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Home My Public Portal About2013.11.21 Microwave Site Lease AgreementITT EXELIS rr= _..- U `J JAN 2 7 2014 fir Traffic Management 12930 Worldgate Drive Suite 400 Herndon, VA 20170 January 23, 2014 BessieJo Wagner City of McCall 216 East Park Street McCall, Idaho 83638 RE: SV167-51 Exelis at McCall Municipal Airport Dear Ms Wagner Attached please find two (2) Exelis fully executed Lease Agreements for the Exelis site at McCall Municipal Airport. I want to thank you for your assistance, should you have any questions or concerns please don't hesitate to contact me at 571-203-3383. Sincerely, anasi Imtation Project Manager Air Traffic Management McCall Microwave Lease Agreement Date: Microwave Site Lease Agreement Lease Number: SV167-51 Facility: ADS-B Microwave Site Location: McCall Municipal Airport LEASE Between City Of McCall and Exelis Inc. THIS AGREEMENT, made and entered into this al day of /Lae pt4 bee" in the year 2013, by and between City Of McCall, hereinafter referred to as the Lessor, whose address is: 216 E Park Street McCall, Idaho 83638 And Exelis Inc, hereinafter referred to as Exelis, whose address is: 12930 Worldgate Drive Herndon, Virginia 20170 WHEREAS, the parties understand and agree that this Agreement is taken in support of FAA Contract DTFAWA-07-C-00067, issued to Exelis, then ITT Corporation, on August 30, 2007. The parties hereto agree as follows: 1. PREMISES The Lessor hereby leases to Exelis sufficient property for installation of one (1) 800 millimeter microwave dish on the Western exterior roof edge of Hangar 101, and a 4'x 4' x 2' interior space for installation of one (1) communications support box. (a) Together with a right-of-way for ingress to and egress from the premises; a right-of-way for establishing and maintaining electric power and telecommunication lines to the premises; and unless herein described otherwise, to be by routes reasonably determined and agreed by both parties; (b) And the right to make alterations to the premises to support Exelis microwave site equipment at the sole expense of Exelis after receipt of written approval granted by the Lessor as to the site design details. Such construction and any use shall comply with this Lease, and with McCall City Code. The aforementioned written approval must be received prior to the start of construction or any alterations executed during the life of this lease. If future airport improvements interfere with placement and use of this equipment, Exelis agrees to remove or relocate all associated equipment at the sole expense of Exelis. Written approval as to proposed 1 McCall Microwave Lease Agreement Date: location and site design details for relocation on airport property must be received from the Lessor prior to the start of construction or alterations for relocation. 2. PUBLIC UTILITIES Lessor will provide commercial electrical power for Exelis equipment. The cost of the electrical power is included in the consideration specified in section 6 herein. Exelis shall install an electrical in -line meter to allow Lessor to monitor Exelis equipment electrical usage. If Lessor costs for electrical power to Exelis equipment exceeds, or are expected to exceed, the amount specified in section 6, Lessor may increase the amount specified in section 6 at any time by written notice to Exelis. Exelis is responsible for the provision and recurring expense of any and all required telecommunications services to the leased site for the term of this Agreement. 3. TAXES Exelis shall be responsible for the payment of any applicable taxes, fees or governmental assessments against any equipment, personal property and/or improvements owned, leased or operated by Exelis. 4. INSURANCE Exelis shall maintain in full force during the term of this Agreement and shall cause all contractors or subcontractors performing work on the leased site prior to the commencement of any such work on behalf of Exelis to maintain the following insurance: 1. Worker's Compensation Insurance with statutory limits in accordance with all applicable state, federal and maritime laws, and Employers' Liability Insurance with minimum limits of $500,000 per accident/occurrence, or in accordance with all applicable state, federal and maritime laws. 2. Commercial General Liability Insurance (Bodily Injury and Property Damage) the limits of liability of which shall not be less than $1,000,000.00 per occurrence. 5. TERM AND RENEWAL To have and to hold said premises with their appurtenances for the term beginning on the date of this Agreement and for a period of five (5) years and thereafter subject to renewal rights as hereafter set forth. This lease may be renewed from year to year at the option of Exelis upon the terms and conditions herein specified for so long as the rent and conditions of this lease are faithfully adhered to. Exelis' option shall be deemed exercised and the lease renewed each year for one (1) year unless Exelis gives the Lessor thirty (30) days written notice that it will not exercise its option before this lease or any renewal period thereof expires; provided, that no renewal thereof shall extend the period of occupancy of the premises beyond September 30, 2025. The Lessor, with issuance of ninety (90) days written notice to Exelis, may require Exelis to move the equipment to another location or terminate this agreement. 6. CONSIDERATION An administrative fee of one -hundred dollars ($100.00) and an electrical power usage fee of six -hundred dollars ($600.00) shall be due and payable in advance on October 1 of each year. The first year's 2 McCall Microwave Lease Agreement Date: administrative fee and electrical power usage fee are due and payable upon execution of this lease pro- rated to October 1, 2013. 7. RESTORATION It is hereby agreed between the parties, that upon termination of its occupancy, Exelis shall restore the leased premises including removal of structures, equipment, and fencing but excluding foundations and subsurface ducting, cables, and grounding systems. 8. REPAIRS Exelis shall repair damages (excluding normal wear and tear) to the Airport and/or the Subject Property which damages are the result of Exelis' actions or the actions of any invitee of Exelis making use of Subject Property. Repairs shall be completed within thirty (30) days of the date any such damage is incurred. In the event that Exelis cannot reasonably repair such damage within thirty (30) days, Exelis shall provide prior written notice and permission to the City from the Airport Manager. Such an extension shall not be unreasonably withheld, although the City may condition such extension upon the furnishing of collateral for the promise to repair in the form of a bond, cash escrow, or other arrangement acceptable to the Airport Manager. 9. HAZARDOUS SUBSTANCE Exelis agrees to remediate, at its sole cost, all hazardous substance contamination on the leased premises that is found to have occurred as a direct result of the installation, operation, and/or maintenance of Exelis' facilities. Exelis agrees to save and hold Lessor harmless for any and all costs, liabilities and/or claims by third parties that arise out of hazardous contamination found on the leased premises that is directly attributable to the installation, operation and/or maintenance of Exelis' facilities. The Lessor agrees to save and hold Exelis harmless for any and all costs, liabilities and/or claims by third parties that arise out of hazardous contamination found on the leased premises not directly attributable to the installation, operation and/or maintenance of Exelis' facilities. 10. QUIET ENJOYMENT The Lessor warrants that they have good and valid title to the premises, and rights of ingress and egress, and warrants and covenants to defend Exelis' use and enjoyment of said premises against third party claims. 11. SUBORDINATION TO FEDERAL FUNDING AND EMERGENCY REQUIREMENTS This Lease is subordinate to the provisions of any existing or future agreement between City and the United States, relative to the operation or maintenance of the Airport, the execution of which agreement has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. This Lease shall be subordinate to the right of the City during the time of war or national emergency to lease the landing area or any part thereof to the United States Government for 3 McCall Microwave Lease Agreement Date: military or emergency use, and if any such lease is so made, the provisions of this Lease in conflict with the provisions of the lease to the Government, shall be suspended for the duration of the conflict or emergency. 12. INDEMNIFICATION The Parties each indemnify the other against and hold the other harmless from any and all costs, claims, damages, expenses, or causes of action which arise out of the this Agreement. This indemnity does not apply to any claims arising from the gross negligence or intentional misconduct of the Indemnified Party. 13. CONTRACT DISPUTES This Agreement shall be governed by the laws of the State of Idaho, with the exception of its choice of law provisions. If any provision of this Agreement is found invalid or unenforceable under judicial decree or decision, the remaining provisions of this Agreement shall remain in full force and effect. 14. SUCCESSORS The terms and provisions of this lease and the conditions herein bind the Lessor and the Lessor's heirs, executors, administrators, successors, and assigns. The terms and provisions of this lease and the conditions herein bind Exelis and Exelis' heirs, executors, administrators, successors, and assigns. 15. NOTICES All notices /correspondence shall be in writing, and shall be addressed as follows (or to such other address as either party may designate from time to time by notice or correspondence to the other). To LESSOR: City of McCall 216 E Park Street McCall, Idaho 83638 Attn: McCall Municipal Airport Manager To EXELIS: Exelis Inc. 12930 Worldgate Drive Herndon, Virginia 20170 Attention: ADS-B Subcontracts Department 4 McCall Microwave Lease Agreement Date: LESSOR: CITY OF MCCALL, IDAHO EXELIS: Mayor Exelis ATM , .ntract Man; ger _r Airport Manager STATE OF IDAHO County of Valley : ss On thisolg day of �r�\kWiTef , oZ/3 , before me, the undersigned, a Notary Public in and for said State, personally appeared Donald C. Bailey and BessieJo Wagner, the Mayor and City Clerk, respectively of the CITY OF McCALL, IDAHO, known to me or identified to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same and were so authorized to do so on behalf of the City of McCall, Idaho. (SE Notary Publle'for Idaho Commission Expires: 5 / /4 McCall Microwave Lease Agreement Date: STATE OF IDAHO County of Valley : ss On this day of kNeucb-eir , p.Z0 , before me, the undersigned, a Notary Public in and for said State, personally appeared Nathan Coyle, the Airport Manager of the CITY OF McCALL, IDAHO, known to me or identified to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same and was authorized to do so on behalf of the City of McCall, Idaho. Notary Pubic for Idaho Commission Expires: STATE OF ki-C61YU`,0.- ) : ss County of �krt1"4, ) 0/9 On this day of c 26`-1 , before me, the undersigned, a Notary Public in and for said State, personally a eared Exelis ATM Contract Manager, known to me or identified to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same. (SEAL) Public for C Y U-es). 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