STANDARD LEASE AGREEMENT
FOR BUILDING 6828
ATTACHMENT C
STANDARD LEASE AGREEMENT FOR
BUILDINGS 553 AND 739
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITYSTANDARD LEASE AGREEMENT (BUILDINGS 553 AND 739) This Lease Agreement (the “Lease”), dated this _________ day of ______________, 2021, for reference purposes only, is made by and between the SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (“SCLAA”), a California joint powers authority, (hereinafter referred to as “Lessor”) and COMAV TECHNICAL SERVICES, LLC, (“ComAv”) a Delaware Limited Liability Company (hereinafter referred to as “Lessee”). Lessor and Lessee are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.”RECITALSA. The United States Air Force (“Air Force”) and the Victor Valley EconomicDevelopment Authority (“the Authority”) have previously entered into certain Department of the Air Force Leases pertaining to portions of former George Air Force Base, which is now known as Southern California Logistics Airport (“SCLA”) (hereinafter referred to as the “Air Force Leases”).B. The Authority has delegated its decision-making authority with respect tothe SCLA to the Lessor, which now has the authority to enter into transactions on behalf of the Authority. C. The Air Force (“Grantor”) and the SCLAA (“Grantee”) have entered intocertain Air Force Quitclaim Deed(s) (“Quitclaim Deed(s)”), which release and forever quitclaim to the Grantee all the real property described in such Quitclaim Deed(s), subject to the Covenants, Conditions and Restrictions set forth in the Quitclaim Deed(s). D. Lessee seeks to lease from the Lessor a portion of the real property subjectto the Quitclaim Deed(s) (hereinafter defined as the “Leased Premises” and described more fully below) under the terms and conditions set forth in this Lease. E. Although the Leased Premises are subject to and governed by theCovenants, Conditions and Restrictions of the Quitclaim Deed(s), certain portions of the SCLA (some of which may include appurtenances, access/use rights, privileges and/or easements associated with the Leased Premises) are subject to the provisions and conditions of the Air Force Leases, and Lessee shall be subject to and comply with any and all provisions and conditions of such Air Force Leases as applicable. F. The Parties previously entered into a lease for Building 739 on May 21,2020, and the Parties intend that this Standard Lease Agreement will supersede the Building 739 Lease in its entirety and said Building 739 Lease shall be of no further force and effect upon the execution by the Parties hereof.
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TERMS AND CONDITIONS1. Leased Premises. Subject to the terms and conditions herein contained, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor the Leased Premises described as follows: (a) A portion of that certain real property designated as Building 553, located on the SCLA grounds at 13123 Aerospace Drive, Victorville California 92394, comprised of approximately of Twenty-Two Thousand Two Hundred Fifty-Eight (22,258) square feet of office and warehouse space and approximately Seventy-One Thousand Two Hundred Ninety-One (71,291) square feet of fenced yard space, and Building 739, located on the SCLA grounds at 18676 Phantom West, Victorville California 92394, comprised of approximately Twelve Thousand Five Hundred Eleven (12,511) square feet of office, storage and warehouse space, together with the improvements thereon, as depicted in Exhibit A attached hereto and incorporated herein by this reference; and (b) all appurtenances, rights, privileges and easements in any way applicable thereto. 2. Term. The Initial Term of this Lease shall be for a period of five (5) years, commencing on January 1, 2022, (the “Lease Commencement Date”) and expiring on December 31, 2026, (the “Expiration Date”) unless sooner terminated or extended as hereinafter provided. 3. Option to Extend Term. Upon expiration of the Initial Term, Lessee shall have the option to renew this Lease for one (1) additional five (5) year term (the “Option Term”), provided that: (1) Lessee is in good standing and otherwise in full compliance with all of the terms and conditions of this Lease; (2) Lessee provides Lessor written notice of its desire to renew no later than three hundred sixty-five (365) days prior to the expiration of the Initial Term; and (3) Lessor confirms in writing Lessee’s Option Term. Upon confirmation of such exercise by Lessor, all references to the Expiration Date shall mean December 31, 2031. All further references to the Term of this Lease shall mean and include the Initial Term and any confirmed Option Term. 4. Termination. This Lease shall only terminate prior to the Expiration Date for such reasons as are specifically set forth in the provisions of this Lease. In addition, the Parties agree that this Lease shall supersede in its entirety the Building 739 Lease dated May 21, 2020, which Building 739 Lease shall hereafter be deemed terminated. 5. Right to Terminate for Development. With respect to any building or facility comprising the Leased Premises (including any additional access or rights of use specified in this Lease) which Lessee occupies pursuant to this Lease, after Lessee’s execution of this Lease, Lessor shall have the right, upon giving Lessee ninety (90) days’notice in writing, to terminate this Lease. Such right shall only be exercised in good faith to the extent Lessor requires the current space for the development of the SCLA.
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6. Rent.
(a) Monthly Base Rent. During the first year of the Initial Term, Lessee shall pay to Lessor as rent for the Leased Premises the amount of Fourteen Thousand Seven Hundred Forty-Eight Dollars and Eighty-Nine Cents ($14,748.89) per month (the “Monthly Base Rent”). Commencing on January 1, 2023, the Monthly Base Rent shall be increased by three percent (3%), and on each annual anniversary of the Lease Commencement Date thereafter during the Term (or during any Option Term exercised in accordance with the provisions of Section 3 hereof), the then-current Monthly Base Rent shall be increased by an additional three percent (3%). All further references to the Monthly Base Rent shall mean and include any such increased amount as calculated under the provisions of this paragraph.
(b) Tenant Improvements. Within five (5) months of the Lease Commencement Date, Lessee shall undertake and substantially complete, at its sole expense, certain tenant improvements to the Leased Premises (the “Tenant Improvements”) as further described in Exhibit E attached hereto and incorporated herein by this reference. Lessee shall construct the Tenant Improvements in accordance with Sections 14, 17 and 22 of this Lease, using its own staff and/or properly licensed and insured contractors and in full compliance with any applicable prevailing wage or public bidding requirements.
(c) Rent Credits. As consideration for substantially completing the Tenant Improvements within the time period set forth above, and subject to the provisions of subsections I and II hereof, Lessor shall, commencing July 1, 2022, and continuing for five (5) consecutive months of the Initial Term of this Lease, provide Lessee with a monthly rental credit in an amount equal to one fifth (1/5) of the total costs of the Tenant Improvements to Building 553 and 739, which are estimated to be Sixty-Nine Thousand Dollars ($69,000). The rental credit shall be based upon actual costs incurred by Lessee to construct the Tenant Improvements, as verified and approved by Lessor pursuant to subsection I below, but in no event shall exceed a total of Sixty-Nine Thousand Dollars ($69,000). The rental credit shall be applied on a monthly basis for five (5) months toward the Lessee’s Monthly Base Rent in an amount not to exceed Thirteen Thousand Eight Hundred Dollars ($13,800), effective July 1, 2022 as set forth above.
I. Following the substantial completion of the Tenant
Improvements, Lessee shall provide to Lessor all invoices and Tenant Improvement Certifications, as further described in Exhibit F, and other evidence of actual cost incurred together with a cost summary cover page (the “Close-Out Statement”). Upon receipt of the Close-Out Statement, Lessor shall verify same and calculate the actual total amount of the rent credits due to Lessee.
II. Should Lessee not substantially complete the Tenant Improvements within five (5) months following the Lease Commencement Date (May 31, 2022) and provide a Close-Out Statement to Lessor documenting the actual costs incurred, Lessee shall not be eligible for rent credits described in Section 6.c.
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(d) Payment. Monthly Base Rent shall be payable in advance prior to the first (1st) day of each calendar month and without demand to: Southern California Logistics Airport AuthorityAttention: Airport Director 18374 Phantom WestVictorville, California 92394 or at such other place as Lessor may designate in writing from time to time. Lessee shall also pay to Lessor within thirty (30) days of presentation of an invoice, such other chargesas it may incur for use of facilities and services at the SCLA which shall be charged in accordance with the SCLA Rules and Regulations as set forth in Exhibit B, attached hereto and incorporated herein by this reference, as such may be amended from time to time by Lessor. 7. Security Deposit. Lessee shall deposit with the Lessor upon execution hereof Fourteen Thousand Seven Hundred Forty-Eight Dollars and Eighty-Nine Cents($14,748.89) with Four Thousand Three Hundred Seventy-Nine Dollars ($4,379) already on deposit with Lessor as security for Lessee’s faithful performance of Lessee’s obligations hereunder (the “Security Deposit”). If Lessee fails to pay rent or other charges due hereunder, fails to pay any utility or service provider, or otherwise defaults with respect to any provision of this Lease, the Lessor may use, apply or retain all or any portion of said deposit for payment of any rent or other charges in default or for the payment of any other sum to which the Lessor may become obligated by reason of Lessee’s default, or to compensate the Lessor for any loss or damage which the Lessormay suffer thereby. The Security Deposit amount must be maintained by Lessor in the minimum amount of the Security Deposit required under this section. 8. Brokerage Commission. Lessor and Lessee represent and affirm to each other that they have not had any dealings with any real estate brokers, finders or agents and no commissions or fees are payable by either Party in connection with this Lease. 9. Late Charge. Lessee hereby acknowledges that late payment by Lessee to Lessor of any installment of rent, or any other sums due hereunder will cause Lessorto incur costs not contemplated by the Lease, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of rent, or any other sum due from Lessee is not received by the Lessor within ten (10) days after such amount is due, whether or not any notice of default or other notice has been given, Lessee shall pay to the Lessor a charge equal to six percent (6%) of the amount past due (the “Late Charge”), in addition to the payment of the past due amount itself. The Parties hereby agree that such Late Charge represents a fair and reasonable estimate of the costs the Lessor will incur by reason of late payment by Lessee, and no more than one Late Charge shall be assessed per month. Notwithstanding the foregoing, in the event the Lessee elects to make annual payments in advance, then no Late Charge shall apply.
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10. Limited Right to Possession of the Leased Premises. Lessor shall deliver possession of the Leased Premises to Lessee on or before the Lease Commencement Date, free and clear of all tenants, occupants, and right of any third parties except as hereafter provided in this Section 10. Lessee agrees that its possession of the Leased Premises shall be subject to any outstanding easements and rights-of-way not within the control of the Lessor and further to the right of entry by the Air Force and such other government entities as provided for under the Quitclaim Deed(s). The Lessor shall use best efforts to ensure the quiet use and enjoyment of the Leased Premises by Lessee. However, unreasonable interference by Lessor or the Air Force with Lessee’s quiet enjoyment of the Leased Premises that results in material and demonstrable financial detriment to Lessee and Lessee being unable to continue its business functions in a commercially reasonable manner, shall be grounds for termination of the Lease by Lessee. 11. Holding Over. In the event Lessee, with the Lessor’s prior written consent, holds over and continues in possession of the Leased Premises, or any part thereof, after the Expiration Date of this Lease, such occupancy shall be considered a month-to-month tenancy subject to all the terms and conditions of this Lease in effect on the day immediately preceding the Expiration Date, except that the Monthly Base Rent for any such holdover period shall be increased to one hundred fifty percent (150%) of the Monthly Base Rent. If Lessee, without the Lessor’s prior written consent, holds over or continues in possession of the Leased Premises, or any part thereof, after the Expiration Date of this Lease, such occupancy shall be deemed a tenancy at sufferance, permitting the Lessor to immediately commence eviction proceedings without notice to Lessee. 12. Right to Relocate. With respect to any building which Lessee occupies pursuant to this Lease, after Lessee’s execution of this Lease, Lessor, to the extent required by the SCLAA, shall have the right, upon giving Lessee ninety (90) days notice in writing, to provide and furnish Lessee with space elsewhere in such other building within the boundaries of the SCLA of approximately the same size and with similar characteristics and amenities (such as access to streets and runways) as the Leased Premises, and to place Lessee in such new building space at the Lessor’s expense. Such right shall only be exercised in good faith to the extent the Lessor requires the Leased Premises for the development of the SCLA. In the event Lessor moves Lessee to said new space within any building then this Lease with respect to the original Leased Premises and each and all of the terms and covenants and conditions thereof shall thereupon remain in full force and effect and be deemed applicable to such new space. If the space in the building is smaller in size than the existing Leased Premises, then Lessor shall receive a reduction in rent equal to the difference between the size (using interior square footage) of the existing Leased Premises and the size of the new building. However, Lessee shall not be assessed additional rent if the new space is larger in size the Lessee’s then existing Leased Premises, unless the new building exceeds the size of the existing Leased Premises by more than fifteen percent (15%). Lessee reserves the right to reject relocation to a specific location which does not comply with the terms of this provision.
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13. Maintenance. Except for excessive repair and maintenance necessitated solely by Lessor’s activities, Lessee shall at all times during the Term hereof and until surrender and termination, keep and maintain the Leased Premises in good and substantial order and repair, and shall undertake all necessary repair and maintenance of the Leased Premises. Lessee shall be responsible for all operating expenses associated with maintaining the Leased Premises including, but not limited to: cleaning; light bulb replacement; procurement of supplies and maintenance materials; preventative maintenance; repair; signs; sidewalks; all monthly, quarterly, and annual inspection/servicing and repair of the Leased Premises mechanical, electrical, lighting, plumbing, and life safety systems; furniture and window cleaning; servicing of fire extinguishers and fire suppression systems; repairs to trade fixtures and/or equipment, doors, ceilings, roofing, floors; exterior painting, resurfacing paved exterior areas and the like; landscaping of parking lot, associated fees, etc. Lessee agrees at Lessee’s sole cost and expense to procure and maintain throughout the Term of this Lease, or any extension thereof, contracts for the inspection/servicing and maintenance of HVAC equipment, fire extinguishing and suppression systems, fire alarms and/or smoke detection systems, and air compressor systems. Lessee also agrees throughout the Term (or any extension thereof) to supply copies of all such contracts and any fire or life safety related certifications and/or inspection records to the Lessor in a timely manner.Lessor discloses that HVAC unit in Building 553 is not operative and cannot be repaired. 14. Use and Condition of Leased Premises. The Leased Premises are to be used by Lessee for those purposes more particularly provided for in Exhibit D, attached hereto and incorporated herein by this reference, and for no other purpose unless expressly agreed to by the Lessor in writing. Lessee agrees to use the Leased Premises in such a manner as to not interfere with the Lessor’s rights in the Leased Premises or the surrounding areas, to comply with all airport rules and regulations, all applicable governmental laws, ordinances, and regulations in connection with its use of the Leased Premises, to keep the Leased Premises in a clean and sanitary condition, and to use all reasonable precaution to prevent damage, or injury to the Leased Premises. (a) Permits. Lessee, at its sole cost and expense, shall apply for and obtain any and all permits and/or certifications required by any federal, state or local governmental entity, including but not limited to the Mojave Desert Air Quality Board, in connection with the painting, maintenance and/or overhaul of aircraft in or about the Leased Premises. Such permits shall include, but not be limited to, any which may be required for the air handling and ventilation requirements for the Leased Premises. Furthermore, Lessee shall coordinate and cooperate with the Mojave Desert Air Quality Board as may be required from time to time. Any and all such permits and/or certifications shall be obtained in such a manner so as to run in favor of the Leased Premises and/or the Lessor, and such permits or certifications shall remain with the Leased Premises upon the expiration or termination of the Lease. (b) No Warranties. Except as provided herein, Lessee agrees that no promises, covenants, representations, statements or warranties have been made on behalf of the Lessor to Lessee respecting the condition of the Leased Premises, or the SCLAA Standard Lease Page 7 ComAv Buildings 553 & 739
manner of operating the Leased Premises or the maintaining of any repairs to the Leased Premises. (c) Acceptance of Leased Premises. Lessee acknowledges that it has satisfied itself by its own independent investigation that the Leased Premises are suitable for its intended use, and that neither the Lessor nor the Lessor’s agent or agents have made any representation or warranty as to the present or future suitability of the Leased Premises for the conduct of Lessee’s business. Lessee’s taking possession or use of the Leased Premises for any purpose shall constitute Lessee’s acceptance of the Leased Premises “as-is” in its existing condition, which condition shall be established as set forth in Exhibit D.(d) Notice of Presence of Asbestos and Lead-Based Paint. Lessee, its successors and assigns are warned that the Leased Premises may contain asbestos materials and lead-based paint materials. No warranties, either expressed or implied, are given with regard to the quantity, location or condition of the asbestos containing materials or the lead-based paint materials. Lessee, its successors, and assigns, shall be deemed to have relied solely on their own judgment in assessing the overall condition of all or any portion of the Leased Premises, including any asbestos hazards or lead-based paint hazards or concerns. Lessee acknowledges that Lessee was given every opportunity to inspect the Leased Premises to assess the risk, if any, from asbestos containing material or lead-based paint materials. The Lessor assumes no liability for damages for personal injury, illness, disability or death to Lessee or to Lessee’s successors, assigns, employees, invitees, or any other persons subject to Lessee’s control or direction, or to any person, including members of the general public arising from or incident to the purchase, transportation, removal, handling, use, disposition or any activity causing or leading to contact of any kind whatsoever with asbestos or lead-based paint on the Leased Premises which is the subject of this Lease, whether Lessee, its successors or assigns has or have properly warned or failed to properly warn the individuals injured. Lessee, its successors and assigns, further agree that in its use and occupancy of the Leased Premises, it will comply with all federal, state and local laws relating to asbestos and lead-based paint. (e) Personal Property. Lessee shall, at the termination of this Lease, by lapse of time or otherwise, remove all of Lessee’s personal property, repair any damage to the Leased Premises resulting therefrom, and surrender the Leased Premises to the Lessor in as good a condition as when Lessee took possession, normal wear and tear excepted. 15. Waste or Nuisance. Lessee shall not commit or permit the commission by others of any waste on the Leased Premises. Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance on the Leased Premises nor shall Lessee use or permit the use of the Leased Premises for any unlawful purpose.
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16. Taxes. Lessee shall pay when due and prior to delinquency all taxes, assessments, and other charges including possessory interest taxes levied or imposed by any governmental entity on the possessory interest of Lessee in the Leased Premises and the personal property, trade fixtures, appliances, and leased equipment placed by Lessee in, on, or about the Leased Premises during the Term (or any extension thereof) of this Lease. Lessee recognizes that the interests of Lessee in this Lease shall be subject to the imposition of a possessory interest tax by the San Bernardino County Assessor, and Lessee agrees to pay such tax amount as may be so levied with respect to the possessory interest of Lessee in the Leased Premises under this Lease. Lessee further acknowledges that pursuant to California Health and Safety Code Section 33673, the property shall be assessed in the same manner as privately owned property and Lessee shall pay taxes upon the assessed value of the entire property and not merely the assessed value of its leasehold interest. 17. Compliance With Covenants, Conditions and Restrictions of the Quitclaim Deed(s), Air Force Leases and Related Agreements. (a) Lessee acknowledges that copies of the applicable Quitclaim Deed(s) and the Air Force Leases are available and on file in the SCLA office. (b) Lessee expressly acknowledges that the Lessor has assumed certain duties and obligations to the Air Force (Grantor) under the Quitclaim Deed(s) affecting the use and occupancy of the Leased Premises. Lessee further agrees that as of the Lease Commencement Date, it shall observe and perform the duties and obligations of the Lessor (Grantee as the case may be in this Section 17) relating to the Leased Premises in favor of the Air Force which arise under the Quitclaim Deed(s). These duties and obligations as assumed by Lessee include, but are not limited to, the following which are presented below for purposes of reference and convenience:I. Reserving unto the Grantor all oil, gas, and other mineral resources of any kind or nature in the mineral estate of the Leased Premises, provided, however, that such reservation is without surface right of entry or extraction rights; and II. Reserving unto the Grantor right of access to the Leased Premises, extending such access to the United States Environmental Protection Agency (“EPA”) and the State of California (the “State”), and their respective officials, agents, employees, contractors and subcontractors for the purposes of the Installation Restoration Program (IRP) of the Grantor or the Federal Facility Agreement (FFA). (c) Lessee further expressly acknowledges that it is subject to and shall comply with all provisions and conditions of the applicable Air Force Leases. (d) Any use, occupancy or activity of Lessee on the Leased Premises which may result in either the receipt by the Lessor of a notice of violation or default or breach from the Air Force or the Federal Aviation Administration (“FAA”) under the Quitclaim Deed(s) or a notice of default, violation or breach from the Air Force or the FAA SCLAA Standard Lease Page 9 ComAv Buildings 553 & 739
under the Air Force Leases, shall be deemed to be a default of Lessee under this Lease. The response of the Lessor following receipt of any such notice of violation, default or breach, shall not waive, stay or otherwise mitigate or remedy the default of Lessee to the Lessor under this Lease. Lessee shall have no right under this Lease to participate in any proceeding between the Air Force, the FAA and the Lessor for the resolution of an alleged default, breach or other dispute of the Parties arising under the Quitclaim Deed(s) and/or the Air Forces Leases, except to the extent the Lessee is alleged to have directly caused such violation, breach or default. (e) Lessee acknowledges that the Leased Premises may be subject to a future Declaration of Covenants, Conditions and Restrictions to be recorded in the official records of San Bernardino County, California, as amended (the “CC&Rs”). In addition to any other applicable assessments, this Lease may be subject to anyassessments levied pursuant to the CC&Rs and applicable to the Leased Premises, determined by the ratio that the rentable area of building on the Leased Premises bears to the total net rentable area of building or buildings which include the Leased Premises and for which a separate assessment is made pursuant to the CC&Rs. 18. Insurance. (a) Commercial General Liability Insurance. Lessee shall procure and maintain at its own expense, during the Term of this Lease or any extension thereof, Commercial General Liability insurance with a company or companies acceptable to Lessor, of not less than One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage to property resulting from the activities conducted by the Lessee or its officers, employees, servants, volunteers, and agents and independent contractors on the Leased Premises. Such policies shall provide coverage for bodily injury, personal injury and property damage to the Leased Premises based upon, involving, or arising out of the use, occupancy or maintenance of the Leased Premises and all areas appurtenant thereto. (b) Property Casualty Insurance. Lessee shall keep in full force and effect during the Term of this Lease or any extension thereof, a policy of insurance against fire, vandalism, malicious mischief, and all other perils as are from time to time included in an “all risk” coverage endorsement insuring Lessee’s improvements constructed on the Leased Premises, if any, in an amount which is at least one hundred percent (100%) of the full replacement cost. Lessee shall also be required by Lessor to maintain at its own expense insurance covering any Tenant Improvements (if any are specified in this Lease), other improvements to the Leased Premises, Business Income/Extra Expense, Business Personal Property, Supplies, and Equipment. Lessee's policy must also include a Loss Payee Endorsement naming the Southern California Logistics Airport Authority (Lessor) as a “Loss Payee.” (c) Commercial Vehicle Liability Insurance. Lessee shall further procure and maintain, at its own expense during the Term of this Lease or any extension thereof, a Commercial or Business Auto Liability insurance policy covering Symbol 1 (any auto), SCLAA Standard Lease Page 10 ComAv Buildings 553 & 739
for all owned, non-owned, leased, and hired autos, trucks, trailers, or semi-trailers, including and not limited to, any machinery or apparatus attached thereto. Limits shall be no less than One Million Dollars ($1,000,000) per accident or Combined Single Limit (“CSL”) for bodily injury and property damage. (d) Workers’ Compensation Insurance. Lessee shall procure and maintain at its own expense, during the Term of this Lease or any extension thereof, workers' compensation insurance, providing coverage as required by the California State Workers' Compensation Law. If any class of employees employed by Lessee is not protected by the California State Workers' Compensation Law, Lessee shall provide adequate insurance for the protection of such employees to the satisfaction of the Lessor. (e) Additional Insured Status. The Southern California Logistics Airport Authority (Lessor), the City of Victorville, the City Attorney, the Victor Valley Economic Development Authority, the United States Air Force and their officers, officials, employees, servants, volunteers, agents and independent contractors are to be covered as additional insureds on the Commercial General Liability Policy (“CGL”) with respect to liability arising out of work or operations performed by or on behalf of the Lessee, including materials, parts, or equipment furnished in connection with such work or operations. General Liability coverage can be provided in the form of an endorsement to the Lessee’s insurance. (f) Waiver of Subrogation Rights. Lessee shall require the carriers of all required insurance policies to waive all rights of subrogation against the Southern California Logistics Airport Authority, the City of Victorville, the City Attorney, the Victor Valley Economic Development Authority, the United States Air Force and their officers, officials, employees, servants, volunteers, agents and independent contractors.(g) Environmental Liability. If Lessee performs work that includes using or storing Hazardous Materials on the Leased Premises, insurance is also required for third party claims for bodily injury, property damage, and remediation costs stemming from pollution incidents from the Lessee's operations.(h) Primary Coverage. For any claims related to this Lease, the Lessee’s coverage shall be primary insurance as respects the Southern California Logistics Airport Authority (Lessor), the Victor Valley Economic Development Authority, the City of Victorville, the City Attorney and the United States Air Force and their officers, officials, employees, volunteers, contractors and subcontractors. Any insurance or self-insurance maintained by the Southern California Logistics Airport Authority (Lessor), the Victor Valley Economic Development Authority, the City of Victorville, the City Attorney and the United States Air Force and their officers, officials, employees, volunteers, contractors and subcontractors shall be in excess of the Lessee’s insurance and shall not contribute with it.
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19. Proof of Insurance Coverage.(a) Lessee shall secure from a good and responsible company or companies authorized to do insurance business in the State of California the policies of insurance required by this Lease and furnish to Lessor certificates of said insurance on or before the commencement of occupancy under this Lease. Insurance is to be placed with insurers with a current A.M. Best’s rating of not less than A:VII, unless otherwise acceptable to the Lessor.(b) The certificates of insurance shall bear an endorsement whereby it is provided that, in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, Lessor shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the caseof non-payment, ten (10) days advance written notice shall be given.(c) The certificates of insurance shall bear an endorsement whereby it is provided that the respective insurance policy shall not be terminated or expire without first providing thirty (30) days written notice to Lessor of such termination or expiration. (d) The certificates of insurance shall indicate that the respective insurance policy will be maintained throughout the Term of this Lease, or any extension thereof. 20. Personal Property at Risk of Lessee. All personal property which Lessee maintains at the Leased Premises shall be at the risk of Lessee only. Except for the grossly negligent, reckless, or unlawful intentional acts of the Lessor, its agents, employees, guests or invitees, the Lessor shall not be liable for any damage to any property of Lessee or for any damage to Lessee’s property in moving the same to or from the Leased Premises. 21. Utilities and Other Services. (a) Lessee shall contract with and pay the applicable provider, whether the provider is the Lessor or another party, all charges for water, gas, electricity, sewer, waste disposal, or other utilities used or supplied upon or in connection with its use of the Leased Premises and shall indemnify, defend and hold harmless the Lessor against any liability on account thereof. Lessee shall obtain separate metering devices for utility services, as applicable. Lessee agrees to promptly reimburse the Lessor upon receipt of invoice, its proportionate share of the actual cost of utility services from any common utility service, which may have been paid by Lessor. In addition to the amount of the utility bill that the Lessor may have paid, Lessee shall pay to Lessor a three percent (3%) administrative fee for any pass-through billing processed. In no event shall the Lessor be liable for any interruption or failure in the supply of any such utilities to the Leased Premises.
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(b) Consent to Energy Use Data Disclosure. By executing this Lease, Lessee hereby consents to disclosure of its energy usage data as required for Lessor to comply with California Public Resources Code section 25402.10 and the implementing regulations of the California Energy Commission (20 Cal. Code Regs., §§ 1680 through 1685). Strictly for the purposes of ensuring such compliance, including any required public disclosure of aggregated energy use, Lessee agrees to provide such energy usage data directly to Lessor and/or authorizes Lessor to obtain the required energy usage data directly from Lessee’s utility providers upon request without the need to execute any further authorizations or consent forms. Lessee’s consent and authorization is deemed given upon the execution of this Lease and shall continue to be in effect throughout the Term or any extension thereof. 22. Alterations, Improvements and Additions. (a) Lessee shall not make any alterations, improvements, or additions to the Leased Premises (collectively hereinafter the “Improvements”) without the prior written consent of the Lessor. Any machinery, equipment, or apparatus, which belongs to Lessee, may be removed by Lessee at any time prior to the expiration of the Term of this Lease or any extension thereof. (b) Once completed, Improvements authorized in writing by Lessor and/or any specific Tenant Improvements as may be provided for elsewhere in this Lease, shall not be removed by Lessee, unless so required by the Lessor in its sole discretion. At the end of the Term (or any extension thereof) of this Lease (or upon any earlier termination as may be provided for herein) Lessor shall have the option to either require Lessee to remove the Improvements or Tenant Improvements or elect to have such Improvements or Tenant Improvements become the property of Lessor. In the case of removal of equipment or fixtures, Lessee shall restore the area of the Leased Premises from which such removals are made to its original condition. Lessee shall require the issuance of a Faithful Performance Bond and a Payment Bond for any work performed on the Leased Premises as set forth below: BOND REQUIREMENTS - A Faithful Performance Bond benefitting the Lessor in the amount of one hundred twenty-five percent (125%) of the bid amount and a Payment Bond in the amount of one hundred twenty-five percent (125%) of the bid amount. Bonds must be issued by an admitted surety insurer in the State of California. When a contract for constructing Lessor-authorized Improvements or Tenant Improvements is signed, the successful bidder shall provide, within ten (10) working days, the Faithful Performance and Payment Bonds in the amounts set forth above in this paragraph. 23. Airport Development. The Lessor, at its sole discretion, shall determine and may from time to time change the routes of surface ingress and egress to and from the Leased Premises, but agrees to locate such routes as conveniently as may be done for Lessee, having in mind the reasonable requirements of the Lessor with respect to the operation of the SCLA. Notwithstanding the above, if the rerouting of such ingress and SCLAA Standard Lease Page 13 ComAv Buildings 553 & 739
egress routes significantly disrupts the normal operations of Lessee such that it results in material financial detriment to Lessee, then Lessee shall have the right to terminate this Lease. 24. Signs. Lessee shall not post, install, erect, or operate any sign, placard, poster, or other device on any part of the Leased Premises without the prior written permission of the Lessor. Such signs as may from time to time be permitted by the Lessorshall be made, posted, maintained and removed, and repair any damage caused by removal, at Lessee’s own cost and expense. Lessor shall have the right to remove unauthorized signs at Lessee’s expense. Lessee shall be responsible for all costs associated with the purchase and installation of the required Building Standard Suite Signage in accordance with local codes. 25. Liens. Lessee shall not suffer or permit any liens to stand against the Leased Premises, or any part thereof, by reason of any work, labor, services, or materials done for, or supplied to Lessee or anyone holding the Leased Premises or any part thereof through or under Lessee. If any such lien shall at any time be filed against the Leased Premises, Lessee shall cause such lien to either be discharged of record sixty (60) days after the date that Lessee receives notice of the filing. Notwithstanding the above, in any bona fide dispute between Lessee and any third party concerning work done by the third party on or for the Leased Premises, and as a result of the dispute the third party files a lien against the Leased Premises, then, in lieu of obtaining the discharge of the lien within the sixty (60) day period, Lessee, at its option, may either file suit against the third party, a part of the suit being to judicially negate or remove the lien or Lesseemay file an appropriate bond or other device allowed by law to remove the lien.26. Inspection by the Lessor. Lessee shall permit the Lessor, or its agents, representatives, or employees to enter the Leased Premises at mutually agreeable, reasonable times for the purpose of inspecting the Leased Premises to determine whether Lessee is complying with the terms of this Lease, for the purpose of doing other lawful acts that may be necessary to protect the Lessor’s interest in the Leased Premises, or for the purpose of performing the Lessor’s duties under this Lease. Except in the event of an emergency, the Lessor shall contact Lessee, no less than twenty-four (24) hours prior to the time that Lessor desires to enter the Leased Premises to arrange a mutually agreeable time for the inspection. 27. Damage or Destruction of Leased Premises. Unless occasioned by the negligence or intentionally unlawful act of Lessee, if, during the term of this Lease, any portion of the Leased Premises shall be damaged by fire or other catastrophic cause, so as to render such portion of the Leased Premises untenable, the obligations under this Lease shall be immediately suspended while such portion of the Leased Premises remains untenable. In the event of such damage, the Lessee shall give Lessor notice of such untenable conditions and the Lessor shall elect in its sole discretion, whether to repair the Leased Premises or to cancel this Lease with respect thereto. It shall notify Lessee in writing of its election within thirty (30) days after such damage. In the event the Lessor elects to repair the Leased Premises, the work or repair shall begin promptly and SCLAA Standard Lease Page 14 ComAv Buildings 553 & 739
shall be carried on without unnecessary delay. In the event the Lessor elects not to repair the Leased Premises or portion thereof, the Lease shall be deemed canceled as of the date of damage with respect to the applicable portion. Such damage shall not extend the Lease Term. In the event that insurance proceeds are received by Lessee under the property casualty policy required to be carried by Lessee, and the Lease is terminated under this Section, the Lessor shall be entitled to the portion of such proceeds attributable to the fixtures, improvements, and other property which would remain with the Leased Premises, and Lessee shall be entitled to the portion of such proceeds attributed to the fixtures and property on the Leased Premises which would be removed by Lessee. Notwithstanding anything in this paragraph to the contrary, if the Leased Premises are rendered inadequate for Lessee to conduct its normal operations in or upon the Leased Premises (or such portion of the Leased Premises which is still tenantable), and it is reasonably anticipated that the damages shall not be repaired or otherwise resolved, within sixty (60) days of the date of the accident, then Lessee, at its sole and exclusive option, may immediately terminate this Lease. Additionally, irrespective of whether Lessee remains in possession and occupancy of the Leased Premises or elects to terminate this Lease, rent payable under this Lease shall abate during the period that the Leased Premises are not totally useable by Lessee. The abatement shall be pro rata in proportion to the ratio that the amount of space which Lessee is actually able to occupy and from which it is able to conduct operations bears to the total Leased Premises. Lessee shall continue to make all other payments during this period, including taxes. 28. Assignment and Subletting. Lessee shall not cause, or permit, by operation of law or otherwise, any assignment, encumbrance or transfer of this Lease or any estate or interest therein without the prior written consent of the Lessor. Lessee shall not sublet the Leased Premises or any part thereof without the prior written consent of the Lessor. Such consent is subject to consideration by Lessor of the financial arrangement between Lessee and its proposed subtenant and is subject to Lessor’s financial participation in such arrangement. In addition, if Lessee’s proposed sublease or assignment arrangement will result in any increased rents or profits accruing to Lessee in excess ofthe Monthly Base Rent due to Lessor under this Lease, such consent shall further be conditioned upon Lessor receiving one-half (1/2) of the excess amount thereof. An assignment or subletting shall not relieve Lessee of any of its obligations or liabilities under this Lease: both Lessee and any subsequent assignees of Lessee will be deemed to be bound hereunder. The Lessor’s consent to any such assignment, transfer or subletting shall not constitute consent to any further assignment, transfer or subletting. This provision is not intended, nor should it be construed, to prevent Lessee from allowing such independent contractors onto the Leased Premises who are involved in Lessee’s normal operations on the Leased Premises (such as repair and maintenance personnel, janitorial personnel, and similar personnel). Additionally, this provision should not be construed to prevent subcontractors of Lessee from conducting their work on the Leased Premises in conjunction with the normal operations conducted by Lessee. To the extent that Lessor must grant its consent for Lessee’s subcontractors to enter onto the Leased Premises for the above-described purposes, consent is hereby deemed to be granted.
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29. Indemnification. To the fullest extent permitted by law, Lessee hereby agrees to defend, indemnify and hold harmless Lessor, the City of Victorville, the Victor Valley Economic Development Authority, the United States Air Force and each of their respective officers, officials, employees, directors, agents, volunteers, independent contractors and assigns (collectively hereinafter the “Indemnified Parties”), from and against any and all claims, actions, suits, proceedings, demands, losses, judgments and costs and expenses, including attorneys’ fees (collectively hereinafter “Claims”), arising from any legal action or proceeding initiated by any individual or entity arising out of, or resulting from the performance of this Lease, except for any such Claims arising out of the sole negligence or willful misconduct of the Indemnified Parties. 30. The Lessor’s Environmental Representations.(a) Except as otherwise provided in Section 14 hereof, Lessee shall not be held responsible or deemed liable by the Lessor for any hazardous environmental condition on the Leased Premises, which existed prior to Lessee’s occupancy of the Leased Premises. (b) Except as provided in Section 14 hereof, the Lessor represents that to the best of its actual knowledge, the Leased Premises are free from any violations of law or regulations pertaining to occupational hazards and environmental conditions or Hazardous Materials as defined in Section 31 of this Lease. In the event that any hazardous environmental conditions exist on the Leased Premises as of the LeaseCommencement Date which result in a loss to Lessee and which were caused by Lessor, the United States Air Force or parties or entities within the control of, or under contract with Lessor, then the Lessor shall indemnify, defend and hold Lessee harmless from any costs, expenses, attorney fees or liabilities relating to any claims of such violations or conditions existing prior to Lessee’s occupancy of the Leased Premises. Lessor shall indemnify Lessee from hazardous environmental conditions or violations caused directly by the Lessor, its employees, agents, or licensees during or subsequent to the Term of this Lease. (c) Lessee shall be solely responsible for obtaining at its cost and expense; any environmental permits required for its operation under this Lease independent of any existing permits. 31. Compliance with Environmental Laws. (a) The words and phrases set forth below shall have the following definitions:I. “Hazardous Materials” means and includes any material that because of its quality, concentration or physical or chemical characteristics, poses a significant present or potential hazard to human health and safety or to the environment SCLAA Standard Lease Page 16 ComAv Buildings 553 & 739
if released into the workplace or the environment. Hazardous Materials include hazardous wastes, toxic substances, petroleum products and motor fuels and similar substances and materials, including all substances and materials defined as hazardous or toxic substances or materials under California Health and Safety Code section 25501(n) or any other similarly applicable state, federal or local law. II. “Environmental Laws” means and includes the various health and safety laws and regulations of state, federal and local agencies pertaining to the manufacture, use, storage, disposal, release, and reporting relating to Hazardous Materials.(b) As of the Lease Commencement Date, Lessee shall not cause or permit any Hazardous Materials to be used, generated, manufactured, produced, stored, brought upon, or released, on, under or about the Leased Premises, or transported to and from the Leased Premises, by Lessee, its agents, employees, contractors, or invitees in violation of any Environmental Laws. Lessee shall indemnify, defend and hold harmless the Lessor from any damage, cost, expense, liability, fine, or penalty resulting from any unauthorized discharge, emission, spill, storage, release, disposal or use of any Hazardous Materials by Lessee, its officers, agents, employees, contractors or invitees or any of them. This obligation of Lessee shall survive the Expiration Date or earlier termination of this Lease and shall apply whenever the Lessor incurs cost or liability arising from any use or activity of Lessee relating to Hazardous Materials during the Term or any extension thereof. (c) Without limiting the foregoing, if at any time during the Term of this Lease or any extension thereof, the presence of any Hazardous Materials on, under or about the Leased Premises caused by Lessee, its agents, employees, contractors, or invitees results in an unpermitted, unscheduled or unauthorized release or contamination of the Leased Premises by such Hazardous Materials, then Lessee shall at its sole cost and expense promptly take all actions necessary to return the Leased Premises to the condition existing prior to the unpermitted, unscheduled or unauthorized release of any such Hazardous Materials on the Leased Premises. (d) Lessee shall immediately notify the Lessor of the occurrence of any of the following events: (1) receipt by Lessee of any correspondence or communication from any governmental entity regarding the application of Environmental Laws to the Leased Premises or the investigation or enforcement by such governmental entity of any such Environmental Laws in connection with Lessee’s occupancy or use of the Leased Premises, and (2) unpermitted, unscheduled or unauthorized release of any Hazardous Materials on the Leased Premises which may occur at any time during the Term of the Lease or any extension thereof. (e) To the extent Lessee may conduct any use or activity on the Leased Premises which includes the use, handling, transport, or disposal of any Hazardous Material in quantities which exceed the threshold amounts authorized under California Health and Safety Code section 25507, Lessee shall, at its sole cost and expense, SCLAA Standard Lease Page 17 ComAv Buildings 553 & 739
prepare and submit to the City of Victorville (or designated local Certified Unified Program Agency “CUPA”) for approval, renewal or amendment, as applicable, a Business Plan for the Leased Premises, as the term “Business Plan” is described under California Health and Safety Code section 25505. (f) Notwithstanding any of the foregoing, in the event Lessee, its agents, employees, contractors, or invitees, fails to use and maintain the Leased Premises in accordance with the provisions of this Section 31, Lessor and/or the City of Victorville (the “City”) shall have the right, but not the obligation, to enter the Leased Premises and undertake remedial action as necessary in order to ensure that the Leased Premises are in compliance with all Environmental Laws. In such event, Lessee shall reimburse Lessorand/or the City for all reasonable sums incurred by it for such remediation activities. In such event Lessor may, in its sole discretion, and not limiting its ability to recover through any other means provided in law or equity, determine to deduct all or a part of such sums due under this Section from the Security Deposit. 32. Surrender of Leased Premises. On the Expiration Date of this Lease, Lessee shall surrender and deliver possession of the Leased Premises to the Lessorclean and free of debris and in as good condition as it was on the Lease Commencement Date, reasonable wear and tear excepted.33. Compliance with Laws. Lessee shall comply with all applicable federal, state and local laws, regulations and standards that are or may become applicable to Lessee’s activities on the Leased Premises (hereinafter collectively, (“Laws”), includingwithout limitation the SCLA and FAA Rules and Regulations). Lessee agrees to abide by and conform to the SCLA Rules and Regulations, as such may be amended from time to time by Lessor, and to cause its officers, agents, employees, suppliers, shippers, customers, and invitees to so abide and conform. The Lessor shall have the right, from time to time, to modify, amend and enforce said rules and regulations. In addition, Lessee agrees to abide by the Selected FAA Rules and Regulations attached hereto as Exhibit C and incorporated herein by this reference, as such may be amended from time to time, and to cause its officers, agents, employees, suppliers, shippers, customers, and invitees to so abide and conform. The Lessor shall not be responsible to Lessee for the noncompliance with said rules by other tenants, their officers, agents, employees, suppliers, shippers, customers and/or invitees. The judgment of any court of competent jurisdiction, or the admission of Lessee in a proceeding brought against Lessee by any government entity, that Lessee has violated any such Laws (except where such admission may be the basis for settlement) shall be conclusive as between the Lessor and Lessee and shall constitute grounds for declaration of default, breach, forfeiture, and termination of this Lease by the Lessor. 34. Defaults. (a) In the event Lessee should default in the performance of any covenant or condition of this Lease (excluding the payment of any monthly rent or other amounts due hereunder) and such default is not cured or removed within thirty (30) days SCLAA Standard Lease Page 18 ComAv Buildings 553 & 739
after service of written notice upon Lessee of such default in the performance of any covenants and conditions; then in such event, the Lessor shall have the right and option to terminate this Lease, to re-enter the Leased Premises, to evict Lessee and to remove Lessee’s possessions, all without being deemed guilty of any trespass, and without prejudice to any claim for arrears of rent or breach of covenant. Notwithstanding the foregoing, if Lessee, prior to the expiration of such thirty (30) day period for default diligently commences to cure such default but is unable to do so within the thirty (30) day period, then such period shall be extended for an additional thirty (30) days provided Lessee continues to make a diligent effort to cure the default. (b) Failure to pay Monthly Base Rent or any other amounts when due shall be deemed a default under this provision. Lessee shall cure such default within ten (10) days after service of written notice. (c) Any statutory notice required as part of any eviction action or similar type of proceeding may be included with any notice of default given pursuant to this Section and the Lessor need not declare a default and have such default remain uncured prior to delivery of such statutory notice. 35. Remedies of the Lessor. In the event of any breach of the Lease by Lesseeand the cure periods described in Section 34 hereof have expired, the Lessor may at any time thereafter, with or without notice or demand and without limiting the Lessor in the exercise of any other right or remedy which the Lessor may have by reason of such breach, do any of the following:(a) terminate Lessee’s right to possession of the Leased Premises by any lawful means, in which case this Lease shall terminate, and Lessee shall surrender possession of the Leased Premises to the Lessor. This may involve the Lessor filing an unlawful detainer action and receiving a court order for Lessee to vacate the premises. In any such event, the Lessor shall be entitled to recover from Lessee all damages incurred by the Lessor by reason of Lessee’s default, including, but not limited to the cost of repairing or restoring damages to the Leased Premises caused by Lessee, the cost or removal of Lessee’s improvements, fixtures and other contents of the Leased Premises, costs associated with past or future brokerage commissions and marketing expenses and the other costs payable by the Lessor in connection with the recovery of possession of the Leased Premises, including but not limited to reasonable attorneys’ fees and court costs, as well as: (1) the worth at the time of award by the court having jurisdiction thereof of the unpaid rent which had been earned at the time of termination, and (2) the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the Term after the time of such award may exceed the amount of such rental loss for the same period that Lessee proves could be reasonably avoided; or (b) pursue any other remedy now or hereafter available to the Lessorunder the laws or judicial decisions of the State of California.
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36. Default by the Lessor. In the event Lessor should default in the performance of any covenant or condition of this Lease and such default is not cured or removed within thirty (30) days after service of written notice of default upon Lessor, then in any such event, Lessee shall have the right and option to terminate this Lease. If Lessor, prior to the expiration of such thirty (30) day period for a default, diligently commences to cure such default, but is unable to do so within the thirty (30) day period, then such period shall be extended for an additional thirty (30) days provided Lessor continues to make a diligent effort to cure the default. In event of uncured default Lessee shall have all remedies available at law or in equity for any default or breach of this Lease by the Lessor.
37. Force Majeure-Unavoidable Delays. If the performance of any act required by this Lease to be performed by either Party is prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, unreasonably restrictive governmental laws or regulations, or any other cause except financial inability that is not the fault of the Party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused. However, nothing contained in this Section shall excuse the prompt payment of rent by Lessee as required by this Lease or the performance of any act rendered difficult solely because of the financial condition of the Party required to perform the act.
38. Notices. Any and all notices or demands required or permitted to be given hereunder must be personally delivered or be mailed by registered or certified mail, return receipt requested, addressed as follows:
To the Lessor: Southern California Logistics Airport Authority 18374 Phantom West
Victorville CA 92394
Attn: Airport Director
With copies to: Green de Bortnowsky, LLP
30077 Agoura Court, Suite 210
Agoura Hills CA 91301
Attn: Andre de Bortnowsky, Esq.
To Lessee: ComAv Technical Services, LLC
18438 Readiness Street
Victorville CA 92394
Attn: Craig Garrick, Chief Executive Officer
or at such other address or addresses that either Party may hereafter designate in writing to the other. Any notice or demand which is mailed by registered or certified mail as provided above shall be deemed to be effective and given for all purposes three (3) business days following the time of deposit thereof, postage prepaid, in the United States mail.
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39. Miscellaneous.(a) One or more waivers of any provision of this Lease by the Lessorshall not be construed as a waiver of a subsequent breach of the same provision and the Lessor’s consent or approval shall not be deemed to waive or render unnecessary the Lessor’s consent or approval to or of any subsequent or similar act by Lessee. (b) If either Party to this Lease shall bring any action for any relief against the other, declaratory or otherwise, to enforce the terms hereof or to declare rights here under (collectively, an Action), the losing Party shall pay to the prevailing Party attorneys’ fees and costs incurred in bringing and prosecuting such Action and/or enforcing any judgment, order, ruling, or award (collectively, a Decision) granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether such Action is prosecuted to a Decision. Any Decision entered in such Action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such Decision. The court may fix the amount of reasonable attorneys’ fees and costs on the request of either Party. For the purposes of this paragraph, attorneys’ fees shall include, without limitation, fees incurred in the following: (1) post-judgment motions and collection actions; (2) contempt proceedings; (3) garnishment, levy, and debtor and third party examinations; (4) discovery; and (5) bankruptcy litigation. “Prevailing Party” within the meaning of this paragraph includes, without limitation, a Party who agrees to dismiss an Action upon the other Party’s payment of the sums allegedly due or performance of the covenants allegedly breached, or who obtains substantially the relief sought by it. Nothing contained in the Section shall be interpreted to mean that Lessor has agreed to arbitrate any dispute which may arise hereunder. (c) This Lease can be modified, supplemented, amended, or rescinded only by a writing expressly referring to this Lease and signed by Lessor and Lessee. (d) If any provision of this Lease or any application thereof shall be invalid or unenforceable, the remainder of this Lease and any other application of such provision shall not be affected thereby. Unless otherwise expressly provided herein, any approval or consent of Lessor required hereunder shall not be unreasonably withheld or delayed. This Lease shall be binding upon and inure to the benefit of and be enforceable by the respective successors of the Parties hereto. The Section headings in the Lease are for purposes of reference only and shall not limit or define the meaning hereof. (e) This Lease contains the entire understanding and agreement of the Parties, supersedes all prior understandings and agreements, and cannot be changed orally. This Lease shall be construed in accordance with the laws of the State of California. Time is of the essence. (f) Any conflict between the printed provisions, exhibits, or addenda of this Lease and the typewritten or handwritten provisions, if any, shall be controlled by the typewritten or handwritten provisions provided such typewritten or handwritten provisions are initialed by both Parties.
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(g) This Lease shall be of no force and effect unless executed by both Parties. Each person executing this Lease for the respective Parties expressly represents and warrants that he or she has the authority to enter into Leases on behalf of and bind the entity on whose behalf this Lease is executed. (h) This Lease may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of the same instrument. [END OF THIS PAGE – SIGNATURES FOLLOW] SCLAA Standard Lease Page 22 ComAv Buildings 553 & 739
IN WITNESS WHEREOF, the Parties have executed this Lease Agreement as of the dates set forth below.LESSEE: COMAV TECHNICAL SERVICES, LLC ______________________________ _____________ Craig Garrick Date Chief Executive Officer LESSOR: SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (SCLAA) ______________________________ _____________ C. Eric Ray Date Airport Director ATTEST: ______________________________ _____________ Jennifer Thompson Date SCLAA Secretary APPROVED AS TO STANDARD FORM: ______________________________ _____________ Andre de Bortnowsky Date SCLAA Legal Counsel RISK MANAGER ______________________________ _____________ Lee Brown Date
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EXHIBIT ADESCRIPTION OF LEASED PREMISES Building 553 comprised of approximately Twenty-Two Thousand Two Hundred Fifty-Eight (22,258) square feet of office and warehouse space and approximately Seventy-One Thousand Two Hundred Ninety-One (71,291) square feet of fenced yard space as depicted on Exhibit A-1 and Exhibit A-2 located at 13123 Aerospace Drive, Victorville California 92394, and Building 739 comprised of approximately Twelve Thousand Five Hundred Eleven (12,511) square feet of office, storage and warehouse space located at 18676 Phantom West, Victorville California 92394, as depicted on Exhibit A-3 and Exhibit A-4, together with the improvements thereon.
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EXHIBIT B SCLA RULES AND REGULATIONS
Southern California Logistics Airport Rules and Regulations AmendedApril 17, 2007
Pg.1 of 38
must be approved
each
lease with the Airport Authority of a ground site lease with the Airport Authority, or an approved sublease, of a building, The Non-Signatory Landing Fee is intended to compensate the Airport Authority for the operator’s use of the Airport’s runway and taxiway areas as well as compensation for the privilege of being able to access the airport to conduct business. each
storage feeflowage feeflowage feesstorage feesstorage feestoragemodified flowage fee
Flowage fee -$ .08 per gal; Storage fee -$ .02 per gallon) (Fees are subject to change)
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EXHIBIT CSELECTED FAA RULES AND REGULATIONS
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EXHIBIT DUSE AND CONDITION OF LEASED PREMISES The use of the Leased premises shall include functions related to the consolidation, inspection, repair, storage, and disposal of aircraft parts and components that are incidental to Lessee’s aircraft storage, maintenance, and repair operations of commercial aircraft. Work conducted inside the Leased Premises shall be that type of work that is typical of back shop operations coincidental to final disposal of aircraft parts and components. The condition of the Leased Premises shall be established resulting from a walk-through inspection attended by both Lessor and Lessee prior to the date Lessee takes occupancy. The findings of this walk-through inspection shall be memorialized at the time of the walk-through via the SCLA Property Lease Checklist.
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EXHIBIT E TENANT IMPROVEMENTS Subject to the terms and conditions of this Lease, Lessor and Lessee hereby affirm and acknowledge that the following items of work shall represent the Tenant Improvements contemplated for Building 553 and 739 within this Lease. Location Description NotesBuilding 553 Electrical Repairs As NeededWhere Needed Building 553 Door Repairs As NeededWhere Needed Building553 Fence Privacy Slats As depicted on Exhibit E-1 in green Along South, East and North Side of FenceBuilding 553 Removal of Overhead Electrical Bus Bars Bay 2Building 553 Roofing Repair As NeededWhere Needed Building 553 Replace Roof Hatch Existing LocationBuilding 553 New Gate as depicted on Exhibit E-1in blue Existing Location Building 553 Gravel Infill to Cover 44,000 sq ft of Premises (approximately 408 cubic yards) as depicted on Exhibit E-1in yellow Yard Space Building 739Install New 20’ x 16’ Roll Up Dooras depicted on Plans on Exhibit E-2South East Wall & Procure PermitsBuilding 553 Building 739 Remove Existing Lighting and Replace with LED FixturesThroughout As Needed
Exhibit E-2+/- 12,511 Total Square Feet
Replace Existing 15' WideRoll Up Door with New20' Wide x 16' Tall Door SCLAA Standard Lease ComAv Buildings 553 & 739
EXHIBIT F TENANT IMPROVEMENT CERTIFICATION
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