced cost of oil and
lubricants, never less than nine cents ($0.09) per gallon, delivered to
Acadiana Regional Airport.
3.04 Fuel flowage fees are due and payable by Lessee to Authority,
in cash, monthly on or before the tenth (10th) day of each month. It is
understood that all payments of fuel flowage fees shall be accompanied by a
statement or invoice from the wholesaler or retail fuel and lubricant
distributor who delivered said fuel, oil and/or lubricants to Lessee.
3.05 In the event that Lessee chooses to install additional fuel
tanks on the leased premises, it must first secure written approval from
Authority 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 Xxxxxxxx, Department of Environmental Quality (DEQ)
and the U.S. Environmental Protection Agency (EPA) presently in effect and as
may be amended during the terms of this lease.
D. Delinquency and Default
3.06 In the event, Lessee fails to remit to Authority, in cash, the
advance annual rental (or advance monthly installments equal to one-twelfth
(1/12) of the annual rental) more than 30 days beyond the due date, Lessee
shall be deemed in default of this lease and agreement.
3.07 All annual rental payments (or monthly installments equal to
one-twelfth of the annual rental) due and owing, but unpaid more than 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.
3.08 In the event dispute arises as to the correct amount of rent
due, Authority shall accept the sum tendered by Lessee under protest, and if a
deficiency is subsequently determined, the delinquency charge shall apply only
to the amount of the actual deficiency.
3.09 Should Lessee at any time violate any of the conditions of
this lease requiring the payment of rentals, fuel flowage or other monetary
considerations, or fail to comply with any of its 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
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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.
3.10 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.
3.11 The failure of the tenant to pay the rent punctually or before
the date upon which the rental falls due, shall ipso facto and without demand
or putting in default, 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 tenant or tenants refusing to leave the
grounds leased and to recover monies due the Lessor for past due rentals and
damages for lost rentals occasioned by the tenants. 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 by delinquent
tenants.
3.12 At the expiration of this lease, or its termination for other
causes, Lessee is obligated to immediately surrender possession, and should
Lessee fail to do so, he 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 judgment 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.
3.13 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.
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3.14 In the event it becomes necessary to employ an attorney at law
for the purpose of collecting rental under this lease, by suit or otherwise,
Lessee obligates itself to pay the fees of the attorney so employed which fees
are hereby fixed at the sum of fifteen (15%) per cent of the amount placed in
said attorney's hands for collection, provided that in no event shall said fees
be less than $500.00. If it should become necessary for Lessor to employ an
attorney for the purpose of cancelling the lease because of Lessee's violation
of any other term, Lessee obligates itself to pay the reasonable fees of the
attorney so employed and all costs of said proceedings.
3.15 Rental payments as aforesaid shall be made payable to the:
Iberia Parish Airport Authority
000 Xxxxxx "X"
Xxx Xxxxxx, XX 00000
or to such other department or address as may be specified by Authority 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 FURNISHINGS
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 lease
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.
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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 in
accordance with the Minimum Standards.
ARTICLE VII. MAINTENANCE
7.00 The Lessor shall maintain the roof, walls and foundations of
the premises in good condition.
7.01 Utility line maintenance outside the Lessee's delineated
property boundary shall be the Authority's responsibility.
7.02 Lessor will not be responsible for damage caused by leaks in
the roof, by bursting of pipes, by freezing or otherwise, or by any vice or
defects of the leased property or the consequences thereof except in the case
of positive neglect or failure to take action toward the remedying of such
defects within reasonable time after having written notice from Lessee of such
defects and the damage caused thereby. Should Lessee fail to promptly so notify
Lessor in writing of any such defect, Lessee will become responsible for any
damage resulting to Lessor or other parties.
7.03 Lessee shall maintain interior plumbing fixtures, outlets, and
drains and keep them free from foreign objects and obstructions; maintain the
heating and air conditioning system, including cleaning and removal of filters
and general maintenance; and maintain the electrical system including
replacement of fixtures and lights. Lessee shall maintain inside and outside of
premises up to normal standards. Lessee shall be responsible for major repairs
to the hangar doors, the heating and air conditioning system and major plumbing
repairs.
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7.04 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 electric loads within the
designed capacity of the system as installed or modified.
7.05 Subject to the foregoing, Lessee shall maintain the leased
premises in good repair, ordinary wear and tear accepted. 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.
7.06 Collection and on site storage of wrecked or derelict aircraft
and related items shall be prohibited under the terms and conditions of this
lease. However, Lessee may store for repair or maintenance such aircraft on a
limited basis not to exceed twelve (12) months.
7.07 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 a DEQ approved operator for the
removal and proper disposal of expended lubricating oil, solvents, fuels,
chemicals and other products that may accumulate as a result of the Lessee's
use of the leased premises. The Authority 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 and
clean up including labor and material.
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 waive from taxes on personal or business
property inures to the benefit of Lessee by association, contract or other
relationship to the Airport Authority as a public body.
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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
"A", 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 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 of any suit, claim or action by Lessee,
his agents, employees, invitees or third persons brought against Lessor or the
Iberia Parish Council to recover for or on account of any injury to property or
persons (including death) caused by any vice or defect in or upon said leased
premises, including the buildings, improvements, fixtures and equipments
thereon, or on account of Lessee's operations, Lessee agrees to appear and
adjust, settle or defend 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.
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12.01 Lessee agrees that if Lessor is involuntarily made a party
defendant to any litigation concerning this lease property, not due to any act
or omission of Lessor, Lessee will hold Lessor free and harmless from any
expenses reasonably incurred in defending such action. Lessor shall, at all
times during the term of this lease, be held free and harmless by Lessee from
all liability for damages by reason of any injury to any person or property
while in or upon the leased premises; and Lessee shall, at its own expense
during the term of the lease, carry in full force and effect public liability
insurance covering the Lessor as well as Lessee.
B. Insurance
12.02 Lessee agrees to provide, at its expense, tenants liability
insurance, and to furnish Lessor a certificate of such insurance, with limits
of $100,000.00 for injury to any one person and $300,000.00 for injuries
sustained in any one accident, and with property damage limits of $25,000.00,
which policy shall provide, as a condition for cancellation, for ten (10) days
advance written notice to Lessor and shall name as additional insured, the
Lessor, and the Iberia Parish Council.
12.03 In addition to the above, Lessee shall provide the minimum
insurance requirements as listed below:
(a) Comprehensive Public Liability and Property Damage:
(i) Bodily Injury (each accident) $25,000,000.00 any one
offense and aggregate annually;
(ii) 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) Motor Vehicle Liability: $1,000,000.00 combined single limit;
(c) Workmen's Compensation and Employer's Liability: Up to
Statutory Limit
(d) Hangar Keepers Liability Coverage: $15,000,000.00 any one
aircraft, $30,000,000.00 any one occurrence subject to
$15,000,000.00 deductible each and every loss;
(e) Fire and Extended Coverage on all buildings and improvements
located on the leased premises in an amount of 80% of
replacement cost of the improvements. Replacement cost is
defined as cost to replace the buildings and
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improvements with like materials and like configuration, but
in no case less than $250,000.00. The Lessee shall be allowed
to determine the deductible on this all risk coverage, but
Lessee shall be fully responsible for the payment of any and
all deductibles, whatever they may be. Flood and earthquake
coverage shall not be a requirement of this section. Said
policy shall provide, as a condition for cancellation, ten
(10) days advance written notice to Lessor and shall name
Lessor and the Iberia Parish Council as additional insureds
under the policy.
12.04 In the event the said leased premises or any part thereof are
damaged or destroyed by fire, tornado, or other casualty, so as to render the
same untenantable and said premises cannot be repaired or restored by the
Lessor within ninety (90) days after the happening of such event, then this
lease contract shall terminate and rent shall be paid only to the date of such
damage or destruction.
12.05 In the event said premises can be repaired or restored by
Lessor within ninety (90) days then the Lessor shall immediately repair said
damage at its costs and this lease shall not terminate, but rent shall xxxxx
while said premises are being repaired or restored.
12.06 In the event said premises are damaged by fire, tornado or
other casualty, but not rendered wholly untenantable thereby, this lease shall
not terminate, but the Lessor shall immediately repair the damage at its own
costs and rent shall xxxxx as to that portion of the premises which are
rendered untenantable from the date of such damage until said premises are
restored and rendered satisfactory for occupancy by the Lessee.
12.07 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, (excepting negligence) against
Lessor and the Iberia Parish Council, their individual members, the Airport
Director and their employees and agents.
12.08 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, payable on or before the
first day of the month following written notice thereof to Lessee.
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ARTICLE XIII. NON-DISCRIMINATION
13.00 The Lessee, in exercising any of the right 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 anything to the contrary
herein notwithstanding, as the United States may direct to enforce this
non-discrimination covenant.
13.01 Lessee, as an Aviation Specialty Shop 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 purchasers.
13.02 Lessee shall make its accommodations and/or services available
to the public on fair and reasonable terms without unjust discrimination on the
basis of age, race, creed, color, sex, national origin or physical condition.
13.03 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 age, race, color, creed, 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 or benefits of any
program or activity covered by this Subpart. The Lessee assures that it will
require that its covered sub-organizations provide assurances to the Lessee
that they similarly will undertake affirmative action program and that they
will require assurances from their sub-organizations, as required by 14 CFR
Part 152, Subpart E, to the same effect.
13.04 The Lessor is granted the right to take such actions to
correct anything to the contrary herein notwithstanding, as the United States
may direct to enforce this non-discrimination covenant. Non-compliance of the
above non-discrimination provisions shall constitute a material breach and
subject the lease to immediate termination.
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13.05 Non-compliance with paragraphs 13.00, 13.01, 13.02, 13.03 and
13.04, above shall constitute a material breach thereof and in the event of
such non-compliance, Lessor shall have the right, subject to the provisions of
Article XIX hereof, to terminate this lease and operating agreement and the
estate hereby created without liability therefor, or at the election of Lessor
or the United States, either or both said governments shall have the right to
judicially enforce said paragraphs 13.00, 13.01, 13.02, 13.03 and 13.04.
13.06 Lessee agrees to insert the above five provisions namely
paragraphs 13.00, 13.01, 13.02, 13.03 and 13.04 of this Article XIII, in any
lease, agreement or contract, by which said Lessee grants a right or privilege
to any person, firm or corporation to render accommodations and/or services to
the public on the premises herein leased.
ARTICLE XIV. LESSOR'S RESERVED RIGHTS AND LESSEE'S PROTECTION
14.00 Lessor reserves the right to further develop or improve the
aircraft operating areas of the Airport as it sees fit and to take any action
it considers necessary to protect the aerial approaches to the Airport against
obstructions, together with the right to prevent Lessee from erecting or
permitting to be erected, any building or other structure, including signs and
lighting fixtures, on the Airport which, in the opinion of Lessor, would limit
the usefulness of the Airport or constitute a hazard to aircraft.
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.
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.
14.03 The Lessor reserves the right, but shall not be obligated to
the Lessee, to maintain and keep in repair the landing area of the Airport and
all publicly-owned facilities of the Airport, together with the right to direct
and control all activities of the Lessee in this regard.
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14.04 In the event Lessor's exercise of the rights reserved under
Article XIV shall render it impossible or impracticable for Lessee to conduct
business as an Aviation Specialty Shop Operator at the leased premises as
contemplated hereunder, Lessee shall have the option, exercisable by giving 90
days written notice to Lessor, of terminating this lease.
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
000 XXXXXX X
XXX XXXXXX, XXXXXXXXX 00000
and to Lessee as follows:
PRIDE AVIATION, INC.
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.
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ARTICLE XVII. SUBLETTING, ASSIGNMENT AND MORTGAGE
17.00 Any mortgage, pledge, hypothecation, encumbrance, transfer,
sublease or assignment (hereinafter in this lease referred to collectively as
"encumbrance") of Lessee's interest in the premises or any portion thereof must
first be approved in writing by the Authority. If Lessee grants an encumbrance
without first obtaining approval of the Lessor, such act shall constitute a
material breach of this lease and Lessor may terminate this lease.
17.01 No mortgage, pledge, hypothecation or encumbrance shall bear
against immovable property owned or operated by the Authority. Lessee does not
have authority, right, or privilege to mortgage lands, buildings or
improvements existing prior to the effective day of the lease. An encumbrance
which has not received prior approval by Authority in writing as aforesaid
shall be void and of no force and effect.
17.02 Any mortgage, pledge, hypothecation, encumbrance, deed of
trust or instrument offering such land and/or buildings for security without
obtaining the prior written consent of said agency is null and void and shall
have no force or effect.
17.03 Should Authority consent to any encumbrance, such consent
shall not constitute a waiver of any of the condition, terms and covenants of
this lease. Such terms, covenants, or conditions shall apply to each and every
encumbrance hereunder and shall be severally binding upon each and every
encumbrancer, assignee, transferee, subtenant, or other successor in interest
of Lessee.
17.04 Any document to transfer, sublet, assign or encumber the
premises or any part thereof shall incorporate directly or by reference all the
provisions of this lease.
17.05 Occupancy of the premises by a prospective transferee,
sublessee, assignee, assignment or encumbrancer before approval of the
transfer, sublease, assignment or encumbrance by Authority is deemed an
unauthorized activity and shall constitute a breach of this lease. Failure of
Lessee to cease, remove or prohibit an unauthorized activity after notification
by Lessor in writing shall constitute a material breach of this lease and shall
be grounds for termination.
17.06 Authority agrees that it will not arbitrarily withhold consent
to any encumbrance, but Authority may withhold consent at its discretion if any
of the following conditions exist:
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1. Lessee or any of his 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 Authority;
2. The prospective encumbrancer has not agreed in
writing to keep, perform, and be bound by all the terms, covenants and
conditions of this lease;
3. All the terms, covenants and conditions of the
encumbrance including the consideration therefor of any and every kind have not
been revealed in writing to Authority;
4. In any event, Lessee shall not be released from the
obligations of this lease;
5. The nonrefundable processing fee of $500.00 required
by Lessor has not been paid to Lessor; or
6. Any member of the local, state or Federal government,
or any resident Commissioner of the Lessor be admitted to any share or part of
this agreement or to any benefit that may arise hereunder. This provision shall
not be construed to extend to agreements made with a corporation for the
general benefit of any such party.
17.07 An application fee of $500.00 shall be paid to Authority for
processing a request to mortgage, pledge, hypothecate, encumber, assign,
transfer or sublease. This application fee shall be due upon application and
shall not be refundable.
17.08 Notwithstanding the provisions of Article XVI, Authority
agrees upon written request by Lessee to execute its written consent to an
assignment of this lease to an assignee 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 an encumbrance,
Lessee shall furnish Authority a complete copy of the encumbrance and note to
be secured thereby, together with the name and address of the proposed holder
hereof;
2. Said assignee and all rights acquired by said
assignee under said encumbrance shall be subject to each and every covenant,
condition and restriction set forth in this lease and to all the rights and
interests of Authority, thereunder except as herein otherwise provided;
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3. In the event of any conflict between the provisions
of this lease and the provisions of any such encumbrance, the provisions of
this lease shall govern and control; and
4. Upon and immediately after the recording of an
encumbrance affecting the premises, Lessee, at Lessee's expense, shall cause
to be recorded in the Office of the Clerk of Court, Iberia Parish, Louisiana, a
written request by Authority for notice of default and of any notice of seizure
and/or sale under the encumbrance as provided by the statutes of the State of
Louisiana relating thereto.
17.09 Authority agrees that it will not terminate this lease because
of a default or breach on the part of Lessee if the assignee under any
encumbrance to which Authority has given its consent, within sixty (60) days
after service of written notice on the assignee by Authority of its intention
to terminate this lease for such default or breach, shall:
1. Cure such default or breach if the same can be 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 covenants and conditions
of this lease requiring the payment of expenditure of money by Lessee until
such time as the security shall be sold upon foreclosure pursuant to the
encumbrance or shall be released or reconveyed thereunder; provided, however,
that if the assignee shall fail or refuse to comply with any or all of the
provisions of this paragraph, then and thereupon, Authority shall be released
from its covenant of forbearance.
17.10 In the event of default not curable as aforementioned,
assignee shall commence steps and proceedings for the exercise of the power of
seizure and sale under and pursuant to the encumbrance and in the manner
provided by law, but assignee will first offer and Authority shall have the
option to purchase, all rights, titles, and interests in the security
encumbered under said encumbrance directly from assignee and without public
sale for the then outstanding balance due on the note or notes secured by said
encumbrance.
17.11 In the event Authority does not exercise its option to
purchase from the assignee as provided above, then the prior written consent of
Authority 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 an encumbrance by judicial foreclosure or by an assignment in lieu
of foreclosure; or,
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b. To any subsequent transfer by the assignee if the
assignee 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 assignee forthwith gives notice to Authority in writing of any such
transfer, setting forth the name and address of the transferee, the effective
date of such transfer, and the express agreement of the transferee assuming and
agreeing to perform all of the obligations under this lease, and submits to
Authority a copy of the document or transfer.
17.12 Lessee for itself, its representatives, successors in
interest, and assigns, as a part of the consideration 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 of, or be otherwise subjected to
discrimination in the use of said facilities;
2. That in the 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 pursuant to Title 49, Code of Federal
Regulations of the Department of Transportation, Subtitle VI of the Civil
Rights Act of 1964, and as said regulations may be amended; and
4. That in the event of a breach of any of the above
non-discrimination covenants, Authority 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.
17.13 Authority reserves the right to further develop or improve the
landing area of the Airport as it sees fit, regardless of the desire or view of
the Lessee, but without unreasonable interference or hinderance to Lessee.
17.14 Authority reserves the right, but shall not be obligated to
Lessee to maintain and keep in repair the landing area of the Airport and all
publicly owned facilities of the Airport, together with all the right to direct
and control all activities of Lessee in this regard.
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ARTICLE XVIII. RIGHTS OF THE UNITED STATES GOVERNMENT
18.00 This lease shall be subordinate to the provisions and
requirements of any existing agreement between Authority and the United States
relative to the development and maintenance of the Airport. In the event
Lessor's exercise of the rights reserved here under shall render it impossible
or impracticable for Lessee to conduct business as an Aviation Specialty Shop
at the leased premises as contemplated hereunder, Lessee shall have the option,
exercisable by giving 90 days written notice to Lessor, of terminating this
lease.
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 contained
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 Authority, 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 59 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 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 expense of
Lessee.
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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 sublessees/assignees for whom a "Consent to
Sublease" is required by the Authority, maintaining a business located within
Iberia Parish and using such business location in any manner connected with
this lease, shall comply with the Affirmative Action Plan Program requirements.
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 Authority 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 premises, 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
A. Termination by Lessor
19.00 In the event that Lessee shall fail to perform, keep and
observe any of the terms, covenants or conditions herein contained, 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 default within thirty
(30) days after receipt of such notice, Lessor may terminate this agreement by
giving ten (10) days notice thereof.
19.01 No default on the part of the Lessee shall be deemed to
continue so long as Lessee shall have taken action to correct the same and
shall be diligently prosecuting such action.
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19.02 In any case, where Lessor shall be entitled hereunder to
terminate this lease agreement for failure of the Lessee to correct or cure a
default after due notice, Lessor may, as an alternative to termination of the
lease agreement, perform the obligation imposed under this lease and operating
agreement for the account of and at the expense of the Lessee and the same
shall be paid by Lessee as additional charges due under the lease.
19.03 Lessor may terminate this agreement and all of its obligations
hereunder by giving Lessee ten (10) days written notice upon or after filing by
Lessee of a voluntary petition in bankruptcy.
19.04 Lessor may terminate this agreement and all of its obligations
hereunder by giving Lessee sixty (60) days written notice upon or after failure
of Lessee to vacate or set aside the following:
a. If involuntary proceedings in bankruptcy be
instituted against the Lessee and the Lessee
is thereafter adjudicated a bankrupt pursuant
to such proceedings;
b. If a court shall take jurisdiction of the
Lessee pursuant to proceedings brought under
the provisions of any Federal Reorganization
Act; or
C. If a receiver of Lessee's assets be appointed.
19.05 Lessor may terminate this agreement and all of its obligations
hereunder by giving Lessee ten (10) days written notice upon the happening of
either or both of the following events:
a. If Lessee shall voluntarily abandon and
discontinue the conduct and operation of its
service at the Airport for a continuous
period of 30 days; or
b. If Lessee shall abandon any of the premises
leased to it hereunder at any time, except
when such abandonment be caused by fire,
flood, earthquake, war, strike or other
calamity beyond Lessee's control.
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B. Waiver of Breach
19.06 No waiver by Lessor of any of the terms, covenants, or
conditions hereof to be performed, kept or observed by Lessee shall be
construed to be or act as a waiver of any subsequent default of the terms,
covenants, and conditions. The acceptance of 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. SURRENDER OF PREMISES
20.00 Lessee agrees, that upon the expiration of the terms of this
agreement or sooner 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 accepted.
20.01 Lessee shall be allowed to remove trade and fixtures not of a
permanent nature so long as the leased premises is not damaged or defaced by
said removal.
20.02 If Lessee fails to remove fixtures and improvements more than
ninety (90) days after the expiration of the lease, Lessor shall remove same at
the cost of the Lessee.
20.03 All improvements of a permanent nature made by Lessee during
the term of the lease or any extension thereof shall become property of the
Lessor at the expiration of the lease.
ARTICLE XXI. PRIOR AGREEMENTS AND AMENDMENTS
21.00 Lessor and Lessee agree that this lease and operating
agreement contains all that is applicable to Lessee's operation of an Aviation
Specialty Shop operator at Acadiana Regional Airport and that all other prior
agreements relative thereto are ineffective.
ARTICLE XXII. CAPTIONS
22.00 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 XXIII. COVENANTS AND CONDITIONS
23.00 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.
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ARTICLE XXIV. VENUE
24.00 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 XXV. PARTIAL INVALIDITY
25.00 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 2nd day of Oct, 1991.
WITNESSES IBERIA PARISH AIRPORT AUTHORITY
/s/ M.I. LASSERRY, JR. By: /s/ XXXXX X. XXXXXX
------------------------------ ---------------------------------
Xxxxx X. Xxxxxx, Chairman
/s/ XXXXXX X. XXXXXX
------------------------------ PRIDE AVIATION, INC.
/s/ M.I. LASSERRY, JR. By: /s/ XXXXX XXXX
------------------------------ ---------------------------------
Xxxxx Xxxx, President and
/s/ XXXXXX X. XXXXXX Chief Executive Officer
------------------------------
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