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HomeMy Public PortalAbout2006.06.08 General Aviation Lease Drafti MUNICIPAL AIRPORT GENERAL AVIATION LEASE This Lease is made,(insert date), by and between the City of McCall, an Idaho municipal corporation (called "City" in the rest of this Lease) as Lessor, and Hangar Solutions LLC an Idaho Limited Liability Company (called "Lessee" in the rest of this Lease), as Lessee, for and in consideration of the mutual promises, covenants, agreements and conditions in this Lease. This Lease consists of this "McCall Municipal Airport General - Aviation Lease" together with the legal description, Exhibit ",a drawinq_of the Subject_ - Property,_Exhibit "B"� City of McCall Request for Proposal dated March 5, 2006„Exhibit "C"; and the,Hangar Solutions LLC, response to Exhibit.„= "Proposal for Taxilane and General Aviation Hangar Development" dated April 4, 2006, Exhibit "D", Background 1 City is the owner in fee simple of the land described on Exhibit "A" and depicted on Exhibit "B" ("Subject Property"), and holds it for the use and benefit of the . people of McCall and their guests as a part of the McCall Municipal Airport (all of which Airport is called "Airport" in the rest of this Lease); and Lessee desires to make use of the Subject Property exclusively and the Airport nonexclusively for aviation -related activities, - Deleted: ; 2. On March 5, 2006 City published a Request for Proposal (RFP), Exhibit "C", to the public for the purpose of constructing a Taxilane and General Aviation Hangar Development. Lessee responded to the RFP and was selected by City to accomplish the work proposed in the RFP on April 13, 2006.The parties hereto now desire to enter into this General Aviation Lease of the land described in Exhibits A and B (approximately 6.0 acres)., where the improvements described in Lessee's response to the RFP, Exhibit "D", will be built. It is the intent of Lessee to build thirty (30) aircraft hangers and offer these hangars for sale (1) to the individuals on the City of McCall's "Aircraft Waiting List" which is maintained by the Airport Manager, and (2) to the general aviation public who own aircraft. 3. Uses of the Airport must be compatible with the provision of safe air transportation, be compatible with aircraft ground activity, not devote Airport land to non -aviation -oriented activity, and maintain an attractive appearance of the Airport. l Deleted: Deleted: Tenant -Deleted: Deleted: a drawing ' Deleted: ----- Deleted: , Deleted: : Deleted: C Deleted: . Agreements 4. Lease. City leases to Lessee, and Lessee leases from City, the property described on Exhibit "A," called "Subject Property" in the rest of this Lease, together with the right of ingress and egress as provided below in paragraph 6, subject to and in accordance with the terms of this Lease. Page 1 of 13 5. Use of Subject Property. A. The principal and predominant use of any building constructed on Subject Property shall be,for aircraft storage and other aviation -oriented activities of the Lessee permitted pursuant to this paragraph 5. No other uses of the property are allowed. Lessee is authorized also to make use of the Subject Property for incidental Airport -related activities. The Airport Manager•has the sole discretion to determine whether use of the Subject Property is reasonably incidental to "Airport related,activities." B. The placement of and plans for improvements are subject to approval as provided below under paragraph 17, Construction, and Lessee shall obtain that approval before commencing any construction. Such construction and any use shall comply with this Lease, and with the McCall City Code_ C. Lessee shall keep and maintain the.leased premises in a neat and orderly manner, includingponcealing from view temporary storage of, and then making lawful disposal of, debris, garbage and other waste material arising out of its occupancyyUnder no circumstances shall Lessee permit junk, debris, inoperable or unlicensed vehicles or equipment, or other unsightly material, to be stored or otherwise abandoned on the Subject Property. D. Fuels and other flammable materials shall,pe stored in,secured and approved containers. E. Lessee shall not engage in commercial activity with the aviation public using the airport, except: i. A business client of Lessee may coincidentally be present. ii. Lessee shall be permitted to engage the services ofJicensed and qualified contractors to perform services for Lessee at the Subject. Property. At no time may Lessee's invitees be unaccompanied by Lessee or one of Lessee's officers or employees while at the Airport except for the contractors referenced in the preceding sentence who shall be permitted to perform such services without the presence of one of Lessee's officers or employees,_ 6. Uses in Common. Lessee shall have the nonexclusive right to use, in common with others, all Airport facilities and improvements of a public nature which are now, or may come to be provided, including, but not limited to, runways, taxiways, aprons, roadways, parking areas, and other common use facilities, provided such use is in accord with applicable law and regulations, for the purpose of completing the work outlined in Exhibit "D" as proposed and agreed by the Lessee. Page 2of13 Deleted: primarily - -{Deleted: - { Deleted: , Deleted: keeping grass cut and buildings painted a color approved by City in like fashion as provided in paragraph 17, as well as Deleted: . 7 l Deleted: not Deleted: hangars, nor shall heating fuel lines be located above ground Deleted: aviation related Deleted:. Lessee is specifically prohibited from fueling aircraft inside any hangar, and from engaging in the specific uses assigned to Fixed Base Operators, according to the specific use provisions of the City's standard form lease for Foxed Base Operators, available to Lessee for inspection at City Hall. Deleted: takeoff, flying and landing of aircraft owned, leased, or rented by the Lessee, and its occasional invitees. 7. Parking.,Vehicles may be parked in areas_designated by the Airport Manager when used for the completion of the work outlined in Exhibit "C"., 8. Operations to be Lawful. Lessee and Lessee's improvements and use shall comply in all material respects with all applicable laws, ordinances, rules, and regulations of the United States, the State of Idaho, and the City of McCall, including those laws, rules and regulations which may be lawfully promulgated by any of the same during the term of this Lease. Lessee shall further obey in all material respects any other lawful directions of the Airport Manager, even if Lessee wishes to appeal such directions. An appeal of any such direction shall be filed with the Airport Manger in writing by a written appeal. The notice to the City providing particularized claim(s) shall be filed within ten (10) calendar days of the event being appealed. The City shall respond in writing within sixty (60) days from receipt of the written appeal. Lessee shall comply in all material. respects with this Lease and all applicable other laws, ordinances, rules, and regulations; where requirements differ among these. various sources, the laws, ordinances, rules, and regulations that are most compatible with safe air transportation shall be complied with; the interpretation of the Airport Manger in these regards made in good faith shall be conclusive. The City may enter into or on the Lessee's premises to conduct inspections to insure lawful and safe use of the premises with twenty four (24) hour written notice or without notice in emergency situations. 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 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. City of McCall covenants that Lessee, upon paying the rent and other sums when due hereunder and observing and keeping all terms, covenants, agreements, limitations and conditions hereof on the part of Lessee to be kept when provided herein and within any grace periods available under this Lease, shall have and may quietly enjoy the possession of the Subject Property together with the right of ingress and egress herein provided during the term hereof, without hindrance or molestation by City of McCall or anyone claiming by, through or under City of McCall, and City of McCall shall not authorize or consent to any hindrance or molestation of Lessee by others. 10. Compliance with Enforcement. Lessee shall comply with such enforcement procedures and orders as the United States might demand that the City follow or Page 3 of 13 Deleted: Automobiles Deleted: inside hangars. or Deleted: . Vehicles may be stopped and stand for loading and unloading in front of the hangars. Unattended vehicles or aircraft not in an area designated for their use will be regarded as illegally parked and may be towed at the direction of the Airport Manager, or ticketed pursuant to the McCall City Code, or both.¶ Deleted:) issue in order to comply with the City's assurances to the United States, and to enforce applicable federal, state and local laws. 11. Nondiscrimination. Lessee shall use the premises in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary Part 21, Nondiscrimination in federally assisted programs of the Department of Transportation- Effectuation of Title IV of the Civil Rights Act of 1964, and as said regulations may be amended. Lessee, in its operations and uses of the Airport will not, on the grounds of race, creed, color,age, marital status, national origin or handicap discriminate or permit discrimination against any person or groups of persons in any manner. Noncompliance with these assurances shall constitute a breach of this Lease; and in the event of such noncompliance, City may take appropriate action to enforce compliance, may terminate this Lease, or seek judicial enforcement, in each instance in accordance with the terms and procedures set forth in this Lease. 12. City's Reserved Rights. Subject to the provisions of this Lease, City specifically reserves the right: a. To develop improve, or make any lawful use of the Airport premises as it sees fit, regardless of the desires or views of the Lessee, and without interference or hindrance by Lessee; b. To maintain and keep in repair the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Lessee of the Subject Property; c. To enter upon any lease premises at reasonable times for the purpose of making inspections to determine compliance with these minimum standards, fire codes, building codes or any covenant or condition of any contract or lease, including this Lease; d. To temporarily close the Airport or any of the facilities thereon for maintenance, improvement, safety or other public benefits; and e. To devote exclusive use of the Airport to emergency aircraft operations, including, but not limited to, fire suppression activities and medical operations. 13. Terra,and_Renewal_ The_initial term of this leaseshall_be for,eighteen (18) months commencing at 12:01 AM. on , 2006, until 11:59 PM on ,42007. his Lease may be renewed for up todsix (6) additional _ _ rnonths,for so lb • :s the rent and other conditions of the Lease are adhered to,_ ustment of rent provided herein. If Lessee determines they and subject to wish to rene his Lease, it shall give notice of that fact during the last,three (3)_ cW"' (- 1 liar Gc7 c1 - -C-O�n S GtC t� w 5 l C c. oage of i`3 r' �"V--C. c_GcA.vS 4.,I - - Deleted: , Deleted: 3 years, -LDeleted: 2006 Deleted: four (4) ( Deleted: one Deleted: year terms Deleted: six months of the expiring term. Further extensions of this lease are subject of the prior approval of the City Council.,, 14. Rent. Rent shall be payable on the commencement date of this lease, in the amount of $1.00 per month. Additional payments are due when any extension of the lease is requested by the Lessee 15. Taxes, Assessments, Fees. Lessee shall, upon completion of construction and sale of any hangars on the subject property, enroll the Leasehold Improvements and taxable personal property on the tax rolls of Valley County. Lessee shall pay, before they become delinquent, all taxes, assessments and fees assessed or levied upon Lessee or the Subject Property or any interest therein, including, but not limited to buildings, structures, fixtures, equipment or other property installed or constructed on it. Lessee further agrees not to allow any such tax, assessment or fee to become a lien against the Subject Property or any improvement on it. Nothing herein contained shall be deemed to prevent or prohibit the Lessee from contesting the validity or amount of any such tax assessment or fee in the timely manner authorized by law, but in no event may Lessee permit any such process to go to a foreclosujppn Subject P any interest in i • in any Leasehold Improvement Improements bject to the prior approval of the sty and shall include a duly consummate • eas of the City property on which the Improvements are located. 1.5 16. Utilities and Services. Lessee shall order, obtain and pay for all utilities and services which Lessee causes to be supplied to the Subject Property, and shall pay all services and installation charges in connection therewith, including but not limited to electrical power, water, sewer, garbage, gas and telephone services, including water and sewer connection and service charges, in each case to the extent caused to be supplied or connected by the Lessee. In those locations where sewer is not yet available, such charges shall be paid, both for hook-up and monthly, in the event Lessee requires sewer service at the time same is made available. Lessee, to the extent it installs rest -room facilities, shall install a holding tank to Central District Health standards at Lessee's expense. City will provide for the pumping of such tank. City will provide physical sewer when and if available to the lot when and if requested by Lessee, and in such event, Lessee shall provide a stub out for connection thereto. City shall remove snow from the taxilane and the apron area in front of the hangars on all City owned property. Lessee may at its election, arrange for and pay for removal of snow and agrees to not place any such snow on any improved part of the Airport nor in any place obstructing pilots views of the aprons, runways and taxiways, or in any area where snow storage is otherwise in violation of Federal or local regulation, or in violation of directions of the Airport Manager. 17. Construction. Installation, erection and construction of Leasehold Improvements shall be at Lessee's sole cost and expense and according to Drawings and Specifications and Schedules submitted to and approved by City prior to Page 5 of 13 l Deleted: Deleted: annually in advance on October 1 of each year Deleted: The first year' s rent is due and payable in advance upon execution of this lease commencement. of construction. Private hangars shall be constructed according to the aesthetic design standards of the City (see the City of McCall Design Guidelines); thus color, shape, architectural features, and other aesthetic issues may be controlled by the City. Drawings must accurately depict and describe all Leasehold Improvements proposed. All construction on the airport will materially conform to the City's current Airport Master Plan as approved by the Federal Aviation Administration. All Drawings and Specifications must materially conform to the Building, Fire, and Fire Protection Codes and Regulations in effect in McCall, including but not limited to those set out in the McCall City Code. No Drawings and Specifications shall be submitted for a building permit as required by the McCall City Code, until the same have been reviewed and approved in writing for Airport purposes by the Airport Manger, who shall first seek the advice of the Airport Advisory Committee and approvals by any applicable Federal agencies. Also, the approval by the City in accordance with the provisions of the ,City Code is required prior to the issuance of a building permit. Approved _ Drawings and Specifications shall be placed on file with the City Building Inspector long enough for such Building Inspector to determine that the Drawings submitted to the Building Inspector are the same as those approved by theeCity._ Lessee shall make substantial progress toward construction of the buildings and physical facilities anticipated by the Lessee within twenty-four calendar months after execution of this Lease. "Execution of this lease" shall mean the date signed by the City. Completion and occupancy of the structures must occur within twenty-four (24) months after the date of execution of this Lease. Failure to achieve either substantial progress or completion shall constitute cause for the City to cancel this Lease in accordance with the terms hereof or to extend the completion dates for construction and sale. 18. Construction Indemnification. Lessee shall at all times indemnify and save City harmless from all claims for labor or materials, and/or other construction liens, in connection with construction, repair, alteration, replacement, or installation of structures, improvements, equipment or facilities within the Subject Property, and from the cost of defending against such claims, including attorneys' fees. In the event a lien is imposed or purportedly imposed upon the Subject Property as a result of such construction, repair, alteration, or installation, Lessee shall procure and record a bond which frees the Subject Property from the claim of the lien and from any action brought to foreclose the lien. Should Lessee fail to procure and record said bond within thirty (30) days after filing of such a lien, this Lease shall be in default and shall be subject to immediate termination and possession by City in accordance with the terms hereof. 19. Ownership of Tenant Personal Property. Title to personal property placed on Subject Property by Lessee shall at all times during the term of this Lease or any extension of this Lease remain in Lessee, and Lessee shall have the right at any time to remove any or all personal property of every kind and nature whatsoever which Lessee may have placed, brought and/or installed upon the Subject Property. Lessee shall have said right to remove same at any time provided, Page 6of13 -{ Formatted: Font: Bold, Italic "(Deleted: Airport Manager ) Deleted: approved -{ Deleted: Airport Manager ) J that, upon any such removal of fixtures, Lessee shall repair, at his own expense, any material damage resulting there from and leave the Subject Property in a clean and neat condition. Lessee shall remove all personal property within 30 days of the end of this Lease or of any renewal of this Lease, or within 30 days after the termination of this Lease for any reason. Personal property, including fixtures, left on Subject Property after such time, becomes the property of the City and may be disposed of by the City as allowed by law. 20. Leasehold Improvements. In this Lease the term "Leasehold Improvements" means all buildings (including but not limited to hangars) and/or improvements, whether or not permanently attached or affixed to the Subject Property, placed and/or built and/or constructed on the Subject Property during the term of this Lease by the Lessee At all times during the lease term, ownership of unsold Leasehold Improvements remains with the Lessee, and Lessee shall have the right to remove and sell any and all such Leasehold Improvements, subject to the terms of this Lease. Subject to the provisions of paragraph 28 hereof, upon expiration or termination of this Lease or any renewal thereof, Leasehold Improvements shall become the property of the City unless the Lessee, not more than fifteen (15) days after expiration or termination of this Lease, provides written notice to City that Lessee intends to remove such Leasehold Improvements within ninety (90) days of expiration or termination. Such notice shall indicate whether Lessee intends to remove a building by demolition, and City may in the discretion of the Airport Manager direct that the building and such fixtures on Subject Property not be removed. Should the Lessee require a longer time to remove Leasehold Improvements, it shall request a specific amount of additional time in writing from the Airport Manager. Such an extension shall not be unreasonably withheld, although City may condition such extension upon the furnishing of collateral for the promise to remove in the form of a bond, cash escrow, or other arrangement acceptable to the Airport Manager and the City Attorney. All Leasehold Improvements not removed pursuant to the terms of this Lease become the sole property of the City. 21. Repairs. Lessee shall repair damages (excluding normal wear and tear) to the Airport and/or the Subject Property which damages are the result of the Lessee's actions or the actions of any invitee of Lessee 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 Lessee cannot reasonably repair such damage within thirty (30) days, Lessee 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. 22. Indemnity. Lessee agrees to indemnify and hold harmless the City during the term of this Lease from any and all losses, actions or judgments for damages from any and all claims made by a third party against the City arising out of the Page 7of13 i negligence or other acts of the Lessee or Lessee's invitees in their use of the Subject Property. City agrees to indemnify and hold harmless the Lessee during the term of this Lease from any and all losses, actions or judgments for damages from any and all claims made by a third party against the Lessee arising out of the negligence or other acts of the City or City's invitees, agents, employees or instrumentality in their use of the Subject Property. 23. Insurance. Lessee shall carry at all times during the term of this Lease fire and extended insurance coverage, including also against water damage as an indirect result of fire, and including a provision for debris cleanup, in an amount not less than ninety percent. (90%) of the full replacement value of Leasehold . Improvements and such further insurance as follow; (a) Public liability insurance coverage for a total amount of not less than $500,000.00 Combined Single Limit for bodily injury and property damage. A current certificate of insurance evidencing compliance and naming City as an "Additional Insured" shall be maintained with the City at all times during the term of lease. The limits of insurance shall not be deemed a limitation of Lessee's covenants to indemnify or hold harmless City as set forth above; and (b) Public liability insurance on all aircraft owned, leased or controlled by Lessee with a Combined Single Limit for a total amount of not less than $1,000,000 subject to availability of such coverage in the marketplace at regular premium rates. Subject to the preceding sentence, these minimum limits may be increased by State law or the City during the term of this Lease or upon any renewal of this Lease. Each policy of insurance shall contain thefull substance of the following clause: "It is agreed that this policy shall not be canceled nor the coverage reduced until thirty (30) days after the City of McCall shall have received written notice of such cancellation or reduction. The notice shall be sent by certified or registered mail and shall be deemed effective the date delivered to the City of McCall, as evidenced by a properly validated return receipt. 24. Termination by Lessor for Cause. Should the Lessee fail to comply with any material obligation in this Lease, the City may terminate this Lease with sixty (60) days prior written notice subject to the terms of this Lease and the Lessee's right to cure such failure as herein provided. Any breach of the terms of this Lease - must be cured within that sixty (60) day period or the Lease is deemed terminated and the City takes possession of the Subject Property and improvements as described herein and as allowed by law; or if the failure could only be reasonably remedied in a period of time exceeding 60 days, failure within such 60 days to undertake reasonable steps to begin such cure or failure thereafter diligently to pursue the cure to completion within a reasonable time. City shall provide written notice to Lessee of City's intent to terminate, and this Lease shall. terminate as of the date or upon the lapse of time as above provided, as the case may be. Page 8 of 13 25. Termination by Lessee for Cause. This Lease may be terminated by Lessee as follows: (a) The permanent abandonment of the Airport as a public and/or general and/or commercial air facility and/or as a facility in substantially the present or larger size and/or substantially the present or more extensive use. (b) The assumption by the United States Government, or by any authorized agency of the United States, of this Lease, or of the operation, control or use of the Airport, or of any substantial part or parts of the Subject Property, in such a manner as substantially restrict Lessee from operating in a reasonable manner, for a period of more than 120 days. The use of the Airport by the United States Forest Service or the Boise Interagency Fire Center, or like agency, during fire season shall not be considered a substantial restriction. (c) Issuance by any Court of competent jurisdiction of any injunction in any way preventing or restraining the use of the Airport, and the remaining in force of such injunction for a period more than 120 days. (d) Any other reason and/or cause which is beyond the reasonable control of Lessee which in any way substantially restricts the present type of use of the Airport for a period of more than 120 days. The use of the Airport by the United States Forest Service or the Boise Interagency Fire Center, or like agency, during fire season shall not be considered such a substantial restriction. (e) The default by City in the performance of any covenant or agreement required in this Lease to be performed by City, and the failure of City to remedy such default for a period of 60 days after receipt from Lessee of written notice to remedy the same, or if the failure could only be reasonably remedied in a period of time exceeding 60 days, failure within' such 60 days to undertake reasonable steps to begin such cure or failure thereafter diligently to pursue the cure to completion within a reasonable time. Lessee shall provide written notice to City of Lessee's intent to terminate, and this Lease shall terminate as of the date or upon the lapse of time as above provided, as the case may be. Rentals and fees due hereunder shall be payable only to the date of valid termination by Lessee, and all obligations of any kind or nature of Lessee under this Lease shall end upon such a valid termination. 26. Holding Over. In the event Lessee holds over after the expiration of the Lease or of any renewal of this Lease, such holding over shall be deemed to be a tenancy from month to month subject to conditions established by the Airport Manager, including but not limited to, an increase in the rental rate. 27. Abandonment. If Lessee abandons the Subject Property (other than during winter months or other temporary periods when Lessee's officers and employees may have established residence other than in Valley County), is dispossessed by Page 9 of 13 third parties by process of law or otherwise, the City may terminate this Lease on sixty (60) days advance written notice to Lessee; and Lessee shall not be entitled to the return of prepaid rent under this Lease. Any real or personal property belonging to Lessee and left on the Subject Property after sixty (60) days following notice of termination on grounds of abandonment or dispossession shall be deemed to have been transferred to City. City shall have the right to remove and dispose of such property without liability therefore to Lessee, or to dispose of it to any person claiming under Lessee, or may transfer it to a new lessee, or may simply dispose of it as solid waste; and City shall have no need to account therefore._ _ 28. Right of First Refusal. Upon the expiration or termination of this Lease or of any renewal of this Lease, the City shall have the first right of refusal to purchase or accept transfer of Leasehold Improvements, and may transfer this right of first refusal to a new lessee. Under such circumstances, Lessee, and any person proposing to sell or transfer such improvements by or through or under Lessee, shall first give notice to City advising of the proposed sale or transfer, and its price and terms; and City shall have ninety (90) days following receipt of such notice to complete a purchase or receive.a transfer upon the identical terms. Notwithstanding the foregoing, the City acknowledges that Lessee intends to construct aircraft hangars on the leased premises and sell those hangars to persons on the hangar waiting list, or others, all pursuant to Lessee's contract with the City. The purchasers of said hangars, upon qualification by the City, will be entitled to enter into a new lease with the City for the actual space upon which the hangar is built. This right of first refusal shall apply after the initial lease to a hangar purchaser, and shall be subject to the rights of any lender holding a security interest in the hangar or the lease of the hangar space. 29. Legal Proceedings. If any legal action or proceeding related to this Lease is begun by any party to this Lease, the prevailing party shall be entitled to recover its costs, damages, and expenses, including commercially reasonable attorneys fees and witness and expert witness fees, incurred in prosecuting or defending the same, whether or not such action or proceeding is litigated or prosecuted to judgment. The prevailing party will be that party who was awarded judgment as a result of trial or arbitration, unless the dispute was only as to the amount of a claim conceded to exist, in which case the finder of fact shall determine the identity of the prevailing party. 30. Governing Law. This Lease is governed by the law of Idaho, and Valley County, Idaho is the proper venue. 31. Headings. The headings of paragraphs and articles of this Lease are provided as a guide to the reader, and shall not in any way affect the meaning or interpretation of this Lease. Page 10of13 t Deleted: therefor 32. Time of the Essence. Time is of the essence with respect to the obligations of the parties under this Lease. 33. . No Election of Default Remedies. In the event of any default under this Lease, the non -defaulting party shall be entitled to all rights, powers and remedies available at law or in equity, including, without limitation, specific performance, damages and equitable relief, and/or resort to any security. Any rights, powers and remedies stated in this Lease, or now or hereafter existing in law, at equity, by statute, or otherwise are cumulative and concurrent, and shall each be in addition to, and not in lieu of, all the others. The exercise or the beginning of the exercise or the forbearance of exercise by any party of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by such party of any or all of such other rights, powers and remedies. 34. No Waiver of Rights. The neglect of the City or the Lessee to enforce its rights, powers or remedies at any particular times or upon any particular occurrences shall not preclude resort to those rights, powers or remedies at any other time or with respect to any other occurrences. Any waiver of any right, power or remedy must be done in a writing executed by the party to be charged with such waiver, and executed with no fewer or different formalities and approvals than were attendant upon execution of this Lease. Any waiver of a breach of a covenant, term or condition of this Lease shall not be deemed a waiver of any other breach of the same or any other covenant, term or condition of this Lease. Acceptance of overdue performance of a covenant, term or condition of this Lease shall not constitute a waiver of the breach existing prior to the performance, unless so agreed in writing by the recipient of the performance. 35. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, terrorist acts, acts of war, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions, governmental regulations, government controls, enemy or hostile government action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage; provided, however, that this clause shall not bar resort by City to any security applicable tothe furnishing of such performance under circumstances in which City acting to obtain alternative performance would not be subject to such force majeure. The term "govemmental restrictions, govemmental regulations, government controls, and hostile government action" shall not be construed to have any reference to City enforcing this Lease or any other agreement between the City and any other party, nor the City enforcing the City Code or other applicable law, nor any other government enforcing an agreement with a party or the conditions on the issuance of its permit(s) issued to a party. 36. Counterpart Execution. This Lease may be executed in any number of counterparts. No single counterpart need be signed by all parties to this Lease; Page 11 of 13 z as long as each party hereto has executed at least one such counterpart, this Lease shall be considered fully executed. Each such counterpart shall be deemed to be an original instrument; and all such counterparts together shall constitute but one agreement. Facsimile signatures are deemed to have the same legal weight as original signatures. 37. Burden and Benefit; Assignment. This Lease shall bind and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. Lessee shall neither assign this Lease, nor sublet or rent all or any part of Subject Property, without the written consent of the City, which consent shall not be unreasonably withheld; that consent will, however, be conditioned upon an increase of rents to the then current City published lease rates for the Airport. In the case of partial assignment or partial sublet or rent of less than half of the interior space, the rent increase shall be only with respect to the interior space in question and related exterior space, unless such assignment, sublet or rent is in the discretion of the Airport Manager and City Council, determined to be de minimis and counter -productive to the City for the City to calculate, record, and remember. 38. Integration. All exhibits and other attachments, if any, to this Lease are a part of this Lease, as if set out again in this Lease. This Lease constitutes the entire Lease between and among the parties as to the matter set out in it, and all prior negotiations and discussions, memoranda, correspondence, and communications are merged into and extinguished by this Lease; provided, however, that nothing in this Lease shall be held to merge into this Lease any other written document described in this Lease, nor any Subdivision or Development Agreement among any of the parties, unless this Lease expressly identifies such other written document or agreement and states that this Lease supersedes such other document or agreement. 39. Counsel and Interpretation. All parties to this Lease have been represented by legal counsel at all stages of the negotiations for and the preparation of this Lease, including during the proceedings relating to the approval and the conditions of approval of any project or development which approval or conditions gave rise to this Lease; accordingly, in all cases, the language of this Lease will be construed simply, according to its fair meaning, and not strictly for or against any party. 40. Notice. Notices between the parties may be made by personal delivery or by United States mail, postage pre -paid, registered or certified, with return receipt requested, or by telegram, facsimile transmission or mail-o-gram or by recognized courier delivery (e.g. Federal Express, UPS, DHL, etc.) addressed to the parties, as the case may be, at the address set forth below or at such other addresses as the parties may subsequently designate by written notice given in the manner provided in this section. The parties are required to provide any change of address to each other. Page 12of13 ILTo City: City Manager Copy to: Airport Manager City of McCall City of McCall 216 E. Park Street 216 E. Park Street ,208)634-1488 To Lessee: Hangar Solutions 84 Jughandle Rd. McCall, ID 83638 ,(208) 34-5454 (208)04-5456 (facsimile) Dated: City of McCall by: • Attest: State of Idaho ) ) ss. County of Valley ) On this of , in the year 200_, before me, , notary public, personally appeared , known or identified to me to be the person whose name is subscribed to the within instrument, and acknowledge to me that he executed the same. Notary Public for Idaho Residing at: My commission expires: State of Idaho ) ) ss. County of Valley ) On this day of , in the year 200_, before me, , notary public, personally appeared , known or identified to me to be the Mayor of the City of McCall that executed the said instrument, and acknowledged to me that such City of McCall executed the same. Notary Public for Idaho Residing at: My commission expires: Page 13 of 13 - •{ Deleted: ¶ lPage Break - Deleted: 208/634-1003 Deleted: / __--(Deleted:- _ _ - - Deleted: -