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HomeMy Public PortalAbout2012_03_27_R035 Awarding a Lease for Office Space to ProJet AviationThe Town of Leesburg, Virginia PRESENTED March 27, 2012 RESOLUTION NO. 2012 -035 ADOPTED March 27, 2012 A RESOLUTION: AWARDING A LEASE TO PROJET AVIATION, LLC FOR SUITE 4 IN THE TERMINAL AT THE LEESBURG EXECUTIVE AIRPORT WHEREAS, the Town of Leesburg issued Bid No. 600710- FY- 12 -01, and solicited bids for the vacant office suite at the Leesburg Executive Airport terminal, and WHEREAS, the Mayor of the Town of Leesburg publicly opened the sole bid received at the March 13, 2012 Town Council meeting, and WHEREAS, the Town's Chief of Procurement Officer has reviewed the bid submitted by ProJet Aviation LLC, and deemed it to be consistent with the bid requirements, and WHEREAS, the Airport Director recommends that the Town Council award the use of Office Suite 4 (536 square feet) at the Leesburg Executive Airport terminal to ProJet Aviation, LLC. THEREFORE, RESOLVED by the Council of the Town of Leesburg in Virginia that Office Suite 4 consisting of 536 square feet at the Leesburg Executive Airport terminal be awarded to ProJet Aviation, LLC. PASSED this 27th day of March, 2012. C. tinstattd, Mayor Town of Leesburg AATA'ST,: Clerk of Coill P:\Resolutions\2012 \0327 Award of Office Space to ProJet Aviation.doc AIRPORT LEASE AGREEMENT TENANT AREA/SUITE # 4 - 536 Square Feet BID NO.600710- FY12 -01 This agreement made this � (kh (to be completed on date of acceptance by the Town) day of ACe.r(k (to be completed on date of acceptance by the Town), 2012, by and between Town of Leesburg, a Virginia a municipal corporation having a mailing address of 1001 Sycolin Road S.E. Leesburg, VA, 20175, hereinafter referred to as "Town ", and, ProJet Aviation, LLC a Virginia Limited Liability Company_ (information on firm's authority to do business) hereinafter referred to as "Tenant" having a business or registered agent address of 957 Sycolin Rd SE, Leesburg VA 20175. WITNESSETH: WHEREAS, The Town owns, controls and operates the Leesburg Executive Airport (referred to as "Airport "), situated at 1001 Sycolin Road S.E., Leesburg, Va., 20175, Loudoun County, State of Virginia, generally described as primarily having Loudoun County PIN 234205774, and possesses the power and authority to grant certain rights and privileges with respect thereto, including those set forth in this agreement; and WHEREAS, the Town desires to lease to Tenant and Tenant desires to take and lease from Town, the real property and /or buildings, described on Exhibit "A" hereto, for the purposes hereinafter set forth, subject to all terms and conditions of the Federal Aviation Administration "FAA" sponsor assurances. NOW THEREFORE, in consideration of the mutual promises and conditions hereinafter con- tained, the parties hereto agree as follows. SECTION 1 - PREMISES 1.01 Lease of Premises. For and in consideration of the rents, covenants and agreements hereinafter set out, Town hereby leases to Tenant and Tenant leases and accepts, subject to the terms and conditions of this Lease, those premises referred to as the "Premises," subject to any prior, val- id, existing claims or rights of way, including the present existing roads. The Premises are shown on Exhibit "A" attached hereto and consist of 536 square feet. 1.02 Condition of Premises. Tenant acknowledges, represents and agrees that (i) Tenant is leasing the Premises "AS IS" based on its own inspection and investigation and not in reliance on any statement, representation, inducement or agreement of Town except as may be expressly set forth elsewhere in this Lease, (ii) Tenant shall take possession of the Premises in an "AS IS" condition, and (iii) This Lease confers no rights either with regard to the subsurface of the land below the ground level of the Premises or with regard to the air space above the top of the roof of the building that is part of the Premises, except to the extent necessary for construction or in- stallation of the building, including fixtures and appurtenances, as approved by the Town. Ten- ant's taking possession of the Premises on commencement of the term shall constitute Tenant's acknowledgment that the Premises are in good condition. SECTION 2 — TERM 2.01 Initial Term. The initial term of the Lease shall be for a period of one (1) year, commencing on the 1st day of April 2012 (the "Commencement Date ") and ending on the 31st day of March 31, 2013 ( ".Initial Term "). The Initial Term and all renewal terms shall be referred to here -in as the full term of this Lease. 2.02 Renewal Term. Tenant shall have the option to renew this Lease for up to ten (10) additional one -year terms ( "Renewal Term "), commencing on April 1, 2013 provided, however, that the Tenant is in full compliance with all the provisions, covenants, conditions, and requirements of this Lease. Said option shall be exercisable by Tenant only in the event the Tenant is not in de- fault and is exercised by providing Town with written notice of said exercise thirty (30) days prior on the same terms, covenants, and conditions, except for the rental rate, and subject to the same restriction and exceptions contained in this Lease. The rental rate for such Renewal Term shall be determined as provided in Section 6 of this Lease. 2.03 Termination of Lease. This Lease shall terminate without further action on the earlier of (i) the Performance Date, if Commencement of Construction of the Minimum Improvements has not occurred on or before such date, (ii) expiration of the Renewal Term, or (iii) expiration of 2 the Initial Term, in the event Tenant does not exercise the option to renew this Lease for the Renewal Term. Nothing set forth herein waives Town's right to terminate this Lease for de- fault. SECTION 3 - USES OF THE PREMISES 3.01 Use of Premises. Tenant shall use and operate the leased Premises for any lawful purpose pro- vided however, that such purpose is in accordance with the terms and conditions of the most current Airport Layout Plan for the Leesburg Executive Airport. The Airport Layout Plan is in- corporated herein with this reference. 3.02 Compliance with Laws. Tenant shall observe and comply with all present and future laws, or- dinances, requirements, rules and regulations of all governmental authorities having jurisdiction over the Premises or any part thereof and of all insurance companies writing policies covering the Premises or any part thereof. Tenant shall also promptly obtain each and every permit, li- cense, certificate or other authorization required in connection with the lawful and proper use of the Premises or required in connection with any building or improvement now or hereafter erected thereon. Without limiting the generality of the foregoing, Tenant shall comply with all provisions of the Leesburg Town Code, Federal Grant Programs, Airport Master Plan, Envi- ronmental Regulations, Regulations of the Federal Aviation Administration and such Rules and Regulations, including Airport Minimum Standards, governing Airport operations that exist as of the date of this Lease, as well as such modifications and additions thereto as the Town, in its reasonable discretion, may hereafter make for the Airport. Any violation of the provisions of this Subsection 3.02 shall constitute a default under this Lease following an applicable notice and cure period of thirty (30) days. Provided, however, if the nature of Tenant's cure is such that more than thirty (30) days are reasonably required to cure a violation, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently pursues such cure to completion. SECTION 4 - RENTAL 4.01 Rent, Initial Term. Tenant shall pay to The Town for the Initial Term an annual rent ( "Initial Annual Rent ") in the amount of Fifteen thousand one hundred four dollars and forty eight cents ($15,104.48) payable in twelve (12) equal monthly installments of twelve hundred fifty eight dollars and seventy cents ($1,258.70). 3 Tenant shall pay the Initial Monthly Rent in advance, on or before April 1, 2012 and on the first day of each month thereafter. 4.02 Rent, Renewal Term. Tenant shall pay to the Town for each year during the Renewal Term an annual rent ( "Minimum Annual Rent ") in the amount as calculated in Section 6 herein. The Annual Rent is payable in twelve (12) equal monthly installments. Tenant shall pay Rent on or before the 1 st day of each month during the Renewal Term of this Lease, beginning on the 1 st day of April 1, 2013. The Initial Annual Rent and the Minimum Annual Rent shall be re- ferred to collectively herein as the "Annual Rent." 4.03 Rental Impositions. Tenant agrees to pay to the Town, or to the appropriate governmental body, with and in addition to the Annual Rent, any and all excise, privilege, license or sales taxes, or other governmental impositions imposed by any governmental body on the rentals received by the Town from Tenant during the term hereof payable as additional rent at the same times as Annual Rent is payable hereunder. 4.04 Payment of Rent. Tenant shall, without prior notice or demand and without any set off or de- duction whatsoever, pay the Annual Rent and any other rent or other charges due under this Lease. Tenant covenants and agrees that all sums to be paid under this Lease, if not paid when due, shall bear interest on the unpaid portion thereof at the rate of one and one half percent (1' /2 %) per month or any fraction thereof that such sums are unpaid. Tenant further covenants and agrees that for each calendar year in which the Annual Rent is not paid to The Town within ten (10) days after the due date, Tenant shall promptly pay to The Town a sum equal to five percent (5 %) of the unpaid rentals as special damages. SECTION 5 - SECURITY DEPOSIT 5.01 Security Deposit. Tenant shall, at execution of the Lease by The Town, deposit with the Town one of the following: (i) the sum of $2,517.40 (equal to two months rent); (ii) a surety bond, from a state approved and licensed insurance company, in the amount of N/A (equal to two months rent; or (iii) a Certificate of Deposit in the amount of N/A (equal to two months' rent)( "Security Deposit "). The Security Deposit for the Premises shall be security for the full and faithful performance by Tenant of all of the terms and conditions of the Lease, in- cluding without limitation, payment of the Annual Rent. In the event Tenant chooses to deposit a surety bond as the Security Deposit, said surety bond shall remain in full force and effect dur- ing the full term of the Lease. In the event Tenant chooses to deposit a Certificate of Deposit as the Security Deposit, Tenant shall also deposit a power of attorney appointing and empowering the Town to pay over any such cash or withdraw such funds from the Certificate of Deposit to 4 the Town in the event of Tenant's default under the Lease. The Security Deposit shall be re- turned to Tenant, provided Tenant has fully and faithfully carried out all terms, covenants and conditions on Tenant's part to be performed. Failure of Tenant to maintain a Security Deposit shall be deemed default under the terms of this Lease. SECTION 6 - RENTAL RATE ADJUSTMENT 6.01 Rental Rate Adjustment. The Minimum Annual Rent for the Renewal Term of this Lease shall be as provided in Subsection 4.01 hereof. Such Minimum Annual Rent shall be subject to ad- justment each year, the first adjustment to be effective on a day that is one (1) year after the Commencement Date, with subsequent adjustments to occur each year thereafter. The amount of said adjustments shall be determined as set forth in Subsection 6.02 hereof. 6.02 Determination of Adjustment Amount. The Minimum Annual Rent shall be adjusted during the Renewal Term as follows: The base for computing the adjustment shall be the Consumer Price Index for the Washington DC metropolitan area consumers for the United States, pub- lished by the United States Department of Labor, Bureau of Labor Statistics, which is in effect on the Commencement Date (hereinafter referred to in this Section 6 as "Initial Term Index "). The Index published for the March most immediately preceding the adjustment date in question (hereinafter referred to in this Section 6 as "Extension Index ") shall be the amount of the ad- justment. SECTION 7 — CONSTRUCTION 7.01 Construction of Additional Improvements. Except as expressly authorized herein, Tenant shall make no additions, alterations, changes, fixtures, or other improvements to the Premises ( "Improvements ") without the express written consent of the Town. Tenant, at its own expense, shall keep and maintain the Premises and Improvements neat and orderly at all times and shall perform all repairs to the same to keep them in proper condition. All Improvements on the Premises shall be the property of Tenant during the full term of this Lease provided however that at the termination of this Lease, the Town shall have the right to determine if the improve- ments shall be removed by the Tenant or in the alternative that the Town shall become the owner of said improvements, without cost to the Town. 7.02 No Interference with Airport Operations. Tenant shall conduct all work on the Premises, including repair or maintenance work so that such work will in no way materially interfere with the operation and use of the Airport by the Town and other persons and organizations entitled 5 to use of the same. 7.03 Approval of Construction and Improvement Plans. All proposed construction and Im- provement plans must be submitted and approved by the Town prior to submission for County building permits. All construction and improvements must comply with the most current Air- port Master Plan. Tenant understands that the Master Plan consists of recommendations for fu- ture development, and that the recommended alternatives outlined in said Master Plan in no way constitute a commitment on the part of the Town. It is further understood that proposed development items in the Master Plan are subject to the current needs of the Airport, as well as subject to funding availability. 7.04 Compliance with Town and County Codes. Tenant agrees that all work on the Premises, in- cluding construction, repair, and maintenance work, shall comply with the Zoning, Building, Fire, Plumbing, Landscaping, Electrical and Mechanical Codes of the Town or in the event the Town is governed by County Codes, the County Codes shall govern. Tenant shall pay all re- quired fees. All initial improvements, other improvements and repairs constructed under Zon- ing, Building, Plumbing, Landscaping, Electrical, or Mechanical Codes shall have a County and Town building permit. SECTION 8 - MECHANICS' LIENS 8.01 Mechanic's Liens. Tenant agrees to keep the Premises free of any mechanics' or material men's liens of any kind or nature for any work done, labor performed, or material furnished thereon at the instance or occasion of Tenant. To the extent permitted by law, Tenant further agrees to defend, indemnify and save harmless The Town for, from, and against any and all claims, liens, demands, costs, and expenses of whatsoever nature for any such work done, labor performed, or materials furnished at Tenant's request. Tenant is not authorized to act for or on behalf of the Town as its agent, or otherwise, for the purpose of constructing any improvements to the Premises, or for any other purpose, and neither neither the Town nor the Town's interest in the Premises shall be subject to any obligations incurred by Tenant. SECTION 9 - INSURANCE 9.01 Insurance Requirements 31 A. Comprehensive General Liability Insurance. Tenant, at its cost, shall maintain com- prehensive liability insurance with limits of not less than $1,000,000 per occurrence, in- suring against all liability of Tenant and its authorized representatives arising out of and in connection with Tenant's use or occupancy of the Premises. Said insurance shall in- sure performance by Tenant of the indemnity provisions of Sections 10 and 11. The policy shall also either contain a provision for broad form contractual liability including Leases, or there shall be attached thereof an endorsement providing for such coverage. If the policy is to be written with an aggregate limit, that limit shall be not less than $1,000,000. B. "Property Insurance on a Special Form ". Tenant, at its cost, shall maintain on the building and improvements that are part of the Premises, a policy of standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, to the extent of 100% of full replacement value of the buildings and other insurable Im- provements. In the case of an insurable loss, an independent third -party trustee shall be appointed to receive and distribute insurance proceeds to assure that repair, replace- ment, or reconstruction is completed according to the plans approved by both Tenant and The Town. C. Workers' Compensation Insurance. If Tenant has employees, Tenant shall procure and maintain, at its sole expense, Workers' Compensation Insurance in such amounts as will fully comply with the laws of the Commonwealth of Virginia, which shall indemni- fy, insure and provide legal defense to both Tenant and the Town against any loss, claim or damage arising from any injuries or occupational diseases happening to or any worker employed by Tenant in the course of carrying out conditions or activities de- scribed within the Lease. D. Employers' Liability Insurance. If Tenant has employees, Tenant shall procure and maintain, at its sole expense, Employers' Liability Insurance, with the following mini- mum coverage: Bodily Injury by Accident $1,000,000 each accident; Bodily Injury by Disease $1,000,000 policy limit; Bodily Injury by Disease $1,000,000. 9.02 General Requirements. 7 A. Additional Insured's. Comprehensive general liability policy, Standard fire and ex- tended coverage insurance, shall name the Town as an additional insured. B. Special Items. Each insurance policy shall provide the following: (i) the policies cannot be cancelled, or substantially modified until and unless thirty (30) days written notice is received by the Town for payment of any premium or for assessments under any form of policy; (ii) the insurance company shall have no recourse against the Town for pay- ment of any premium or for assessments under any form of policy; and (iii) the policies are intended as primary coverage for the Town and that any insurance or self - insurance maintained by the Town shall apply in excess of and not contributory with the insurance provided by these policies. Tenant shall continually maintain evidence of insurance for the Town. C. Certificates of Insurance. Tenant shall deliver Certificates of Insurance, for the poli- cies of insurance required hereunder, to the Airport Director of the Town. Tenant shall continually maintain evidence of such insurance for the Town, and provide such evi- dence upon the Town's request. D. Tenant shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers of the waiver of subrogation set forth in this Lease and shall obtain, at Tenant's expense, an appropriate waiver of subrogation endorsement from the insurer. E. All Insurance companies must be licensed to conduct business in the Commonwealth of Virginia. All insurance companies must have an A.M. Best financial rating of A- or better. 9.03 No Limitation of Liability. The procuring of any policy of insurance shall not be construed to be a limitation upon Tenant's liability or as a full performance on its part of the indemnification provisions of this Lease; Tenant's obligation being, notwithstanding any said policy of insur- ance, for the full and total amount of any damage, injury, or loss caused by the negligence or neglect connected with the operation under this Lease. 9.04 Failure to Maintain Insurance. Failure to maintain the minimum insurance as stated in this Section 9 shall constitute default of this Lease. Without waiving any remedies available to the Town for such default, the Town may at its option purchase the required insurance and charge the actual insurance expense thereof to Tenant, which expense Tenant shall assume and pay. 9.05 Tenant's Insurance Primary. Tenant's insurance shall be primary for all purposes under this Lease. 9.06 Adjustment of Insurance Requirements. The minimum insurance requirements as to type and amounts shall be subject to reasonable increases at one (1) year intervals at the sole discre- tion of the Town. SECTION 10 - HOLD HARMLESS 10.01 No Liability of the Town. Neither the Town, nor its departments, officers, or employees shall be liable for any loss, damage, death or injury of any kind whatsoever to the person or property of Tenant or sub lessees or of any other person whomsoever, caused by Tenant's use of the Premises, or by any defect in any building or Improvement erected thereon, or arising from any accident, fire, or from any other casualty on the Premises or from other cause whatsoever; and Tenant, hereby waives on Tenant's behalf all claims against the Town. 10.02 Tenant Indemnification. To the furthest extent permitted by law, Tenant shall defend, indem- nify, and hold the Town, its departments, boards, commissions, council members, officials, agents, and employees, individually and collectively, for, from, and against all losses, expenses (including attorney fees), damages, claims, charges, fines, suits, actions, demands, or other lia- bilities of any kind ( "Liability "), including without limitation Liability for bodily injury, illness, death, or for property damage, resulting from or arising out of this Agreement and/or the use or occupancy of the Premises. SECTION 11- ENVIRONMENTAL INDEMNIFICATION - Tenant 11.01 Use of Hazardous Material. Tenant shall not cause or permit any hazardous material, as de- fined in Subsection 11.04, to be generated, brought onto, used, stored, or disposed of in or about the Premises or the building by Tenant or its agents, employees, contractors, subtenants, or invitees, except for limited quantities of such substances that are required in the ordinary course of Tenant's business conducted on the Premises or are otherwise approved by The Town. Tenant shall: A. Use, store and dispose of all such hazardous material in strict compliance with all appli- M cable statutes, ordinances, and regulations in effect during the Lease term that relate to public health and safety and protection of the environment (environmental laws); and B. Comply at all times during the Lease term with all environmental laws. 11.02 Notice of Release or Investigation. If, during the Lease Term (including any extensions), ei- ther the Town or Tenant becomes aware of; (a) any actual or threatened release of any hazard- ous material on, under, or about the Premises or the building, or (b) any inquiry, investigation, proceeding, or claim by any government, agency, or other person regarding the presence of hazardous material on, under, or about the Premises of the building, that party shall immediate- ly, not to exceed twenty four (24) hours after learning of it, notify the other party, and shall provide written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to the other party copies of any claims, notices of violation, re- ports, or other writings received by the party providing notice that concern the release or inves- tigation. 11.03 Indemnification. To the furthest extent permitted by law, Tenant shall, at Tenant's sole ex- pense and with counsel reasonably acceptable to The Town, indemnify, defend, and hold harm- less The Town, or The Town's authorized agents or representatives, with respect to all losses arising out of or resulting from the release of any hazardous material in or about the Premises or the building, or the violation of any environmental law, by Tenant or Tenant's agents, con- tractors, or invitees. This indemnification includes: A. Losses attributable to diminution in the value of the Premises or the Airport; B. Loss or restriction of use of rentable space in the Airport; C. Adverse effect on the marketing of any space on the Airport; and D. All other liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgments), damages (including consequential and punitive damages), and costs (in- cluding attorney, consultant and expert fees and expenses) resulting from the release or violation. E. The indemnification set forth in this Subsection 11.03 shall survive the expiration or termination of this Lease. 10 11.04 Remediation Obligations. If the presence of any hazardous material brought onto the Premises or the building by Tenant or Tenant's employees, agents, contractors, or invitees results in con- tamination of the building, Tenant shall promptly take all necessary actions, at Tenant's sole expense, to return the Premises or the building to the condition that existed before the introduc- tion of such hazardous material. Tenant shall first obtain the Town's written approval of the proposed remedial action. This provision does not limit the indemnification obligation set forth in Section 10 or this Section 11. 11.05 Definition of Hazardous Material. As used in this Section 11, the term "Hazardous Material" shall mean any hazardous or toxic substance, material, or waste that is or becomes regulated by the United States, the Commonwealth of Virginia, or any local government authority having ju- risdiction over the building or Premises. Hazardous material includes: A. Any "hazardous substance" as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCLA) (42 United States Code §§ 96019675); B. "Hazardous waste" as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code §§ 6901- 6992K); C. Any pollutant, contaminant, or hazardous, dangerous, or toxic chemical, material, or substance, within the meaning of any other applicable Federal, State, or local law, regu- lation, ordinance, or requirement (including consent decrees and administrative orders imposing Liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance, or material, now or hereafter in effect); D. Petroleum products; E. Radioactive material, including any source, special nuclear, or byproduct material as de- fined in 42 United States Code §§ 2011- 2297G -4; F. Asbestos in any form or condition; and G. Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs. SECTION 12 - MAINTENANCE 12.01 Obligation to Maintain. Tenant shall repair and maintain the Improvements in good order and repair and keep the Premises in a neat, safe, clean and orderly condition, and appearance, as de- 11 termined by the Town. Such obligation shall include without limitation the prevention of the accumulation of any refuse or waste materials that might be or constitute a fire hazard or a pub- lic or private nuisance. 12.02 The Town's Right to Effect Repairs. In the event that Tenant does not properly repair and /or maintain the Improvements, The Town shall notify Tenant in writing of those areas that are not being properly repaired and/or maintained. If, however, after thirty (30) days, Tenant fails to make such repair and/or maintenance, The Town may cause to have such repair and mainte- nance made and shall invoice Tenant for the repair and maintenance completed. Such amounts shall be payable to The Town as additional rent, without any deduction or set off whatsoever. If Tenant does not pay said costs within thirty (30) days, this Lease shall be deemed to be in de- fault, and The Town shall be entitled to all legal remedies provided hereunder, subject to any applicable notice and grace period. Nothing set forth in this subsection 12.02 obligates The Town to perform any maintenance of the Premises or repairs to Tenant's Improvements. SECTION 13 - REPORTS 13.01 Reports. Tenant shall, within fifteen (15) days after receiving the Town's request, submit a written report to The Town's Airport Director listing all aircraft that are located on the Premis- es. Said report shall be prepared on a form supplied by The Town, and include aircraft, make, model, registration number, owner's name, address and telephone number. SECTION 14 - INSPECTION 14.01 Inspection. The Town shall have the right upon reasonable notice and during business hours to inspect the Premises to determine if the provisions of this Lease are being complied with. SECTION 15 - NON - EXCLUSIVE RIGHT 15.01 Non - Exclusive Right. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 1349, Title 49, of the United States Code. SECTION 16 - DEVELOPMENT OF LANDING AREA 16.01 Development of Landing Area. The Town reserves the rights to further develop or improve the landing area of the Airport as it sees fit regardless of the desires or views of Tenant and without 12 interference or hindrance. SECTION 17 - USE OF PUBLIC AIRPORT FACILITIES 17.01 Non - Exclusive Use of Public Airport Facilities. Tenant is granted the non - exclusive use of all public airport facilities including, but not limited to, taxiways, runways, aprons, navigational aids and facilities relating thereto for purposes of landing, take -off and taxing of Tenant's and Tenants' subtenants' or invitees' aircraft. All such uses shall be in accordance with the laws of the United States of America, the Commonwealth of Virginia, and the rules and regulations promulgated by their authority with reference to aviation and air navigation, and in accordance with all reasonable and applicable rules, regulations and ordinances of the Town now in force or hereafter prescribed or promulgated by ordinance or by law. 17.02 Reservation of Rights. Nothing contained herein shall be construed to prevent the Town from closing the runways, taxiways or aprons of the Airport on special occasions from time to time at the reasonable discretion of the Town. SECTION 18 - LEASE SUBORDINATE TO AGREEMENTS WITH U.S.A. 18.01 Lease Subordinate to Agreements with USA. This Lease is subordinate and subject to the provisions and requirements of all existing and future grant agreements between the Town and the United States of America, all deeds of conveyance from the United States of America, all United States laws, including the Federal Aviation Act of 1958, relative to the development, operation, or maintenance of the Airport, and all FAA regulations. SECTION 19 - WAR OR NATIONAL EMERGENCY 19.01 War or National Emergency. This Lease and all the provisions hereof shall be subject to whatever rights of the United States Government affecting the control, operation, regulation and taking over of the Airport, or the exclusive or non - exclusive use of the Airport by the Unit- ed States during the time of war or national emergency. SECTION 20 - NONDISCRIMINATION 20.01 Nondiscrimination. Tenant assures that it will undertake an affirmative action program as re- quired by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities 13 covered in 14 CFR Part 152, Subpart E. Tenant assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or ac- tivity covered by this Subpart. Tenant assures that it will require that its covered sub organiza- tions provide assurances to the Town that they similarly will undertake affirmative action pro- grams and that they will require assurances from the sub organizations, as required by 14 CFR Part 152, Subpart E, to the same effect. 20.02 Material Default, Non - Discrimination. Tenant's failure to comply with Subsection 20.01 above shall constitute a material default of this Lease. In the event of default of any of the above nondiscrimination covenants, the Town shall have the right to terminate the Lease, fol- lowing any applicable notice and cure period, and to re -enter and repossess said Premises and the improvements thereon, and hold the same as if said Lease had never been made or issued. 20.03 Fair Accommodation. Tenant shall take all action to ensure that its accommodations and/or services are furnished on a fair and equal basis, without bias, to all users. Tenant shall charge fair and reasonable prices, without bias, for each unit or service; provided that Tenant may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar type of price reductions to volume purchases. Tenant shall upon written demand of the Town furnish the Town with a schedule of all prices for each unit or service to be charged to the general pub- lic. 20.04 Compliance with Laws. Tenant agrees to comply with all provisions of applicable federal, state, and local laws related to nondiscrimination, equal employment opportunity, and the Americans with Disabilities Act. 20.05 Material Default, Compliance with Laws. Noncompliance with provisions stated above shall constitute a material default thereof and, in the event of such noncompliance, the Town shall have the right to terminate this Lease and the estate hereby created, following any applicable notice and cure period, without liability there from; or at the election of the Town or the United States, either or both said Governments shall have the right to judicially enforce these provi- sions. 20.06 Incorporation of Provisions. Tenant agrees that it shall insert and incorporate these provisions into any contract by which Tenant grants a right or privilege to any person, firm, or corporation 14 to render accommodations and/or services to the public on the Premises herein Leased. SECTION 21 - UTILITIES 21.01 Utilities. Tenant agrees that the monthly lease payments include Natural Gas and Electricity. The Town reserves the right and will retain full access and control of the thermostat in the Ten- ant Area/Suite #4 to ensure maximum cooling and heating efficiencies. Any other utilities re- quired by the Tenant will be at the expense of the Tenant. SECTION 22 - TAXES 22.01 Taxes. Tenant agrees to pay, prior to their becoming delinquent, all taxes of every nature levied or assessed against either the interest of the Town or Tenant on the Premises during the term hereof, and on all property of Tenant placed upon the Premises. SECTION 23 - LITIGATION, ATTORNEY'S FEES 23.01 Litigation. In the event the Town shall be made a party to any litigation commenced against Tenant, Tenant shall pay the Town's costs of defense, including but not limited to court costs and reasonable attorney's fees. 23.02 Attorney's Fees. If any dispute arising under the terms of this Lease shall result in litigation, the prevailing party shall, in addition to any other relief granted or awarded by the court, be entitled to an award of a reasonable attorney's fee to be determined by the court. SECTION 24 - ASSIGNMENT - SUBLETTING 24.01 Assignment. Tenant shall not sell, convey, assign, encumber or transfer this Lease, or Tenant's leasehold or fee interest in the Premises (as the case may be), or any portion thereof, or transfer or assign the majority ownership or controlling interest in Tenant (collectively referred to here- in as "Assignment ") without the prior written consent of the Town at its sole discretion. Any Assignment without the Town's prior written consent shall be void and shall constitute a de- fault by Tenant hereunder. The above prohibition on Assignments shall be construed to include a prohibition against any assignment by operation of law, assignment for the benefit of credi- tors, voluntary or involuntary bankruptcy or reorganization, or otherwise. The creation of any partnership, corporation, joint venture, or any other arrangement under which any person or en- tity other than Tenant is entitled to share in profits derived directly or indirectly from the Prem- 15 ises shall also be deemed an Assignment of this Lease. Any sublease or other transfer of a por- tion of the Premises, whereby the sub lessee or transferee obtains an ownership interest in all or a part of the Improvements on the Premises, shall be deemed an Assignment of this Lease. 24.02 In the event that the Town consents to an Assignment of this Lease, pursuant to a request from Tenant, Tenant shall cause to be executed by its assignee an agreement satisfactory to the Town, whereby such assignee agrees to perform faithfully and to assume and to be bound by all of the terms, covenants, provisions and agreements of this Lease for the period covered by the assignment and to the extent the Premises assigned. 24.03 Tenant shall include and incorporate into each sublease of the Premises a requirement that such sub lessee agrees to perform faithfully and to assume and to be bound by all terms, covenants, provisions, and agreements of this Lease governing the use, operation and maintenance of the Premises. The Town shall be identified as a third -party beneficiary to such obligation. SECTION 25 - DEFAULT IN TERMS OF THIS LEASE BY TENANT 25.01 Events of Default. The occurrence of any of the following shall constitute an event of default hereunder: A. The filing of a petition by or against Tenant for adjudication as a bankrupt or insolvent, or for its reorganization or for the appointment of a receiver or trustee of Tenant's prop- erty; an assignment by Tenant for the benefit of creditors or the taking of possession of the property of Tenant by any governmental officer or agency pursuant to statutory au- thority for the liquidation of Tenant. B. Failure of Tenant to pay when due any installment of rent hereunder or any other sum herein required to be paid by Tenant, and the continuance of such non - payment for five (5) calendar days after written notice from The Town. C. Abandonment of the Premises, as provided in Section 29 hereof. D. Operation or maintenance of the Premises in violation of law, failure to maintain the re- quired insurance, or any other misuse of the Premises. E. Tenant's failure to perform any other covenant, condition or agreement of this Lease within thirty (30) days after written notice by the Town's Airport Director. In addition to correcting the default, an administrative fee shall be paid, as special damages, to the 16 Town by Tenant for the cost of monitoring correction of such default. At no time shall this fee exceed one percent (1 %) of the total current annual rent paid to the Town. SECTION 26 - REMEDIES 26.01 Remedies. In addition to any and all remedies available to the Town as a matter of law and those set forth in other provisions of this Lease, the Town shall, subject to any cure periods set forth herein, have the immediate right, upon Tenant's default in any term or condition of this Lease, to re -enter the Premises and occupy it and any improvements made by Tenant and to hold and/or re -lease the Premises and any improvements made by Tenant. No such re -entry or taking possession by the Town shall be construed as an election to terminate this Lease unless a written notice of such intention is given to Tenant. Tenant shall peaceably quit the Premises upon written notification by the Town to Tenant of the Town's intent to re -enter the Premises and improvements placed thereon by Tenant. The various rights, elections, and remedies of the Town and Tenant contained in this Lease shall be cumulative, and no one of them shall be con- strued as exclusive of any other or of any right, priority or remedy allowed or provided by law. SECTION 27 - SIGNAGE 27.01 Signage. Tenant agrees to not construct nor maintain on the Premises outside of the Improve- ments, or that are visible from outside, advertising signs or messages, of any kind or descrip- tion, except those pre- approved in writing by the Town and are in compliance with the Town Code, which determination shall be made at its sole discretion, and will not be unreasonably withheld or delayed. SECTION 28 - UNLAWFUL USE 28.01 Unlawful Use. No Improvements shall be erected, placed upon, operated or maintained on the Premises, nor shall business be conducted or carried on thereon in violation of the terms of this Lease or of any regulation, order, law, statute, by -law, or ordinance of any governmental au- thorities having jurisdiction thereof. SECTION 29 - ABANDONMENT 29.01 Abandonment. If Tenant, prior to the expiration or termination of this Lease by lapse of time or otherwise, relinquishes possession of the Premises without the Town's written consent, or fails 17 to open for business under usual business hours for a period of thirty (30) days, such occur- rence shall be deemed to be an abandonment of the Premises and an event of default under this Lease. If Tenant abandons the Premises or is dispossessed by process of law or otherwise, any personal property belonging to Tenant and left on the Premises ten (10) days following such abandonment or dispossession shall be deemed to have been transferred to the Town, and the Town shall have the right to remove and to dispose of the same without liability to account therefore to Tenant or to any person claiming under Tenant. SECTION 30 - RESERVATIONS TO THE TOWN 30.01 Reservations to the Town, Utility Easements. The Town reserves for itself all utility easements and rights -of -way over, across, and along the Premises reasonably necessary for the develop- ment of the Airport, including without limitation, easements for sanitary sewers, drains, storm water sewers, pipelines, manholes, connections, water, oil and gas pipelines, electric lines, ca- ble television lines, and telephone and telegraph lines drains, and access to such easements. The Town reserves the right to determine the location of such easements on the Premises in its reasonable discretion. The Town also reserves the right to grant such easements and rights -of- way in, over, and upon, along, or across all or a portion of the Premises to third parties without the consent of Tenant. 30.02 Reservation to the Town, Aviation Easements. There is hereby reserved to the Town, its suc- cessors and assigns, for the use and benefit of the public, a right of flight for the passage of air- craft in the airspace above the surface of the Premises. This public right of flight shall include the right to create in said airspace any noise inherent in the operation of any aircraft used for navigation or flight through said airspace or landing at, taking off from, or operation of, the Airport. 30.03 No Interference with Aircraft. Tenant, by accepting the Lease, agrees for itself, its successors and assigns, that it will not make use of the Premises in any manner which will interfere with the landing and taking off of aircraft from the Airport or otherwise constitute a hazard to air- craft or ground operations normally conducted on an airport. In the event that the aforesaid covenant is breached, the Town shall have the right to enter upon the Premises and cause the abatement of such interference at the reasonable expense of Tenant. 18 SECTION 31 - PARTIAL INVALIDITY 31.01 Partial Invalidity. If any term, covenant, condition, or provision of this Lease is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invali- dated thereby. If any term, covenant, condition, or provision of this lease is found to be invalid, void, or in violation of any agreement or granting instrument from the United States of Ameri- ca, it shall be deemed to have been deleted from the lease and the remainder of the provisions shall remain in full force and not be affected, impaired, or invalidated thereby. SECTION 32 - NON WAIVER OF REMEDIES 32.01 Non - Waiver of Remedies. It is expressly agreed that neither the taking of possession of the Premises nor the institution of any proceedings by way of unlawful detainer, abetment, quiet ti- tle, or otherwise, to secure possession of said Premises, nor the re -entry by the Town with or without the institution of such proceedings, nor the re- renting or subletting of said Premises, shall operate to terminate this Lease in whole or in part, nor of itself constitute an exercise of the Town's option to do so, but only by the giving of the written notice specifically specifying termination shall such termination be effected. 32.02 Continuation of Lease in the Event of Default. In the event Tenant breaches this Lease, or any covenant, term or condition hereunder, and abandons the Premises, this Lease shall contin- ue in force and effect for so long as the Town does not terminate Tenant's right to possession, and the Town may enforce all rights and remedies of the Town including, without limitation, the right to recover rental as it becomes due hereunder. Acts of maintenance or preservation or efforts to re -let the Premises, or the appointment of a receiver upon the initiation of the Town to protect the Town's interest under this Lease shall not constitute a termination of Tenant's right to possession. 32.03 Waivers, the Town's Right to Accept Rent. No waiver by either party of any breach, default or any of the terms, covenants or conditions of this Lease shall be construed or held to be a waiver or custom of waiver of any same, similar, succeeding or preceding breach, default or term of this Lease, as the case may be. To be effective, all waivers shall be in writing and signed by the party to be charged. In case of a breach by Tenant of any of the covenants or undertakings of 19 Tenant, the Town nevertheless may accept from Tenant any payments hereunder without in any way waiving the Town's right to exercise the remedies hereinbefore provided for by reason of any breach or lapse which was in existence at the time such payment or payments were accept- ed by the Town. 32.04 No Limitation of Rights. It is expressly understood that the enumeration herein of express rights, options and privileges shall not limit the Town, nor deprive the Town of any other rem- edy or action or cause of action by reason of any default of Tenant, including the right to re- cover from Tenant any deficiency upon re- renting. 32.05 No Limitation of Remedies. The specific remedies to which the Town may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which they may be lawfully entitled in case of any breach or threatened breach by either of them or of any provisions of this Lease. SECTION 33 - HOLDING OVER 33.01 Holding Over. Holding over by the Tenant after the expiration of this Lease shall not constitute a renewal of this Lease or give Tenant any rights under this Lease or in the Premises. Notwith- standing this provision, however, any holding over after the expiration of the term of this Lease, with the consent of the Town, shall be construed to be a tenancy from month to month, callable upon thirty (30) days written notice, and at a rental of one hundred fifty percent (150 %) of the total monthly rental as existed during the last year of the term hereof, and further upon the terms and conditions as existed other than rental during the last year of the term here- of. SECTION 34 — CONDEMNATION 34.01 Condemnation. If at any time during the term of this Lease the Premises or any part thereof is taken or condemned under the laws of Eminent Domain by any governmental authority other than the Town, then and in every such case the leasehold estate and interest of the Tenant in said Premises taken shall cease and terminate. Tenant shall be entitled to participate and receive any part of the damages or award, where said award shall provide for moving or other reim- bursable expenses for the Tenant under applicable statute in which event the latter sum shall be received by Tenant, and that portion of any award allocated to the taking of Tenant's building, 20 improvements, trade fixtures, equipment and personal property, or to a loss of business by Ten- ant. None of the awards or payments to the Town shall be subject to any diminution or appor- tionment on behalf of Tenant or otherwise. SECTION 35 - NOTICES 35.01 Notices. All notices given, or to be given, by either party to the other, shall be given in writing, by certified mail return receipt requested, and shall be addressed to the parties at the addresses hereinafter set forth or at such other address as the parties may by written notice hereafter des- ignate. Notices and payments to the Town, and notices to Tenant, shall be addressed as follows: THE TOWN Airport Director Leesburg Executive Airport 1001 Sycolin Road SE Leesburg, VA 20175 With a copy to: The Town Attorney Town of Leesburg 25 W. Market Street Leesburg, VA 20176 TENANT Shve Gilad ProJet Aviation, LLC 957 Svcolin Rd SE Leesburg, VA 20175 35.02 It shall be Tenant's responsibility to notify the Town in writing of any changes in the address for notices. SECTION 36 - REPRESENTATIONS AND AMENDMENTS TO BE IN WRITING 36.01 Representations and Amendments To Be In Writing. No oral promises, representations or agreements have been made by Tenant or the Town. This Lease is the entire agreement be- tween the parties (including employees, leasing personnel and other personnel.) Tenant and the Town have no authority to waive, amend or terminate this Lease or any part of it and no author- ity is to make promises, representations or agreements which impose duties or other obligations of each party unless done so in writing. SECTION 37 - SUCCESSORS IN INTEREST 37.01 Successors in Interest. The covenants herein contained shall, subject to the provisions as to 21 assignment, apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder. SECTION 38 - FORCE MAJEURE 38.01 Force Majeure. If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of acts of God, strikes, lockouts, or other cause, without fault and beyond the control of the party obligated (financial inability excepted), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay; provided, however, that nothing in this Subsection 38.01 shall excuse Tenant from the payment when due of any rental or other charges required to be paid by Tenant hereunder, except as may be ex- pressly provided elsewhere in this Lease. SECTION 39 - TIME 39.01 Time. Time is of the essence of this Lease. SECTION 40 - NO PARTNERSHIP; NO THIRD PARTY RIGHTS 40.01 No Partnership; No Third Party Rights. Nothing contained in this Lease shall create any part- nership, joint venture or other arrangement between the Town and Tenant. Except as expressly provided herein, no term or provision of this Lease is intended to or shall be for the benefit of any person not a party hereto, and no such other person shall have any right or cause of action hereunder. SECTION 41 — NO BINDING CONTRACT UNTIL EXECUTION; AUTHORITY TO EXECUTE 41.01 Authority to Execute. The person executing this Lease on behalf of or as representative for Tenant warrants that he or she is duly authorized to execute and deliver this Lease on behalf of Tenant and that this Lease is binding upon Tenant in accordance with its terms. 41.02 No Binding Contract until Execution. NEITHER THE PREPARATION NOR THE DELIVERY OF THIS LEASE TO TENANT FOR EXAMINATION SHALL BE DEEMED TO BE AN OFFER BY THE TOWN TO LEASE THE PREMISES TO TENANT BUT SHALL BE MERELY A PART OF THE NEGOTIATIONS BETWEEN THE TOWN AND 22 TENANT. THE EXECUTION OF THIS LEASE BY TENANT SHALL BE DEEMED TO CONSTITUTE AN OFFER BY TENANT TO LEASE THE PREMISES FROM THE TOWN UPON THE TERMS AND CONDITIONS CONTAINED IN THIS LEASE, WHICH OFFER MAY BE ACCEPTED BY THE TOWN ONLY BY THE EXECUTION OF THIS LEASE BY TENANT. SECTION 42 — MISCELLANEOUS PROVISIONS 42.01 Governing Law. This Lease shall be governed by the laws of Virginia. The forum selected for any proceeding or suit in law or equity arising from or incident to this Agreement shall be Loudoun County, Virginia. 42.02 Survival. The obligations under Section 10 (Hold Harmless), Section 11 (Environmental In- demnification), Section 23 (Litigation, Attorney's Fees), Subsection 24 (Assignment), Section 26 (Remed4es), Section 29 (Abandonment), Section 31 (Partial Invalidity)„ Section 32 (Non Waiver of Remedies), Section 33 (Holding Over), Section 35 (Notices), Section 37 (Succes- sors in Interest), Section 39 (Time), Section 40 (No Partnership; No Third Party Rights), and Section 42, (Miscellaneous Provisions), and any other obligations which reasonably should survive, shall survive expiration or other termination of this Agreement. IN WITNESS WHEREOF, the parties have caused these presents to be executed the day and year first hereinabove written. The Town: Tenant: Town of Leesburg, VA, a Municipal Corporation Sh e Gilad (Name of LessK.v_._._ By 1 By r (Signature of Lease Approved as to form: '1'&,j70v I j �, own Attorney 1 ( *Signature blocks for the Mayor and Town Attorney to be completed upon acceptance by the Town; Signature block) 23