ATTACHMENT B
Standard Sublease
Agreement for Buildings
787 and 788
24.07.30 SCLAA Standard Sublease Page 1 Exqudrum, LLC Bldgs 787 and 788
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY
STANDARD SUBLEASE AGREEMENT
BUILDINGS 787 AND 788
This Sublease Agreement (the “Sublease”) is made this _____ day of ____________, 2026, by and between the SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (“SCLAA”), a California joint powers authority, (hereinafter referred to as “Sublessor”) and EXQUADRUM, LLC, a Delaware limited liability company (hereinafter referred to as “Sublessee”). Sublessor and Sublessee are sometimes referred to hereinaft er individually as a “Party” and collectively as the “Parties.”
RECITALS
These Recitals are included to assist in interpreting this Sublease and to understand the basis upon which certain terms and conditions have been included. It is not intended, nor should it be construed, to supersede or amend the specific terms and conditions of this Sublease.
A. The United States Air Force (“Air Force”) and the Victor Valley Economic Development Authority (“the Authority”) have previously entered into certain Department of the Air Force Lease pertaining to portions of the former George Air Force Base, which is now known as the Southern California Logistics Airport (“SCLA”) (hereinafter the “Air Force Lease”).
B. The Authority has delegated its decision-making authority with respect to the SCLA to the Sublessor, who now has the authority to enter into transactions on behalf of the Authority.
C. The Air Force (“Grantor”) and the SCLAA (“Grantee”) have entered into certain 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. Sublessee seeks to sublease from the Sublessor a portion of the property subject to the Air Force Lease (hereinafter the “Subleased Premises”).
TERMS AND CONDITIONS
1. Subleased Premises. Subject to the terms and conditions herein contained, Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor certain property, which is part of the SCLA, described as follows (the “Subleased Premises”):
a. A portion of that certain real property designated as Building 787, comprised of approximately Five Thousand Four Hundred Ninety-One (5,491) square "!
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24.07.30 SCLAA Standard Sublease Page 2 Exqudrum, LLC Bldgs 787 and 788 feet of storage space and Thirty-One Thousand Five Hundred (31,500) square feet of Yard Space, together with the improvements thereon, located at the SCLA at 13745 Missile Road, Victorville CA 92394, as depicted on Exhibit A , attached hereto and incorporated herein by this reference; and
b. A portion of that certain real property designated as Building 788, comprised of approximately Five Thousand Four Hundred Ninety-One (5,491) square feet of storage space and Thirty-One Thousand Five Hundred (31,500) square feet of Yard Space, together with the improvements thereon, located at the SCLA at 13745 Missile Road, Victorville CA 92394, as depicted on Exhibit A , attached hereto and incorporated herein by this reference; and
c. That certain Additional Yard Space adjacent to the aforementioned buildings, consisting of approximately Sixty Thousand Six Hundred Seventy-Five (60,675) square feet as depicted on Exhibit A; and
d. all appurtenances, rights, privileges and easements in any way applicable thereto.
2. Term. The initial term of this Sublease shall be for a period of Fifteen (15) years, (the “Initial Term”) commencing on July 1, 2026, (the “Sublease Commencement Date”) and expiring on June 30, 2041 (the “Sublease Expiration Date”) unless sooner terminated or extended as hereinafter provided. To the extent any of the leases or subleases referenced in Recital A hereof are terminated, and such lease or sublease governs this Sublease, then this Sublease shall also terminate, as of the date of termination of the applicable governing lease or sublease.
3. Option to Extend Term. Upon expiration of the Initial Term, Sublessee shall have the option to renew this Sublease for three (3) additional five (5) year terms (the “Option Terms”), provided that: (i) Sublessee is in good standing and otherwise in full compliance with all of the terms and conditions of this Sublease; (ii) Sublessee provides Sublessor written notice of its desire to renew no later than one hundred eighty (180) days prior to the expiration of the Term; and (iii) Sublessor confirms in writing Sublessee’s Option Term. Only one (1) Option Term may be exercised at a time by Sublessee, and upon confirmation of such exercise by Sublessor, all references to the Expiration Date shall mean June 30, 2046, June 30, 2051, and June 30, 2056, respectively. All further references to the Term of this Sublease shall mean and include the Initial Term and any confirmed Option Term.
4. Termination. This Sublease shall only terminate prior to the Expiration Date for such reasons as are specifically set forth in the provisions of this Sublease.
5. Right to Terminate for Development. INTENTIONALLY OMITTED.
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24.07.30 SCLAA Standard Sublease Page 3 Exqudrum, LLC Bldgs 787 and 788
6. Rent.
a. Monthly Base Rent. During the first year of the Initial Term, Sublessee shall pay to Sublessor as rent for the Subleased Premises the amount of Eight Thousand Four Hundred Ninety-Eight Dollars and Sixty-Seven Cents ($8,498.67) per month (the “Monthly Base Rent”). Commencing on July 1, 2027, the Monthly Base Rent shall be increased by three percent (3%), and on each annual anniversary of the Sublease 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. The Monthly Base Rent represents the summation of Building 787 rent in the amount of Two Thousand Five Hundred Eighty Dollars and Seventy-Seven Cents ($2,580.77), Building 788 rent in the amount of Two Thousand Five Hundred Eighty Dollars and Seventy-Seven Cents ($2,580.77), and Additional Yard Space rent in the amount of Three Thousand Three Hundred Thirty-Seven Dollars and Thirteen Cents (3,337.13).
b. Tenant Improvements. Within twenty-four (24) months of the Sublease Commencement Date, for a final completion date of no later than June 30, 2028, Sublessee shall undertake and substantially complete, at its sole expense, certain tenant improvements to the Subleased Premises (the “Tenant Improvements”) as further described on Exhibit B attached hereto and incorporated herein by this reference. Sublessee shall construct the Tenant Improvements in accordance with Section 14, 17 and 22 of this Sublease, 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, Sublessor shall, commencing on September 1, 2028, and continuing for approximately Thirteen (13) consecutive months of the Initial Term of this Sublease, provide Sublessee with a monthly rental credit in an amount equal to fifty percent (50%) of the anticipated cost of Two Hundred Thousand Dollars ($200,000) for the tenant improvements to Buildings 787 and 788. The rental credit shall be based upon actual costs incurred by Sublessee to construct the Tenant Improvements, as verified and approved by Sublessor pursuant to subsection (i) below.
The rental credit shall not exceed a total of One Hundred Thousand Dollars ($100,000) and shall be applied on a monthly basis toward the Sublessee’s Monthly Base Rent in an amount not to exceed Eight Thousand Dollars ($8,000) monthly.
i. Following the substantial completion of the Tenant
Improvements, Sublessee shall provide to Sublessor all invoices with proof of payment, Tenant Improvement Certifications, as further described on Exhibit B and other evidence of actual cost incurred together with a cost summary cover page (the “Close-
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24.07.30 SCLAA Standard Sublease Page 4 Exqudrum, LLC Bldgs 787 and 788 Out Statement”). Upon receipt of the Close-Out Statement, Sublessor shall verify same and calculate the actual total amount of the rent credits due to Sublessee.
ii. Should Sublessee not substantially complete the Tenant Improvements within twenty-four (24) months following the Sublease Commencement Date for a final completion date of June 30, 2028, and provide a Close-Out Statement to Sublessor documenting the actual costs incurred, Sublessee shall not be eligible for rent credits described in Section 6.c.
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 Authority
Attention: Airport Director
18374 Phantom West
Victorville, California 92394
or at such other place as Sublessor may designate in writing from time to time.
Sublessee shall also pay to Sublessor within thirty (30) days of presentation of an invoice, such other charges as 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 on Exhibit C, attached hereto and incorporated herein by this reference, as such may be amended from time to time by Sublessor.
7. Security Deposit. Sublessee shall deposit with the Sublessor upon execution hereof the sum of Eight Thousand Four Hundred Ninety-Eight Dollars and Sixty-Seven Cents ($8,498.67), as security for Sublessee’s faithful performance of Sublessee’s obligations hereunder (the “Security Deposit”). If Sublessee 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 Sublease, the Sublessor 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 Sublessor may become obligated by reason of Sublessee’s default, or to compensate the Sublessor for any loss or damage which the Sublessor may suffer thereby. At all times during the Term hereof, Sublessee must maintain at a minimum the amount of Security Deposit specified in this Section.
8. Brokerage Commission. Sublessor and Sublessee 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 Sublease.
9. Late Charge. Sublessee hereby acknowledges that late payment by Sublessee to Sublessor of any installment of rent, or any other sums due hereunder will cause Sublessor to incur costs not contemplated by the Sublease, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of rent, or "!
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24.07.30 SCLAA Standard Sublease Page 5 Exqudrum, LLC Bldgs 787 and 788 any other sum due from Sublessee is not received by the Sublessor within ten (10) days after such amount is due, whether or not any notice of default or other notice has been given, Sublessee shall pay to the Sublessor 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 Sublessor will incur by reason of late payment by Sublessee, and no more than one (1) Late Charge shall be assessed per month. Notwithstanding the foregoing, in the event the Sublessee elects to make annual payments in advance, then no Late Charge shall apply.
10. Limited Right to Possession of the Subleased Premises. Sublessor shall deliver possession of the Subleased Premises to Sublessee on or before the Sublease Commencement Date, free and clear of all tenants, occupants, and right of any third parties except as hereafter provided in this Section 10. Sublessee agrees that the terms of its possession shall be subject to any outstanding easements and rights-of-way not within the control of the Sublessor and further to the right of entry by the United States Air Force as provided under the Air Force Leases. The Sublessor shall use best efforts to ensure the quiet use and enjoyment of the Subleased Premises by Sublessee.
However, unreasonable interference by Sublessor or the Air Force with Sublessee’s quiet enjoyment of the Subleased Premises that results in material and demonstrable financial detriment to Sublessee and Sublessee being unable to continue its business functions in a commercially reasonable manner, shall be grounds for termination of the Sublease by Sublessee.
11. Holding Over. In the event Sublessee, with the Sublessor’s prior written consent, holds over and continues in possession of the Subleased Premises, or any part thereof, after the Expiration Date, such occupancy shall be considered a month-to- month tenancy subject to all the terms and conditions of this Sublease 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 then current Monthly Base Rent. If Sublessee, without the Sublessor’s prior written consent, holds over or continues in possession of the Subleased Premises, or any part thereof, after the Sublease Expiration Date of this Sublease, such occupancy shall be deemed a tenancy at sufferance, permitting the Sublessor to immediately commence eviction proceedings without notice to Sublessee.
12. Right to Relocate. INTENTIONALLY OMITTED.
13. Maintenance. Except for excessive repair and maintenance necessitated solely by Sublessor’s activities, Sublessee shall at all times during the Term hereof and until surrender and Expiration, keep and maintain the Subleased Premises in good and substantial order and repair, and shall undertake all necessary repair and maintenance of the Subleased Premises. Sublessee shall be responsible for all operating expenses associated with maintaining the Subleased Premises including, but not limited to:
cleaning; light bulb replacement; procurement of supplies and materials; preventative maintenance; repair; signs; sidewalks; all monthly, quarterly, and annual "!
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24.07.30 SCLAA Standard Sublease Page 6 Exqudrum, LLC Bldgs 787 and 788 inspection/servicing and repair of the Su bleased Premises mechanical, electrical, lighting, and life safety systems; repairs to trade fixtures and/or equipment, doors, ceilings, roofing, floors; exterior painting, resurfacing paved exterior areas and the like; landscaping, associated fees, etc. Sublesse e agrees at Sublessee’s sole cost and expense to procure, maintain throughout the Term, and supply copies to Sublessor.
Sublessee also agrees throughout the Term to supply copies of -all life safety related certifications and/or inspection records to the Sublessor in a timely manner.
14. Use and Condition of Subleased Premises. The Subleased Premises are to be used by Sublessee for those purposes more particularly provided for on Exhibit D, attached hereto and incorporated herein by this reference, and for no other purpose unless expressly agreed to by the Sublessor in writing. Sublessee agrees to use the Subleased Premises in such a manner as to not interfere with the Sublessor’s rights in the Subleased 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 Subleased Premises, to keep the Subleased Premises in a clean and sanitary condition, and to use all reasonable precaution to prevent damage, or injury to the Subleased Premises.
a. Permits. Sublessee, 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, required to conduct the use permitted in this Sublease. Such permits shall include, but not be limited to, any which may be required for the air handling and ventilation requirements for the Subleased Premises. Furthermore, Sublessee 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 Subleased Premises and/or the Sublessor, and such permits or certifications shall remain with the Subleased Premises upon the expiration or termination of the Sublease.
b. No Warranties. Except as provided herein, Sublessee agrees that no promises, covenants, representations, statements or warranties have been made on behalf of the Sublessor to Sublessee respecting the condition of the Subleased Premises, or the manner of operating the Subleased Premises or the maintaining of any repairs to the Subleased Premises.
c. Acceptance of Subleased Premises. Sublessee acknowledges that it has satisfied itself by its own independent investigation that the Subleased Premises are suitable for their intended use, and that neither the Sublessor nor the Sublessor’s agent or agents have made any representation or warranty as to the present or future suitability of the Subleased Premises for the conduct of Sublessee’s business.
Sublessee’s taking possession or use of the Subleased Premises for any purpose shall constitute Sublessee’s acceptance of the S ubleased Premises “as-is” in its existing condition.
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24.07.30 SCLAA Standard Sublease Page 7 Exqudrum, LLC Bldgs 787 and 788 d. Notice of Presence of Asbestos and Lead-Based Paint. Sublessee, its successors and assigns are warned that the Subleased 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. Sublessee, 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 Subleased Premises, including any asbestos hazards or lead-based paint hazards or concerns. Sublessee acknowledges that Sublessee was given every opportunity to inspect the Subleased Premises to assess the risk, if any, from asbestos containing material or lead-based paint materials.
e. No Liability Assumed by Sublessor. The Sublessor assumes no liability for damages for personal injury, illness, disability or death to Sublessee or to Sublessee’s successors, assigns, employees, invitees, or any other persons subject to Sublessee’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 Subleased Premises which is the subject of this Sublease, whether Sublessee, its successors or assigns has or have properly warned or failed to properly warn the individuals injured. Sublessee, its successors and assigns, further agree that in its use and occupancy of the Subleased Premises, it will comply with all federal, state and local laws relating to asbestos and lead-based paint.
f. Personal Property. Sublessee sh all, at the Sublease Expiration Date or such other termination of this Sublease, by lapse of time or otherwise, remove all of Sublessee’s personal property, repair any damage to the Subleased Premises resulting therefrom, and surrender the Subleased Premises to the Sublessor in as good a condition as when Sublessee took possession, normal wear and tear excepted.
15. Waste or Nuisance. Sublessee shall not commit or permit the commission by others of any waste on the Subleased Premises. Sublessee shall not maintain, commit, or permit the maintenance or commission of any nuisance on the Subleased Premises nor shall Sublessee use or permit the use of the Subleased Premises for any unlawful purpose.
16. Taxes. Sublessee 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 Sublessee in the Subleased Premises and the personal property, trade fixtures, appliances, and leased equipment placed by Sublessee in, on, or about the Subleased Premises during the Term of this Sublease. Sublessee recognizes that the inte rests of Sublessee in this Sublease shall be subject to the imposition of a possessory interest tax by the San Bernardino County Assessor, and Sublessee agrees to pay such tax amount as may be so levied with respect to the possessory interest of Sublessee in the Subleased Premises under this Sublease. Sublessee further acknowledges that pursuant to California Health and Safety Code Section 33673, the property shall be assessed in the same manner as "!
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24.07.30 SCLAA Standard Sublease Page 8 Exqudrum, LLC Bldgs 787 and 788 privately owned property and Sublessee shall pay taxes upon the assessed value of the entire property and not merely the assessed value of its leasehold interest.
17. Compliance with Air Force Lease.
a. Sublessee acknowledges that a copy of the applicable Air Force Lease has been provided by Sublessor and is attached hereto as Exhibit E.
b. Sublessee expressly acknowledges that the Sublessor has assumed certain duties and obligations to the Air Force under the Air Force Lease affecting the use and occupancy of the Subleased Premises. Sublessee further agrees that as of the Sublease Commencement Date, it shall observe and perform the duties and obligations of the Sublessor relating to the Subleased Premises in favor of the Air Force which arise under the Air Force Lease. These duties and obligations as assumed by Sublessee include but are not limited to the following which are presented below for purposes of reference and convenience:
i. Air Force Lease Condition 10 (Environmental Protection); and
ii. Air Force Lease Condition 17 (Development and Alterations); and
iii. Air Force Lease Condition 26 (Restrictions on Use of Leased Premises)
c. Any use, occupancy or activity of Sublessee on the Subleased Premises which may result in either the receipt by the Sublessor of a notice of default from the Air Force under the Air Force Leases or a notice of default or a notice of violation from either the Air Force or the Federal Aviation Administration (“FAA”), shall be deemed to be a default of Sublessee under this Sublease. The response of the Sublessor following receipt of any such notice of default or breach from either the Air Force under the Air Force Leases or from the Air Force and/or the FAA, shall not waive, stay or otherwise mitigate or remedy the default of Sublessee to the Sublessor under this Sublease. Sublessee shall have no right under this Sublease to participate in any proceeding between the Air Force, the FAA and the Sublessor for the resolution of an alleged default, breach or other dispute of the parties arising under the Air Force Lease except to the extent the Sublessee is alleged to have directly caused such breach or default.
d. Sublessee acknowledges that the Subleased Premises are subject to certain Declaration of Covenants, Conditi ons and Restrictions contained in the Air Force Lease (the “CC&Rs”). There shall also be included in any assessments the amount of assessments levied pursuant to the CC&Rs and applicable to the Subleased Premises, determined by the ratio that the rentable area of building on the Subleased Premises bears to the total net rentable area of building or buildings which include the Subleased Premises and for which a separate assessment is made pursuant to the CC&Rs.
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24.07.30 SCLAA Standard Sublease Page 9 Exqudrum, LLC Bldgs 787 and 788 e. Sublessee further expressly acknowledges that it is subject to and shall comply with all provisions and conditions of the applicable Air Force Lease attached as Exhibit E.
18. Insurance. Sublessee shall procure and maintain for the duration of the Sublease insurance against claims for injuries to persons or damages to property which may arise from or in connection with Sublessee’s operation and use of the Subleased Premises. The cost of such insurance shall be borne by the Sublessee. Coverage shall be at least as broad as:
a. Commercial General Liability Insurance. (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products completed operations, property damage, bodily injury and personal and advertising injury with limits no less than )LYH Million Dollars ($ ,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence. b. Property Insurance. Sublessee acknowledges that the insurance to be maintained by the Sublessor on the Subleased Premises will not insure against any of the Sublessee’s property or improvements made by the Sublessee. Accordingly, Sublessee shall maintain in full force and effect insurance against all risks of loss to any improvements or betterments, at full replacement cost with no coinsurance penalty provision.
c. Commercial Vehicle Liability Insurance. ISO Form Number CA 00 01 covering any auto (Code 1), or if Sublessee has no owned autos, hired (Code 8) and non-owned (Code 9), with limit no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
d. Workers’ Compensation Insurance. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. If Sublessee has no employees, it may certify or warrant to the Sublessor that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code and the requirement for Workers’ Compensation coverage may be waived by the Risk Manager.
e. Sublessee may use Umbrella or Excess Policies to provide the liability limits as required in this Sublease. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions, indemnity and defense requirements. The Umbrella and Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the "!
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24.07.30 SCLAA Standard Sublease Page 10 Exqudrum, LLC Bldgs 787 and 788 underlying CGL insurance. No insurance maintained by the Additional Insureds, whether primary or excess, and which also apply to loss covered hereunder, shall be called upon to contribute to a loss until Sublessee’s primary and excess policies are exhausted.
f. If the Sublessee maintains broader coverage and/or higher limits than the minimum limits shown above, the Sublessor requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Sublessee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Sublessor.
g. The insurance policies are to contain, or be endorsed to contain the following provisions:
i. Additional Named Insureds. Notwithstanding any
inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, the protection offered by the commercial general liability policy described in subsection (a) above shall bear an endorsement whereby it is provided that, the Southern California Logistics Airport Authority (“Sublessor”), the City of Victorville, the City Attorney, the Vict or Valley Economic Development Authority, the United States Air Force, and their respecti ve officers, officials, employees, servants, volunteers, agents, and independent contractors are named as Additional Insureds.
General Liability coverage can be provided in the form of an endorsement to the Sublessee’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 2038; and CG 20 37 if a later edition is used).
ii. Waiver of Subrogation Rights.
S u b lessee hereby grants to
the Southern California Logistics Airport Aut hority (“Sublessor”), the City of Victorville, the City Attorney, the Victor Valley Economic Development Authority, the United States Air Force, and their respective officers, of ficials, employees, servants, volunteers, agents, and independent contractors a waiver of any right to subrogation which any insurer of said Sublessee may acquire against the Southern California Logistics Airport Authority, the City of Victorville, the Cit y Attorney, the Victor Valley Economic Development Authority, and the United States Air Force. Sublessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Sublessor has received a waiver of subrogation endorsement from the insurer.
iii. Primary and Noncontributory. For any claims related to this Sublease, except for Workers’ Compensation claims, the Sublessee’s coverage shall be primary and noncontributory and at least as broad as ISO CG 20 01 04 13 with respects to the Southern California Logistics Airport Authority (“Sublessor”), the Victor Valley Economic Development Authority, the City of Victorville, the City Attorney and the United States Air Force and their officers, of ficials, employees, volunteers, contractors and subcontractors. Any insurance or self-insurance maintained by the Southern "!
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24.07.30 SCLAA Standard Sublease Page 11 Exqudrum, LLC Bldgs 787 and 788 California Logistics Airport Authority (“Sublessor”), 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 Sublessee’s insurance and shall not contribute with it.
19. Proof of Insurance Coverage.
a. Sublessee 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 Sublease and furnish to Sublessor certificates of said insurance on or before the Sublease Commencement Date.
b. Each insurance policy required in the Sublease shall provide that coverage should not be canceled, except with written notice to the Sublessor.
c. Sublessee shall furnish the Sublessor with original certificates of insurance and amendatory endorsements, or copies of applicable policy language effecting coverage required by this Sublease and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates, endorsements and copies or Declarations and Endorsements are to be received and approved before the Commencement Date.
However, failure to obtain the required documents prior to the Commencement Date shall not waive the Sublessee’s obligation to provide them.
d. Self-insured. If Sublessee is self-insured, it shall provide certificates or evidence to Sublessor indicating that its insurance meets the levels and requirements as set forth herein above.
20. Personal Property at Risk of Sublessee. All personal property which Sublessee maintains at the Subleased Premises shall be at the risk of Sublessee only.
Except for the grossly negligent, reckless, or unlawful intentional acts of the Sublessor, its agents, employees, guests, or invitees, the Sublessor shall not be liable for any damage to any property of Sublessee or for any damage to Sublessee’s property in moving the same to or from the Subleased Premises.
21. Utilities and Other Services.
a. Payment for Utility Charges. Sublessee shall contract with and pay the applicable provider, whether the provider is the Sublessor or other party, all charges for water, gas, electricity, waste disposal, sewer or other utilities used or supplied upon or in connection with its use of the Subleased Premises and shall indemnify, defend and hold harmless the Sublessor against any liability on account thereof. Sublessee shall obtain separate metering devices for utility services, as applicable. Sublessee agrees to promptly reimburse the Sublessor upon receipt of invoice, its proportionate share of the actual cost of utility services from any common utility service, which may have been "!
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24.07.30 SCLAA Standard Sublease Page 12 Exqudrum, LLC Bldgs 787 and 788 paid by Sublessor. In addition to the amount of the utility bill that the Sublessor may have paid, Sublessee shall pay to Sublessor a three percent (3%) administrative fee for any pass-through billing processed. In no event shall the Sublessor be liable for any interruption or failure in the supply of any such utilities to the Subleased Premises.
b. Consent to Energy Use Data Disclosure. By executing this Sublease, Sublessee hereby consents to disclosure of its energy usage data as required for Sublessor to comply with the California Public Resources Code section 25402.10 and the implementing regulations of the California Energy Commission (20 Cal. Code Regs. Sections 1680 through 1685). Strictly for the purposes of ensuring such compliance, including any required public disclosure of aggregated energy use, Sublessee agrees to provide such energy usage data directly to Sublessor and/or authorizes Sublessor to obtain the required energy usage data directly from Sublessee’s utility providers upon request without the need to execute any further authorizations or consent forms. Sublesse e’s consent and authorization is deemed given upon the execution of this Sublease and shall continue to be in effect throughout the Term or any extension thereof.
22. Alterations, Improvements and Additions.
a. Sublessee shall not make any alterations, improvements or additions to the Subleased Premises (collectively hereinafter the “Improvements”) without the prior written consent of the Sublessor. The Sublessor shall own all alterations, improvements, and additions that are affixed to the Subleased Premises without compensation to Sublessee, subject to subsection (b) below. Any personal property belonging to Sublessee may be removed by Sublessee at any time prior to the expiration of the Term of this Sublease, or extension thereof.
b. Once completed, Improvements authorized in writing by Sublessor and/or any specific Tenant Improvements as may be provided for elsewhere in this Sublease, shall not be removed by Sublessee, unless so required by the Sublessor in its sole discretion. At the end of the Term of this Sublease (or upon any earlier termination as may be provided for herein) Sublessor shall have the option to either require Sublessee to remove the Improvements or Tenant Improvements or elect to have such Improvements or Tenant Improvements become the property of Sublessor.
In the case of removal of equipment or fixtures, Sublessee shall restore the area of the Subleased Premises from which such removals are made to its original condition.
Sublessee shall require the issuance of a Faithful Performance Bond and a Payment Bond for any work performed on the Subleased Premises as set forth below:
BOND REQUIREMENTS - A Faithful Performance Bond benefitting the Sublessor 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 Sublessor-authorized Improvements or Tenant Improvements is signed, the successful bidder shall "!
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24.07.30 SCLAA Standard Sublease Page 13 Exqudrum, LLC Bldgs 787 and 788 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 Subles sor, at its sole discretion, shall determine and may from time to time change the routes of surface ingress and egress to and from the Subleased Premises, but agrees to locate such routes as conveniently as may be done for Sublessee, having in mind the reasonable requirements of the Sublessor with respect to the operation of the SCLA. Notwithstanding the above, if the rerouting of such ingress and egress routes si gnificantly disrupts the normal operations of Sublessee such that it results in material financial detriment to Sublessee, then Sublessee shall have the right to terminate this Sublease.
24. Signs. Sublessee shall not post, install, erect or operate any sign, placard, poster or other device on any part of the Subleased Premises without the prior written permission of the Sublessor. Such si gns as may from time to time be permitted by the Sublessor shall be made, posted, maintained and removed, and repair any damage caused by removal, at Sublessee’s own cost and expense. Sublessor shall have the right to remove unauthorized signs at Sublessee’s expense. Sublessee 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. Sublessee shall not suffer or permit any liens to stand against the Subleased Premises, or any part thereof, by reason of any work, labor, services or materials done for, or supplied to Sublessee or anyone holding the Subleased Premises or any part thereof through or under Sublessee. If any such lien shall at any time be filed against the Subleased Premises, Sublessee shall cause such lien to either be discharged of record sixty (60) days after the date that Sublessee receives notice of the filing. Notwithstanding the above, in any bona fide dispute between Sublessee and any third party concerning work done by the third party on or for the Subleased Premises, and as a result of the dispute the third party files a lien against the Subleased Premises, then, in lieu of obtaining the discharge of the lien within the sixty (60) day period, Sublessee, 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 Sublessee may file an appropriate bond or other device allowed by law to remove the lien.
26. Inspection by the Sublessor. Sublessee shall permit the Sublessor, or its agents, representatives, or employees to enter the Subleased Premises at mutually agreeable, reasonable times for the purpose of inspecting the Subleased Premises to determine whether Sublessee is complying with the terms of this Sublease, for the purpose of doing other lawful acts that may be necessary to protect the Sublessor’s interest in the Subleased Premises, or for the purpose of performing the Sublessor’s duties under this Sublease. Except in the event of an emergency, the Sublessor shall contact Sublessee, no less than seventy-two (72) hours prior to the time that Sublessor desires to enter the Subleased Premises to arrange a mutually agreeable time for the inspection. In addition, except in the event of an emergency, Sublessor shall not enter the Subleased Premises unless accompanied by a representative of Sublessee. "!
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24.07.30 SCLAA Standard Sublease Page 14 Exqudrum, LLC Bldgs 787 and 788
27. Damage or Destruction of Subleased Premises. Unless occasioned by the negligence or intentionally unlawful act of Sublessee, if, during the Term of this Sublease or any renewal thereof, any portion of the Subleased Premises shall be damaged by fire or other catastrophic event, so as to render such portion of the Subleased Premises untenable, the obligations under this Sublease shall be immediately suspended while such portion of the Subleased Premises remains untenantable. In the event of such damage, the Sublessee shall give Sublessor notice of such untenantable conditions and the Subl essor shall elect in its sole discretion, whether to repair the Subleased Premises or to cancel this Sublease with respect thereto. It shall notify Sublessee in writing of its election within thirty (30) days after such damage. In the event Sublessor elec ts to repair the Subleased Premises, the work or repair shall begin promptly and shall be carried on without unnecessary delay.
In the event the Sublessor elects not to repair the Subleased Premises or portion thereof, the Sublease shall be deemed canceled as of the date of damage with respect to the applicable portion. Such damage shall not extend the sublease Term. In the event that insurance proceeds are received by Sublessee under the Property Insurance policy required to be carried by Sublessee, and the Sublease is terminated under this Section, the Sublessor shall be entitled to the portion of such proceeds attributable to the fixtures, improvements, and other property which would remain with the Subleased Premises, and Sublessee shall be entitled to the portion of such proceeds attributed to the fixtures and property on the Subleased Premises which would be removed by Sublessee. Notwithstanding anything in this paragraph to the contrary, if the Subleased Premises are rendered inadequate for Sublessee to conduct its normal operations in or upon the Subleased Premises (or such portion of the Subleased 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 the damage occurred, then Sublessee, at its sole and exclusive option, may immediately terminate this Sublease.
Additionally, irrespective of whether Sublessee remains in possession and occupancy of the Subleased Premises or elects to terminate this Sublease, rent payable under this Sublease shall abate during the period that the Subleased Premises are not totally useable by Sublessee. The abatement shall be pro rata in proportion to the ratio that the amount of space which Sublessee is actually able to occupy and from which it is able to conduct operations bears to the total Subleased Premises. Sublessee shall continue to make all other payments during this period, including taxes.
28. Assignment and Subletting.
a. Sublessee shall not cause, or permit, by operation of law or otherwise, any assignment, encumbrance or transfer of this Sublease or any estate or interest therein without the prior written consent of the Sublessor.
b. Sublessee shall not sublet the Subleased Premises or any part thereof without the prior written consent of the Sublessor. Any consent to a sublease or assignment shall be conditioned upon the proposed subtenant or assignee demonstrating to Sublessor its ability to perform and complete the obligations of Sublessee under this Sublease, a determined by objective standards of financial "!
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24.07.30 SCLAA Standard Sublease Page 15 Exqudrum, LLC Bldgs 787 and 788 capability, creditworthiness and experience required for such performance. In addition, if Sublessee’s proposed sublease or assignment arrangement will result in any increased rents or profits accruing to Sublease in excess of the Monthly Base Rent due to Sublessor under this Sublease, such consent shall further be conditioned upon Sublessor receiving fifty percent (50%) of the excess amount thereof. An assignment or subletting shall not relieve Sublessee of any of its obligations or liabilities under this Sublease: both Sublessee and any subsequent assignees will be deemed to be bound hereunder. The Sublessor’s consent to any such assignment, transfer or subletting shall not constitute consent to any further assignment, transfer or subletting.
c. The provisions of this Section 28 are not intended, nor should they be construed, to prevent Sublessee from allowing such independent contractors onto the Subleased Premises who are involved in Sublessee’s normal operations on the Subleased Premises (such as repair and maintenance personnel, janitorial personnel and similar personnel). Additionally, nothing in this Section 28 should be construed to prevent subcontractors of Sublessee from conducting their work on the Subleased Premises in conjunction with the normal operations conducted by Sublessee. To the extent that Sublessor must grant its consent for Sublessee’s subcontractors to enter onto the Subleased Premises for the above-described purposes, consent is hereby deemed to be granted.
29. Indemnification. To the fullest extent permitted by law, Sublessee hereby agrees to defend, indemnify and hold harmless Sublessor, the City of Victorville, the Victor Valley Economic Development Authority, the United States Air Force and each of their respective officers , officials, employees, dire ctors, agents, volunteers, independent contractors and assigns (collectively hereinafter the “Sublessor Indemnified Parties”), from and against any and all claims, actions, suits, proceedings, demands, losses, judgments and costs and expenses, including attorneys’ fees, arising from any legal action or proceeding initiated by any individual or entity arising out of, or resulting from the performance of this Sublease, except for any such claim arising out of the sole negligence or willful misconduct of the Sublessor Indemnified Parties.
30. The Sublessor’s Environmental Representations.
a. Except as otherwise provided in Section 14 hereof, Sublessee shall not be held responsible or deemed liable by the Sublessor for any hazardous environmental condition on the Subleased Premises, which existed prior to Sublessee’s occupancy of the Subleased Premises.
b. Except as provided in Section 14 hereof, the Sublessor represents that to the best of its actual knowledge, the Subleased 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 Sublease. In the event that any hazardous environmental conditions exist on the Subleased Premises as of the Sublease Commencement Date which result in a loss to Sublessee and which were caused by Sublessor, the Air Force or pa rties or entities within the control of, or "!
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24.07.30 SCLAA Standard Sublease Page 16 Exqudrum, LLC Bldgs 787 and 788 under contract with Sublessor, then the Sublessor shall indemnify, defend and hold Sublessee harmless from any costs, expenses, attorney fees or liabilities relating to any claims of such violations or conditions ex isting prior to Sublessee’s occupancy of the Subleased Premises. Sublessor shall indemnify Sublessee from hazardous environmental conditions or violations caused directly by the Sublessor, its employees, agents or licensees during or subsequent to the Term of this Sublease.
c. Sublessee shall be solely responsible for obtaining at its cost and expense; any environmental permits required for its operation under this Sublease 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 if released into the workplace or the environment. Hazardous Materials include hazardous wastes, toxic substances, petrol eum 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. Following the Commencement Date, Sublessee shall not cause or permit any Hazardous Materials to be used, generated, manufactured, produced, stored, brought upon, or released, on, under or about the Subleased Premises, or transported to and from the Subleased Premises, by Sublessee, its agents, employees, contractors, or invitees in violation of any Environmental Laws. Sublessee shall indemnify, defend and hold harmless the Sublessor from any damage, cost, expense, liability, fine, or penalty resulting from any unauthorized discharge, emission, spill, storage, release, disposal or use of any Haza rdous Materials by Sublessee, its officers, agents, employees, contractors or invitees or any of them. This obligation of Sublessee shall survive the Expiration Date or earlier termination of this Sublease and shall apply whenever the Sublessor incurs cost or liability arising from any use or activity of Sublessee relating to Hazardous Materials during the Term hereof.
c. Without limiting the foregoing, if the presence of any Hazardous Materials on, under or about the Subleased Premises caused by Sublessee, its agents, employees, contractors, or invitees results in an unpermitted, unscheduled or unauthorized release or contamination of the Subleased Premises by such Hazardous "!
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24.07.30 SCLAA Standard Sublease Page 17 Exqudrum, LLC Bldgs 787 and 788 Materials at any time during the Term or any extension thereof, then Sublessee shall at its sole cost and expense promptly take all actions necessary to return the Subleased Premises to the condition existing prior to the unpermitted, unscheduled or unauthorized release of any such Hazardous Materials on the Subleased Premises.
d. Sublessee shall immediately notify the Sublessor of the occurrence of any of the following events: (i) receipt by Sublessee of any correspondence or communication from any governmental entity regarding the application of Environmental Laws to the Subleased Premises or the investigation or enforcement by such governmental entity of any such Environmental Laws in connection with Sublessee’s occupancy or use of the Subleased Premises, and (ii) unpermitted, unscheduled or unauthorized release of any Hazardous Materials on the Subleased Premises which may occur at any time during the Term (or any extension thereof) of the Sublease.
e. To the extent Sublessee may conduct any use or activity on the Subleased Premises which includes the use, handling, transport, or disposal of any Hazardous Materials in quantities which exceed the threshold amounts authorized under California Health and Safety Code Section 25507, Sublessee shall, at its sole cost and expense, 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 Subleased 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 Sublessee, its agents, employees, contractors, or invitees, fails to use and maintain the Subleased Premises in accordance with the provisions of this Section 31, Sublessor and/or the City of Victorville (the “City”) shall have the right, but not the obligation, to enter the Subleased Premises and undertake remedial action as necessary in order to ensure that the Subleased Premises are in compliance with all Environmental Laws. In such event, Sublessee shall reimburse Sublessor and/or the City for all reasonable sums incurred by it for such remediation activities for which Sublessee is responsible pursuant to Sections 30 and 31. In such event Sublessor 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 Subleased Premises. On the Expiration Date, Sublessee shall surrender and deliver possession of the Subleased Premises to the Sublessor clean and free of debris and in as good condition as it was on the Sublease Commencement Date, reasonable wear and tear excepted.
33. Compliance with Laws. Sublessee shall comply with all applicable Federal, State, and local laws, regulations and standards that are or may become applicable to Sublessee’s activities on the Subleased Premises (hereafter collectively “Laws”, including without limitation the SCLA and FAA Rules and Regulations).
Additionally, Sublessee shall comply with al l “Quantity/Distance” requirements as set "!
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24.07.30 SCLAA Standard Sublease Page 18 Exqudrum, LLC Bldgs 787 and 788 forth by the Bureau of Alcohol Tobacco and Firearms, and other regulatory entities, as appropriate. Sublessee agrees to abide by and conform to the SCLA 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 Sublessor shall have the right, from time to time, to modify, amend and enforce said rules and regulations. In addition, Sublessee agrees to abide by the Selected FAA Rules and Regulations, attached hereto as Exhibit F 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. Sublessor shall not be responsible to Sublessee for the noncompliance with said rules by other tenants, their officers, agents, employees, and invitees. The judgment of any court of competent jurisdiction, or the admission of Sublessee in a proceeding brought against Sublessee by any government entity, that Sublessee has violated any such Laws (except where such admission may be the basis for settlement) shall be conclusive as between the Sublessor and Sublessee and shall constitute grounds for declaration of default, breach, forfeiture, and termination of this Sublease by the Sublessor.
34. Defaults.
a. In the event Sublessee should default in the performance of any covenant or condition of this Sublease (excluding the payment of any monthly rent or other amounts due hereunder) and such default is not cured or removed within thirty (30) days after service of written notice upon Sublessee of such default in the performance of any covenants and conditions; then in such event, the Sublessor shall have the right and option to terminate this Sublease, to re-enter the Subleased Premises, to evict Sublessee and to remove Sublessee’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 Sublessee, 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 Sublessee continues to make a diligent effort to cure the default.
The occurrence of any of the following events shall also be a Default under this Sublease; (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined in 11 U.S.C. § 101 or any successor statue thereto (unless, in the case of a petition filed against Sublessee, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Sublessee’s assets located at the Subleased Premises or of Sublessee’s interest in this Sublease, wher e possession is not restored to Sublessee within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all Sublessee’s assets located at the Subleased Premises or of Sublessee’s interest in this Sublease, where such seizure is not discharged within thirty (30) days; provided, however, in the event that any provision of this paragraph is "!
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24.07.30 SCLAA Standard Sublease Page 19 Exqudrum, LLC Bldgs 787 and 788 contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.
b. Failure to pay Monthly Base Rent or any other amounts required to be paid to Sublessor by Sublessee when due shall also be deemed a default which Sublessee 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 Sublessor need not declare a default and have such default remain uncured prior to delivery of such statutory notice.
35. Remedies of the Sublessor. In the event of any breach of the Sublease by Sublessee and the cure periods described in Section 34 hereof have expired, the Sublessor may at any time thereafter, with or without notice or demand and without limiting the Sublessor in the exercise of any other right or remedy which the Sublessor may have by reason of such breach, do any of the following:
a. terminate Sublessee’s right to possession of the Subleased Premises by any lawful means, in which case this Sublease shall terminate, and Sublessee shall surrender possession of the Subleased Premises to the Sublessor.
This may involve the Sublessor filing an unlawful detainer action and receiving a court order for Sublessee to vacate the premises. In any such event, the Sublessor shall be entitled to recover from Sublessee all damages incurred by the Sublessor by reason of Sublessee’s default, including, but not limited to the cost of repairing or restoring damages to the Subleased Premises caused by Sublessee, the cost or removal of Sublessee’s improvements, fixtures and other contents of the Subleased Premises, costs associated with past or future brokerage commissions and marketing expenses and the other costs payable by the Sublessor in connection with the recovery of possession of the Subleased Premises, including but not limited to reasonable attorneys’ fees and court costs, as well as: (a) 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 (b) 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 Sublessee proves could be reasonably avoided; or
b. pursue any other remedy now or hereafter available to the Sublessor under the laws or judicial decisions of the State of California.
36. Default of Sublessor. In the event Sublessor should default in the performance of any covenant or condition of this Sublease and such default is not cured or removed within thirty (30) days after service of written notice of default upon Sublessor, then, Sublessee shall have the right and option to terminate this Sublease.
If Sublessor, 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, "!
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24.07.30 SCLAA Standard Sublease Page 20 Exqudrum, LLC Bldgs 787 and 788 then such period shall be extended for an additional thirty (30) days provided Sublessor continues to make a diligent effort to cure the default. In the event of an uncured default Sublessee shall have all remedies available at law or in equity for any default or breach of this Sublease by the Sublessor.
37. Force Majeure-Unavoidable Delays. If the performance of any act required by this Sublease to be performed by either Party is prevented or delayed by reason of an act of God; strike; lockout; labo r disputes; 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 Sublessee as required by this Sublease 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, or sent by a nationally recognized overnight courier, addressed as follows:
To the Sublessor: 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 the Sublessee: Exquadrum, LLC
13313 Sabre Boulevard, Suite 1
Victorville, CA 92394
Attn: Eric Schmidt
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 in the United States mail.
39. Miscellaneous.
a. One or more waivers of any provision of this Sublease by the Sublessor shall not be construed as a waiver of a subsequent breach of the same provision and the Sublessor’s consent or approval shall not be deemed to waive or "!
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24.07.30 SCLAA Standard Sublease Page 21 Exqudrum, LLC Bldgs 787 and 788 render unnecessary the Sublessor’s consent or approval to or of any subsequent or similar act by Sublessee.
b. If either Party to this Sublease 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 prosec uted 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 includ e, 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 Sublessor has agreed to arbitrate any dispute which may arise hereunder.
c. This Sublease can be modified, supplemented, amended, or rescinded only by a writing expressly referring to this Sublease and signed by authorized representatives of the Parties.
d. If any provision of this Sublease or any application thereof shall be invalid or unenforceable, the remainder of this Sublease and any other application of such provision shall not be affected thereby. Unless otherwise expressly provided herein, any approval or consent of Sublessor required hereunder shall not be unreasonably withheld or delayed. This Sublease 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 this Sublease are for purposes of reference only and shall not limit or define the meaning hereof.
e. This Sublease contains the entire understanding and agreement of the Parties, supersedes all prior understandings and agreements, and cannot be changed orally. This Sublease 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 Sublease 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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24.07.30 SCLAA Standard Sublease Page 22 Exqudrum, LLC Bldgs 787 and 788 g. This Sublease shall be of no force or effect unless executed by both Parties. Each person executing this Sublease 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 Sublease is executed.
h. This Sublease 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]
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24.07.30 SCLAA Standard Sublease Page 23 Exqudrum, LLC Bldgs 787 and 788 IN WITNESS WHEREOF, the Parties have executed this Sublease as of the day and year first written above.
SUBLESSEE:
EXQUADRUM, LLC
_____________________
Date
__________________________
Brendan Cooney
6HFUHWDU\
SUBLESSOR:
SOUTHERN CALIFORNIA LOGISTICS AIRPORT AUTHORITY (“SCLAA”) __________________________ _____________________
Keith C. Metzler Date
Executive Director
ATTEST:
__________________________ _____________________
Jennifer Thompson Date
SCLAA Secretary
APPROVED AS TO STANDARD FORM:
__________________________ _________________
Andre de Bortnowsky Date
SCLAA Legal Counsel
RISK MANAGER
__________________________ _____________________
Sandra Bostick Date
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24.07.30 SCLAA Standard Sublease Page 24 Exqudrum, LLC Bldgs 787 and 788
EXHIBIT A
DESCRIPTION OF SUBLEASED PREMISES
Building 787 consisting of approximately Five Thousand Four Hundred Ninety-One (5,491) square feet of storage space and Yard Space consisting of approximately Thirty-One Thousand Five Hundred (31,500) square feet, located on the SCLA at 13745 Missile Road, Victorville, CA 92394, as depicted on Exhibit A-1. Vehicle parking space is located immediately north and south of Building 787 as depicted on Exhibit A-1; and Building 788 consisting of approximately Five Thousand Four Hundred Ninety-One (5,491) square feet of storage space and Yard Space consisting of approximately Thirty-One Thousand Five Hundred (31,500) square feet, located on the SCLA at 13745 Missile Road, Victorville, CA 92394, as depicted on Exhibit A-1. Vehicle parking space is located immediately north and south of Building 788 as depicted on Exhibit A-1; and Additional Yard Space consisting of ap proximately Sixty Thousand Six Hundred Seventy-Five (60,675) square feet as depicted on Exhibit A-1.
This Property combined in total, with the improvements thereon, represent the Subleased Premises.
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䣒䣧䣴䣫䣯䣧䣶䣧䣴䣴䢢䣔䣦
([KLELW$
䢭䢱䢯䢯䢢䢵䢵䢷䢩
- +
ͪ̒7ɰɮ̈ɲɭɭ,6/6
- +
ͪ̒7ɰɮ̈ɲɭɭ,6/6
Gate Entrance
Bldg 787
+/- 5,491 Sq. Ft.
Bldg 788
+/- 5
,491 Sq. Ft.
Vehicle Parking
Vehicle Parking
Vehicle Parking
Vehicle Parking
Vehicle
Parking
Vehicle
Parking
Vehicle
Parking
Vh il
Pk i
Vehicle
Parking
Additional Yard
Space
+/- 60,675 Sq. Ft.
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24.07.30 SCLAA Standard Sublease Page 25 Exqudrum, LLC Bldgs 787 and 788
EXHIBIT B
TENANT IMPROVEMENTS
Subject to the terms and conditions of the Sublease, Sublessor and Sublessee hereby affirm and acknowledge that the following items of work shall represent the Tenant Improvements contemplated for Building 787 and 788 within this Sublease. The Tenant Improvements must be approved in writing by Sublessor prior to any work being performed.
Location Description Notes
Throughout Bldg
787 & 788
Fix & replace roll-up doors. As needed,
where needed.
Throughout Bldg
787 & 788
Painting. As needed,
where needed.
Throughout Bldg
787 & 788
Patch or repair walls & flooring As needed,
where needed.
Throughout Bldg
787 & 788
Secure roll-up doors Throughout.
Throughout Bldg
787 & 788
Roof Maintenance As needed,
where needed
Throughout Bldg
787 & 788
Miscellaneous minor improvements As needed,
where needed
Yard Space Grading As needed,
where needed
Yard Space Install fencin g & Gate Throu ghout.
Other improvements as approved.
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24.07.30 SCLAA Standard Sublease Page 26 Exqudrum, LLC Bldgs 787 and 788
EXHIBIT C
SCLA RULES AND REGULATIONS
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Southern California
Logistics Airport
Rules and Regulations
Amended
April 17, 2007
Exhibit C
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.1 of 38
RULES AND REGULATIONS FOR THE USERS OF SOUTHERN CALIFORNIA LOGISTICS AIRPORT; ESTABLISHING FEES FOR THE VARIOUS USES; DEFINING TERMS; PROHIBITING OR LIMITING CERTAIN ACTIVITIES; FIXING PENALTIES FOR VIOLATIONS; AND PROVIDING FOR AMENDMENTS TO
THESE RULES AND REGULATIONS AS MAY BE NEEDED FROM TIME TO TIME SECTION 1. SHORT TITLE:
1.1 These Rules and Regulations shall be referred to as the Southern California Logistics Airport (SCLA) Rules and Regulations. It may be amended by a majority vote by the Board of the Southern California Logistics Airport Authority (SCLAA).
SECTION 2. APPLICABILITY:
2.1 These Rules and Regulations apply equally to every Airport User. The Airport Operating Manual or Specifications, as applicable, adopted in accordance with FAR Part 139, and the Airport Policies and Procedures Manual are hereby made by reference a part of these Rules and Regulations.
SECTION 3. RESPONSIBILITIES
:
3.1 Management: It shall be the responsibility of the Airport Director to fairly and impartially administer these Rules and Regulations.
3.2 Users: It shall be the responsibility of every Airport User, pilot or other, to become familiar with the SCLA Rules and Regulations and to obey those Rules and Regulations. Current copies of these Rules and Regulations will be maintained reflecting any amendments and will be posted at the SCLA Administrative Office and at Million Air. Additional copies will be provided by the SCLA Airport Director through the SCLA Administrative Office to any Airport User who requests such copy.
SECTION 4. DEFINITIONS:
For the purposes of these Rules and Regulations, the following definitions and meanings shall apply unless otherwise specified:
4.1 “Air Operations Area” or “AOA” means the area upon which aircraft are able to operate and includes the runways, taxiways, taxi lanes, apron area, and the vehicle and personnel gates that lead to these areas.
4.2 “Air Carrier” means any person who undertakes directly, by lease, or other arrangement, to engage in air transportation of persons or things. An “Air Carrier” operates in various categories, under authority or certification by the FAA and holds a current FAA certificate to transport air passengers or property for hire.
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4.3 “Aircraft” means a device that is used, or is intended to be used, for flight in the air. “Aircraft” includes airplanes, helicopters and gliders, and lighter than air devices such as blimps or balloons, but does not include hang gliders.
4.4 “Aircraft Owner” shall mean a Person who holds title to an Aircraft.
4.5 “Aircraft Operator” shall mean the Person who is operating or controlling an Aircraft while said Aircraft is on Airport property.
4.6 “Aircraft Storage” shall have the same meaning as “Stored Aircraft”.
4.7 “Airport” means the SCLA, its buildings and facilities, all lands owned and or controlled by the SCLAA contiguous to the airport, including airspace above such land and the designated approaches thereto.
4.8 “Airport Director” means that person so appointed by the SCLAA or his designated representative.
4.9 “Airport Master Security Program” or “Airport Security Program” means the Security Program, which is the responsibility of an Airport Operator pursuant to TSA 1542.
4.10 “Airport Operations and Security Department” or means the Airport Operations and Security Department of the Southern California Logistics Airport.
4.11 “Airport Security Areas” or “Secure Areas” means Air Operations Areas, roadways, and common Air Carrier areas within terminal facilities (i.e. baggage makeup areas), excluding exclusive leasehold structural areas, to which public access is limited or denied under Airport Master Security Program.
4.12 “Airport Security Coordinator” or “ASC” means an individual appointed by the Airport Director, charged with the responsibility to implement and enforce the Airport Master Security Program, employed by the City of Victorville and under the direction of the Airport Director, or the Airport Security Coordinator’s designated representative.
4.13 “Airport Tenant” means an individual, partnership, corporation or other business entity, and its agents, employees, representatives, and subtenants which occupies or controls all or part of Airport areas, buildings or other facilities which they lease from the Southern California Logistics Airport Authority.
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4.14 “Airport Tenant Security Program” shall have the same meaning as set forth in TSA1542.113, entitled “Airport Tenant Security Programs.”
4.15 “Airport User” means any Person who uses the Southern California Logistics Airport, including but not limited to, Airport Tenants and subtenants, Fixed Base Operators, Air Carriers, Aircraft Owners, Aircraft Operators, Commercial Operators, passengers, and their employees, agents, representatives, agents, successors and assigns.
4.16 “Authorized Person” means an individual authorized with a Personnel Identification Badge issued by the Airport Security Coordinator, or his designated representative, to have unescorted access authority to Airport Security Areas.
4.17 “Air Traffic” means Aircraft operating in the air or on an Airport surface, exclusive of loading ramps or parking areas.
4.18 “Air Traffic Clearance” means an authorization issued by Air Traffic Control personnel for an Aircraft to proceed under specified traffic conditions within controlled airspace.
4.19 “Air Traffic Control” or “ATC” shall mean the Air Traffic Control of the Southern California Logistics Airport.
4.20 “Airworthy Condition” means a condition wherein an Aircraft can take flight under its own power. See definition of “Non-Airworthy Aircraft” below.
4.21 “Autorotation” means a rotorcraft flights condition in which the lifting rotor is driven entirely by action of the air when the rotorcraft (helicopter) is in motion.
4.22 “Balloon” means a lighter-than air aircraft, which is not engine-driven.
4.23 “Based Aircraft,” means Aircraft that are parked on the Airport for thirty (30) days or longer and are not part of an aircraft storage program.
4.24 “Ceiling” means the height above the earth's surface of the lowest layer of clouds or obscuring phenomena, that is reported as “broken,” “overcast,” or “obscuration,” and is not classified “thin” or “partial”.
4.25 “City” means the City of Victorville.
4.26 “Commercial Operator” means any Person who, for compensation or hire, engages in the carriage of persons, property, or mail in air commerce, or engages in other aerial activity such as flight instruction, aerial photography, fire fighting, agricultural aviation activities, or traffic surveillance. "!
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4.27 “Criminal History Records Check (CHRC)” means a fi ngerprint-based criminal history records check as described in 49 CFR § 1542.
4.28 “Commercial Use” means use of SCLA for revenue-producing commercial activities.
4.29 “Dismantled Aircraft” means an Aircraft which has been disassembled to a point where it is not reasonable to assume that said Aircraft can be reassembled and placed in an Airworthy Condition.
4.30 “Driving Permit” means a permit issued by the Airport Director or his designee in order for an Individual to operate a Vehicle on the Airport.
4.31 “Escort” means an Authorized Person or Authorized Persons accompanying, monitoring, directing and controlling the actions of an Individual or Individuals who are not displaying Personnel Identification Badges, and/or who are not otherwise Authorized Persons, within Airport Security Areas. The Authorized Person(s) performing an Escort must be displaying valid Personnel Identification Badges, must be accompanying the Individual or Individuals for performance of direct job duties and must ensure that those Individuals who are being escorted remain within sight and sound at all times.
4.32 “Executive Director” means the Executive Director of the Southern California Logistics Airport Authority.
4.33 “FAA” means the Federal Aviation Administration of the United States Government or any federal agencies succeeding to its jurisdiction.
4.34 “Fixed Base Operator” means any Person who rents, leases, or owns facilities located on SCLA, who by virtue of his specific type of aviation or aviation related activity, requires the occupancy of a site with contiguous aircraft apron and direct access to the Aircraft Operation Area, and who engages in a business activity providing aviation sales or service, including but not limited to any of the following:
1. Selling and/or servicing new and used Aircraft and
component parts;
2. Aircraft maintenance and repairs;
3. Sales and/or repair of avionics;
4. Aviation training (including ground or flight instruction);
5. Aerial photography;
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6. Air ambulance service;
7. Aircraft agricultural operations (crop dusting, spraying, or the application of seed, fertilizers, pesticides, defoliants, etc);
8. Aircraft rental, charter, leasing;
9. Aircraft Storage;
10. Fuel and oil sales and servicing; and
11. Aircraft servicing or ground handling including cargo handling, baggage handling, lavatory service, water service, air starts, ground power, or other elements related to aircraft handling.
4.35 ”Flight Visibility” means the average forward horizontal distance from the cockpit of an Aircraft in flight, at which prominent unlighted objects may be seen and identified by day, and prominent lighted objects may be seen and identified by night.
4.36 “Ground Visibility” means prevailing horizontal visibility near the earth's surface.
4.37 “Helicopter” means a rotor driven aircraft (rotorcraft) that, for its horizontal motion, depends primarily on its engine-driven rotors.
4.38 “IFR” means Instrument Flight Rules covering meteorological conditions below the minimums for flight under visual (VFR) conditions.
4.39 “Individual” means a natural person.
4.40 “Maintenance” means inspection, overhaul, repair, preservation, and the replacement of parts, including preventive maintenance.
4.41 “Movement Area” means the runways, taxiways, and other areas of the Airport, which are utilized for taxiing, takeoff, and landing of Aircraft. The Movement Area does not include parking and loading ramps. Entry into the Movement Area requires ATC approval.
4.42 “Night” means the time between the end of evening civil twilight and the beginning of morning civil twilight as published in the American Air Almanac, converted to local time.
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4.43 “Non-Airworthy Condition” means when an Aircraft cannot take flight under its own power as a result of being in disrepair or in the process of being disassembled.
4.44 “Notice of Violation” means a written notification of non-compliance with these Rules and Regulations, issued by the Airport Director or his designated representative.
4.45 “Person” means an individual, firm, partnership, corporation, company, association, joint-stock association, or governmental entity, and includes a trustee, receiver, assignee, or similar representative of any of them.
4.46 “Personnel Identification Badge” means a Personnel Identification Badge issued to an Individual by the Southern California Logistics Airport for purposes of granting that Individual unescorted access authority to the Restricted Area.
4.47 “Ramp” means an improved surfaced area reserved exclusively for the parking and taxiing of Aircraft.
4.48 “Restricted Area” means all areas or facilities accessible only by Authorized Persons or Persons under Escort, and including all Ramp areas and the Aircraft Operations Area (AOA).
4.49 “Roadway” means that portion of an area improved or designed or ordinarily used for vehicular travel. A roadway on the Airport Operations Area is called a vehicle service road (“VSR”).
4.50 “Runway” means an improved surfaced area reserved exclusively for the landing and taking off of Aircraft.
4.51 “Scheduled Air Carrier” means any Person providing scheduled passenger or cargo service from the Airport in accordance with a published schedule and having at least one scheduled departure per day, or no less than five scheduled departures per week, and operating under authority of the Federal Aviation Administration and the Airport.
4.52 “Security Perimeter” means the portion of the Airport that is enclosed by fencing, walls or other barriers, and to which access is controlled through designated entry points.
4.53 “SCLA” means Southern California Logistics Airport.
4.54 “SCLAA” means Southern California Logistics Airport Authority. "!
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4.55 “Security Devices” means equipment installed or placed by or under the direction of the Southern California Logistics Airport Authority, or designated representative, to monitor or control entrances to and exits from Airport Security Areas. “Security Devices” include, but are not limited to, bells, sirens, communication equipment, locks and corresponding keys, emergency exits, electronic access control and other security equipment.
4.56 “Security Identification Display Area” or “SIDA” shall have the same meaning as set forth in TSA1542.205. Before being granted unescorted access to the SIDA, Individuals must undergo a Criminal History Record Check and employment history verification.
4.57 “Security Screening Area” means an access point, including entrances and exits, to the Airport Security Areas, Secure Areas and the Sterile Areas, where Vehicles, equipment, Individuals, and belongings are inspected prior to entrance.
4.58 “Sterile Area” means an area to which access is controlled by the inspection of Individuals and property in accordance with FAA and TSA requirements.
4.59 “Stirling Airport International” or “SAI” means SCLA’s development partner.
4.60 “Stored Aircraft” means aircraft that ar e parked at/on airport property and are part of an aircraft storage program.
4.61 “Taxiway” means an improved surfaced area reserved exclusively for use by aircraft to proceed to and from ramp and runway areas.
4.62 “Traffic Pattern” means the traffic flow that is prescribed for aircraft landing at or taking off from SCLA.
4.63 “Unnecessary Noise” means any engine noise that is greater than the level produced when the engines are at idle except when required for taxiing of the aircraft, takeoff or landings.
4.64 “Vehicle” means every device in, upon or which any Individual or property is or may be transported or drawn upon a roadway, excepting devices moved by human power or used exclusively upon stationary rails or tracks. A bicycle shall be considered a vehicle under all portions of these Rules and Regulations, which govern right-of-way.
4.65 “Vehicle Owner” means a person who holds the legal title of a vehicle.
4.66 “Vehicle Service Road” or “VSR”. (See Roadway.)
4.67 “VVEDA” means the Victor Valley Economic Development Authority. "!
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4.68 “VFR” means Visual Flight Rules covering meteorological conditions, above those requiring flight under IFR conditions.
4.69 “Word Construction”: The following construction applies throughout these Rules and Regulations:
1. Words importing the singular include the plural,
2. Words importing the plural include the singular; and,
3. Words importing the masculine gender include the
feminine and the neutral gender.
SECTION 5. NECESSITY:
5.1 These Rules & Regulations are enacted to protect the health, safety and peace, and to promote the welfare and convenience of the general public using SCLA, or affected by activities related to the Airport by providing for the orderly conduct of activities on, or related to, the Airport. The use of the Airport or any of its facilities in any manner shall create an obligation on the part of the Airport User to obey all of the rules and regulations herein provided.
SECTION 6. BASED AIRCRAFT:
6.1 Any Person desiring to base an Aircraft at SCLA shall register such Aircraft at the Airport Operations and Security Department as soon as possible but not later than 24 hours after the arrival of the Aircraft. If a change in ownership occurs while the Aircraft is based at the Airport, the new Aircraft Owner shall re-register the Aircraft with the Airport Operations and Security Department, again, no later than 24 hours after the change in ownership occurred.
6.2 Except as specifically set forth in an Airport land or facility sublease, Aircraft in a Non-Airworthy Condition shall not be permitted to remain on the Airport in excess of five (5) days without the express prior written permission of the Airport Director. Such Aircraft shall be removed from the Airport or stored at the Aircraft Owner’s expense.
SECTION 7. AIRCRAFT STORAGE AND PARKING:
7.1 Aircraft shall only be stored or parked at places as set forth in such Person’s sublease or as may be authorized by the Airport Director, and such storage or parking shall be at the sole risk of the Aircraft Owner and/or Aircraft Operator, and without any responsibility to SCLAA, VVEDA or Stirling Airport International, or any of their officers, employees, agents or representatives, for any loss of, or damage to the Aircraft while so stored or parked. The Aircraft Owner and/or the Aircraft Operator shall be responsible for the tying-down and/or securing of his Aircraft. The Aircraft Owner and/or Aircraft Operator shall likewise be responsible for any liability arising from or caused by his "!
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Aircraft or his activities. All Airport Tenants desiring to store Aircraft at SCLA must notify the Airport Director in writing prior to the Aircraft arriving at SCLA.
SECTION 8. COMMERCIAL ACTIVITY:
8.1 No Person shall utilize SCLA for any revenue-producing commercial activities without the express written permission of SCLAA or its designated representative, and obtaining a City of Victorville Business License for such activities, and paying the fees and charges established for such use or license.
SECTION 9. AIRPORT FEES
:
9.1 Funding for Airport operations and capital improvements is derived through various types or classes of Airport User Fees. Airport User fees are specifically established to compensate the Airport for the use, maintenance and repair of Airport facilities, as well as to minimize the need for on-going general taxpayer support.
9.2 A schedule of rates and charges for the use of the Airport and its facilities may be found as Attachment A to these Rules and Regulations.
9.3 Any Aircraft Owner or Aircraft Operator who fails to pay any fee duly charged for Aircraft owned or controlled by him shall have such Aircraft subject to impounding until the fees are paid, along with any impound fees, or until the Aircraft is sold for charges.
SECTION 10. HOURS OF OPERATION:
10.1 SCLA shall be open for public use at all hours of the day and night, subject to any restrictions imposed by the Airport Director due to inclement weather, condition of the landing area, presentation of special events, construction or repair activities, or similar causes. The control tower is open 24 hours a day, 7 days a week. The Airport is attended from 6:00 A.M. to 10:00 P.M. daily by Million Air. Services may be obtained from Million Air during said hours at telephone number (760) 246-7794 or UNICOM (122.85 MHz).
SECTION 11. UNATTENDED AIRCRAFT:
11.1 No Aircraft shall be left unattended on the Airport unless properly secured or within a hangar. Aircraft Owners and/or Aircraft Operators of Aircraft left so unattended shall be liable for damage to other Aircraft or property resulting from the failure to adequately secure or tie down the Aircraft.
SECTION 12. MAINTENANCE:
12.1 Unless otherwise authorized by the Airport Director, or specified as a permitted use in an Airport facility or land sublease, no Aircraft or Vehicle maintenance, other than that which is required to remove damaged Aircraft from the Runway or Taxiway(s), or that which is necessary to replace a flat tire, shall be "!
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performed at SCLA except in areas specifically designated by the Airport Director for that purpose.
SECTION 13. EQUIPMENT REQUIREMENTS:
13.1 Every Aircraft using SCLA shall be equipped with a fully functional, two-way radio, except when operating into or from the Airport under an FAA waiver for radio maintenance. The ATC frequency is 118.35 MHz and the ground control frequency is 124.45 MHz. Weather and traffic advisories are broadcast on 109.40 MHz. No fixed-wing Aircraft equipped with a tailskid shall operate on any paved surface of SCLA.
SECTION 14. ACCIDENTS:
14.1 Every Person involved in, or witnessing an Aircraft operating accident on the Airport shall report promptly the details of such accident to the Airport Director, ATC, or FAA.
14.2 In addition, the Aircraft Owner and/or the Aircraft Operator, including pilot, shall report fully to the California Division of Aeronautics the details on any accident in which there is death or injury, or in which damage to the property of others exceeds $400.00.
14.3 The Aircraft Owner and/or the Aircraft Operator of an Aircraft which is damaged or wrecked in an accident shall be responsible for the prompt removal of the Aircraft as directed by the Airport Director.
14.4 Where the Aircraft Owner and/or Aircraft Operator of an Aircraft which is damaged or wrecked in an accident is unable to arrange for removal of such disabled or wrecked Aircraft, the Airport Director shall have the authority to move, or arrange the removal of, the Aircraft when released (if applicable) by the FAA or the National Transportation Safety Board (NTSB).
14.5 No liability shall be incurred by the SCLAA, SAI, VVEDA, the Airport Director or any of their officers, employees, agents, successors and assigns, for damage aggravated by, or resulting from, removal of an Aircraft pursuant to Section 14.4 of these Rules and Regulations.
SECTION 15. NOISE:
15.1 No Person shall operate any Aircraft in flight or on the ground in such a manner as to cause Unnecessary Noise as determined by applicable Federal or State or local laws and regulations.
SECTION 16. RESTRICTED AREAS:
16.1 Restricted Areas include those areas leased to the Army National Training Center, Advanced Unmanned Systems-Concept Exploration, Southern California Aviation, Victorville Aerospace LLC, Army Reserve, or other area that has direct access to the AOA. No Person shall enter any Restricted Area "!
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except (a) employees or invitees of the leaseholder, (b) Persons duly authorized by the Airport Director, including, but not limited to, Authorized Persons who have received Personnel Identification Badges, or (c) security or fire-fighting personnel.
16.2 Every Person who has access to a restricted area shall close and lock the door, gate or other device immediately after it has been used unless it is under surveillance of a Person who is responsible for controlling entry at that access point.
16.3 Every Airport Tenant whose premises have total or limited access to any Restricted Areas shall prevent access to the Restricted Areas by Persons who are not authorized to have such access.
16.4 The Airport Director’s staff is authorized to close and lock any door, gate or other device permitting access to a Restricted Area that is found open or unlocked and unattended.
16.5 Every Person to whom a key, code or access device has been issued by the Airport Security Director, or his designated staff, shall use the key, code or access device to enter a Restricted Area only in accordance with any conditions of issuance and only at Restricted Area access points.
16.6 Except where authorized by the Airport Director and subject to any conditions of issuance, no Person shall:
1. Loan or give to another Person a key, code or access device issued to him; or
2. Have possession of, or use for any purpose, a key, code or access device that was issued to him by a Person not
having authority to do so.
SECTION 17. ANIMALS:
17.1 No Person shall willfully and knowingly allow or permit any animal owned, possessed, or harbored by him to enter the Airport unless the animal is leashed or restricted in such manner as to be under control, or is in a shipping container, or is otherwise under physical restraint, nor shall any Person allow or permit such animal except “special assistance animals” (i.e. guide dog) to enter any Airport building without the approval of the Airport Director.
SECTION 18. ACCESS TO RUNWAYS AND TAXIWAYS:
18.1 No Person shall enter upon any Runway or Taxiway, or the movement area as defined by FAA, without the express consent of the Air Traffic Control Tower representative.
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SECTION 19. STARTING ENGINES:
19.1 No Person shall start any Aircraft engine at SCLA:
1. Unless a competent operator is at the controls;
2. Unless the Aircraft is equipped with adequate brakes fully applied or the wheels are securely blocked with blocks or chocks that can be removed safely (Skid equipped helicopters do not have brakes or chocks);
3. When the Aircraft is in such a position that the propeller slipstream or jet blast can cause damage to, or interfere with the operation of, other Aircraft, Vehicles, mobile equipment, hangars, shops, other buildings, or can cause injury to passengers, spectators, or other personnel; and
4. When the Aircraft is within 50 feet of any building without prior written consent.
SECTION 20. ENGINE RUN-UPS
:
20.1 No Person shall conduct an aircraft engine run-up beyond idle anywhere on the Airport other than in areas designated by the Airport Director (with the exception of helicopters, which routinely operate with engines beyond idle as part of normal operations).
20.2 Persons who want to conduct an engine run-up beyond idle shall first call ATC on the ground control frequency, 124.45 MHz, and request clearance to one of the two engine run-up areas. ATC will advise the Airport User, given the current wind direction, to proceed to one of two designated engine run-up areas.
20.3 ATC will make the final determination of which engine run-up area should be used.
20.4 The Person requesting the engine run-up beyond idle will conduct the engine run-up in the area designated by ATC and he shall exercise the necessary caution to ensure no damage is created by the engine run-up.
SECTION 21. TAXIING:
21.1 Only those personnel that have training and are qualified to taxi a particular type of Aircraft are permitted to taxi Aircraft at SCLA.
21.2 No Person shall taxi any Aircraft into, out of, or within any hangar or other building on or adjacent to the Airport.
21.3 No Person shall taxi any Aircraft across the double yellow lines on the edge of Taxiways and the apron.
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21.4 Nor shall any Person move any Aircraft under its own power on the Airport unless that Person is in full control of such aircraft, and has assured himself that there is no danger of collision with other Aircraft, Vehicles, equipment, buildings, or other obstacles. Aircraft shall be taxied at a safe speed.
SECTION 22. DUMPING REFUSE:
22.1 No Person shall place, deposit, or dump any garbage, cans, bottles, papers, ashes, sewage, carcass of any dead animal, offal, trash rubbish, debris or any other refuse in any location on the Airport except in containers designed for such purposes.
SECTION 23. FIREARMS:
23.1 No Person shall shoot any projectile from a firearm or other device, into, on, or across any portion of the Airport, nor have in his possession, or under his control, any firearm which is not unloaded and securely wrapped and boxed for shipment, or explosive or explosive device; provided,
23.2 However, that this Section does not apply to peace officers, military personnel, or Airport security guards who are acting in the performance of their duties as such. Firearms on Airport property are pre-coordinated with ASCs when possible.
SECTION 24. TRAFFIC PATTERN:
24.1 Every Aircraft before landing and after takeoff shall be flown as directed by ATC.
SECTION 25. TAKE-OFFS AND LANDINGS:
25.1 No aeronautical activity shall be conducted at SCLA except in conformance with current Federal Aviation Regulations, State of California law and regulations, and these Rules and Regulations.
25.2 All initial takeoffs shall commence at the end of the Runway unless cleared by the ATC Tower.
25.3 Due to the complex mix of Aircraft that utilize SCLA, there is need to limit those type of aircraft and aerial activities that represent a potential hazard to normal flight operations. The following aircraft and aerial activities are restricted from operating at SCLA except in emergency situations or with prior approval of the Airport Director:
1. Hot Air Balloons;
2. Hang Gliders;
3. Parachutists;
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4. Radio Controlled Aircraft;
5. Ultra Light Aircraft;
6. Gliders; and
7. Motorized Lighter than Air Aircraft.
SECTION 26. AIRCRAFT FUELING AND DEFUELING:
26.1 In accordance with the regulations from the National Fire Protection Association (NFPA), Uniform Fire Code (UFC), and the Department of Transportation (DOT) the following rules and regulations must be observed while fueling aircraft:
26.2 All fuel servicing must be done outside of any building or hangar. (NFPA 407 3-10).
26.3 Aircraft shall be located a minimum of fifty (50) feet away from any building openings, doors, windows, etc.
26.4 During fuel handling, no passenger shall be permitted in or on the Aircraft unless a cabin attendant is stationed at or near the cabin door.
26.5 Fueling shall not be done while an on-board engine is operating (“hot fueling”) without the permission of the Airport Director and then, it shall only be permitted when representatives of the Fire Department are standing by.
Exception is allowed for A.P.U. operation on large aircraft. (NFPA 407 3-5.1)
26.6 Equipment other than Aircraft service equipment shall not be permitted within fifty (50) feet of an Aircraft during fueling or defueling. (NFPA 407 3-
5.1)
26.7 No open flames, smoking, battery chargers, or any material or device which is likely to cause a spark shall be in use within fifty (50) feet of an Aircraft or fueling truck during fueling or defueling operation. (NFPA 407 3-7, 3-8).
Exception is allowed for Ground Power Units.
26.8 All hoses, funnels and appurtenances used in fueling or defueling activities shall be equipped properly with grounding and bonding devices to prevent possible static ignition of volatile liquids or vapors. Such grounding and bonding devices shall be used during all fueling and defueling activities.
26.9 Refueling vehicles, fuel hoses and defueling equipment shall be maintained in a safe, sound, operational and non-leaking condition. "!
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26.10 Gravity (hand) fueling may not be accomplished with any container having a capacity greater than five (5) US gallons. (NFPA 407 3-2.3)
26.11 All portable fuel containers must be approved and marked so as to identify the product contained therein. (UFC)
26.12 Any fuel transported by privately owned vehicles, not specifically designed for the transport of flammable liquids and appropriately placarded, are limited to a maximum of 20 U.S. gallons in an approved and marked container. (DOT and UFC)
26.13 Portable fuel containers shall be kept in approved locations, at least fifty (50) feet from any building, and secured in a cabinet or locker marked “Flammable.” (UFC)
26.14 Every Person engaged in aircraft fuel handling shall exercise due care to prevent the overflow of tanks and spilling of fuel. Fuel spills are a fuel operator’s responsibility.
26.15 Where there has been a fuel spill or leak, no Person shall start the engine of any Aircraft in close proximity until the spill or leak has been cleaned up. In event such spills or leaks are over 10 ft. in any direction, or over 50 sq. ft. in area, or continues to flow, or are otherwise a hazard to persons or properties, the SCLA Fire Department & Haz-Mat shall be notified.
26.16 In addition, all fuel storage on the Airport shall be regulated by NFPA 407, the UFC, and be approved by the City of Victorville Fire Chief or his designee.
SECTION 27. VEHICLE OPERATIONS:
27.1 No Person shall travel on any portion of the Airport except upon the roads, walks, or places provided for the particular class of traffic, nor occupy the roads or walks in such manner as to hinder or obstruct their proper use.
27.2 Unless escorted by an Authorized Person who is authorized to drive on the AOA, no Person shall operate a Vehicle on the Airport without successfully passing the SCLA driving test, being issued a Personnel Identification Badge, and possessing a valid state driver’s license, with the exception of the Airport ARFF, or Law Enforcement.
27.3 No Person shall operate a powered industrial vehicle without a Driving Permit on the Ramps, Taxiways, Runways or designated Roadways. An exception will be made for employees working within the exclusive leaseholders premises as authorized by the Airport Director.
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27.4 Persons who employ Individuals at the Airport shall be responsible to provide training for powered industrial vehicles and equipment, and for maintaining all training materials and records relating to the employee’s duties.
27.5 SCLA requires that employers "certify" that training and evaluations have been completed and maintained in the employee’s files up to 180 days upon separation of employment, and are available for inspection by the FAA, TSA and the Airport Operations and Security Department upon request.
27.6 Motor-vehicle traffic shall yield the right-of-way to Aircraft.
27.7 Every vehicle, excluding ARFF and construction vehicles operating within the Movement Area, shall have a flashing yellow beacon and carry a 2-way radio or be escorted by a vehicle so equipped. Construction vehicles must be identified with an orange and white flag and a 2-way radio or be escorted by an authorized vehicle so equipped.
27.8 Any accident, involving a motor vehicle, which results in a fatality or injury, or in property damage, shall be reported by the driver, or his representative, to the Airport Director.
27.9 No Person shall operate any motor vehicle on the airport in excess of 25 miles per hour except emergency vehicles responding to an emergency situation, or emergency vehicles involved in training or drills with prior ATC coordination. On passenger loading ramps, around parked Aircraft, and in areas immediately adjacent to hangars, speed shall not exceed ten (10) miles per hour.
27.10 Vehicles shall not be parked on the Airport other than in the manner and locations indicated by posted traffic signs and markings.
27.11 Unattended Vehicles may be parked only in designated Airport vehicle parking lots.
27.12 Vehicles parked other than specified in “27.10” and “27.11” above, may be moved by Airport personnel, and in such event a towing charge will be levied prior to releasing the Vehicle from impound. Neither SCLAA, VVEDA, the City, nor any of their respective officers, employees, agents, or designated representatives shall be liable for damages sustained by such Vehicles during said movement.
27.13 Motor vehicles shall not be driven on or across Runways or other portions of the Movement Area without permission from ATC Tower to do so. Two-way radio communications with Ground Control (on frequency 124.45) shall be required between the ATC Tower and such vehicles. Exceptions may be granted during maintenance activities as long as two-way radio "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.17 of 38
communications control is maintained with at least one vehicle controlling the activity. ARFF vehicles may contact the ATC tower on the fire net per operational agreement.
27.14 Motor vehicles shall not be driven or parked upon, or within fifty (50) feet of Aircraft parking areas, ramp areas, or aprons without express approval of the Airport Director. Exceptions: aircraft support, airport maintenance, emergency vehicles, or fuel or service vehicles.
27.15 No Person may operate a motor vehicle or Aircraft in or on any portion of the Airport while under the influence of alcohol or drugs.
27.16 No Vehicle shall be operated on the Airport unless the Vehicle has been registered to drive on the Airport with Airport Operations. To register a Vehicle to drive on the Airport requires: a) proof of ownership, b) proof of vehicle registration with the Department of Motor Vehicles for State of California, or the Department of Motor Vehicles for another State; and c) proof of insurance as set forth in Section 37 of these Rules and Regulations.
27.17 Vehicles passing through electronic access perimeter security gates are required to stop just past the gate and wait for the gate to fully close before continuing. Vehicle operators should ensure no unauthorized persons enter the AOA while the gate is closing. Vehicle entry procedure is one vehicle per gate activation unless the vehicles following are under Escort.
SECTION 28. FIRE HAZARDS:
28.1 No Person shall light or smoke any cigarette, cigar, pipe, or similar object in the following Airport areas:
i. Within any hangar, or fuel handling or fuel storage areas; ii. Inside any Aircraft (whether or not such Aircraft are parked or stored) or within fifty (50) feet thereof;
iii. Within fi fty (50) feet of any "No Smoking" sign posted; iv. Within any Vehicle operating on the AOA;
v. Within any building on the Airport.
28.2 No Person may use flammable liquids, solvents, or substances to clean any Aircraft, engine, part, or accessory thereof, within any hangar or building except a building specially designed for that purpose and approved in writing by the Airport Director. Such approval shall only be granted when the Airport Director approves the ventilation provisions, fireproofing, and fire-extinguishing equipment.
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28.3 No Person shall light or use any open flame for any purpose in any hangar or other building on the airport without the prior written consent of the Airport Director and Fire Chief.
28.4 No Person shall operate any welding or cutting equipment (electric or gas) anywhere on the Airport without prior written approval of the Airport Director and the SCLA Fire Department. A welding permit is required and may be obtained at the fire station.
28.5 No Person shall clean or degrease any Aircraft or part thereof except at or in a maintenance station properly equipped for such purposes, or in a space designated or authorized by the Airport Director.
28.6 No Person shall store or stock any material or substance, or lease or permit such activities in or on the Airport in such a manner, or of such nature, as to constitute a fire hazard. No Person shall keep, store or discard any flammable liquid, gas, signal flare, or other flammable material in any hangar, shop, building, room, enclosure, or other place on the Airport except in areas specially designated by the SCLA Fire Department for such purpose.
28.7 Lessees of hangars, shops, or other Airport areas shall provide suitable metal receptacles with hinged lids for the storage of oily waste, rags, and other similar rubbish. The lessee shall remove all such materials at frequent intervals.
28.8 Every lessee shall maintain his leased area clean and reasonably free of oil, grease, waste, other flammable materials and weeds.
28.9 Lessees shall provide, and maintain in proper working order, adequate and readily accessible fire extinguishers. Each such extinguisher shall bear a suitable tag, which indicates the most recent date of inspection or servicing.
SCLA Fire Department shall approve all extinguishers, their type, and location.
28.10 No Person shall move, relocate, or otherwise disturb any wheeled fire extinguisher on the Airport without the permission of the SCLA Fire Department unless specifically for emergency use.
28.11 All fires on the Airport, regardless of size, even if extinguished, shall be immediately reported to the SCLA Fire Department without delay.
SECTION 29. FUEL SALES:
29.1 No Person shall deliver aviation fuels or lubricants to, or dispense such fuel from, at, or upon the Airport without a lease or permit from the Airport Director. "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.19 of 38
29.2 For the right, privilege and concession of making deliveries of all types of aviation fuels and lubricants, and other fuels, to any Person or location at or upon the Airport, other than to a central fuel person or location at or upon the Airport, other than to a central fuel service stand provided by the Airport, there is levied against such lease or permit holder, a flowage fee of ten cents (.10) for each gallon of fuel so delivered.
29.3 No fuel shall be stored anywhere on the Airport except approved by the Airport Director and the SCLA Fire Department.
SECTION 30. SECURITY:
30.1 Though not required, SCLA operates under the guidelines established by FAR Part 139 “CERTIFICATION AND OPERATIONS SERVING CERTAIN AIRCRAFT OPERATORS.” To this end, SCLA has prepared and implemented a security program that parallels the requirements contained in TSA 1542. This program includes the following elements: Personnel Identification Badging, controlled access to the Air Operations Area (AOA), driver licensing for personnel operating on the AOA, Vehicle registration, and perimeter security. All personnel operating at SCLA are required to abide by the SCLA Airport Master Security Program.
30.2 Personnel Identification Badges. Only those Individuals that have a need to be on the AOA will be issued a Personnel Identification Badge and granted unescorted access to the AOA and Restricted Areas. Individuals that require access must apply for a Personnel Identification Badge at the Airport Operations and Security Department. Lost or stolen Personnel Identification Badges must be reported to the Airport Operations and Security Department immediately. The application process includes:
1. A ten-year employment/education or unemployment history verification check, with five years verified by the Individual’s former employer(s), and
2. A CHRC, which is information gathered from the Federal Bureau of Investigation, provided to SCLAA after submitting a Live Scan Fingerprint to the Transportation Clearing House.
30.3 Fingerprints are collected by the Airport Security Coordinator, or his designated representative, at the expense of the Individual’s employer.
30.4 A Fingerprint-based Criminal History Records Check as described in TSA 1542.209 is required before authorized unescorted access to the Airport is granted. The results of the CHRC will be among the determining factors as to whether the issuance of a Personnel Identification Badge is granted. "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.20 of 38
30.5 Identification for Authorized Persons contains the Individual’s photograph, name, company name, expiration date, identification number and color blocks that indicate authorized access areas granted to the badge holder.
30.6 Individuals who have a need to be within the Airport Operations Area (AOA) are required to attend an Airport Familiarization and Security Identification Display Area (SIDA) class and will be required to display a Personnel Identification Badge while operating in such areas.
30.7 The Airport Badging Office issues Non-Driving I dentification Badge and Identification Badges with Driving Permit, upon completion of a SIDA Class and AOA Drivers Training and satisfactory score upon completion of a written test. Driving permits will be determined and issued in accordance with the applicant’s job related duties on the airport.
30.8 The Airport Security Coordinator will confirm or deny an applicant’s request for a badge based on verification of the CHRC and the
employment/education or unemployment history verification check, with five years verified by the employer, and the need of the applicant to access the AOA. If a Personnel Identification Badge is warranted, the Airport Security Coordinator, or his designated representative, will issue the Badge.
30.9 All Personnel Identification Badges issued by the Airport Operations and Security Department are the property of Southern California Logistics Airport Authority and MUST be returned upon expiration, separation of employment (for any reason), when the job function no longer requires Personnel Identification Badge, and upon demand of staff from the Southern California Logistics Airport. Any misuse or willful failure to return a Personnel Identification Badge is punishable by fine as dictated in the Airport Rules and Regulations. Personnel Identification Badges are non- transferable and must be used only by the Individual to whom they are issued.
30.10 No Individual shall enter the AOA of the Airport without a Personnel Identification Badge unless the Individual is accompanied by an Authorized Person with a Personnel Identification Badge who shall be fully responsible for the unbadged person being escorted. Fire department personnel responding to an emergency wearing uniforms or other identifying clothing, shall not be required to wear an identification badge.
30.11 No Authorized Person shall Escort any Individual who is not in the performance of job-related duties and who requests access to the Airport as a visitor without the consent and approval of the Airport Director. Person(s) denied access to the Airport by Airport security officers, must abide by the decision of the security officers under the direction of this rule. Visitor Escort must be conducted during normal business hours of the Airport "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.21 of 38
Operations and Security Department, unless prior approval of the Airport Director has been established
30.12 Authorized Persons shall always prominently display their Personnel Identification Badge while on the AOA. Failure to prominently display an issued Personnel Identification Badge while on the AOA shall constitute a violation for which a fine shall be assessed as set forth in Section 43,
PENALTIES AND APPEALS
.
30.13 Individuals who do not display a Personnel Identification Badge, and who are not under Escort by an Authorized Person displaying a Personnel Identification Badge, shall immediately be reported to the Airport Director and shall be escorted off the AOA by the Airport Director or his staff.
30.14 Authorized Persons who have been issued a Personnel Identification Badge and are involved in an accident while operating on the AOA will be asked to submit to a drug-screening test. Authorized Persons who refuse to submit to the drug-screening test will be considered as having failed the test and the Authorized Person will be considered to be under the influence of drugs or alcohol.
30.15 Controlled Access to the AOA
. Any Airport Tenant that has direct access to
the AOA, should, because of their immediacy of access, be considered part of the AOA. These Airport Tenants shall therefore take measures to protect access to the AOA. As required by TSA 1542.113 Airport Tenant Security Programs, the Airport Tenant must assume responsibility for specified security measures of the Secure Area, AOA, or SIDA. Airport Tenants are encouraged to develop individual security programs designed to meet the needs of their particular businesses. In all cases such security programs must be approved
in writing by the Airport Director.
30.16 While on the AOA, customers and clients of the Airport or Airport Tenants must be under Escort at all times. Failure to provide an Escort may constitute the issuance of a Notice of Violation that could result in sanctions.
See Section 43, PENALTIES AND VIOLATIONS
for a discussion on the
scope of fines/penalties associated with violations of the Airport Security Program.
30.17 The Airport Operations and Security Department administers the licensing program for drivers on the AOA. This program involves a study element that describes the procedures for driving on the AOA at SCLA. A written test will be administered and all applicants must pass the test in order to receive a license to drive on the AOA.
30.18 Vehicle Registration for driving on the AOA. All Vehicles that operate on the AOA must be registered with the Airport Operations and Security "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.22 of 38
Department. All Vehicles that operate on the AOA will be issued a Radio Call Sign that must be utilized while on the AOA. Airport Standard Operating Procedure No. 200-01 describes the Radio Call Sign Procedure.
30.19 Perimeter Security
. The Airport is surrounded by an eight-foot (8’) high chain link fence. Barbed wire is placed atop this fence. There are numerous locked gates that access the Airport perimeter. Airport Tenants that are situated on the immediate perimeter of the AOA must employ secured personnel doors.
30.20 All Persons that operate on the Airport are charged with the responsibility of maintaining the security of the Airport. To this end, Persons who observe breeches in security are to call said incidents to the attention of the Airport Operations and Security Department.
30.21 A Person’s responsibility under Section 30.20 includes breeches to the procedural elements of the Airport Security Program, as well as the physical elements of the Airport Security Program (perimeter fence, vehicle gates, etc.).
30.22 The issuance under this Section of either (i) a Personnel Identification Badge, or (ii) a Personnel Identification Badge with Driving Permit to drive on the AOA, shall be conditioned upon the express consent of the Individual to whom the badge is issued, to a drug and alcohol screening in the event that such Individual is involved in an accident while on Airport property.
30.23 In the event that an Individual to whom a Personnel Identification Badge or Personnel Identification Badge with Driving Permit has been issued (a) tests positive for the use of a controlled substance not prescribed by a physician or has a blood alcohol content equal to or in excess of .08, or (b) refuses to consent to a drug and alcohol screening, then such Individual’s Personnel Identification Badge and/or Driving Permit shall be revoked by the Airport Director.
30.24 A Personnel Identification Badge and/or Driving Permit which has been revoked under Section 30.23 of these Rules and Regulations will remain revoked until the Individual’s employer petitions the Airport Director in writing, to have said Individual’s Personnel Identification Badge and/or Driving Permit reinstated.
30.25 Reinstatement of a Personnel Identification Badge and/or Driving Permit which has been revoked under Section 30.23 of these Rules and Regulations remains the prerogative of the Airport Director; however, reinstatement will not be unreasonably withheld.
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.23 of 38
30.26 Reinstatement of a Personnel Identification Badge and/or Driving Permit which has been revoked under Section 30.23 of these Rules and Regulations will depend on, as a minimum, the employer’s verification of a negative drug test as part of a return to duty test. Any Individual who has verified positive drug test results on two drug tests will not be permitted to thereafter work or drive on the AOA, regardless of whether such Individual is accompanied by an Individual properly in possession of a Personnel Identification Badge and/or Permit.
SECTION 31. AIRPORT SECURITY AREAS:
31.1 Unauthorized Entry and Exit : No Person shall seek entry to or exit from Airport Security Areas except through designated entrances and exits. No Individual shall seek entry to or exit from Airport Security Areas over, under or through fencing, walls, window, air or other vents.
31.2 Only Authorized Persons, or those Individuals under Escort, shall have access by any means to Airport Security Areas.
31.3 A Person performing an Escort must, at all times, be in a position to actively monitor, direct and control the movements and actions of the accompanied Individual(s).
31.4 No Individual shall enter/exit or allow another Individual to enter/exit into Airport Security Areas except by using his Personnel Identification Badge.
No Individual shall follow another Individual into an Airport Security Area without first using his or her Personnel Identification Badge through any electronic access installed at the entry/exit point. This provision does not apply to an Individual under Escort
31.5 No Individual shall drive a Vehicle into Airport Security Areas unless the Individual has used his or her Personnel Identification Badge to open any electronic access installed at the entry point. No Individual shall allow other Vehicles to follow or tailgate in Airport Security Areas. This provision does not apply to Vehicles under Escort.
31.6 No Person shall tamper with or in any way hamper the effective operation of Security Devices.
31.7 Security of Access Points
: No Person shall leave open, propped or
unsecured any door, gate or access point leading to or allowing access to Airport Security areas. No Person shall hold, prop or cause a door, gate or access point to be open beyond the period of time allowed by a Security Device unless an Authorized Person attends the door. When an Authorized Person is attending a security door, he or she must be physically present at the door and must use his or her Personnel Identification Badge to activate additional time for the door to be open.
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SECTION 32. RESPONSIBILITY OF AIRPORT TENANTS:
32.1 Adherence to the Security Rules and Regulations : Airport Tenants with access to Airport Security Areas on their leased area shall follow these Rules and Regulations by posting signs, approved by the SCLAA, which prohibit access into the Airport Security Areas. Airport Tenants with access to Airport Security Areas shall at all times keep the access secured or staffed in a manner that prevents unauthorized Individuals from accessing Airport Security Areas. Airport Tenants shall retain keys or other means of access to Airport Security Areas under their control and issue such access only to Authorized Persons.
32.2 Airport Tenants with access to Airport Security Areas shall appoint at least one employee of the Airport Tenant as the security contact primarily responsible for the Airport Tenant’s leased area which access Airport Security Areas. Airport Tenants shall advise the Airport Security Coordinator in writing of the Individual or Individuals at all times having such responsibility.
32.3 Airport Tenants must provide a quarterly employee roster to the Airport Operations and Security Department in the months of January, April, July and October, and immediately notify the Airport Operations and Security Department of employee separation.
32.4 Airport Tenants must immediately confiscate Personnel Identification Badges, with or without access media, as well as any keys that would allow access to the Airport, from Individuals upon separation of employment. Any misuse or willful failure to return a Personnel Identification Badge is punishable by fine as dictated in these Rules and Regulations.
SECTION 33. OTHER PROHIBITED ACTS:
33.1 Bypassing Security Screening Area : No Individual shall enter a Sterile Area through a Security Screening Area unless first going through equipment that has been installed for inspection of Individuals and their belongings. Armed federal and local law enforcement officers on official duties at the Airport, airport operations and maintenance personnel, and others exempted by the FAA do not have to be inspected, provided they follow FAA and TSA regulations.
33.2 Statements Against Aviation Safety or Security
: No Person shall make a
statement to another so as to indicate that the Person or another may have possession of a firearm, bomb or explosive device while at the Airport.
33.3 Interference with Airport Personnel : No Person shall intimidate, threaten, hinder or obstruct Airport Personnel or Airport Security Officers in the performance of his or her official job duties or lessen the ability of such person to perform his or her duties.
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33.4 Interference with Flight Operations : No Person shall intimidate, threaten, hinder or obstruct an aircraft crewmember in the performance of his or her official job duties or lessen the ability of such aircraft crewmember to perform his or her duties.
33.5 Unattended Baggage
: No Person shall leave any bag, luggage, box or
container unattended in the terminal areas of the Airport, which are accessible to the public.
33.6 Presenting a Weapon at Security Screening Area
: No Person shall place
firearm(s), explosive device(s), knife/knives or other FAA/TSA prohibited items that could be used as a weapon onto inspection equipment at a Security Screening Area without first declaring such item(s). Only Persons authorized by the TSA may test Security Screening Areas.
SECTION 34. ENFORCEMENT:
34.1 Notices of Violation : The Airport Operations and Security Department will conduct inspections and enforce violations of these Rules and Regulations, Minimum Standards, and any permits issued hereunder regarding activities at the Airport. All Personnel Identification Badge holders and persons with access cards will be subject to a Notice of Violation (NOV) when reasonable grounds exist to believe that Rules and Regulations, Minimum Standards or a permit have been violated, either by commission or omission.
34.2 NOV’s will be monitored and issued by Airport Operations and Security Department personnel or by recommendation from an Authorized Person of Authority. A copy of the NOV will be given to the Personnel Identification Badge holder, or the Person(s) observed committing the violation(s).
34.3 The NOV may serve as a notice only or may include a penalty ranging from suspension to revocation. Any violation of a severe nature as determined by the Airport Director will warrant immediate suspension or revocation of the Personnel Identification Badge. Severe violations include, but are not limited to, any violation that may result in property damage, injury, runway incursions, or other safety hazards, or that threatens the environment or public welfare.
34.4 The receipt of three (3) NOVs, which have not been appealed or that have been upheld upon appeal, within a twenty-four (24) month period will be considered grounds for revocation of the Personnel Identification Badge.
34.5 When an NOV or sanction is issued, a letter indicating as such will be sent to the Individual’s employer, advising the employer of the violation.
34.6 Upon written request, the Airport Security Coordinator may review and recommend modification of the NOV.
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SECTION 35. SUSPENSIONS:
An Individual’s authorization to use a Personnel Identification Badge may be suspended for any of the following reasons:
1. Violation of these Rule and Regulations.
2. Violation of any rule or regulation of SCLAA for which a criminal penalty may be imposed.
3. Violation while on Airport property of any law of the State of California or the United States for which a criminal penalty may be imposed.
4. Actions which interfere with or threaten the operation of the Airport, or the comfort, safety or convenience of passengers, Authorized Person’s employed by the City of Victorville, or otherwise constitute just cause for suspension.
35.2 The Airport Director or an Airport Security Coordinator shall issue written notice of the Suspension, which shall state the nature and date of the violation, the length of Suspension, and the date the Suspension shall begin and the Individual’s right to have a hearing pursuant to the provisions of Section 43 of these Rules and Regulations. The suspension may be for up to ninety (90) days as determined by the Airport Director or the Airport Security Coordinator.
SECTION 36. REVOCATION:
36.1 An Individual’s authorization to use a Personnel Identification Badge may be revoked for any of the following reasons:
1. Any act that seriously endangers property or Persons or indicates willful or reckless disregard for, and which has an immediate impact on the health, safety or welfare of the public or poses a serious threat to the security of the Airport.
2. A violation warranting Suspension where the Individual has had a previous suspension for the same or similar offense.
36.2 The Airport Director or Airport Security Coordinator shall issue a written notice of Revocation, which shall state the nature and date of violation, the date and Revocation shall begin, and the Individual’s right to a hearing pursuant to the provisions of Section 43 of these Rules and Regulations.
SECTION 37. LIABILITY INSURANCE:
37.1 Every Airport User shall carry insurance as required by their lease, sublease or permit to operate on Southern California Logistics Airport and as required "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.27 of 38
by State and Federal regulations. Any person operating a vehicle within the fenced area of the Airport, who does not have a lease, sublease, or Operating Permit, is required to have comprehensive automobile insurance with combined single limits for bodily injury and property damage of not less than $1,000,000.
37.2 Airport Users shall provide Certificates of Insurance naming VVEDA, SCLA and Stirling Airports International as Additional Insured’s with respect to their lease, sublease or permit. These Certificates of Insurance shall also provide for a 30-day Notice of Cancellation for those policies listed on the Certificate of Insurance.
37.3 The Airport User shall formally advise its Insurers that all Vehicles in use with or without valid Airside Vehicle Permits are intended to be operated on that portion of the Southern California Logistics Airport premises known as Airside, and should those Insurers exclude, limit, or otherwise restrict coverage while the Vehicle is on Airside, the Occupant shall obtain and keep in full force and effect at all times, a policy of Aviation Liability insurance covering both license-plated and unlicensed plated Vehicles while on Airside
SECTION 38. ILLEGAL ACTIVITIES:
No Person shall:
38.1 Take or use any Aircraft, aircraft parts, instruments, or tools pertaining thereto, which are owned, controlled, or operated by any other Person, while such Aircraft, parts, instruments, or tools are stored or otherwise left on SCLA, or within its hangars, building, or facilities, without the written consent of the owner/operator thereof, except upon satisfactory evidence of the right to do so duly presented to the Airport Director, or authorized by him or so ordered by a court of competent jurisdiction.
38.2 Land, takeoff, taxi, or otherwise operate any Aircraft on, at, or from SCLA when he knows such Aircraft is not operating properly, or is equipped with any part or safety device which is defective or unsafe. Deviations from this restriction shall only be permitted by specific authorization from the Airport Director and/or FAA if required, or his designated representative.
38.3 Operate any Aircraft on or at the Airport, or on any Runway thereof, when the Airport or Runway has been closed to traffic by the Airport Director or other legal authority, or when such closure has been indicated by the placement of an "X" at each end of the closed Runway.
38.4 Operate any aircraft on, at, or in the vicinity of SCLA in willful or wanton disregard for the safety of persons or property, whether his own or that of others.
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38.5 Engage in the performance of any aerobatics, stunt, or maneuver not necessary to a normal takeoff, landing, normal turn or level flight of the Aircraft, over or within one mile of the exterior boundaries of the airport without the permission of the Airport Director or ATC.
38.6 Engage in the sale of any goods, wares, merchandize, or services at or upon the Airport without first having secured from the Airport Director a lease or permit therefore, and paying any required fees for such lease or permit.
38.7 Board an aircraft at the Airport without the prior approval of the Aircraft’s owner or representative.
SECTION 39. AIRPORT CLOSURE:
39.1 The Airport Director is hereby directed and authorized to close the Airport, or portions thereof, or suspend operations related to the landing, takeoff, or taxiing of Aircraft during any period in which he determines that such operations, or their continuance, would be hazardous.
39.2 Causes for such closure could include, but would not be limited to, adverse weather conditions, runway maintenance or repairs, runway obstacles, fire, Aircraft or other accident.
39.3 The Airport Director or his designee shall immediately notify the Riverside Flight Service Station and issue a NOTAM, advising of the closure.
SECTION 40. THRU-THE-FENCE ACTIVITIES
:
40.1 Thru-the-fence activities, defined as accessing the Airport from private land outside the airport perimeter for the purpose of utilizing or otherwise benefiting from the Airport, are strictly prohibited.
SECTION 41. SEVERABILITY:
41.1 Should any article, section, sub-section, sentence, clause or phrase of these Rules and Regulations be held invalid or unconstitutional for any reason, such decision shall not affect the remaining portion of these Rules and Regulations.
41.2 The SCLA Authority hereby declares that it would have adopted these Rules and Regulations and each article, section, sub-section, sentence, clause or phrase, regardless of the fact that any one or more articles, sections, sub- sections, sentences, clauses, or phrases be declared invalid or unconstitutional.
SECTION 42. DISMANTLING AIRCRAFT:
42.1 No Person shall dismantle an Aircraft of any type outside of a hangar unless they receive prior written approval from the Airport Director. Any Person permitted to dismantle an aircraft outside of a hangar must:
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42.2 Submit a written request to the Airport Director describing the type of aircraft to be dismantled, the dismantling procedures to be employed, the procedures for disposing of all dismantled material, toxic material clean up and abatement procedures, and the schedule for dismantling an aircraft.
42.3 Conduct all aircraft dismantling within a fenced in area to prevent visual contact with the dismantling activity.
42.4 Return the area used for dismantling to its original condition as approved by the Airport Director in his/her sole discretion.
42.5 Procure a performance bond to ensure any contamination, remediation of contamination and the dismantling area is returned to its original state. The amount of the bond will depend upon the procedures set forth in the request and the potential exposure and land clean-up cost to the Airport.
42.6 Receive the prior approval of the SCLA Fire Department.
42.7 Adhere to all City of Victorville, State and Federal environmental regulations.
42.8 Upon receipt of the information set forth in 42.1 through 42.7 above, the availability of land to conduct dismantling and other airport operating requirements and/or constraints, the Airport Director will either approve the Aircraft dismantling request by issuing a written Letter of Permit with appropriate indemnities and airport protection provisions to the requesting person or business or deny the request by providing a Letter of Denial to the requestor.
SECTION 43. PENALTIES AND APPEALS:
43.1 Fixing penalties for violations: Any Airport User including, without limitation, sublessees, suppliers, contractors, guests, invitees, or others that do not adhere to or violates these Rules and Regulations shall be sanctioned.
43.2 Sanctions may include, but are not limited to, a fine paid to the Airport, denial of the use of the Airport for a specified period of time, and/or a referral to the Transportation Security Administration and/or Airport Authority Attorney with a recommendation for criminal prosecution.
43.3 In determining the sanctions to be imposed, the Airport Director may take into consideration any mitigating or aggravating factors that may exist including, without limitation, the number of previous violations and the cooperation of the person involved.
43.4 Fines shall be assessed from $100.00 to $10,000.00 per day per incident depending on the severity of the violation.
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43.5 Should an infraction occur, and should the infraction and situation surrounding the infraction warrant, fines will be assessed on a graduated/increasing basis.
43.6 All fines assessed to a sublessee, or to a sublessee’s suppliers, contractors, guests, invitees, or others, will be added to a Sublessee’s monthly rent and subjected to late fees and default provisions as set forth in a Sublessee’s land or facility Sublease.
43.7 Fines assessed to Airport Users who do not have a land or facility Sublease at SCLA, shall be paid before the Airport User is permitted to use the Airport again.
43.8 Continuous violation of these Rules and Regulations shall result in denial to use the Airport. Attachment B prov ides an example of fines as may be applied.
43.9 Removal from Airport Premises
: The Airport Director, or his designated
representative, may order removal of anyone from the Airport who knowingly and willfully violates any provision of these Rules and Regulations.
43.10 Recourse under Tenant’s Lease
: SCLAA may take action against Airport
Tenants under their lease agreements irrespective of any other penalties under these Rules and Regulations.
43.11 RIGHTS OF APPEAL
: Fines and other sanctions may be appealed to the
Executive Director. Requests for appeal must be made in writing to the Executive Director within ten (10) business days from the date the fine was presented to the Airport User.
43.12 The Executive Director (or his designated representative) will convene an administrative hearing and shall serve as the hearing officer (the “Hearing Officer”). Failure of any Airport User to properly file an appeal shall constitute a waiver of its right to an administrative hearing and adjudication of the fine or any portion of the total amount of the fine.
43.13 The Airport User or other Person in receipt of the fine or sanction shall be provided a written notice of the date, time, and location of the hearing. The notice will include the date, time and nature of the alleged violation.
43.14 The hearing shall be conducted in an informal manner and strict rules of evidentiary procedure will not apply. The Hearing Officer may consider any evidence that is reasonably probative and aids in the determination of the facts.
43.15 Parties are entitled to be represented by an attorney of their choice, to bring witnesses, and present documentary evidence. Parties have the right to have "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.31 of 38
all records or documents relevant to the proceedings provided to them at the cost of reproduction.
43.16 At the conclusion of the appeal hearing, and pursuant to the Hearing Officer’s authority, the Airport Director’s imposition of sanctions may be upheld, modified or reversed. Parties will be provided with the results of the hearing in writing, including any penalties imposed by the Hearing Officer. The decision of the Hearing Officer is final.
SECTION 44. EFFECTIVE DATE
44.1 These changes contained in the Southern California Logistics Airport Rules and regulations shall be of full force and effective immediately upon filing of same with proof of publication with approval of the Southern California Logistics Airport Authority.
____________________________
Peter R. Soderquist
Airport Director
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.32 of 38
Attachment A
SOUTHERN CALIFORNIA LOGISTICS AIRPORT
Airport Rates and Charges
Introduction / Guiding Principles:
A.1 In establishing a Schedule of Airport Rates and Charges, the Southern California Logistics Airport Authority (the “Airport Authority”) is required by federal regulations to ensure that charges are fair, reasonable and non- discriminatory. Further, Airport Rates and Charges are to be reasonably consistent with the rates and charges being applied by other airports for similar types of activities, unless there is a special situation unique to the Southern California Logistics Airport.
A.2 The Airport Authority fully recognizes the FAA prohibition against the diversion of Airport revenues for non-airport purposes. It is recognized that failure to collect fair and reasonable fees and market-based rents for the use of Airport property, facilities and equipment can be considered a form of Revenue Diversion. The Authority also recognizes the FAA requirement to establish a Schedule of Rates and Charges that will permit the Airport to be as self- sustaining as possible.
Airport User Fees Defined:
A.3 Aircraft Landing Fees: The Southern California Logistics Airport Authority (SCLA) has expended a significant amount of funds to provide aviation facilities for the benefit of aircraft owners and operators. Landing fees are assessed to help offset the cost of operating and maintaining the Airport’s runway, taxiway, and aircraft parking ramp areas. Landing fees are based upon the Certified Maximum Gross Landing Weight (MGLW) of the aircraft multiplied by the Airport Authority’s established landing fee rate per 1,000 pounds of Certified Maximum Gross Landing Weight.
A.4 Commercial Aircraft: The Airport Authority assesses a landing fee on each aircraft landing conducted by an airline or other commercial Air Carrier, operating under FAR Part 121 (airline), Part 129 (international airline), Part 135 (air taxi), or other similar regulation, regardless of the purpose of the landing.
A.5 Signatory Landing Fees: Signatory landing fees are assessed to an airline, or other large (over 75,000 lbs MGLW) commercial aircraft operator having a Signatory Operating Agreement with SCLA. To be eligible for Signatory Operating Agreement status, the operator must have one or more of the following:
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.33 of 38
i. A lease with the Airport Authority of a ground site having at least 10,000 square feet or more that is used to accommodate the organization’s primary base of
business on Airport property.
ii. A lease with the Airport Authority, or an approved sublease, of a building, or part of a building totaling at least 4,000 square feet that is used as the
organization’s primary base of operations on the
Airport.
iii. Commercial Airlines operating under the military
Civilian Reserve Air Force (CRAF) program.
A.6 Non-Signatory Landing Fees: Non-signatory Landing Fees are assessed at a rate of 125% of the Signatory Landing Fee rate for large commercial operators (over 75,000 lbs MGLW) using the Airport who do not have Signatory Operating Agreement status with the Airport Authority, or have an agreement, but do not meet any of the Signatory eligibility criteria specified in paragraph 2 above. 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.
A.7 Private Aircraft: The Airport Authority assesses a landing fee on each aircraft landing conducted by large private operators (over 75,000 lbs MGLW) operating under FAR Part 91, or other similar regulation, regardless of the purpose of the landing. Landing fees for private aircraft that are operated under FAR Part 91 and are based at the airport under conditions set forth in a long term agreement with the Authority will be charged landing fees as required by that agreement.
Aircraft Parking Fees:
A8. Signatory Aircraft Parking Fees: Aircraft having Signatory status as defined in A.1 above, are not required to pay parking fees during the time an aircraft is in the loading/ unloading process (24 hour maximum). Signatory Aircraft are also exempt from aircraft parking fees on the weekend, and over national holidays, as long as the weekend/holiday parking occurs in the middle of the loading/unloading process. Signatory Aircraft that are not in the unloading/loading process, and/or use aircraft parking areas in excess of the 24-hour maximum, are required to pay established aircraft parking fees.
A9. Non-Signatory Aircraft: Non-signatory aircraft are required to pay established aircraft parking fees.
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.34 of 38
A10. Private Aircraft: All private aircraft (both heavy and light) are required to pay aircraft parking fees. Aircraft that are based at the airport under conditions set forth in a long term agreement with the Authority will be charged parking fees as required by that agreement.
A.11 Aircraft Storage Fees: Aircraft storage fees are charged to aircraft that are stored on areas other than the main parking apron. Fees are payable under one of three different categories: under 50,000 lbs MGTW, narrow body aircraft, and wide body aircraft. Remote aircraft storage is occasioned by the many acres of closed runways and taxiways that make a suitable “hard stand” for aircraft parking. The availability of these areas is directly related to the longevity of these surfaces. As these surfaces fail to be usable for aircraft parking, they will be removed from the inventory of remote parking.
The Airport Authority makes no representation that it will maintain these surfaces and those businesses that store aircraft thereon do so at their own risk.
A.12 Fuel Flowage Fees: A substantial percentage of the fuel dispensed at SCLA is “pre-purchased” by large aircraft operators that enjoy discounts based on the large volumes of fuel these carriers purchase nationally. This pre- purchased fuel is stored in SCLA’s fuel farm to which SCLA assesses a storage fee . SCLA also assesses a flowage fee on each gallon of fuel delivered from the fuel farm to the aircraft.
A.13 Fuel flowage and fuel storage fees reflect the intent of the Airport Authority to generate reasonable revenues for the use of the airport’s fuel storage facility, while at the same time, encouraging aircraft operators to use SCLA as a base of operations.
A.14 All fuel sold at SCLA is subject to the described fuel flowage fees with following exceptions:
1. Non-Signatory Air Cargo Operators: Commercial Air Cargo Operators that are considered Non-Signatory as defined in Section A.1 above and pre-purchase fuel that is stored in the Airport’s fuel farm for use in their aircraft, shall pay flowage fees and storage fees.
2. Signatory Cargo Operators: Commercial Air Cargo Operators that meet the requirements of Signatory status as defined in Section A.1 above and pre-purchase fuel that is stored in the Airport’s fuel farm for use in their aircraft shall pay the appropriate storage fee.
3. Non-Commercial Signatory: Based operators (signatory) that are non-commercial (Part 91) will pay the appropriate storage fee and a modified flowage fee as provided in the operators lease agreement. "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.35 of 38
Southern California Logistics Airport
Schedule of Rates and Charges
Landing Fees:
Signatory airline (over 75,000 lbs MGLW) $ .85 per 1,000 pounds MGLW Non-signatory airline (over 75,000 lbs MGLW) $1.06 per 1,000 pounds MGLW Private aircraft (over 75,000 lbs MGLW) $ .85 per 1,000 pounds MGLW Fueling Fees
:
(Flowage fee -$ .08 per gal; Storage fee -$ .02 per gallon) Aircraft Parking Fees: (commercial aircraft)
Signatory airline $200.00 per day
Non-signatory airline $200.00 per day
Transient Aircraft Tie down Fees: (general aviation aircraft; main ramp) Single engine . . . . . . . . . .. . .. . . . . . . $ 5.00 per day $ 80.00 per month Multi engine . . . . . . . . . . . . . . . . . . . . . $ 10.00 per day $120.00 per month Mid-weight aircraft (12.5K lbs to 25K lbs) $ 20.00 per day $200.00 per month Large aircraft (25Klbs to 100K lbs) $ 30.00 per day $300.00 per month Narrow body . . . . . . . . . . . . . . . . . . . . .$100.00 per day $1,000.00 per month Wide body . . . . . . . . . . . . . . . . . . . . . . . $200.00 per day $2,000.00 per month Wash Rack:
Any aircraft……………………………….........$ 40.00 per hour $240.00 per day Live Scan Fingerprint Transmission Fee Per Applicant for Criminal History Records Check:
Call Airport Operations at (760) 243-1915 for Fingerprint transmission fees.
Personnel Identification Badge
Personnel Identification Badge with or without access card……….…...$ 10.00 Lost Personnel Identification Badge …………………………………….$ 100.00 (Fees are subject to change)
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.36 of 38
Notes:
Parking charges for Signatory Airlines do not apply for the first 24 hours, weekends, or holidays. Transient aircraft tie down fees apply to aircraft remaining overnight. Transient aircraft remaining parked longer than overnight Military aircraft are exempt from paying landing, parking and storage fees.
Definitions
:
Signatory –
Having a lease or sublease of a ground site or building space on the Airport in accordance with the Airport Authority’s Rates and Charges Policy; or, an airline having a contractual airline operating arrangement with an organization that has such a lease on airport property.
Non-signatory
–
Those operators who do not have an On-Airport Lease Agreement with the Airport Authority in accordance with the Rates & Charges Policy.
MGLW
– Maximum (certificated) Gross Landing Weight
MGTW – Maximum (certificated) Gross Takeoff Weight
Narrow body aircraft - i.e. B-727; B-737; DC-9; MD-80
Wide body aircraft - i.e. B747; B-777; DC-10; MD-11
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.37 of 38
Attachment B
SCLA
SCHEDULE OF FINES
B.1 In most situations, a sanction or fine will be levied upon the employer of the Individual involved in the infraction. All sanctions or fines assessed will be added to the employer’s basic monthly rent and subjected to late fees and default provisions as set forth in an Airport Tenant’s land or facility sublease.
Fines assessed to Airport Users who do not have a land or facility Sublease at SCLA, shall be paid before the Airport User is permitted to use the Airport again. Continuous violation of these Rules and Regulations shall result in denial to use the Airport.
B.2 The following schedule should be regarded as a suggested schedule of fines. The Airport Director has the sole discretion and authority to levy fines, their amount and final disposition.
B.3 For minor infractions related to vehicle operations on the AOA such as:
Speeding on the AOA. $100.00
Operating a vehicle on the AOA without:
Airport Issued I’D Badge or drivers permit, appropriate markings or two-way radio communication with ATCT. $100.00 Runway incursion. $500.00
Taxiway incursion. $300.00
For negligence resulting in, and failure to correct, FOD $100.00 B.4 For breeches in security such as:
1. Leaving a perimeter gate unattended. $100.00
2. Failure to accompany non-badged person on the AOA. $100.00
3. Sharing a security code or vehicle gate card. $300.00
4. Bypassing Security. $300.00
5. Sharing a Personnel Identification Badge. $300.00
6. Losing a Personnel Identification Badge. $100.00
B.5 For miscellaneous infractions of the Rules and Regulations such as:
1. Smoking in a non-approved area. $100.00
2. Parking or storing aircraft in non-approved areas. $100.00
3. Performing aircraft maintenance in unauthorized areas. $100.00
4. Knowingly allow an unsafe condition to exist. $300.00
5. Bringing an unauthorized vehicle on the airport. $100.00 B.6 A Federal Aviation Administration (FAA) or Transportation Security Administration (TSA) fine levied at the SCLA may be directly forwarded to a tenant if such tenant action is cause for the FAA/TSA penalty "!
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SOUTHERN CALIFORNIA LOGISTICS AIRPORT RULES AND REGULATIONS Pg.38 of 38
A second violation of the above listed offenses will result in the doubling of the applicable fine. A third offense will result in the tripling of the applicable fine and a suspension of privileges until corrective actions are taken and documented. "!
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24.07.30 SCLAA Standard Sublease Page 27 Exqudrum, LLC Bldgs 787 and 788
EXHIBIT D
USE AND CONDITION OF SUBLEASED PREMISES
The use of the Subleased Premises shall be used for the storage, handling, manufacturing, assembly, mixing and controlled processing of small munitions, solid rocket motors, initiators, pyros and other defense, space industry and related components. All storage activities shall be conducted in strict compliance with all applicable regulations. Sublessee shall ensure that all munitions are properly secured.
The condition of the Subleased Premises shall be established resulting from a walk- through inspection attended by both Sublessor and Sublessee prior to the date Sublessee takes possession. 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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24.07.30 SCLAA Standard Sublease Page 28 Exqudrum, LLC Bldgs 787 and 788
EXHIBIT E
AIR FORCE LEASE
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GEO-19-0001 PBT
DEPARTMENT OF THE AIR FORCE
LEASE FOR AIRFIELD PROPERTY
ON THE FORMER GEORGE AIR FORCE BASE, CALIFORNIA
TABLE OF CONTENTS
CONDITION 1 Term 4
CONDITION 2 Easements and Rights-of-Way 5
CONDITION 3 Condition of Lease Premises 6
CONDITION 4 Rental 7
CONDITION 5 Other Agreements 8
CONDITION 6 Use of Leased Premises 9
CONDITION 7 Default And Termination 10
CONDITION 8 Taxes 11
CONDITION 9 Surrender of Leased Premises 11
CONDITION 10 Environmental Protection 12
CONDITION 11 Maintenance of Leased Premises 21
CONDITION 12 Damage to Non-Leased Government Property 22 CONDITION 13 Access and Inspection 22
CONDITION 14 General Indemnification by Lessee 23
CONDITION 15 Risk of Loss and Insurance 24
CONDITION 16 Compliance with Applicable Laws 28
CONDITION 17 Development and Alternations 29
CONDITION 18 Utilities 32
CONDITION 19 Disputes 33
CONDITION 20 Notices 34
CONDITION 21 Assignments, Subleases and Licenses 35
CONDITION 22 Liens and Mortgages 37
CONDITION 23 Federal Aviation Administration Requirements 44 CONDITION 24 Special Provisions 54
CONDITION 25 General Provisions 54
CONDITION 26 Restrictions on Use of Leased Premises 58
CONDITION 27 Government Representatives and Their Successors 62 CONDITION 28 Amendments 63
CONDITION 29 Exhibits 63
CONDITION 30 Reporting To Congress 64
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GEO-19-0001 PBT
Former George AFB Page 1 of 65 Lease for Airfield Property
DEPARTMENT OF THE AIR FORCE
LEASE FOR AIRFIELD PROPERTY
ON THE FORMER GEORGE AIR FORCE BASE, CALIFORNIA
THIS LEASE ("Lease") is made between the Secretary of the Air Force, on behalf of the United States of America ("Government" or "Air Force"), and the Southern California Logistics Airport Authority (“SCLAA” or "Lessee"), a joint powers authority established under California Government Code § 6500 et seq., with a place of business at 18374 Phantom West, Victorville , California, 92394. The Government and the Lessee may be referred to jointly as the "Parties," and each separately may be referred to as a "Party."
RECITALS
A. Originally, the Victor Valley Economic Development Authority (“VVEDA”) desired to establish a public airport facility on a portion of land and facilities located at the former George Air Force Base (the "Base"), California, and applied to the Air Force for a public benefit conveyance (“PBC”) of such lands with improvements thereon, together with certain personal property, under Section 13(g) of the Surplus Property Act of 1944 ("SPA") as amended (50 U.S.C. app. § 1622(g)).
B. The Administrator of the Federal Aviation Administration ("FAA") determined, in accordance with Section 13(g)(l) of the SPA (50 U.S.C. app. § 1622(g)(1)), that the property identified in the VVEDA application for an Airport PBC ( the "Application") was essential, suitable, or desirable for a public airport, and reviewed and supported the VVEDA Application.
C. The Air Force determined that the property identified in the VVEDA Application was excess. The Air Force screened the property with federal agencies and eligible public bodies and declared the real property with improvements surplus to the federal Government. Pursuant to its authority under the Defense Authorization Amendments and Base Closure and "!
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GEO-19-0001 PBT
Former George AFB Page 2 of 65 Lease for Airfield Property Realignment Act, P.L. 100-526 ("BCRA"), the Air Force decided to dispose of a portion of the real property and certain personal property located at the former Base to VVEDA for a public airport, and accepted VVEDA’s Application.
D. Upon its compliance with the requirements of Section 120(h)(B) of the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") of 1980, as amended (42 U.S.C. § 9620 et seq.), the Government intends to make final disposition of any remaining parcels identified in the Air Force approved Airport PBC Application, dated 29 April 1994, subject to certain reservations, restrictions, conditions and exceptions, by one or more quitclaim deed(s) to SCLAA for the purpose of developing a public airport facility. And SCLAA has agreed to accept such conveyance or conveyances in a timely manner.
E. Pending such final conveyance by deed or deeds of the real property identified in the VVEDA Application, VVEDA desired to enter into an agreement for immediate possession of such property to use, operate and maintain it, subject to and in accordance with all of the terms and conditions set out in its Application and the “Original Lease” (hereinafter defined).
F. The Secretary of the Air Force determined, in accordance with the military’s leasing authority contained in 10 U.S.C. § 2667, that immediate possession of the real property to be leased would facilitate state and local economic readjustment efforts and leasing such real property pending its final disposition would be advantageous to the Government and in the public interest.
G. The Secretary of the Air Force entered into the Original Lease, dated 29 April 1994, under the authority contained in 10 U.S.C. § 2667, and the general authority contained in 50 U.S.C. app. § 1622(g), to transfer a portion of the lands located at the former Base to establish a public airport.
H. VVEDA entered into the Original Lease under the authority of California Government Code § 6500 et seq., the provisions contained in the joint exercise of powers agreement creating VVEDA and Government Code § 25351.
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GEO-19-0001 PBT
Former George AFB Page 3 of 65 Lease for Airfield Property
I. Prior to the implementation of the Original Lease, VVEDA completed an environmental impact analysis in accordance with the California Environmental Quality Act ("CEQA"). VVEDA diligently completed all steps necessary to comply with CEQA. VVEDA issued the final Environmental Impact Report (EIR) in August of 1994, in satisfaction of CEQA compliance that was a prerequisite to implementation of the Original Lease.
J. In October of 1999, the VVEDA delegated certain authority to a new “public agency” that was duly formed under state law for the specific purpose of planning the closure and redevelopment of the former George AFB; this public agency was designated as the Southern California Logistics Airport Authority (“SCLAA”).
K. SCLAA possesses the necessary authority and is empowered to serve as the redeveloper of the former Base, thereafter SCLAA replaced VVEDA (the original Lessee) as a Party to the Original Lease; for all rights, obligations, any other mutual commitments, or any matters associated with the Original Lease. In all documentation associated with the redevelopment of the former Base, SCLAA was substituted for VVEDA.
L. The Original Lease was signed and made effective on 29 April 1994. The Original Lease was for a term of twenty-five (25) years, but granted the Lessee the right to renew for an additional 25 years if necessary. The Original Lease expires on 29 April 2019. Because parcels comprising the Leased Premises in the Original Lease have not been conveyed by deed, the Air Force needs to satisfy SCLAA’s request to renew this Lease.
M. To renew and extend the Original Lease by amendment was not practical since the Original Lease required updating and several important modifications. This new Lease retains the general structure of, and most of the provisions in, the Original Lease, but incorporates necessary updates and improves the environmental use restrictions to ensure that (1) human health and the environment is protected, and (2) redevelopment efforts do not interfere with any on-going cleanup actions and associated activities.
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GEO-19-0001 PBT
Former George AFB Page 4 of 65 Lease for Airfield Property
LEASED PREMISES
NOW, THEREFORE, the Secretary of the Air Force, by virtue of the authority conferred by law, for the consideration set out below, hereby leases to SCLAA the parcels and property consisting of certain lands with improvements thereon, together with certain personal property, located at the former Base, and more particularly depicted on Exhibit A-1 and described in Exhibit B-1 hereto (collectively, the "Airport" or "Leased Premises") for use as a public airport pending its final disposition pursuant to the BCRA.
Certain Government-owned personal property was included and listed with associated buildings/improvements in the Original Lease and identified in Exhibit A. Such personal property has now been consumed or is beyond its useful life and need not be accounted for by the Lessee. Those portions of Exhibit A and Exhibit C in the Original Lease related to personal property are no longer relevant in this new Lease.
THIS LEASE is granted subject to the following terms, conditions, and use restrictions:
CONDITION 1
TERM
1.1. This Lease shall be for a term of years, beginning upon 30 April 2019, (the "Term Beginning Date") and ending upon the conveyance and delivery of the deed (or deeds) for the Leased Premises to SCLAA or at midnight (12:00 p.m.) on the day which is five (5) years from the Term Beginning Date (the “Term”), whichever first occurs, unless sooner terminated in accordance with the provisions of this Lease. SCLAA shall have four (4) rights and options to renew and extend the term of this Lease. Each such right and option (each, a “Renewal Option”) applies to one (1) additional period of five (5) years (each, a “Renewal Term”). Each Renewal Term shall be on the same terms and conditions set forth in this Lease for the initial five (5) year Term, unless amended by mutual agreement in writing. The SCLAA shall be entitled to exercise "!
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GEO-19-0001 PBT
Former George AFB Page 5 of 65 Lease for Airfield Property each Renewal Option by written notice to the Government no later than three (3) months prior to the expiration of the initial Term or the then current Renewal Term, as the case may be. If the SCLAA’s notice is timely given, the term of this Lease shall be deemed to be extended for all purposes, as well as subject to all terms, conditions, and use restrictions stated in this Lease.
1.2. If portions of the Leased Premises have been conveyed by deed during the initial Term or the then current Renewal Term, as the case may be, then the Lease for the next Renewal Term shall be for those portions of the Leased Premises for which a deed has not been executed.
New Exhibits A-# and B-# shall be prepared at the time of renewal and will replace the then current Exhibits A-# and B-# for any such Renewal Term.
CONDITION 2
EASEMENTS AND RIGHTS-OF-WAY
2.1. This Lease is subject to all outstanding easements and rights-of-way for any purpose with respect to the Leased Premises (See Exhibit A-1). The holders of such easements and rights-of-way (collectively, the "Outgrants") shall have reasonable rights of ingress and egress over the Leased Premises, consistent with Lessee's right to quiet enjoyment of them under this Lease, in order to carry out the purpose of these Outgrants. These rights may also be exercised by workers engaged in the construction, installation, maintenance, operation, repair or replacement of facilities located on the Outgrants and by any federal, state or local official engaged in the official inspection thereof.
2.2. The Government and any successor or successors in interest in or to any property owned or controlled by the Government and not included in the Leased Premises shall have the right of access to and from such property or any portion thereof via the nearest public road or public way along the Leased Premises’ roadways open to public use, in common with other users of the Leased Premises and all necessary and convenient rights of access to such roadways from contiguous parcels upon such reasonable terms and conditions as the Lessee may impose.
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GEO-19-0001 PBT
Former George AFB Page 6 of 65 Lease for Airfield Property
CONDITION 3
CONDITION OF LEASED PREMISES
3.1. The Lessee has inspected, knows and accepts the condition and state of repair of the Leased Premises. It is understood and agreed that they are leased in an "as is, where is" condition without any representation or warranty by the Government concerning their condition and without obligation on the part of the Government to make any alterations, repairs or additions. The Government shall not be liable for any latent or patent defects in the Leased Premises. The Lessee acknowledges that the Government has made no representation or warranty concerning the condition and state of repair of the Leased Premises nor any agreement or promise to alter, improve, adapt, or repair them, which has not been fully set forth in this Lease.
3.2. Prior to the original Term Beginning Date of 29 April 1994, the following reports were prepared by the Government and attached as exhibits to the Original Lease. These reports are expressly incorporated by reference and made a part of this Lease:
a. The original Physical Condition Report ("PCR") for the Leased Premises signed by representatives of the Government and the Lessee was Exhibit C in the Original Lease. The written report documents the condition of the Leased Premises with respect to physical appearance and condition on the Term Beginning Date of the Original Lease, as determined from the joint inspection of the Leased Premises by the Parties.
b. The original Environmental Condition Report ("ECR") signed by representatives of the Government and the Lessee was Exhibit D in the Original Lease. The report sets forth the agreed condition of the Leased Premises with respect to environmental matters on the Term Beginning Date of the Original Lease, as determined from the joint environmental inspection. The Government will provide updated information concerning the environmental condition of the Leased Premises as it becomes available. Recent documents "!
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GEO-19-0001 PBT
Former George AFB Page 7 of 65 Lease for Airfield Property related to the Government’s environmental restoration program pursuant to CERCLA for the Leased Premises are also available from the Administrative Record (“AR”) document repository that is located at the following website address—
https://afcec.publicadmin-records.us.af.mil/search.aspx
CONDITION 4
RENTAL
4.1. The Lessee shall pay to the Government nominal cash rent in the amount of TEN DOLLARS ($10.00), the receipt of which is hereby acknowledged, for the Term and any Renewal Terms as an upfront, one-time payment of consideration for this Lease.
4.2. The Lessee shall pay to the Government on demand any sum that may have to be expended after the expiration or early termination of this Lease in restoring the Leased Premises to the condition required by Condition 9. Compensation in such case shall be made payable to the Treasurer of the United States and forwarded by the Lessee directly to:
AFCEC/CIB
2261 Hughes Ave, Suite 155
JBSA Lackland, TX 78236-9853
A copy of the payment instrument or letter of transmittal for the payment instrument will be provided to the Air Force BRAC Environmental Coordinator ("BEC").
4.3. The Lessee also shall provide protection and maintenance and assume sole operating responsibility for the Leased Premises in accordance with the provisions of this Lease, subject to Condition 4.4 below.
4.4. The Parties specifically understand and agree that:
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GEO-19-0001 PBT
Former George AFB Page 8 of 65 Lease for Airfield Property a. Except as otherwise provided in this Lease, the Government will not provide any services, functions, protection or maintenance to any portions of or any buildings, facilities or other improvements on the Leased Premises that are occupied or used by SCLAA or its sublessees, licensees or assignees under or pursuant to this Lease or any prior lease entered into between the Parties.
b. The Air Force no longer has use of the fire station in Building 724. The Lessee, at its sole expense, shall take responsibility for all firefighting, crash, and rescue services for the Leased Premises, including fire prevention and response, associated with Lessee’s airfield operations, as well as responsibility for structural fires on the Leased Premises. The Lessee will be responsible for and pay the fire station building maintenance and utility expenses. The Lessee will be solely responsible for and pay all of Lessee's operational and equipment maintenance costs.
CONDITION 5
OTHER AGREEMENTS
5.1. The Lessee submitted to the Government an Airport PBC Application on 3 July 1991. The FAA has reviewed and supported the Application and the Air Force executed acceptance of the Application (the "Acceptance") on 29 April 1994.
a. In the event of any inconsistency between the provisions of the Application or Acceptance and any provisions of this Lease, the provisions of the Application or Acceptance will control.
b. The Lessee must provide appropriate and adequate workspace in its facilities on the Leased Premises for the Air Force and its contractors at no cost or expense to the Air Force. Use of such space will be governed by a License Agreement or equivalent. From time to time, the Lessee may propose to relocate this workspace, even to its facilities outside of the Leased Premises; however, the Air Force must approve any proposed relocation in advance. "!
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GEO-19-0001 PBT
Former George AFB Page 9 of 65 Lease for Airfield Property CONDITION 6
USE OF LEASED PREMISES
6.1. The Leased Premises shall be used only for public airport purposes, for the use and benefit of the public, subject to and in accordance with all of the terms and conditions set out in the Application and Acceptance identified in Condition 5 above of this Lease. The term "airport purposes" as used in this Condition 6.1 shall have the same meaning as that ascribed to such term under 14 C.F.R. § 154.l (d) and shall include the use of property to produce sources of revenue from non-aviation business at the Airport and all uses in connection with airport purposes contemplated within the scope of the Final Environmental Impact Statement, Disposal and Reuse of George AFB, California (March 1992) ("FEIS"), the Record of Decision dated January 14, 1993, and Supplemental Record of Decision dated September 1993 (including attachments thereto) ("ROD").
6.2 The Lessee acknowledges that it has read the FEIS and the ROD and understands that the operations described in the FEIS and ROD are the only ones that have been assessed in compliance with the National Environmental Policy Act of 1969 ("NEPA'') and, subject to the provisions of Condition 6.1, are the only ones that constitute permitted uses under this Lease.
The Lessee agrees that, during the term of this Lease, any operation, type and quantity of chemicals used or emissions caused by employees, vehicle trips, aircraft activity, or any other parameters contained in the FEIS or ROD, which might have environmental impact or are regulated by federal or state environmental laws, shall not be exceeded without the prior written consent of the Government and such other approvals as required by law. The FEIS and ROD are on file at the Base. The Air Force On-Site Manager (“SM”) will make copies available on request.
6.3. The Lessee acknowledges that environmental conditions on portions of the Leased Premises require that certain restrictions be imposed on the use of such portions and agrees that the use of the Leased Premises is subject to the restrictions contained in Conditions 10, 17, and 26 below.
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Former George AFB Page 10 of 65 Lease for Airfield Property ' .. ...
CONDITION 7
DEFAULT AND TERMINATION
7.1. With the exception of the provisions in Condition 23.2.n, the Lessee shall be in default if there is a failure by the Lessee to comply with any provision of this Lease, as to all or any portion of the Leased Premises, where such failure to comply continues for thirty (30) days after delivery of written notice thereof by the Government to the Lessee specifying with sufficient detail those facts and circumstances giving rise to the assertion by the Government that a default and breach of this Lease has occurred. However, if the time required to return to compliance exceeds the thirty (30) day period, the Lessee shall not be deemed to be in default if the Lessee, within such thirty (30) day period, shall commence the actions necessary to bring it into compliance with this Lease by the submittal of a compliance schedule reasonably acceptable to the Government and by diligently pursuing such actions to completion in accordance with such compliance schedule.
7.2. This Lease may be terminated, as to all or any portion of the Leased Premises, by the Director of the Installations Directorate, Air Force Civil Engineer Center (the “Director”) at any time, after the expiration of the cure period provided for in Condition 7.1, upon written notice of termination delivered by the Government to the Lessee in the event any such default and breach of this Lease by the Lessee has not been cured within the applicable period of time or cure has not commenced as set forth above. Such written notice of termination shall be effective as of a day to be specified therein which shall be at least thirty (30) days after receipt by the Lessee if all breaches have not been cured to the satisfaction of the Government prior to the effective date of such termination.
7.3. No default or breach shall be deemed to have occurred for any period of time during which the Parties are attempting to resolve a dispute, pursuant to the procedures provided for in Condition 19, in relation to the actions or inactions that are the subject of the alleged default or breach. If pursuant to dispute resolution, the default or breach is determined to have occurred, the Lessee's period for cure shall not begin until the day after the final decision on the "!
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Former George AFB Page 11 of 65 Lease for Airfield Property dispute is issued.
CONDITION 8
TAXES
8.1. The Lessee shall pay to the proper authority, when and as the same become due and payable, all taxes, assessments, and similar charges which, at any time during the term of this Lease may be imposed upon the Lessee and any sublessee with respect to all or any portion of the Leased Premises. Title 10 U.S.C. § 2667(e) contains the consent of Congress to the taxation of the Lessee's and sublessee's interest in the Leased Premises, whether or not the Leased Premises are in an area of exclusive federal jurisdiction. Should Congress consent to taxation of the Government's interest in the property, this Lease will be renegotiated to place responsibility on the Lessee for the payment of such taxes.
8.2. The Lessee, or if applicable, any sublessee, shall have the right at any time delinquency occurs to contest or object to the amount or validity of any such tax, assessment and similar charges by appropriate legal proceedings. This right shall not be deemed or construed in any way as relieving, modifying or extending Lessee's or any sublessee's agreement to pay any such tax, assessment and similar charges unless Lessee or any sublessee shall have obtained a stay of such proceedings. The Government shall not be required to join in or assist the Lessee or any sublessee in any such proceedings.
CONDITION 9
SURRENDER OF LEASED PREMISES
9.1. The Lessee shall vacate and surrender the Leased Premises to the Government upon termination of this Lease pursuant to Condition 7 above. In the event the Lessee is obligated to vacate and surrender the Leased Premises in accordance with the preceding sentence, the Lessee shall, if required by the Government, vacate the Leased Premises, remove "!
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Former George AFB Page 12 of 65 Lease for Airfield Property its property from the Leased Premises and restore the land, improvements, facilities, and equipment included herein, to as good condition on such date of termination as when received ordinary wear and tear excepted, subject to Conditions 15 and 17. If the Lessee shall fail or neglect to remove its property and to restore the land, improvements, facilities and equipment included herein, then, at the option of the Government, said property shall either become the property of the Government without compensation therefor, or the Government may cause it to be removed and the Leased Premises to be restored, subject to the exceptions set forth above, at the expense of the Lessee, and no claim for damages against the Government or its officers, employees, or agents shall be created by or made on account of such removal and restoration.
CONDITION 10
ENVIRONMENTAL PROTECTION
10.1. The Lessee and any sublessee or licensee shall at all times promptly observe and comply, at its sole cost and expense, with all applicable federal, state, interstate, and local environmental laws and regulations, and all other federal, state, interstate, and local laws, regulations, and standards that may become applicable to Lessee's activities on the Leased Premises.
10.2. The Lessee and any sublessee or licensee shall be solely responsible for obtaining at its cost and expense any environmental permits required for its operations under this Lease, independent of any existing Base permits.
10.3. The Lessee and any sublessee or licensee shall, to the extent permitted under state law, save, indemnify and hold harmless the Government from any damage, costs, expenses, liabilities, fines, or penalties resulting from discharges, emissions, spills, storage, disposal, or any other acts or omissions by the Lessee, its officers, agents, employees, contractors or sublessees, or the invitees of any of them, giving rise to Government liability, civil or criminal, or responsibility under federal, state, interstate, or local environmental law. This Condition 10.3 shall survive the expiration or termination of this Lease, and the Lessee's and any sublessee's or "!
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Former George AFB Page 13 of 65 Lease for Airfield Property licensee's obligations hereunder shall apply whenever the Government incurs costs or liabilities for the Lessee's or any sublessee's or licensee's actions giving rise to liability under this Condition 10.3.
a. To implement this condition, the Lessee shall notify the SM of (a) any discharges, emissions, spills, disposals (each, a “Release”) of hazardous substances/wastes or fuels/petroleum products occurring on the Leased Premises that (b) require a response or corrective action, as soon after the occurrence as possible once the Lessee becomes aware of such a Release.
b. The Lessee will promptly furnish (a) copies of any documentation, (b) associated records, and/or (c) other information about the Release as the SM may require.
Copies of any required reports concerning the Release and the response or corrective action that are forwarded to federal, state, or local authorities shall be provided to the SM at the same time they are provided to the regulatory authorities.
10.4. The Governments rights under this Lease specifically include the right for Government officials to inspect upon reasonable notice the Leased Premises for compliance with environmental, safety, and occupational health laws and regulations, whether or not the Government is responsible for enforcing them. Such inspections are without prejudice to the right of duly constituted enforcement officials to make such inspections. The Government normally will give the Lessee or sublessee twenty-four (24) hours prior notice of its intention to enter the Leased Premises unless it determines the entry is required for safety, environmental, operations, or security purposes. The Lessee shall have no claim on account of any entries against the United States or any officer, agent, employee, or contractor thereof.
10.5. Except as provided in Condition 10.6 below, the Government is not responsible for any removal or containment of asbestos. If the Lessee and any sublessee or licensee intends to make any improvements or repairs that require the removal of asbestos, an appropriate asbestos disposal plan must be incorporated in the plans and specifications and submitted to the SM. The asbestos disposal plan will identify the proposed disposal site for the asbestos, or in the event the site has not been identified, will provide for disposal at a licensed facility authorized to "!
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Former George AFB Page 14 of 65 Lease for Airfield Property receive it.
10.6. The Government was responsible for the removal or containment of damaged or deteriorated asbestos or asbestos containing material (collectively, "ACM") existing in the Leased Premises prior to the Term Beginning Date of the Original Lease (i.e., 29 April 1994) as identified in the ECR attached as Exhibit D to the Original Lease. The Government abated all such existing damaged or deteriorated ACM, known at the time, as provided in this Condition
10.6 and Condition 10.7 below. The foregoing Government obligation did not apply to ACM that was not damaged or deteriorated to the extent that it creates a potential source of airborne fibers at the time the Lessee took possession of the Leased Premises or that became damaged or deteriorated by the Lessee's or sublessee's activities. During the period of this Lease, ACM that becomes damaged or deteriorated through the passage of time, or as a consequence of the Lessee's or any sublessee's activities under this Lease, including but not limited to any emergency, will be abated by the Lessee at its sole cost and expense. Notwithstanding Condition
10.5 above, in an emergency, the Lessee will notify the Government as soon as practicable of its emergency ACM responses. The Lessee shall be responsible for monitoring the condition of existing ACM on the Leased Premises for deterioration or damage and accomplishing repairs pursuant to the applicable Conditions in this Lease.
10.7. Notwithstanding any other provision of this Lease, the Lessee and its sublessees and licensees do not assume any liability or responsibility for environmental impacts and damage caused by the acts or omissions of the Government, including any agency or agent thereof, of toxic substances, or hazardous waste, hazardous substances, or hazardous materials, or oil, or petroleum products, as such terms are defined by applicable law, on any portion of the Base, prior to 29 April 1994. The Lessee and its sublessees and licensees have no obligation under this Lease to undertake the defense of any claim or action, whether in existence now or brought in the future, solely arising out of the use of or release from, any portion of the Base, including any portion of or any building, facility or other improvement on the Leased Premises, of any toxic substances, or hazardous wastes, hazardous substances, or hazardous materials prior to earlier of the first day of Lessee's occupancy or use of each such portion of such building, facility or other improvement on the Leased Premises under any instrument entered into between the Parties or "!
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Former George AFB Page 15 of 65 Lease for Airfield Property 29 April 1994. Appendix C, Tables C-1 and C-2 of the Basewide Environmental Baseline Survey ("EBS"), dated December 1993, which was attached to Exhibit F in the Original Lease and is being provided electronically with this Lease, identifies the locations where hazardous substances were stored, released, or disposed of. "Occupancy" or "use" shall mean any activity or presence (including preparation and construction) in or upon such portion of, or such building, facility or other improvement on the Leased Premises. This Condition 10.7 shall survive the expiration or termination of this Lease and does not relieve the Lessee and its sublessees and licensees of any obligation or liability they might have or acquire with regard to third parties or regulatory authorities by operation of law.
10.8. The Government acknowledges that George AFB has been identified as a National Priorities List site under the CERCLA. The Lessee acknowledges that the Government has provided it with a copy of the George AFB Federal Facility Agreement (“FFA”) entered into by Region 9 of the United States Environmental Protection Agency ("EPA"), the State of California, and the Air Force on October 11, 1990, and will provide the Lessee with a copy of any amendments thereto. The Lessee agrees that should any conflict arise between the terms of FFA, as it presently exists or may be amended and the provisions of this Lease, the terms of the FFA will take precedence (see Condition 3.3). The Lessee further agrees that notwithstanding any other provision of this Lease, the Government assumes no liability to the Lessee or its sublessees or licensees should implementation of the FFA interfere with the Lessee's or any sublessee's or licensee's use of the Leased Premises. The Government agrees to minimize, to the extent possible, any disruption to the Lessee or its sublessees or licensees use of the Leased Premises and where practicable, will consult with the Lessee as to activities that may affect Lessee's operation. The Lessee however, shall have no claim on account of any such interference against the United States or any officer, agent, employee or contractor thereof.
10.9. The Air Force, the EPA and representatives from relevant California environmental regulatory agencies ("State Regulators") and their officers, agents, employees, contractors, and subcontractors have the right, upon reasonable notice to the Lessee and any sublessee or licensee, to enter upon the Leased Premises for the purposes enumerated in this subparagraph and for such other purposes consistent with any provision of the FFA:
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Former George AFB Page 16 of 65 Lease for Airfield Property
a. To conduct investigations and surveys, including, where necessary, drilling, testpitting, testing soil borings and other activities related to the former George AFB Installation Restoration Program ("George AFB IRP") or the FFA;
b. To inspect field activities of the Air Force and its contractors and subcontractors in implementing the former George AFB IRP or the FFA;
c. To conduct any test or survey required by the EPA or State Regulators relating to the implementation of the FFA or environmental conditions at the Leased Premises or to verify any data submitted to the EPA or State Regulators by the Air Force relating to such conditions;
d. To construct, operate, maintain or undertake any other response or remedial action as required or necessary under the former George AFB IRP or the FFA, including, but not limited to monitoring wells, pumping wells and treatment facilities.
10.10. The Lessee agrees to comply with the provisions of any health or safety plan in effect under the IRP or the FFA during the course of any of the above-described response or remedial actions. Any inspection, survey, investigation, or other response or remedial action will, to the extent practicable, be coordinated with representatives designated by the Lessee and any sublessee or licensee. The Lessee and any sublessees or licensees shall have no claim as a result of such entries against the United States or any officer, agent, employee, contractor, or subcontractor thereof.
10.11. The Lessee further agrees that in the event of any assignment, sublease or license of all or any portion of the Leased Premises, pursuant to Condition 21 of this Lease, it shall provide to the SM and BEC a copy of the agreement of assignment, sublease or license of the Leased Premises (as the case may be) within fourteen (14) days after the effective date of such transaction. The Lessee may delete the financial terms and any other proprietary information from the copy of any agreement of assignment, sublease or license furnished pursuant to this "!
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Former George AFB Page 17 of 65 Lease for Airfield Property Condition.
10.12. The Lessee shall strictly comply with the hazardous waste permit requirements under the Resource Conservation and Recovery Act ("RCRA"), and any applicable California equivalent. The Lessee must provide at its own expense such hazardous waste facilities, complying with all laws and regulations, as it may need for storage. Government hazardous waste storage facilities, whether formerly or presently in use, will not be available to the Lessee.
10.13. Government accumulation points for hazardous and other wastes will not be available to the Lessee. Neither will the Lessee or sublessee permit its hazardous wastes to be commingled with hazardous waste of the Air Force.
10.14. The Lessee shall have a completed and approved plan for responding to hazardous waste, fuel, and other chemical spills prior to commencement of operations on the Leased Premises. Such plan shall comply with all applicable requirements, will be representative of the activities to be conducted by the Lessee on the Leased Premises and shall be updated from time to time as operations increase or are altered or as may be required to comply with changes in site conditions or applicable requirements and shall be approved by all agencies having regulatory jurisdiction over such plan. Such plan shall be independent of any similar plan of the Air Force as may then be in effect for the Base. The Lessee shall not rely on use of Air Force personnel or equipment in the execution of its plan. The Lessee shall file a copy of the approved plan and approved amendments thereto with the SM within fifteen (15) days of approval.
Notwithstanding the foregoing, should the Government provide any personnel or equipment, whether for initial fire response and/or spill containment, on request of the Lessee, or because the Lessee was not, in the opinion of the SM, adequately addressing the emergency situation, the Lessee agrees to reimburse the Government for its costs in accordance with all applicable laws and regulations.
10.15. The Lessee further agrees that it shall provide, or shall require its sublessee or licensee to provide, the Air Force, the EPA and State Regulators with prior written notice accompanied by a detailed written description of all proposals for any alterations (as defined in "!
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Former George AFB Page 18 of 65 Lease for Airfield Property Condition 17.1) which may impede or impair any activities under the FFA or are to be undertaken in certain areas of the Airport identified as "Areas of Special Notice" in Exhibit G-2 hereto. These Areas of Special Notice consist of IRP sites. The notice and accompanying written description of proposals shall be provided to the Air Force, EPA and State Regulators sixty (60) days in advance of the commencement of any such alterations. In addition, alterations shall not commence until Lessee has complied with the provisions of Condition 17.3. The detailed written description of said proposals shall include a description of the effect such planned work may have with respect to site soil and groundwater conditions and the cleanup efforts contemplated under the FFA. Notwithstanding the preceding three sentences, the Lessee or its sublessees or licensees shall be under no obligation to provide advance written notice of any alterations that will be undertaken (i) totally within any structure located on the Leased Premises, or (ii) in portions of the Leased Premises that are in areas outside the Areas of Special Notice, provided that such work will not impede or impair any activities under the FFA.
However, any work below the floor of any such structure within Areas of Special Notice that will involve excavation in and/or disturbance of concrete flooring, soil and/or groundwater or will impede or impair any activities under the FFA will be subject to the sixty (60) day notice requirement imposed by this Condition.
10.16. Notwithstanding any other provision of this Lease, the Lessee agrees it shall coordinate all alterations and any other work, if required pursuant to the notice requirement imposed by Condition 10.15, with the Air Force, the EPA and State Regulators, in accordance with the FFA. All alterations and other work shall be performed in a manner that does not impede or impair any activities under the FFA or exacerbate then existing conditions.
10.17. The Lessee agrees that the Government assumes no liability to the Lessee or its sublessees should hazardous waste cleanup requirements, whether imposed by law, regulatory agencies, the Air Force or the Department of Defense, interfere with the Lessee's use of the Leased Premises. The Lessee shall have no claim on account of any such interference against the Government or any officer, agent, employee or contractor thereof.
10.18. The Lessee and any sublessees must comply with all federal, state, and local laws, "!
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Former George AFB Page 19 of 65 Lease for Airfield Property regulations, and other requirements relating to occupational safety and health, the handling and storage of hazardous materials, and the proper generation, handling, accumulation, treatment, storage, disposal, and transportation of hazardous wastes. The Lessee or its sublessees will not accomplish any treatment, storage, or disposal of hazardous waste unless the Lessee is in possession of a valid permit issued to it under RCRA, as amended. The Lessee shall not treat, store, or dispose of any hazardous waste under, pursuant to, or in reliance upon any permit issued to the Air Force. The Lessee shall be liable for any violations of these requirements by its sublessees. The Lessee shall be liable for the cost of proper disposal of any hazardous waste generated by its sublessees in the event of failure by the sublessees to properly dispose of such wastes. Neither the Lessee nor any of its sublessees shall use or make use of any Air Force hazardous waste treatment or storage facilities, accumulation points, or other facilities relating to the proper generation, handling, disposal, and transportation of hazardous wastes.
10.19. The Lessee and any sublessees must maintain and make available to the Air Force all records, inspection logs, and manifests that track the generation, handling, storage, treatment and disposal of hazardous waste, as well as all other records required by applicable laws and requirements. The Air Force reserves the right to inspect the facility, Lessee, and sublessee records for compliance with federal, state, interstate, and local laws, regulations, and other requirements relating to the generation, handling, storage, treatment and disposal of hazardous waste, as well as to the discharge or release of hazardous substances. Violations will be reported by the Air Force to appropriate regulatory agencies, as required by applicable law. The Lessee and its sublessees will be liable for the payment of any fines and penalties that may accrue as a result of the actions of Lessee or its sublessees.
10.20. The Lessee shall comply with all requirements of the Federal Water Pollution Control Act, the National Pollutant Discharge Elimination System ("NPDES"), and any applicable State or local requirements. If the Lessee discharges waste water to a publicly owned treatment works, the Lessee or its sublessees must submit an application for its discharge (pretreatment permit application) to the City of Victorville, prior to commencing such discharges. The Lessee or sublessees will be responsible for meeting all applicable waste water discharge permit standards. The Lessee will not discharge waste water under the authority of "!
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Former George AFB Page 20 of 65 Lease for Airfield Property any NPDES Permit, Pretreatment Permit or any other such Permit issued to the Base. The Lessee or its sublessees shall make no use of any septic tank installed on Base; further, the Lessee or its sublessees shall not install any septic tank without the express written permission of the Air Force.
10.21. Former George AFB air emissions offsets will not be made available to the Lessee. The Lessee shall be responsible for obtaining all permits and any air pollution credits that may be required to offset emissions resulting from its activities under this Lease.
10.22. The Lessee shall not conduct or permit its sublessees to conduct any subsurface excavation, digging, drilling or other disturbance of the surface without the prior written approval of the Government. Compliance with, and clearance through, the “Encroachment Permitting System” is required prior to any excavation or soil disturbing operations, activities, or projects on the Leased Premises, except for the limited purpose of maintaining existing landscaping. This Encroachment Permitting System provides the process to obtain Air Force approval for Alterations that involve excavation or disturbance of the surface, and therefore supplements Condition 17.3.
10.23. The Lessee must notify the SM of Lessee's intent to possess, store, or use any licensed or licensable source or by-product materials, as those terms are defined under the Atomic Energy Act and its implementing regulations; of Lessee's intent to possess, use, or store radium; and of Lessee's intent to possess or use any equipment producing ionizing radiation and subject to specific licensing requirements or other individual regulation, at least sixty (60) days prior to the entry of such materials or equipment upon the Base. Upon notification, the SM may impose such requirements, including prohibition of possession, use, or storage, as deemed necessary to adequately protect health and the human environment. Thereafter, the Lessee must notify the SM of the presence of all licensed or licensable source or by-product materials, of the presence of all radium, and of the presence of all equipment producing ionizing radiation and subject to specific licensing requirements or other individual regulation: provided, however, that the Lessee need not make either of the above notifications to the SM with respect to source and by-product material which is exempt from regulation under the Atomic Energy Act. Lessee shall "!
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Former George AFB Page 21 of 65 Lease for Airfield Property not, under any circumstances, use, own, possess or allow the presence of special nuclear material on the Leased Premises.
10.24. The Lessee acknowledges that lead-based paint may be present in and on facilities and equipment within the leased area. The Air Force may conduct surveys to determine the existence and extent of any possible lead-based paint. The Lessee will be notified if the Air Force determines there is lead-based paint in or on the leased facilities or equipment. Prior to beginning any alteration or modification, the Lessee or any sublessee must test any paint that would be disturbed unless a conclusive determination has been made that lead-based paint is not present. If the paint is lead-based, the Lessee or any sublessee is required to handle it in accordance with all applicable federal, state, and local laws and regulations at its own expense.
The Lessee is required to ensure that any lead-based paint is maintained in good condition.
10.25 Notwithstanding any provisions in this Condition or Conditions 17 or 26 of this Lease, the Air Force’s obligations are limited to response or corrective actions found to be necessary to protect human health and the environment from toxic substances, hazardous materials/wastes, hazardous substances, pollutants or contaminants, oil or petroleum products, existing on, beneath or in the vicinity of Leased Premises on 29 April 1994. The obligation of the Air Force does not extend to actions required as a result of an act or omission of the Lessee (its sublessees or licensees), which act or omission (i) introduces new or additional contamination, (ii) constitutes a breach of any restriction on the use of land set forth in Condition 26 of this Lease, or (iii) increases the cost of the required action by its failure to provide timely notice of encountering contamination or by its improper management of any contamination or contaminated soil or water existing on, beneath or in the vicinity of the Leased Premises on 29 April 1994.
CONDITION 11
MAINTENANCE OF LEASED PREMISES
11.1. The Lessee, at no expense to the Government, shall at all times protect, preserve, and maintain (or require its sublessees and licensees to maintain) the Leased Premises (or "!
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Former George AFB Page 22 of 65 Lease for Airfield Property applicable subleased or licensed premises), including any improvements located thereon, in good order and condition, and exercise due diligence in protecting the Leased Premises against damage, destruction or waste by fire and other causes, subject to the applicable provisions of Conditions 4, 10, 15 and 17. At a minimum, the Lessee agrees to maintain or to require its sublessees and licensees to maintain the Leased Premises to the extent required by the FAA conditions of transfer identified in Condition 23 below and the Application identified in Condition 5.1 above. The Lessee shall comply (and shall require its sublessees and licensees to comply) with the provisions of Condition 17 of this Lease in conducting any maintenance activities required to be performed hereunder.
11.2. The Lessee will be responsible at its sole cost and expense for any improvements, renovations, maintenance, and repair of all facilities, as well as parking areas included in the Leased Premises. The Lessee also will provide at its sole cost and expense any physical security it deems necessary for the Leased Premises to include privately-owned vehicles of its employees, contractor and subcontractors in the parking areas.
CONDITION 12
DAMAGE TO NON-LEASED GOVERNMENT PROPERTY
12.1. Any real or personal property of the Government, not leased under this Lease, damaged or destroyed by the Lessee incident to the Lessee's use and occupation of the Leased Premises shall be promptly repaired or replaced by the Lessee to the satisfaction of the SM. In lieu of such repair or replacement the Lessee shall, if so required by the SM, pay to the Government money in an amount sufficient to compensate for the loss sustained by the Government by reason of damage or destruction of Government property.
CONDITION 13
ACCESS AND INSPECTION
13.1. Any agency of the Government, its officers, agents, employees, and contractors, "!
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Former George AFB Page 23 of 65 Lease for Airfield Property may enter upon the Leased Premises, at all reasonable times for any official purposes not inconsistent with Lessee's quiet use and enjoyment and control of airport operations under this Lease, including but not limited to the purpose of inspection. The Government normally will give the Lessee or sublessee or licensee twenty-four (24) hours prior notice of its intention to enter the Leased Premises unless it determines the entry is required for safety, environmental, operations, or security purposes. The Lessee shall have no claim on account of any entries against the United States or any officer, agent, employee, or contractor thereof.
13.2. The Air Force will normally conduct an annual inspection of the Leased Premises.
Consistent with Condition 13.1, the Air Force shall give the Lessee, sublessee, or licensee at least twenty-four (24) hours prior notice of such inspection.
13.3. The Lessee will make available, upon request, all applicable permits, licenses, etc., required by federal, state, or local laws, regulations, or ordinances, for the operation of the Airport and ancillary airport facilities.
CONDITION 14
GENERAL INDEMNIFICATION BY LESSEE
14.1. The United States shall not be responsible for damages to property or injuries or death to persons which may arise from or be attributable or incident to the condition or state or repair of the Leased Premises, or the use and occupation thereof, or for damages to the property of the Lessee, or for damages to the property or injuries or death to the person of the Lessee's officers, agents, servants or employees, or others who may be on the Leased Premises at their invitation or the invitation of any one of them.
14.2. The Lessee agrees to assume all risks of loss or damage to property and injury or death to persons by reason of or incident to the possession and/or use of the Leased Premises, or the activities conducted by the Lessee under this Lease. The Lessee expressly waives all claims against the United States for any such loss, damage, personal injury or death caused by or "!
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Former George AFB Page 24 of 65 Lease for Airfield Property occurring as a consequence of such possession and/or use of the Leased Premises or the conduct of activities or the performance of responsibilities under this Lease. The Lessee further agrees, to the extent permitted under State law, to indemnify, save, hold harmless, and defend the United States, its officers, agents and employees, from and against all suits, claims, demands or actions, liabilities, judgments, costs and attorneys' fees arising out of, or in any manner predicated upon personal injury, death or property damage resulting from, related to, caused by or arising out of the possession and/or use of the Leased Premises or any activities conducted or services furnished in connection with or pursuant to this Lease. The agreements contained in the preceding sentence do not extend to claims for damages caused solely by the gross negligence or willful misconduct of officers, agents or employees of the United States without contributory fault on the part of any person, firm or corporation. The United States will give the Lessee notice of any claim against it covered by this indemnity as soon after learning of it as practicable.
14.3. The Lessee will provide at its sole expense any physical security it deems necessary for the privately owned vehicles of its own employees, contractors and subcontractors and their invitees. The Lessee agrees that the United States will not be responsible for loss or damage to the parked vehicles of its employees, contractors and subcontractors and their invitees, and, to the extent permitted under state law, it will defend, indemnify, and hold the United States harmless from any claims for such loss or damage.
CONDITION 15
RISK OF LOSS AND INSURANCE
15.1. The Lessee shall in any event and without prejudice to any other rights of the Government bear all risk of loss or damage or destruction to the Leased Premises, including any building(s), improvements, fixtures or other property thereon arising from any causes whatsoever.
15.2. The Lessee shall have the option to self-insure, in whole or in part, the risk of loss borne by Lessee under Condition 15.1 above. In addition, during the entire period this Lease "!
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Former George AFB Page 25 of 65 Lease for Airfield Property shall be in effect, the Lessee shall require, subject to availability on reasonable terms and conditions, sublessees and licensees of substantial portions of this Leased Premises to carry and maintain at their expense the following:
a. Property insurance coverage against loss or damage by fire and lightning and against loss or damage or other risks embraced by coverage of the type now known as the broad form of extended coverage (including but not limited to riot and civil commotion, vandalism, and malicious mischief and earthquake) in an amount not less than 100 percent of the full replacement cost of the buildings, building improvements, improvements to the land, and personal property on the Leased Premises, but not to exceed the fair market value of the property. The policies of insurance carried in accordance with this Condition shall contain a "Replacement Cost Endorsement." Such full replacement cost shall be determined from time to time, upon the written request of the Government or the Lessee, but not more frequently than once in any twenty-four (24) consecutive calendar month period (except in the event of substantial changes or alterations to the Leased Premises undertaken by the Lessee or any sublessee or licensee as permitted under the provisions of the Lease).
b. Comprehensive general liability insurance, including but not limited to general operation and airport liability insurance endorsed for hangar-keeping and products and completed operations and, where applicable, hangar-keeping liability insurance, on an "occurrence basis" against claims for "personal injury," including without limitation, bodily injury, death or property damage, occurring upon, in or about the subleased premises including any buildings thereon and the ramp area and adjoining sidewalks, streets, and passageways, such insurance to afford immediate minimum protection at the time of the Term Beginning Date, and at all times during the term of this Lease, to commercially reasonable limits (and deductibles) with respect to damage to property and with respect to personal injury or death to any one or more persons. Such insurance shall also include coverage against liability for bodily injury or property damage arising out of the acts or omissions by or on behalf of the sublessee or any other person or organization, or involving any owned, non-owned, leased or hired automotive equipment in connection with the sublessee's activities.
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Former George AFB Page 26 of 65 Lease for Airfield Property c. If and to the extent required by law, workers' compensation and employer's liability or similar insurance in form and amounts required by law.
15.3. During the entire period this Lease shall be in effect, the Lessee, or any sublessee or licensee shall carry and maintain the insurance required below at its expense, or require any contractor performing work on the Leased Premises to carry and maintain insurance at no expense to the Government:
a. The comprehensive general liability and property damage insurance provided for in subparagraph 15.2.a above shall be maintained for the limits specified thereunder and shall provide coverage for the mutual benefit of the Government and the Lessee as additional insureds in connection with any construction or work permitted pursuant to this Lease;
b. Fire and any other applicable insurance provided for in this Condition 15 which, if not covered under the provisions of existing policies, shall be covered by special endorsement thereto in respect to any alterations, including all materials and equipment therefore incorporated in, on or about the Leased Premises; and
c. Workers' compensation or similar insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against the United States, the Lessee or the Leased Premises in form and amounts required by law.
15.4. All policies of insurance which this Lease requires the Lessee or any sublessee or licensee to carry and maintain or cause to be carried or maintained pursuant to this Condition 15 shall be effected under valid and enforceable policies, in such forms and amounts as may, from time to time, be required under this Lease, issued by insurers of recognized responsibility. All such policies of insurance shall be for the mutual benefit of the Government and the Lessee and, if applicable, any sublessee or licensee as additional insured as well as any mortgagee to the extent allowed under this Lease. Each such policy shall provide that: (i) any losses shall be payable notwithstanding any act or failure to act or negligence of the Lessee or the Government "!
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Former George AFB Page 27 of 65 Lease for Airfield Property or any other person: (ii) no cancellation, reduction in amount, or material change in coverage thereof shall be effective until at least sixty (60) days after receipt by the Government of written notice thereof; (iii) the insurer shall have no right of subrogation against the Government and be reasonably satisfactory to the Government in all other respects. In no circumstances will the Lessee be entitled to assign to any third party rights-of-action that the Lessee may have against the Government. Notwithstanding the foregoing, any cancellation of insurance coverage based on nonpayment of the premium shall be effective upon ten (10) days written notice to the Government. The Lessee understands and agrees that cancellation of any insurance coverage required to be carried and maintained by the Lessee or any sublessee under this Condition 15 will constitute a failure to comply with the terms of the Lease, and the Government shall have the right to terminate this Lease for all or any applicable portion of the Leased Premises, pursuant to Condition 7, upon receipt of any such cancellation notice, but only if the Lessee fails to cure such noncompliance to the extent allowed under Condition 7.
15.5. The Lessee shall deliver or cause to be delivered upon execution of this Lease (and thereafter not less than fifteen (15) days prior to the expiration date of each policy furnished pursuant to this Condition 15) to the Government a certificate of insurance evidencing the insurance required by this Lease.
15.6. In the event that any item or part of the Leased Premises (other than alterations or other improvements made or authorized by the Lessee subsequent to the Term Beginning Date) shall be damaged or destroyed, the risk of which is assumed by the Lessee under Condition 15.1 above, the Lessee shall promptly give notice thereof to the Government. The Lessee shall have the election either to repair and restore the damaged or destroyed property or to continue to occupy or use the same without any obligation to repair or replace such damage other than repairs that may be required for safety reasons.
a. In the event the Lessee elects not to repair and restore the damaged or destroyed property, all applicable insurance proceeds relative to the damaged or destroyed property shall be applied first to removing any debris from and restoring the damaged area to a reasonably clean condition, and any remaining balance shall be retained by the Lessee for use at the airport for airport purposes. Notwithstanding the immediately preceding sentence, in the "!
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Former George AFB Page 28 of 65 Lease for Airfield Property event applicable terms of a leasehold mortgage on the Leased Premises, or any portion of the Leased Premises (as that term is defined in Condition 21) require the balance of such insurance proceeds to be paid first to a leasehold mortgagee(s) (as that term is defined in Condition 22), all such insurance proceeds shall be so paid and any remaining balance shall than be allocated as set forth in said sentence.
b. In the event the Lessee shall elect to repair and restore the damaged or destroyed property, it shall provide written notice of such election to the Government within ninety-five (95) days after the occurrence of such damage or destruction and thereafter shall promptly repair and restore the damaged or destroyed property to its condition immediately prior to the occurrence.
c. All repair and restoration work under this Condition 15.6 shall comply with the provisions of Conditions 10, 17, and 26 applicable to alterations and any other work subject to the notice requirements imposed by Condition 10.15.
15.7. Notwithstanding any other provision of this Lease, the Lessee may allow federal, state and local governmental sublessees to self-insure, in whole or in part, any of the risks within the scope of this Condition 15.
CONDITION 16
COMPLIANCE WITH APPLICABLE LAWS
16.1. The Lessee will at all times during the existence of this Lease promptly observe and comply, at its sole cost and expense, with the provisions of all applicable federal, state, interstate, and local laws, regulations, and standards, and in particular those provisions concerning the protection of the environment and pollution control and abatement.
16.2. The Lessee shall comply with all applicable federal, state and local laws, ordinances, and regulations with regard to construction, sanitation, licenses or permits to do business, and all other matters. The Lessee shall be responsible for determining whether it is "!
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Former George AFB Page 29 of 65 Lease for Airfield Property subject to local building codes or building permit requirements, and for compliance with them to the extent they are applicable.
16.3. The Lessee shall comply with all applicable federal, state, and local occupational safety and health regulations.
16.4. The Lessee shall obtain and comply with all applicable permits, licenses, etc., required by federal, state, or local laws, regulations, or ordinances, for the operation of the Airport and ancillary airport facilities.
16.5. Nothing in this Lease shall be construed to constitute a waiver of federal supremacy or federal sovereign immunity.
16.6. Responsibility for compliance as specified in this Condition 16 rests exclusively with the Lessee, or with respect to any subleased premises with the appropriate sublessee. The Air Force assumes no enforcement or supervisory responsibility except with respect to matters committed to its jurisdiction and authority. The Lessee or appropriate sublessee shall be liable for all costs associated with compliance, defense of enforcement actions or suits, payment of fines, penalties, or other sanctions and remedial costs related to Lessee's or any sublessee's or licensee's use of the Leased Premises.
16.7. The Lessee or its sublessees or licensees shall have the right to contest by appropriate proceedings diligently conducted in good faith, without cost or expense to the Government, the validity or application of any law, ordinance, order, rule, regulation or requirement of the nature referred to in this Condition 16. The Air Force shall not be required to join in or assist the Lessee or its sublessees or licensees in any such proceedings.
CONDITION 17
DEVELOPMENT AND ALTERATIONS
17.1. The Lessee shall have the right to develop (or allow the development of) "!
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Former George AFB Page 30 of 65 Lease for Airfield Property undeveloped or underdeveloped areas of the Leased Premises; to otherwise alter (or allow the alteration of) all or any portion of the Leased Premises; and to place, construct or demolish (or allow to be placed, constructed or demolished) any improvements, structures, alterations or additions or other changes in, to or upon the Leased Premises, subject to Conditions 10, 17.2 to
17.8, inclusive, and 26. All of the activities in the preceding sentence shall be referred to cumulatively as "Alterations."
17.2. The Lessee shall make (or shall require its sublessees and licensees to make) all Alterations in compliance with all applicable governmental laws, regulations, codes, standards or other requirements and the provisions of Condition 10 of this Lease. This obligation shall include compliance with all applicable provisions of the FFA.
17.3. The Lessee shall not construct or make, or permit its sublessees or licensees to construct or make, any Alterations which may impede or impair any activities under the FFA or are to be undertaken in Areas of Special Notice (as defined in Condition 10.15) without the prior written consent of the Air Force. Requests for such consent require review by the Chief of the BRAC Program Management Division and will be forwarded promptly by the SM through channels with the pertinent supporting documentation and comments. Such consent may include a requirement for written approval by the Remedial Project Managers appointed under the FFA and will provide that such approved alterations shall become Government property when annexed to the Leased Premises, except as provided in Condition 17.4. Detailed written descriptions shall be submitted in accordance with the provisions of Condition 10.15. Within thirty (30) days of receipt of the detailed written description, the Government may request the Lessee to provide more detailed information as necessary to complete its review. The Air Force review process for any proposed Alterations shall be completed within sixty (60) days of the receipt of the documents required to complete its review. In the event that problems are detected during review, immediate notice shall be provided by telephone to the Lessee.
17.4. The Lessee shall not make, permit, or suffer any Alterations to the Airport which constitute any major structural change or changes unless such change or changes are consistent with the former George AFB IRP, the FFA, the provisions of Condition 23.2.1, approved Airport "!
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Former George AFB Page 31 of 65 Lease for Airfield Property Layout Plan, and the ROD. Any other additions, alterations or improvements constituting a major structural change or changes shall require the prior written consent of the Administrator of the FAA or his or her successor in function. Title to alterations shall vest in the United States unless the consent of the Administrator of the FAA or his or her successor in function provides specifically that title thereto shall vest in the Lessee (or sublessee or licensee as applicable), and shall be subject to the provisions of Condition 9 and all other terms and conditions of this Lease.
The Lessee agrees to the extent permitted by law to indemnify and save harmless the United States from mechanics' and materialmen's liens arising from any Alterations effected by the Lessee.
17.5. Any contractor or subcontractor of the Lessee or of any sublessee or licensee shall maintain or cause to be maintained the insurance required pursuant to Condition 15.3.
17.6. All Alterations, other construction and construction-related work, excavation and demolition performed by the Lessee (or permitted to be performed by any sublessee or licensee) shall be without cost to the Government.
17.7. All Alterations, other construction and construction-related work, excavation, demolition and restoration performed by the Lessee (or permitted to be performed by a sublessee or licensee) shall be consistent with the applicable requirements of Conditions 10, 16, 17 and 26 and shall comply with all applicable provisions of the FFA. For purposes of this Condition, the term "construction and construction-related work" shall include without limitation repairs, maintenance, alterations and additions.
17.8. The Lessee shall maintain MYLAR as-built drawings (or their equivalent) when Alterations authorized here under are completed.
17.9. In matters of ingress and egress, contractor haul routes, construction activity and disposition of excavated material, in connection with the privileges herein granted, shall be coordinated with the Air Force.
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Former George AFB Page 32 of 65 Lease for Airfield Property CONDITION 18
UTILITIES
18.1. The Lessee will be responsible for, and will require its sublessees and licensees to be responsible for, all utilities, janitorial services, building maintenance and grounds maintenance for the Leased Premises (or subleased or licensed premises) without cost to the Government. The Lessee will (or will cause its sublessees or licensees to) purchase, install, and maintain meters without cost or expense to the Government within thirty (30) days of occupancy.
The Lessee will pay the charges for any utilities and services furnished by the Government that the Lessee may require in connection with its use of the Leased Premises. It is expressly understood and agreed that the Government in no way warrants the continued availability, maintenance or adequacy of any utilities or services furnished by it to the Lessee. The Government shall not under any circumstances provide telephone service to the Lessee, and it is the Lessee's sole responsibility to obtain such services on its own behalf and at its own expense.
a. Procurement of Government Utilities: [Omitted]
b. Procurement of Commercial Utilities: The Government no longer has the capability to deliver any utility services to the former Base. The Lessee must procure all necessary utilities direct from a commercial provider. The charges and method of payment for each utility or service so procured will be determined in accordance with applicable laws and regulations, on such basis as the appropriate supplier of the utility or service may establish.
18.2. Nothing herein shall require the Lessee or utility suppliers to continue to utilize any existing utility systems, provided that the Lessee makes adequate provision, or requires the applicable utility supplier to make adequate provision, for a transition to an alternate system or systems that prevents to the extent practicable any disruption to utility services to the Air Force or its successors. Any planned disruption must be coordinated with the Air Force. [See Also, Footnote 1 to Condition 26.2.a as applicable to site SS083]
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Former George AFB Page 33 of 65 Lease for Airfield Property CONDITION 19
DISPUTES
19.1. Parties to Meet and Negotiate. If a dispute should arise, the Parties agree to first attempt to resolve the dispute using unassisted negotiation techniques (i.e., without the assistance of a neutral third party). Either Party may request in writing that unassisted negotiations commence. As part of the unassisted negotiation, the Parties shall consider employing joint fact- finding, if material factual disputes are involved, and shall use other early resolution techniques appropriate to the circumstances. If the dispute involves material issues of fact, the Parties may employ a neutral third party to provide a confidential evaluation of the issues of fact.
19.2. Except as otherwise provided in this Lease, any dispute concerning a question of fact, submitted by the Lessee to the BEC's attention, in writing, arising under this Lease which is not disposed of by mutual agreement shall be decided by the Chief of the BRAC Program Management Division (the “Division Chief”). The Division Chief shall reduce the decision to writing and mail or otherwise furnish a copy to the Lessee. The decision of the Division Chief shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, the Lessee mails or otherwise furnishes to the Division Chief a written appeal addressed to the Director. The decision of the Director or his or her duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this Condition, the Lessee should be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Lessee shall proceed diligently with the performance of the Lease in accordance with the decision of Division Chief. This Condition does not preclude consideration of questions of law in connection with decisions provided for in this Condition 19.2. Nothing in this Condition, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law.
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Former George AFB Page 36 of 65 Lease for Airfield Property of any portion of the Leased Premises (collectively, "Use Authorization"), subject to the provisions of subparagraphs (a), (b), (c), and (d) below in this Condition 21.2. Subject to the foregoing and prior written approval of the FAA, nothing contained in this Condition 21.2 shall prevent or limit the Lessee from subleasing all or any portion of the Leased Premises to the State of California, any unit or local government, political subdivision or other agency or instrumentality or local government, including but not limited to, a joint powers financing authority, nonprofit development corporation, or other nonprofit corporation or entity, for the purpose of structuring any public or private financing or any municipal financing arrangement.
a. The use of the Leased Premises associated with any Use Authorization must be allowable under Condition 6.
b. Any Use Authorization granted by the Lessee shall comply (or in the case of a transaction by a sublessee, licensee or other authorized user [collectively, an "Authorized User"], shall be required to comply) with the provisions of Condition 10, including the notice requirements of Section 21 of the FFA, and shall be consistent with all other terms and conditions of this Lease and the Application and Acceptance identified in Condition 5.1 above, except that the Lessee may rent or impose other types of charges for the subleased, licensed or other authorized use area (collectively, ''Authorized Use Area") at rates or levels that are deemed appropriate by the Lessee and consistent with FAA standards and requirements.
c. The instrument used by the Lessee to grant any Use Authorization must include all relevant covenants, conditions, restrictions, and reservations contained in Conditions
23.2a to 23.2.o, inclusive.
d. In the event of any conflict between the provisions of the Use Authorization and the provisions of this Lease, the provisions of this Lease will control. In the event of any conflict between the provisions of the Use Authorization and the provisions of the Application and Acceptance, the Application and Acceptance will control. Copies of this Lease and the Application and Acceptance must be attached to the Use Authorization instrument.
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Former George AFB Page 37 of 65 Lease for Airfield Property
21.3. Unless otherwise expressly agreed to by the Government in writing, no Use Authorization shall relieve the Lessee of any of its obligations under this Lease.
CONDITION 22
LIENS AND MORTGAGES
22.1. Except as provided in this Condition 22, the Lessee shall not: (i) engage in any financing or other transaction creating any mortgage upon the Leased Premises; (ii) place or suffer to be placed upon the Leased Premises any lien or other encumbrance; or (iii) suffer any levy or attachment to be made on the Lessee's interest in the Leased Premises, other than such levy or attachment as may result from a foreclosure of a mortgage on any portion of the Leased Premises. Any such mortgage, encumbrance, or lien shall be deemed to be a violation of this covenant and constitute a failure to amply with the terms of the Lease on the date of its execution or filing of record regardless of whether or when it is foreclosed or otherwise enforced.
22.2. During the term of this Lease, the Lessee may encumber its interest in the Leased Premises or any portion thereof, by way of one or more loans secured by a mortgage to provide financing for the cost of capital improvements or other development of the Leased Premises, subject to the prior written approval of the FAA and Condition 22.3 below. The proposed holder of any mortgage must be approved by the Government prior to the execution of such loan (each, an “Approved Mortgagee”). An “Approved Mortgagee Affiliate” means any corporation, limited liability company, or other entity that controls, is owned or controlled by, or is under common ownership and control with, any Approved Mortgagee. Any loan with respect to the Leased Premises, or any portion thereof, may be further secured by a conditional assignment of this Lease by the Lessee to the mortgagee. The Government agrees to execute an Estoppel Certificate and any other similar documentation as may reasonably be required by the mortgagee so as to give its consent to the conditional assignment of this Lease and to certify as to the status of this Lease and to the performance of the Lessee hereunder as of the date of such certification.
22.3. No mortgage shall extend to or affect the fee, the reversionary interest or the "!
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Former George AFB Page 38 of 65 Lease for Airfield Property estate of the Government in the Leased Premises. No mortgage shall be binding upon the Government in the enforcement of its rights and remedies under this Lease and by law provided, unless, and until a copy thereof shall have been delivered to the Government and such mortgagee is an Approved Mortgagee in accordance with the provisions of this Condition 22.
22.4. Promptly after assigning or encumbering the Leased Premises, or any portion thereof, the Lessee shall furnish the Government a written notice setting forth the name and address of such Approved Mortgagee. Further, the Lessee shall notify the Government promptly of any lien or encumbrance that has been created or attached to the Leased Premises or the Lessee's interest in the Leased Premises whether by act of the Lessee or otherwise, of which the Lessee has notice.
22.5. If an Approved Mortgagee, an Approved Mortgagee Affiliate or purchaser at foreclosure of the mortgage shall acquire the Lessee's interest in the Leased Premises, or any portion thereof, by virtue of the default of the Lessee under the mortgage or otherwise, this Lease shall continue in full force and effect so long as the Approved Mortgagee, Approved Mortgagee Affiliate or purchaser at foreclosure is not in default hereunder. The Approved Mortgagee, Approved Mortgagee Affiliate or purchaser at foreclosure may not appoint an agent or nominee to operate and manage any portion of the Leased Premises on its behalf without first obtaining the prior written approval of the FAA. Such approval may include, but is not limited to, a determination by the FAA that the proposed agent or nominee has demonstrated experience or expertise in the development, management, and operation of facilities similar to the Leased Premises. For the period of time during which the Approved Mortgagee, Approved Mortgagee Affiliate or any purchaser at foreclosure of a mortgage holds the Lessee's interest in the Leased Premises, the Approved Mortgagee, Approved Mortgagee Affiliate or such purchaser shall become liable and fully bound by the provisions of this Lease.
22.6. With respect to the Approved Mortgagees of the Leased Premises, the Government agrees that the following shall apply:
a. If requested by a mortgagee which shall have duly registered in writing "!
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Former George AFB Page 39 of 65 Lease for Airfield Property with the Government its name and address, any notice from the Government to the Lessee shall be simultaneously delivered to such mortgagee at its registered address, and in the event of any such registration, no notice of default or termination of this Lease given by the Government to the Lessee shall be deemed legally effective until and unless like notice shall have been given by the Government to the Approved Mortgagee(s).
b. Such Approved Mortgagee(s) entitled to such notice shall have any and all rights of the Lessee with respect to the curing of my default here under by the Lessee.
c. The Government will not enter into any material modification of this Lease without the prior written consent thereto of each Approved Mortgagee who shall become entitled to notice as provided in Condition 22.4 above. The foregoing shall not apply or be construed to apply to any right the Government may have to terminate this Lease pursuant to its terms. It is also agreed that the Lessee shall provide any such Approved Mortgagee with notice of any proposed modification.
d. If the Government shall elect to terminate this Lease by reason of any default by the Lessee, the Approved Mortgagee(s) that shall have become entitled to notice as provided in this Condition 22.6 shall not only have any and all rights of the Lessee with respect to curing of any default, but also shall have the right to postpone and extend the specified date for the termination of this Lease ("Right to Postpone") in any notice of termination by the Government to the Lessee ("Termination Notice"), subject to the following conditions:
(1) Such Approved Mortgagee shall (i) give the Government written notice of the exercise of the Right to Postpone prior to the date of termination specified by the Government in the Termination notice, and (ii) simultaneously pay to the Government all amounts required to cure all defaults then existing (as of date of the exercise of Right to Postpone) which may be cured by the payment of a sum of money.
(2) Such Approved Mortgagee shall (i) pay any sums and charges which may be due and owing by the Lessee, and (ii) promptly undertake to cure, diligently "!
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Former George AFB Page 40 of 65 Lease for Airfield Property prosecute and, as soon as reasonably possible, complete the curing of all defaults of the Lessee which are susceptible of being cured by such Approved Mortgagee.
(3) An Approved Mortgagee's exercise of its Right to Postpone shall extend the date for the termination of this Lease specified in the Termination Notice for a period of not more than six (6) months, or such longer period as may be reasonably requested by any Approved Mortgagee and approved by the Government.
(4) If, before the date specified for the termination of this Lease as extended by such Approved Mortgagee's exercise of its Right to Postpone, (i) the assumption of performance and observance of the covenants and conditions herein contained on the Lessee's part to be performed under this Lease shall be delivered to the Government by the Approved Mortgagee, or its nominee; and (ii) the Approved Mortgagee shall have complied with all obligations on the Lessee's part to be performed under this Lease and no further defaults shall have occurred which shall not have been cured within the periods of time after notice above provided for, then and in such event, all defaults under this Lease shall be deemed to have been cured, and the Government's Termination Notice shall be deemed to have been withdrawn.
e. Nothing herein contained shall be deemed to impose any obligation on the part of the Government to deliver physical possession of the Leased Premises to such Approved Mortgagee.
f. If more than one Approved Mortgagee shall seek to exercise any of the rights provided for in this Condition 22.6, the holder of the mortgage having priority of lien over the other Approved Mortgagees shall be entitled, as against the others, to exercise such rights.
Should a dispute arise among Approved Mortgagees regarding the priority of lien, the Approved Mortgagees must prove to the satisfaction of the Government that they have settled that dispute.
g. An Approved Mortgagee may not appoint an agent or nominee to operate and manage the Leased Premises on its behalf without first obtaining the written approval of the FAA. Such approval shall require a determination by the FAA that the proposed agent or "!
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Former George AFB Page 41 of 65 Lease for Airfield Property nominee has demonstrated experience or expertise in the development, management, and operation of facilities similar to the Leased Premises.
22.7. During the term of this Lease, the Lessee may authorize a sublessee to encumber its interest in the subleased premises by way of one or more loans secured by a mortgage to provide financing for the cost of capital improvements or other development of the subleased premises, subject to Condition 22.8 below. The proposed holder of any mortgage must be approved by the Lessee prior to the execution of such loan. Any loan with respect to subleased premises may be further secured by a conditional assignment of the applicable sublease by the sublessee to the mortgagee. The Government agrees to execute an Estoppel Certificate and any other similar documentation as may reasonably be required by the mortgagee so as to give its consent to the conditional assignment of the sublease and to certify as to the status of this Lease and to the performance of the Lessee hereunder as of the date of such certification.
22.8. No mortgage shall extend to or affect the fee, the reversionary interest or the estate of the Government in the Leased Premises. No mortgage shall be binding upon the Government in the enforcement of its rights and remedies under the Lease and by law provided, unless, and until a copy thereof shall have been delivered to the Government and such mortgagee is an Approved Mortgagee in accordance with the provisions of this Condition 22.
22.9. Promptly after authorizing a sublessee to assign or encumber any subleased premises, the Lessee shall require its sublessee to furnish the Government a written notice setting forth the name and address of such mortgagee. Further, the Lessee shall require its sublessee to notify the Government promptly of any lien or encumbrance that has been created or attached to the sublessee's interest in the subleased premises whether by act of the sublessee or otherwise, of which the Lessee or sublessee has notice.
22.10. If a mortgagee or purchaser at foreclosure of the mortgage shall acquire the sublessee's interest in the subleased premises, by virtue of the default of the sublessee under the mortgage or otherwise, the applicable sublease shall continue in full force and effect so long as the mortgagee or purchaser at foreclosure is not in default thereunder. The mortgagee or "!
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Former George AFB Page 42 of 65 Lease for Airfield Property purchaser at foreclosure may not appoint an agent or nominee to operate and manage any portion of the subleased premises on its behalf without first obtaining the written approval of the Lessee and FAA. Such approval shall require a determination by the Lessee that the proposed agent or nominee has demonstrated experience or expertise in the development, management, and operation of facilities similar to the subleased premises. For the period of time during which the mortgagee or any purchaser at foreclosure of a mortgage holds the sublessee's interest in the subleased premises, the mortgagee or such purchaser shall become liable and fully bound by the provisions of the applicable sublease.
22.11. With respect to the mortgagees of the subleased premises, the Government agrees that the following shall apply:
a. If requested by a mortgagee which shall have duly registered in writing with the Government its name and address, any notice from the Government to the Lessee affecting the subleased premises shall be simultaneously delivered to the applicable sublessee and such mortgagee at its registered address, and in the event of any such registration, no notice of default or termination of this Lease affecting the subleased premises given by the Government to the Lessee shall be deemed legally effective until and unless like notice shall have been given by the Government to such sublessee and mortgagee.
b. Such mortgagee entitled to such notice shall have any and all rights of the sublease with respect to the curing of any default hereunder by the Lessee.
c. The Government will not enter into any material modification of this Lease affecting the subleased premises without the prior written consent thereto of each mortgagee who shall become entitled to notice as provided in Condition 22.9 above. The foregoing shall not apply or be construed to apply to any right the Government may have to terminate this Lease pursuant to its terms. It is also agreed that the Lessee shall require the sublessee to provide any such mortgagee with notice of any proposed modification.
d. If the Government shall elect to terminate this Lease by reason of any "!
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Former George AFB Page 43 of 65 Lease for Airfield Property default by the Lessee with respect to the subleased premises, the mortgagee that shall have become entitled to notice as provided in this Condition 22.11 shall not only have any and all rights of the sublessee with respect to curing of any default with respect to the subleased premises, but also shall have the right to postpone and extend the specified date for the termination of this Lease ("Mortgagee's Right to Postpone”) in any notice of termination by the Government to the Lessee ("Termination Notice"), subject to the following conditions:
(1) Such mortgagee shall (i) give the Government written notice of the exercise of the Mortgagee's Right to Postpone prior to the date of termination specified by the Government in the Termination Notice, and (ii) simultaneously pay to the Government all amounts required to cure all defaults then existing (as of date of the exercise of Mortgagee's Right to Postpone) which may be cured by the payment of a sum of money.
(2) Such mortgagee shall (i) pay any sums and charges which may be due and owing by the Lessee, and (ii) promptly undertake to cure, diligently prosecute and, as soon as reasonably possible, complete the curing of all defaults of the Lessee and sublessee with respect to the subleased premises which are susceptible of being cured by such mortgagee.
(3) The Mortgagee's exercise of its Right to Postpone shall extend the date for the termination of this Lease specified in the Termination Notice for a period of not more than six (6) months, or such longer period as may be reasonably requested by any mortgagee and approved by the Government.
(4) If, before the date specified for the termination of this Lease as extended by such mortgagee's exercise of Mortgagee's Right to Postpone, (i) the assumption of performance and observance of the covenants and conditions herein contained on the Lessee's part to be performed under the Lease with respect to the subleased premises shall be delivered to the Government by the mortgagee, or its nominee; and (ii) the mortgagee shall have complied with all obligations on the Lessee's and sublessee's part to be performed with respect to the subleased premises under the Lease and no further defaults with respect to the subleased premises shall have occurred which shall not have been cured within the periods of time after "!
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Former George AFB Page 44 of 65 Lease for Airfield Property notice above provided for, then and in such event, all defaults under this Lease with respect to the subleased premises shall be deemed to have been cured, and the Government's Termination Notice shall be deemed to have been withdrawn.
e. Nothing herein contained shall be deemed to impose any obligation on the part of the Government to deliver physical possession of the Leased Premises to such holder of a mortgage.
f. If more than one mortgagee shall seek to exercise any of the rights provided for in this Condition 22.11, the holder of the mortgage having priority of lien over the other mortgagees shall be entitled, as against the others, to exercise such rights. Should a dispute arise among mortgagees regarding the priority of lien, the mortgagees must prove to the satisfaction of the Government that they have settled that dispute.
g. The mortgagee may not appoint an agent or nominee to operate and manage the subleased premises on its behalf without first obtaining the written approval of the Lessee and FAA. Such approval shall require a determination by the Lessee that the proposed agent or nominee has demonstrated experience or expertise in the development, management, and operation of facilities similar to the subleased premises.
CONDITION 23
FEDERAL AVIATION ADMINISTRATION REQUIREMENTS
23.1. By acceptance of this Lease, the Lessee for itself, its successors and assigns, agrees that the transfer of the Leased Premises by this Lease is accepted subject to the following restrictions set forth in subparagraphs a and b of this Condition 23.1.
a. That, except as provided in subparagraph 23.2.b below, the property transferred by this Lease shall be used for public airport purposes for the use and benefit of the public, on reasonable terms and without unjust discrimination and without grant or exercise of "!
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Former George AFB Page 45 of 65 Lease for Airfield Property any exclusive right for use of the Airport within the meaning of the term "exclusive right" as used in subparagraph 23.2.d below.
b. That, except as provided in subparagraph 23.2.b, the entire landing area, as defined in Section 101 of the Federal Aviation Act of 1958, as amended, and Federal Aviation Regulations pertaining thereto, and all structures, improvements, facilities and equipment in which this instrument transfers any interest, shall be maintained for the use and benefit of the public at all times in safe and serviceable condition, so as to ensure its efficient operation and use provided, however, that such maintenance shall be required as to structures, improvements, facilities and equipment only during the useful life thereof, as determined by the Administrator of the FAA or successor in function (the "Administrator"). In the event materials are required to rehabilitate or repair certain of the aforementioned structures, improvements, facilities or equipment, they may be procured by demolition of other structures, improvements, facilities or equipment transferred hereby and located on the above land, which have outlived their usefulness as airport property in the opinion of the Administrator. Notwithstanding any other provision of this Lease: (i) with the prior written approval of the FAA, the Lessee may close or otherwise limit use or access to any portion of the Airport that it deems appropriate if such closure or use limitation is related to airport operating considerations or is based upon insufficient demand for such portion of the Airport; and (ii) with respect to any such portion of the Airport, the Lessee shall be under no obligation to maintain the same other than as may be required to maintain adequate public safety conditions.
23.2. Further, by acceptance of this Lease or any rights hereunder, the Lessee for itself, its successors and assigns, assumes the obligation of, covenants to abide by and agree to, and this Lease is made subject to, the following reservations and restrictions set forth below in subparagraphs 23.2.a to 23.2.n, inclusive, of this Condition 23.2 provided, that the property transferred hereby may be successively transferred or assigned only with the prior written consent of the Administrator of the FAA, or his successor, to successors and assigns of the Lessee only with the provision that any such subsequent transferee assumes all the obligations imposed upon the Lessee by the provisions of this Lease.
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Former George AFB Page 46 of 65 Lease for Airfield Property a. There is hereby reserved to the Lessor, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the above described real property, 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 said airspace, and for use of said airspace for landing on, taking off from, or operating on the former Base.
b. No property included in the Airport shall be used, leased, sold, salvaged, or disposed of by the Lessee for other than airport purposes without the written consent of the Administrator. This consent shall be granted only if the Administrator determines that the property can be used, leased, sold, salvaged, or disposed of for other than airport purposes without materially and adversely affecting the development, improvement, operation, or maintenance of the Airport. The term "property" as used herein, is deemed to include revenues or proceeds (including any insurance proceeds) derived from the Airport.
c. Property transferred for the development, improvement, operation or maintenance of the Airport shall be used and maintained for the use and benefit of the public on fair and reasonable terms, without unjust discrimination. In furtherance of this covenant (but without limiting its general applicability and effect), the Lessee specifically agrees: (1) that it will keep the Airport open to all types, kinds, and classes of aeronautical use without discrimination between such types, kinds and classes; provided, that the Lessee may establish such fair, equal, and not unjustly discriminatory conditions to be met by all users of the Airport as may be necessary for the safe and efficient operation of the Airport and provided, that the Lessee may prohibit or limit any given type, kind, or class of aeronautical use of the Airport if such action is necessary for the safe operation of the Airport or necessary to serve the civil aviation needs of the public; (2) that, in its operation and the operation of facilities on the Airport, neither it nor any person or organization occupying space or facilities thereupon, will discriminate against any person or class of persons by reason of race, color, creed, disability, age, sex, or national origin in the use of any of the facilities provided for the public at the Airport;(3) that, in any agreement, contract, lease, or other arrangement under which a right or privilege at the Airport is granted to any person, firm or corporation to conduct or engage in any aeronautical "!
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Former George AFB Page 47 of 65 Lease for Airfield Property activity for furnishing services to the public at the Airport, the Lessee will insert and enforce provisions requiring the contractor: (i) to furnish said service on a fair, equal and not unjustly discriminatory basis to all users thereof, and (ii) to charge fair, reasonable, and not unjustly discriminatory prices for each unit for service, provided, that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers; (4) that the Lessee will not exercise or grant any right or privilege which would operate to prevent any person, firm, or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own employees (including, but not limited to maintenance and repair) that it may choose to perform; and (5) that, in the event the Lessee itself exercises any of the rights and privileges referred to in subparagraph (3) above, the services involved will be provided on the same conditions as would apply to the furnishing of such services by contractors or concessionaires of the Lessee under the provisions of such subparagraph (3) of this Condition 23.2.
d. The Lessee will not grant or permit any exclusive right for the use of the Airport which is forbidden by Section 308 of the Federal Aviation Act of 1958, as amended, by any person or persons to the exclusion of others in the same class and will otherwise comply with all applicable laws. In furtherance of this covenant (but without limiting its general applicability and effect), the Lessee specifically agrees that, unless authorized by the Administrator it will not, either directly or indirectly, grant or permit any person, firm or corporation the exclusive right to conduct any aeronautical activity on the Airport, including but not limited to, charter flights, pilot training, aircraft rental and sight-seeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity. The Lessee further agrees that it will terminate as soon as possible and no later than the earliest renewal, cancellation, or expiration date applicable thereof, any exclusive right existing at any Airport owned or controlled by the Lessee or hereinafter acquired and that, thereafter, no such right shall be granted. However, nothing contained herein shall be construed to prohibit the granting or exercise of an exclusive right for the furnishing of non- "!
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Former George AFB Page 48 of 65 Lease for Airfield Property aviation products and supplies or any services of a nonaeronautical nature or to obligate the Lessee to furnish any particular non-aeronautical service at the Airport.
e. The Lessee shall, insofar as it is within its powers and to the extent reasonable, adequately clear and protect the aerial approaches to the Airport. The Lessee will, either by the acquisition and retention of easements or other interests in or rights for the use of land airspace, or by the adoption and enforcement of zoning regulations, prevent the construction, erection, alteration, or growth of any structure, tree, or other object in the approach areas of the runways of the Airport which would constitute an obstruction to air navigation according to the criteria or standards prescribed in Part 77 of the Federal Aviation Regulations, as applicable, according to the currently approved airport layout plan. In addition, the Lessee will not erect or permit the erection of any permanent structure or facility which would interfere materially with the use, operation, or future development of the airport, in any portion of a runway approach area in which the Lessee has acquired, or may hereafter acquire, a property interest permitting it to so control the use made of the surface of the land. Insofar as is within its power and to the extent reasonable, the Lessee will take action to restrict the use of the land adjacent to or in the immediate vicinity of the Airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft.
f. The Lessee will operate and maintain in a safe and serviceable condition, as deemed reasonably necessary by the Administrator, the Airport and all facilities thereon and connected therewith which are necessary to service the aeronautical users of the Airport, other than facilities owned or controlled by the United States, and will not permit any activity thereon which would interfere with its use for airport purposes. Nothing contained herein shall be construed to require that the Airport be operated for aeronautical uses during: (i) temporary periods when snow, flood, or other climatic conditions interfere with such operation and maintenance; or (ii) repair, restoration or replacement of any structure or facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the Lessee in compliance with Condition 15.6.
g. Except as otherwise agreed to between the Lessee and any agency of the "!
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Former George AFB Page 49 of 65 Lease for Airfield Property United States, the Lessee will make available all facilities of the Airport at which the property described herein is located or developed with Federal aid, and all those usable for the landing and taking off of aircraft, to the United States at all times, without charge, and for use by aircraft of any agency of the United States in common with other aircraft, except that if the use by aircraft of any agency of the United States in common with other aircraft, is substantial, a reasonable share, proportional to such use, of the cost of operating and maintaining facilities so used, may be charged. Unless otherwise determined by the FAA, or otherwise agreed to by the Lessee and the using Federal agency, substantial use of an airport by United States aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the FAA, would unduly interfere with use of the landing area by other authorized aircraft or, that during any calendar month either: (i) five (5) or more aircraft of any agency of the United States are regularly based at the airport or on land adjacent thereto; or (ii) the total number of movements (counting each landing as a movement and each take-off as a movement) of aircraft of any agency of the United States is three hundred (300) or more; or (iii) the gross accumulative weight of aircraft of any agency of the United States using the airport (the total movements of such federal aircraft multiplied by gross certified weights thereof) is in excess of five million (5,000,000) pounds.
h. During any national emergency declared by the President of the United States of America or the Congress thereof, including any existing national emergency, the United States shall have the right to make exclusive or nonexclusive use and have exclusive or nonexclusive control and possession, without charge, of the Airport at which the surplus property applied for herein is located or used, as it then exists, or of such portion thereof as it may desire.
However, the United States shall be responsible for the entire cost of maintaining such part of the Airport as it may use exclusively, or over which it may have exclusive possession or control, during the period of such use, possession or control and shall be obligated to contribute a reasonable share, commensurate with the use made by it, of the cost of maintenance of such property as it may use nonexclusively or over which it may have nonexclusive control and possession. The United States shall also pay a fair rental for use, control or possession, exclusively or nonexclusively, of any improvements to the Airport made without United States aid and never owned by the United States.
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Former George AFB Page 50 of 65 Lease for Airfield Property
i. The Lessee does hereby release the Government, and will take whatever action may be required by the Administrator, to assure the complete release of the Government from all liability the Government may be under for restoration or other damage under any lease or other agreement covering the use by the Government of the Airport, or part thereof, owned, controlled or operated by the Lessee, upon which, adjacent to which, or in connection with which, any property transferred by this instrument was located or used, provided, that no such release shall be construed as depriving the Lessee of any right it may otherwise have to receive reimbursement under Section 17 of the Federal Airport Act for the necessary rehabilitation or repair of public airports heretofore, or hereafter substantially damaged by a Federal agency. The Parties to this Lease acknowledge that there is no property at the former Base to which this provision applies.
j. Whenever so requested by the FAA, the Lessee will furnish, without cost to the Federal Government, for construction, operation and maintenance of facilities for air traffic control activities, or weather reporting activities, or communication activities related to air traffic control, such areas of the property described herein or rights in buildings on the Airport as the FAA may consider necessary or desirable for construction at Federal expense of space or facilities for such purposes, and the Lessee will make available such areas or any portion thereof for the purposes provided herein within four (4) months after receipt of written request from the FAA., if such are or will be available.
k. The Lessee will: (1) furnish the FAA with annual or special airport financial and operational reports as may be reasonably requested using either forms furnished by the FAA or in such manner as the Lessee elects so long as the essential data are furnished and (2) upon reasonable request of the FAA, make available for inspection by any duly authorized representative of the FAA, the Airport, and all Airport records and documents affecting the Airport, including deeds, leases, operation and use agreements, regulations, and other instruments and (3) furnish to the FAA a certified true copy of any such document which may be reasonably requested.
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Former George AFB Page 51 of 65 Lease for Airfield Property l. The Lessee will not enter into any action which would operate to deprive it of any of the rights and powers necessary to perform or comply with any or all of the covenants and conditions set forth herein unless by such transaction the obligation to perform or comply with all such covenants and conditions is assumed by another public agency found by the FAA to be eligible as a public agency as defined in the Airport and Airway Improvement Act of 1982, as amended (P.L. 97-248), to assume such obligation and have the power, authority, and financial resources to carry out all such obligations. If an arrangement is made for management or operation of the Airport by any agency or person other than the Lessee, the Lessee shall reserve sufficient rights and authority to ensure that such Airport will be operated and maintained in accordance with these covenants and conditions, any applicable federal statute, and applicable provisions of the Federal Aviation Regulations.
m. The Lessee will at all times keep an up-to-date airport layout plan of the Airport showing: (1) the boundaries of the Airport and all proposed additions thereto, together with the boundaries of all off-site areas owned or controlled by the Lessee for airport purposes and proposed additions thereto; (2) the location and nature of all existing and proposed airport facilities and structures (such as runways, taxiways, aprons, terminal buildings, hangars, and roads), including all proposed extension and reductions of existing airport facilities; and (3) the location of all existing and proposed nonaviation areas and all existing improvements thereon and uses made thereof. The airport layout plan and each amendment, revision, or modification thereof, shall be subject to the approval of the FAA, which approval shall be evidenced by the signature of a duly authorized representative of the FAA on the face of the airport layout plan.
The Lessee will not make or permit the making of any changes or alterations in the Airport or any of its facilities other than in conformity with the airport layout plan as so approved by the FAA, if such changes or alterations might adversely affect the safety, utility, or efficiency of the Airport.
n. If at any time it is determined by the FAA that there is any outstanding right or claim of right in or to the Airport property described herein, the existence of which creates an undue risk of interference with the operation of the Airport or the performance or compliance with covenants and conditions set forth herein, the Lessee will, to the extent "!
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Former George AFB Page 52 of 65 Lease for Airfield Property practicable, acquire, extinguish, or modify such right or claim of right in a manner acceptable to the FAA.
o. In the event that any of the terms, conditions, reservations under which the property is disposed of, or restrictions of this Condition 23, are not met, observed, or complied with by the Lessee or any subsequent transferee, whether caused by the legal inability of said Lessee or subsequent transferee to perform any of the obligations herein set out or otherwise, the title, right of possession and all other rights transferred by this instrument to the Lessee, or any portion thereof, shall at the option of the Government terminate and revert to the Government in its then-existing condition sixty (60) days following the date upon which demand to this effect is made in writing by the Administrator of the FAA or successor in function, unless within said sixty (60) days such default or violation shall have been cured and all such terms, conditions, reservations and restrictions shall have been met, observed, or complied with, or if the Lessee shall have commenced the actions necessary to bring it into compliance with this Condition 23 in accordance with a compliance schedule approved by the Administrator, in which event said termination of Lease and reversion shall not occur and title, right of possession, and all other rights transferred hereby, except such, if any, as shall have previously terminated and reverted, shall remain vested in the Lessee, its transferees, successors and assigns.
p. If the construction as covenants of any of the foregoing reservations and restrictions recited herein as covenants or the application of the same as covenants in any particular instance is held invalid, the particular reservation or restrictions in question shall be construed instead merely as conditions, the breach of which the United States may exercise its option to cause the title, interest, right of possession, and all other rights transferred to the Lessee, or any portion thereof, to terminate and revert to it, and the application of such reservations or restrictions as covenants in any other instance and the construction of the remainder of such reservations and restrictions as covenants shall not be affected thereby.
23.3. Lessee further agrees and understands by and between the Parties hereto and the Lessee, by its acceptance of this Lease, acknowledges its understanding of the agreement, and agrees that, as part of the consideration for this Lease, the Lessee covenants and agrees for itself, "!
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Former George AFB Page 53 of 65 Lease for Airfield Property its successors and assigns, that:
a. The program for or in connection with which this Lease is made will be conducted in compliance with, and the Lessee, its successors and assigns will comply with all requirements imposed by or pursuant to the regulations of the United States Department of Transportation as in effect on the date of this Lease (49 C.F.R. § 21) issued under the provisions of Title VI of the Civil Rights Act of 1964, as amended;
b. This covenant shall be subject in all respects to the provisions of said regulations;
c. The Lessee, its successors and assigns, will promptly take and continue to take such action as may be necessary to effectuate this covenant;
d. The United States shall have the right to seek judicial enforcement of this covenant; and
e. The Lessee, its successors and assigns, will: (1) obtain from any person, including any legal entity, who, through contractual or other arrangements with the Lessee, its successors and assigns, is authorized to provide services or benefits under said program, a written agreement pursuant to which such other person shall, with respect to the services or benefits which he is authorized to provide, undertake for himself the same obligations as those imposed upon the Lessee, its successors and assigns, by this covenant; (2) furnish the original of such agreement to the Administrator, upon his or her request therefore and shall in any event, without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit of, and in favor of the Government against the Lessee, its successors, and assigns.
23.4. The operation of the Airport shall be subject to such regulations as may be prescribed by the Administrator of the FAA or his or her successor in function from time to time, and the Lessee shall comply with all pertinent laws, ordinances, rules, orders, or other applicable "!
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Former George AFB Page 54 of 65 Lease for Airfield Property regulations and to the extent permitted by law, indemnify and hold the United States harmless from any liability or penalty which may be imposed by reason of any asserted violation thereof by the Lessee.
23.5. The Parties understand and agree that in the event of any conflict between any of the provisions in this Condition 23 and any other provisions of this Lease, the provisions in Condition 23 shall control.
CONDITION 24
SPECIAL PROVISIONS
24.1. The Lessee acknowledges, understands, and accepts that the AFCEC/CIB mission on the former George AFB has priority and primacy over all other activities and operations on this former base. AFCEC/CIB’s mission is to ensure the appropriate environmental cleanup of this former base and to dispose of all remaining parcels of land to the approved recipient, which is SCLAA. This mission may require that the Lessee delay or otherwise alter its activities/operations on the Leased Premises, as defined in this Lease, including the activities/operations of any sublessee, licensee, or invitee. If so directed by the BEC, the Lessee and its sublessees, licensees, or invitees, will make all reasonable accommodations to facilitate the accomplishment of AFCEC/CIB’s mission. Every effort will be made by both the Government and Lessee and its sublessees, licensees, or invitees, to fully cooperate to avoid or mitigate potential business disruption, and development or scheduling conflicts that may arise.
CONDITION 25
GENERAL PROVISIONS
25.1. Covenant against Contingent Fees. The Lessee warrants that no person or agency has been employed or retained to solicit or secure this Lease upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or "!
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Former George AFB Page 55 of 65 Lease for Airfield Property bona fide commercial agencies maintained by the Lessee for the purpose of securing business.
For breach or violation of this warranty, the Government shall have the right to annul this Lease without liability, or in its discretion to require the Lessee to pay, in addition to the lease rental or consideration, the full amount of such commission, percentage, brokerage, or contingent fee.
25.2. Officials Not to Benefit. No Member of or Delegate to Congress or Resident Commissioner shall be admitted to any share or part of this Lease or to any benefit to arise therefrom, but this provision shall not be construed to extend to this Lease if made with a corporation for its general benefit.
25.3. Facilities Nondiscrimination. The Lessee shall use the Leased Premises in a nondiscriminatory manner to the end that no person shall, on the ground of race, color, religion sex, age, handicap or national origin, be excluded from using the facilities or obtaining the services provided thereon, or otherwise be subjected to discrimination under any program or activities provided thereon.
a. As used in this Condition 25, the term "facility" means lodgings, stores, shops, restaurants, cafeterias, restrooms, and any other facility of a public nature in any building covered by, or built on land covered by, this Lease.
b. The Lessee agrees not to discriminate against any person because of race, color, religion, disability, sex, or national origin in furnishing, or refusing to furnish, to such person the use of any facility, including all services, privileges, accommodations, and activities provided on the Leased Premises. This does not require the furnishing to the general public the use of any facility customarily furnished by the Lessee solely to tenants or to Air Force military and civilian personnel, and the guests and invitees of any of them.
25.4. Gratuities. The Government may, by written notice to the Lessee, terminate this Lease if it is found after notice and hearing, by the Secretary of the Air Force or duly authorized representative, that gratuities in the form of entertainment, gifts, or otherwise, were offered or given by the Lessee, or any agent or representative of the Lessee, to any officer or employee of the Government with a view toward securing an agreement or securing favorable treatment with "!
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Former George AFB Page 56 of 65 Lease for Airfield Property respect to the awarding or amending, or the making of any determinations with respect to the performing of such agreement; provided that the existence of the facts upon which the Secretary of the Air Force or duly authorized representative makes such finding, shall be an issue and may be reviewed in any court of competent jurisdiction. In the event this Lease is so terminated, the Government shall be entitled to: (a) pursue the same remedies against the Lessee as it could pursue in the event of a breach of this Lease by the Lessee; and (b) a penalty in addition to any other damages to which it may be entitled by law, to exemplary damages in an amount (as determined by the Secretary of the Air Force or duly authorized representative) which shall be not less than three (3) nor more than ten ( 10) times the costs incurred by the Lessee in providing any such gratuities to any such officer or employee. The rights and remedies of the Government provided in this Condition shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Lease.
25.5. No Joint Venture. Nothing contained in this Lease will make, nor will be construed to make, the Parties hereto partners or joint venturers with each other, it being understood and agreed that the only relationship between the Government and the Lessee is that of landlord and tenant. Neither will anything in this Lease render, nor be construed to render, either of the Parties hereto liable to any third party for the debts or obligations of the other Party hereto.
25.6. Records and Books of Account. The Lessee agrees that the Comptroller General of the United States or the Auditor General of the United States Air Force or any of their duly authorized representatives shall, until the expiration of three (3) years after the expiration or earlier termination of this Lease, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Lessee involving transactions related to this Lease.
The Lessee further agrees that any sublease of the Leased Premises (or any part thereof) will contain a provision to the effect that the Comptroller General of the United States or the Auditor General of the United States Air Force or any of their duly authorized representatives shall, until three (3) years after the expiration or earlier termination of this Lease, have access to and the right to examine any directly pertinent books, documents, papers, and records of the sublessee involving transactions related to the sublease.
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Former George AFB Page 57 of 65 Lease for Airfield Property
25.7. Failure of Government to Insist on Compliance. The failure of the Government to insist in any one or more instances, upon strict performance of any of the terms, covenants or conditions of this Lease shall not be construed as a waiver or a relinquishment of the Government's rights to the future performance of any such terms, covenants or conditions, but the obligations of the Lessee with respect to such future performance shall continue in full force and effect.
25.8. Headings or Titles. The brief headings or titles preceding each condition are merely for purposes of identification, convenience, and ease of reference, and will be completely disregarded in the construction of this Lease.
25.9. Counterparts. This Lease is executed in two (2) counterparts, each of which is deemed an original of equal dignity with the other and which is deemed one and the same instrument as the other.
25.10. Personal Pronouns. All personal pronouns used in this Lease, whether used in the masculine, feminine or neuter gender, will include all other genders.
25.11. Entire Agreement. It is expressly agreed that this written instrument embodies the entire agreement between the Parties in writing and signed by each of the Parties hereto, regarding the use of the Leased Premises by the Lessee, and there are no understandings or agreements, verbal or otherwise, between the Parties except as expressly set forth herein. This instrument may only be modified or amended by mutual agreement of the Parties in writing and signed by each of the Parties hereto.
25.12. Meaning of Days. All time periods specified in “days” shall be considered calendar days, unless expressly stated otherwise.
25.13. Identification of Government Agencies, Statutes, Regulations, Programs and Forms. Any reference in this Lease, by name or number, to a government department, agency, statute, regulation, executive order, policy, program or form shall include any successor or similar department, agency, statute, regulation, executive order, policy, program or form. "!
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Former George AFB Page 58 of 65 Lease for Airfield Property
25.14. Third Party Beneficiaries. Except as otherwise expressly provided with respect to Approved Mortgagees, there shall be no third party beneficiaries of this Lease and none of the provisions of this Lease shall be for the benefit of, or enforceable by, any creditors of Lessee.
25.15. Good Faith and Due Diligence. Both Parties agree to pursue in good faith and with due diligence the purposes set forth herein and all acts in furtherance thereof, specifically including all acts required of either Party by the terms thereof.
CONDITION 26
RESTRICTIONS ON USE OF LEASED PREMISES
26.1. Groundwater. The Lessee shall not install (nor permit its sublessees or licensees to install) any type of well at any location within the Leased Premises. Notwithstanding the foregoing, qualified employees of Lessee (or any sublessee or licensee) or their environmental consultants may install groundwater monitoring wells in support of environmental site assessments or investigations in locations shown in Exhibit G-1, Page 1 of 2 (data current as of the end of 2017), which depicts the groundwater plumes beneath the Leased Premises, upon prior notice and written approval of the Air Force, EPA and State Regulators appointed under the FFA.
a. The Lessee (its sublessees or licensees) shall not construct or create any continuously filled surface impoundments for collecting and storing water on the Leased Premises without prior Air Force review and approval. Unlined catchment or detention basins to manage stormwater runoff are excluded, so long as such basins are not intended and constructed to collect and continuously store the runoff between major storm events.
b. Lessee (its sublessees or licensees) shall not undertake any activities that allow the continuous infiltration of surface water into the groundwater on the Leased Premises; normal watering to support grounds maintenance and existing landscaping is excluded from this restriction.
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GEO-19-0001 PBT
Former George AFB Page 59 of 65 Lease for Airfield Property
c. The Lessee (its sublessees or licensees) shall not to disturb, move, damage, tamper with, interfere with any groundwater monitoring wells (some of which are used for free product removal) or associated infrastructure. See Exhibit G-1, Page 2 of 2 for locations of the monitoring wells.
d. The Lessee (its sublessees or licensees) shall not limit Air Force access to any monitoring wells (some of which are used for free product removal) or associated infrastructure, provided the Air Force or its contractors meet the access requirements of the Lessee’s Airport Security Plan, which may be modified from time to time after the Air Force is allowed fourteen (14) calendars days to review and comment on any proposed modifications.
Notwithstanding Condition 26.1.d. immediately above, the Lessee shall be authorized, at Lessee’s sole expense and discretion, to construct or place physical barrier protection outside of the protective bollards on the traffic side of the groundwater monitoring wells to protect, yet maintain appropriate access as contemplated in this Condition 26.1. The Lessee shall coordinate any such construction or placement of physical barriers with the SM.
26.2. Surface and Shallow Soils. The Lessee shall not conduct (or permit its sublessees or licensees to conduct) any subsurface excavation, digging, drilling or other disturbance of the surface soils on the Leased Premises without the providing notice to the Air Force in accordance with Condition 10.22.
a. The following restriction on use of the Leased Premises apply to the seven (7) sites with contaiminants in the shallow soil/vadose zone that are Areas of Special Notice, specifically FT082, SS0831, FT019A, FT019C, ST054, ST057, and SS084 (as depicted on Exhibit G-2, Page 1 of 2; the Air Force will separatedly provide plats with the legal description
1 A soil vapor extraction (SVE) system is located at SS083. The SVE does not have an independent power source and therefore shares a power drop as well as the cost of power with the occupants/tenant of a nearby building. The Government and Lessee shall execute a power reimbursement agreement, underwhich the Air Force will pay a reasonable share of the power bill when its SVE system is operating. The Lessee will have no financial liability to the Air Force for power outages to the SVE system, unless it intentionally or negligently cuts-off power to the Air Force’s SVE system. This is the Parties’ intended meaning for the language in restriction 26.2.a.1 as it relates to disturbing the “power lines” at SS083. If the Lessee intends to terminate power to the building because it becomes vacant, the Lessee will notify the SM ten (10) business days in advance. "!
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GEO-19-0001 PBT
Former George AFB Page 60 of 65 Lease for Airfield Property of the boundaries for each of these contaminated soil sites):
(1) The Lessee (its sublessees or licensees) shall not disturb, move, damage, tamper with, interfere with any treatment facilities such as soil vapor extraction systems, nor any appurtenances associated with such facilities, including but not limited to piping/equipment or power lines.
(2) The Lessee (its sublessees or licensees) shall not limit Air Force access to any treatment facilities such as soil vapor extraction systems, nor any appurtenances associated with such facilities, including but not limited to piping/equipment or power lines; provided, however, the Air Force or its contractors must meet the access requirements of the Lessee’s Airport Security Plan, which may be modified from time to time after the Air Force is allowed fourteen (14) calendars days to review and comment on any proposed modifications.
b. If the Lessee proposes to conduct (or proposes to permit its sublessees or licensees to conduct) any subsurface excavation, digging, drilling or other disturbance of the surface soils within these Areas of Special Notice, the Lessee must obtain prior written approval of the Air Force in accordance with Conditions 10.22 and 17.3.
Exhibit G-2, Page 1 of 2 will be periodically updated as appropriate. The Lessee will be provided a copy of the updated Exhibit G-2, Page 1 of 2 within seven (7) days of the update completion.
26.3. The Lessee (its sublessees or licensees) shall not use the Leased Premises for residential purposes (including mobile or modular homes), hospitals for human care, public or private schools for persons under 18 years of age, nursery schools, or day-care centers for children.
26.4. The following restrictions on use of the Leased Premises apply to the three (3) closed Landfills/Disposal Pits (LF/DPs) LF014, DP003, and DP004 (as depicted in Exhibit G-2,