HomeMy WebLinkAboutDelta Fully Executed Copy of Lease Agreement 20230905 AIRPORT LEASE AGREEMENT-AIRLINE
THIS AIRPORT LEASE AGREEMENT—AIRLINE("Lease")is made effective the 5th
day of September 2023,by and between the CITY OF TWIN FALLS,IDAHO, and
COUNTY OF TWIN FALLS,hereinafter referred to as"Lessor", and DELTA AIR LINES,
INC., authorized to conduct business in Idaho,hereinafter referred to as"Lessee".
The parties hereto agree as follows:
1. Description of Property. In consideration of the rental specified below,the Lessor
hereby leases to Lessee the below-described property,hereinafter called the"Premises,"consisting
of 3,538 square feet of terminal building space at Joslin Field—Magic Valley Regional
Airport{"Airport")as depicted on Exhibit A attached hereto.
A.Exclusive Use Areas. Lessor hereby leases to Lessee the following areas of the
terminal building for Lessee's exclusive use during the Term of this Lease:
i, Airline Office consisting of 659 square feet;
I Counters consisting of four(4)ticket counter positions for a total square footage of
232 square feet;
iii. Ticket Kiosks-Two(2)kiosks consisting of 80 square feet;
iv. Gate Podium-one(1)podium consisting of 110 square feet;
V..Communications Room consisting of 22 square feet; and,
vi, Utility Room consisting of twenty-five(25)square feet.
B. Common Use Areas. Lessor hereby leases to Lessee the following areas of the
terminal building for Lessee's use in common or jointly with other lessees during the Term of
this agreement:
i. Bag Makeup Room consisting of 1,684 square feet and,
ii, Bag Claim Area consisting of 726 square feet
iii.Gate Hold Room
2. Term of Lease. The Term of this Lease shall commence on the 5th deny of
September,2023 and end on the 30th day of September,2026(the"Term").
In the event Lessee shall continue to occupy the leased Premises beyond the Term of the
Lease,continued occupancy of the Premises by Lessee shall not constitute a renewal or extension of
the Lease,but shall create a tenancy from month-to-month on the same terms and conditions of the
expired term,which tenancy may be terminated at any time by Lessor giving thirty(30)days
written notice to Lessee.
3. Use of Premises and Related Airport Facilities. At all times during the Term
of this Lease,the Premises shall be used for the conduct of passenger ticketing,baggage-
handling and reservation services,the training of personnel and other activities reasonably.
necessary and related to the transportation of passengers,mail,and cargo by air. Lessee may, as
AIRPORT LEASE AGREEMENT—AIRLINE -1
part of its operations,utilize airport facilities and property not otherwise exclusively leased for
the benefit of others,but open to the public,to carry on the following activities:
(a) the parking, fueling,refueling,storage and tie-down of aircraft;
(b) the loading and unloading of passengers and the receipt,dispatch,loading and
unloading of baggage,personal property,cargo,freight; and,
(c) the provision of other services approved by the Airport Advisory Commission,
4. Right of Access. Lessee's employees,invitees,contractors, and agents shall have
the right of ingress and egress to the Premises by way of public entrances to the terminal
building. Lessee's aircraft shall have the right to use the ninways,taxiways, and aprons in
common with others,pursuant to applicable Federal Aviation Administration rules and
regulations and rules and regulations promulgated by the Airport Advisory Commission or the
Airport Manager. Lessee and its employees and agents agree not to use the nmways,taxiways,
and aprons or access roads in such a manner as to obstruct or prevent others from the right of use
or travel.
5. Rent.
(a) Initial Rent for Exclusive Usg A=§. Rental for the period September 1, 2023
through-September 30,2023 shall be at the rate of$16.43 per square foot per year, for•an annual
rent of$18,533.04 which shall be prorated and paid in monthly installments in advance at the
Fate of$1,544.42 per month. Beginning October 1, 2023, the rental rate will be$17.74 per
square foot per year for an annual rent of$20,010.72 which shall be prorated,and paid in
monthly instal.hneiats in advance at the rate of$1,667.56 per month.
(b) Initial Rent for Common Use Areas. Rental for the period September 1, 2023
t1 rough September 30,2023 shall be at the rate of$5.47 per square foot per year, for an annual
rent of$13,182.70 which shall be prorated and paid in monthly installments in advance at the
rate of$1,098.56 per month.Beginning Octoberl,2023,the rental rate will be$5.91 per square
foot per year for an annual rent of$14,243.10 which shall be prorated and paid in monthly
installments in advance at the rate of$1,18693.per month.
(c) Rent Escalation. The parties agree that rent for the Premises shall be subject to
escalation on October 1 of each year following the commencement of this Lease. For purposes
of determining future rents,the base rent payment effective October 1,2023 shall be$17.74 per
square foot per year. The annual change in the rent payment for future years shall be directly
proportional to the percent change in the Annual Average Consu n.er:Prise Index(CPI)for all
urban consumers(CPT-U,U. S. City Average, all items,unadjusted basis,index base period
(1982-84=100)). For example,the base rent change effective October 1,2023 was calculated as
follows:
Annual average CPI for 2022 292.655
Less Annual average CPI for 2021 270.97
Difference= 292.655-270.97=21.685
Percentage Change=21.685 divided by 270.97= .080
AIRPORT LEASE AGREEMENT—AIRLINE -2
i
Percent change .080 x 100= 8%
Fuhrre rents shall be calculated in accordance with the above formula. The rent payment
shall be increased each October 1 if there is a positive percent change,but never decreased;
provided,however,if the rent increase in any given year exceeds five percent(5%),then the
proposed rent increase shall be presented to the City Council for approval prior to implementing �
the increase.
In the event that the Consumer Price Index becomes unavailable during the terns of this
lease or any renewal,the parties agree that its closest successor index in the judgment of Lessor
shall be applied to calculate the annual rent payment.
b. Fees.
(a) Landing Fees. Lessee agrees to pay Lessor a landing fee of$1.61 per thousand
pounds or any fi-action thereot computed and based upon the maximum landing weight of each of
Lessee's aircraft landing at the Airport during each calendar month,
(b) A.R.F.F.Fees. Lessee agrees to pay Lessor an AR1iF service fee of$82.35. The
ARFF fee will be charged for each first-flight-of-day morning departure and each aircraft staying
overnight. In addition,each aircraft not staying overnight which arrives and deplanes and
enplanes passengers then departs will be subject to one AR.FF charge to include both the arrival
and departure. (For example:2 daily roundtrip flights with one ramp overnight aircraft equals 3
ARRF charges)
(c) Power Charge . Lessee agrees to pay Lessor a power charge fee each month
in the amount of$220.00 for rump lighting,ground equipment charging,ground power units,
airplane heating and heating of de-icing equipment.
(d) The Landing Fees,A.R.F.F.Fees and Power Charge Fees shall be due and payable
within 30 days of receipt of invoice by Lessee for fees incurred during the previous month. The
parties agree that Lessor may adjust the above fees no greater than 4% annually after providing
Lessee at least thirty(30)days'prior written notice prior to October I of the year that the
increase is to become effective.
7. Ins ection of the Premises.Lessee acknowledges and agrees that it has inspected
the Premises,is thoroughly familiar with its condition and accepts the Premises in its present
condition,and further acknowledges and agrees that,except as maybe expressly set forth herein,
Lessor has not made,and does not hereby make, any representations,warranties,or covenants of
any hind or character whatsoever with,respect to the condition of the Premises,either express or
implied,and,in addition,Lessee hereby represents that,except as may be expressly set forth herein,
it is not relying on any warranties,promises,guaranties,or representations made by Lessor or
anyone acting or claiming to act on behalf of Lessor in leasing the property. Subject to Lessor's
representations,warranties and obligations herein,Lessee is satisfied with the condition of the
AIRPORT LEASE AGREEMENT--AIRLINE -3
i
property and leases the Premises"AS IS"for all purposes,provided,however, that Lessee shall not
be responsible or liable for any pre-existing environmental conditions.
$, lgdeMafty-Hazardous Substances. With the exception of products and
materials used.,stored,handled or transported in the ordinary course of its business, lessee shall
not engage,and shall not permit its employees, agents, subtenants, assignees or others under its
control to engage,in an operation on the Premises or related airport facilities that involves the
generation,manufacture,ruining,transportation,treatment, storage,handling or disposal of
"hazardous wastes,"or the manufacture, release or disposal of"hazardous substances"without
the prior written consent of Lessor,which may be withheld or granted.in Lessor's sole discretion.
As used herein,the term"hazardous substance"means any hazardous or toxic substance,
material or waste which is or becomes regulated by any local governmental authority,the state of
Idaho or the United States government, including but not limited to(A)any substance designated
pursuant to section 311(b)(2)(A)of the Federal Water Pollution Control Act[33 U.S.C.
1321(b)(2)(A)], (B)any element, compound,mixture,solution,or substance designated pursuant
to 42 U.S.0 9602, (C)any hazardous waste having the characteristics identified under or listed
pursuant to section 3001 of the Solid Waste Disposal Act[42 U.S.C. 6921](but not including
any waste the regulation of which under the Solid Waste Disposal Act[42 U.S.C. 6901 et seq.]
has been suspended by Act of Congress),(D)any toxic pollutant listed under section 307(a)of
the Federal Water Pollution Control Act[33 U.S.C. 1317(a)],(E)any hazardous air pollutant
listed under section 112 of the Clean Air Act(42 U.S.C. 7412],and(F)any imminently
hazardous chemical substance or mixture with respect to which the Administrator has taken
action pursuant to section 7 of the Toxic Substances Control Act [15 U.S.C. 26061. The term
does not include petroleum,including crude oil or any fraction thereof which is not otherwise
specifically listed or designated as a hazardous substance under subparagraphs(A)through,(F)of
this paragraph,and-the term does not include natural gas,natural gas liquids,liquefied natural
gas, or synthetic gas usable for fuel(or mixtures of natural gas and such synthetic gas). The tern
"hazardous substance,is not only defined as aforementioned,but as applicable federal, state and
local laws,regulations and ordinances may be amended from time to time in the future, and
including all regulations promulgated pursuant thereto. The term"environmental law(s)"as used
herein shall include the foregoing listed laws,regulations and ordinances and state analogs of
such laws and other applicable environmental laws,regulations,.and ordnances.
Lessee shall indemnify,defend and save Lessor harmless from all cleanup costs,
investigation and monitoring costs,costs to provide alternative sources of drinking water to
neighbors,property damage costs,injury/health-related costs,litigation costs(including,but not
limited to reasonable attorney's fees,accountant's fees,consultant's fees,costs on appeal, expert
witness costs),losses and damages related to third parties,all fines,suits,procedures,claims and
actions of any kind arising out of or in airy way connected with any spills or discharges of
hazardous substances or wastes by Lessee,its employees,agents,invitees,licensees,subtenants
or assignees and others under its control.,in.or about the Premises and related airport facilities or
arising under or on account of Lessee's failure to comply with any applicable environmental law
or similar applicable laws or regulations that come into effect during the term of this Lease,and
from all fines,suits,procedures, claims and actions of any kind arising out of Lessee's failure to
provide all information and take all actions required by any applicable Federal,state or local
authority in connection with such violations,or arising out of Lessee's failure to cause its
employees,agents,invitees,licensees, subtenants,assignees or others under its control to do the
Af"OlU L) ASE AGREEMENT-AIRLINE -4
same. Lessee's obligations and liabilities in this Section shall survive the expiration or sooner
termination of this Lease and continue so long as Lessor remains responsible for any such spills
or discharges of hazardous substances or wastes in or about the Premises that occur during the
Term. To the best of Lessor's knowledge,there are no known hazardous substance spills,in or
about the Premises and related airport facilities.
9. Care of Petroleum Products and Other Material by Lessee. Lessee shall
handle,use, store and dispose of petroleum products,and all other materials(including but not
limited to hazardous materials)owned or used by it on the Airport in accordance with all
applicable federal, state, local and Airport rules and regulations. Lessee shall,at Lessee's own
expense,comply with, and cause all its employees,agents,invitees, licensees, subtenants,
assignees and others under its control on the Premises and related airport facilities to comply
with,all applicable local, state,and federal environmental laws and any and all amendments
thereto,or hereafter promulgated,
Lessee shall not cause or suffer to occur,a release,discharge,spillage,uncontrolled loss,
seepage or filtration of oil or petroleum or chemical liquids or solids,liquid or gaseous products
or hazardous substance as defined in Section 8 at,upon,under or within the Premises,or related
airport facilities,including the storm sewer,or any contiguous real estate except in compliance
with applicable environmental law. Lessee shall not permit its employees, agents,invitees,
licensees, subtenants,assignees or others under its control on the Premises and related airport
facilities to engage in any activity that could lead to the imposition of liability under any
applicable environmental laws or similar applicable laws or regulations. Should"hazardous
substances"and/or"hazardous wastes"be released, spilled or escape from storage or in any way
contaminate the Airport or property adjacent to the Airport through activities of the Lessee,its
employees,agents,invitees,licensees,subtenants,assignees or others under its control on the
Premises or.related airport facilities,Lessee shall be responsible for the cleanup,containment
and abatement of such contamination to the standard required under applicable environmental
laws for use of the Premises as an airport facility at Lessee's sole cost and expense. Should the
Lessee fail to do so,Lessor will provide written notice to Lessee to take such action,runless
circumstances require immediate action by Lessor. Following reasonable notice,if Lessee fails
to take action,or when the circumstances require immediate action,Lessor,at its option,but
without obligation,may take any reasonable and appropriate action in compliance with
applicable environmental laws in Lessee's stead: Lessee shall pay the cost of such remedial
action upon delivery to Lessee of an itemization of the costs incurred.
Lessee shall comply strictly and in all respects with the requirements of all applicable
environmental laws and with all similar applicable laws and regulations and as required under
applicable environmental law shall notify appropriate governmental.agencies, Lessor and the
Airport Manager promptly in the event of any spill or release,or hazardous substance upon the
Premises or related airport facilities caused by Lessee or its employees, agents,invitees,
licensees, subtenants, assignees or others under its control and shall promptly forward to the
Lessor and the Airport Manager,copies of all orders,notices,permits, applications,or other
communications and reports received by Lessee in connection with any such spill or release,or
any other matters relating to applicable environmental laws or related regulations or any similar
applicable laws or regulations,as they may affect the Premises.
AIRPORT LEASE AGREEMENT—AIRLINE -S
10. Signaae. Lessee shall not erect,maintain, or display upon the outside of any
improvements on the leased Promises any signs unless permitted by Twin Falls City Code § 10-
9-1 et seq.as currently written or hereafter amended.
11. Assignments and Subleases. Lessee may sublease the Premises or assign this
Lease for the uses described in Section 3 after first obtaining Lessor's written consent. Said consent
will not be unreasonably withheld,conditioned,or delayed.
(a) No assigrunent or sublease:releases the Lessee of its obligations or alters the primary
liability of the Lessee to pay the rent and to perform all the Lessee's other obligations under this
Lease.
(b) Any sublease or assignment permitted must comply with the to-ins of this Lease.
12. Construction. Lessee shall not alter, replace, demolish or add to existing facilities
or construct new facilities on the Premises,or make any contract therefor,without first procuring
Lessor's written consent.
In the event that Lessee desires to alter,replace,demolish,or add to existing facilities or
constrict new facilities on the Premises, alteration,replacement,demolition, addition or new
facility plans must be submitted to, and approved by,the Airport Advisory Commission and the
Federal Aviation Administration,if applicable,prior to the start of construction. Demolition and
construction of the alterations,replacements or additions to existing facilities must be
substantially completed within one(1)year of the date of approval by the Airport Advisory
Commission and,unless otherwise approved by the Airport Advisory Commission, fully
completed within eighteen(18)months of the date of approval by the Airport Advisory
Conunission. The demolition of existing facilities and all alterations,replacements,additions and
new facilities shall comply with the laws and ordinances relating thereto. All work with respect to
any alterations, additions,or new facilities must be done in a good and workmanlike manner and
diligently prosecuted to completion. Lessee shall see to it that such construction shall not cause dust
or be a nuisance to any other Lessee.
13. Liens. Lessee shall keep the Premises free and clear of any and all liens in any
way arising out of the construction,improvement or use of the Premises by Lessee.
14. Comipliagge With Law Lessee agrees to comply with all applicable city,
county,state and federal laws,rules,regulations and ordinances. Lessee further agrees to
comply with all current Joslin Field,Magic Valley Regional Airport;rules,regulations and
standards now in existence or as amended during the Tenn of this Lease,provided that they do
not conflict with the terms hereof and are enforced by the Lessor in a non-discriminatory
manner. By signing this Lease, Lessee acknowledges receipt of a current copy of the airport's
rules and rogulatiorn.s.
15. Utllitles. During the tern of this Lease,Lessor agrees to pay for all water, gas,
electricity and other utilities used in or about said Premises.
16. Fire Hazards. Lessee shall not do anything on the Premises or bring or keep
anything thereon that will increase the risk of fire, or that conflict with the regulations of the
Twin Falls City Fire Department,
AIRPORT LEASE AGREEMENT--AIRLINE -6
17. Waste Prohibited. Lessee shall not commit any waste or damage to the Premises
nor permit any waste or damage to be done thereto.
18. Ri2ht of Ynsnection. Upon prior written notice,Lessor shall have the right to
enter the Premises at any reasonable time to examine the same and to ensure compliance with
this Lease.However,Lessor shall have the immediate right to enter the Premises and inspect it
without prior notice in the event of an emergency requiring action on the part of Lessor.
19. Hold Harmless. Lessee shall indemnify and hold the Lessor and the property of the
Lessor,including the Premises,free and harmless from any and all claims,liability,loss,damage or
expense,except in the event of the Lessor's negligence or willful misconduct or that of its
employees,contractors,subcontractors or agents,resulting from Lessee's occupation and use of file
Premises and related Airport Facilities and Lessee's business operations conducted at Joslin Field—
Magic Valley Regional Airport,including any claim,liability,loss,or damage arising-by reason of
injury to or death of any person or persons or by reason of damage to any property caused by
Lessee's business operations at Joslin Field-Magic Valley Regional Airport,the condition of the
Premises,the condition of any of Lessee's improvements or personal property in or on the Premises
or Airport related facilities,or the acts or omissions of any person in or on the Premises or Airport
related facilities with the express or implied consent of the Lessee including but not limited to the
Lessee,its employees,agents,invitees,licensees,subtenants,assignees,concessionaires,-
occupants and users of the Premises. Provided however,Lessee shall have no obligation to
indemnify and hold the Lessor harmless for claims,liability,loss,damage or expense to the extent
resulting from Lessor's negligence or willful misconduct except by way of liability insurance
required in Section 20.
Lessor shall not be liable for Any personal injury or property damage which may be
sustained by Lessee,its employees,agents,customers or other persons,that occur on the Premises,
or at Joslin Field—N 1agic Valley Regional Airport that are the direct result of the activities of the
Lessee,its employees, agents,invitees,licensees,subtenants,assignees, concessionaires,
occupants and users of the Premises,and Lessee agrees to indemnify and hold Lessor harmless
from such liability,except to the extent resulting from Lessor's negligence or willful misconduct.
Lessee hereby agrees with Lessor that Lessor shall not be liable for injury to Lessee's
business or any loss of income there from or for damage to the property of Lessee,Lessee's
employees, invitees,customers,or any other person in or about the Premises or related Airport
facilities for purposes of Lessee's business arising from physical damage to the Airport real
property,including but not limited to the terminal building,except to the extent resulting from
Lessor's negligence or willful misconduct.
Further,the parties agree that Lessor shall not.be liable for any damages arising from any
act or neglect of any other tenant, if any,of the building in which the Premises are located.
20. Liability Insurance. Lessee shall maintain at its expense a policy of Aviation
liability insurance,with Lessor designated as an additional insured under liability coverages,but only
as respects operations of Lessee, for Lessee's operations at Joslin Field-Magic Valley Regional
Airport, protecting Lessor and Lessee against all, claims for personal injury, death and property
damage occurring upon, in or about the Premises and related airport facilities, including but not
limited to, adjouung sidewalks, streets, roads and other passageways relating to or arising out of
AIRPORT LEASE AGREEMENT AIRLINE -7
{
Lessee's operations,with limits of at least$100,000,000.00 Combined Single Limit each occurrence
and in the annual aggregate with respect to Products and Completed Operations,Personal Injury and
Property Damage for Contractual Liability; Non Passenger Personal Injury Liability is limited to
$25,000,000 each occurrence and in the annual aggregate;and shall contain fire legal protection with
minimum limits of$50,000.00;all said insurance to protect,hold harmless,and indemnify Lessor not
only against any acid all such liability,but also against all loss,expenses and damage of any and every
sort and kind, including costs of investigation, attorneys'fees and other costs of defense, subject to
policy terns, conditions, limitations and exclusions. With respect to the coverages required in this
Section, the parties agree that Lessee's policy or policies shall be primary to any other valid and
collectible insurance available to Lessor.
Said insurance shall be with an insurance carrier,or insurance carriers,with an AM Best
Cniide,or its international equivalent,rating of no less than A-(VII1) and shall not be subject to
cancellation except after at least ten(10)days'prior written notice to Lessor. Notice shall only be
provided if the insurance company cancels or alters the policy affecting the requirements of Lessor.
Lessee shall provide Lessor duly executed certificate or certificates for the same,showing full
compliance to date with the requirements of this Section,and shall at all times keep current
certificates on deposit with Lessor.
21. Termination. Either Lessor or Lessee may terminate this Lease at any time by
giving at least sixty(60)days' advance written notice to the other party.
22. Lessee's duties upon Termination or Exr2iration. Upon the expiration or
sooner termination of this Lease,Lessee agrees to do the following:
(a) Lessee agrees to remove all of Lessee's personal property,including trade fixtures,
owned or leased.by Lessee and used upon the Premises,prior to the termination or expiration of this
Lease at Lessee's sole cost and expense.
(b) Lessee shall repair any damage to the Premises caused by such removal or by the
original installation of the personal property.
(c) Lessee further agrees to surrender the Premises free from environmental
coiftainination of any kind to the extent caused by Lessee,.Lessee's employees and agents.
23. Condemnation, In case of a taking by eminent domain("Taking"),other than for
tompora.ry use,of either(a)the eiztire Premises,or(b)such a substantial part of the Premises as shall
have the result that the portion of the Premises remaining after such Taking(even if restoration were
made)will be economically unsuitable for the use of the Premises for purposes described in Section
.3,this Lease shall terminate as of the date of the transfer of possession to the condemning authority.
In the case of a total taking,the entire amount of any condemnation award shall be paid,to and
retained by Lessor,and Lessee shall have no right or claim with respect thereto,
In the event of a taking of a portion of the Premises that is not a total taking,then and in
that event this Lease shall remain in full force and effect as to the portion of the Premises
remaining immediately after such taking and rent shall be reduced on a square footage basis at
the then applicable rental rate provided for in Section 5 of this Agreement, The entire amount of
any condemnation award for a taking of a portion of the Premises shall be paid to and be retained
by Lessor.
AIRPOWr LEASE AGREEMENT—AIRLINE -8
24. Maintenance. The parties agree that the maintenance responsibilities shall be as
set forth in the matrix attached hereto as Exhibit B. In the event that the Airport Manager
determines that Lessee has failed to comply with the terms of this Section,Lessor may take such
action as is required by this Section,and charge Lessee the actual cost incurred to comply with
this Section or a reasonable fee for the services.
25. Nondiscrimination.
(a) Lessee,its successors in interest and assigns,hereby covenant and agree,as a
covenant running with the land,that in the event facilities are constructed,maintained,or
otherwise operated on the said property described in this Lease for a purpose for which a DOT
program or activity is extended or for another purpose involving the provision of similar services
or benefits,the Lessee shall maintain and operate such facilities and services in compliance with
all requirements imposed pursuant to 49 C.F.R.Part 21,Non.-discrimination in Federally
Assisted Programs of the Department of Transportation,and as said Regulations may be
amended.
(b) Lessee,its successors in interest and assigns,hereby covenants and agrees, as a
covenant running with the land,that(1)no person on the grounds of race,color,or national
origin shall be excluded from participation in,be denied the benefits of,or be otherwise
subjected to discrimination in the use of any facilities;(2)that in the construction of any
improvements on,over,or under such land for the furnishing of services thereon,no person on
the grounds of race,color,or national origin shall be discriminated against and Lessee shall
comply with all other 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 VI of the Civil Rights Act of 1964,and as said regulations may be
amended;and, (3)that in the event of breach of Any of the preceding nondiscrimination
covenants,Lessor shall have the right to terminate this Lease,and to re-enter and repossess said
land and the facilities thereon,and hold the same as if said Lease had never been made or issued.
In the event of noncompliance with the preceding nondiscrimination covenants,Lessee hereby
authorizes Lessor to take such action as the federal government may direct to enforce this
covenant, and.Lessee also authorizes the federal government to take appropriate action to enforce
compliance,including the right to seek judicial enforcement,
Further,with respect to the leased Premises,Lessee agrees to undedake any corrective
action or affirmative action'required of Lessor or Lessee by the Federal Aviation Administration
because of Lessee's actions or inactions.
26. Non-exclusive Right. Nothing contained in this Lease shall be construed to grant
or authorize the granting of an exclusive right to provide aeronautical services to the public at the
Airport, and Lessor reserves the right to grant to others the privilege and right of conducting any
one or all activities of an aeronautical nature.
27. Subordination. This Lease shall be subordinate to the provisions of any existing
or future agreements between Lessor and the United States,relative to the operation and
maintenance of the Airport;,the terms and execution of which have been or may be required as a
AIRPORT LEASE AGREEMENT—AIRLINE -9
condition precedent to the expenditure or reimbursement of Lessor for federal funds for the
development of the Airport.
28. No Partnership. Nothing contained in this Lease shall create or be construed as
creating a partnership,joint venture,or employment relationship between Lessor and Lessee.
Neither Lessor nor Lessee shall be liable,except as otherwise expressly provided in this Lease,for
any obligations or liabilities incurred by the other. Lessee expressly agrees to indemnify acid hold
Lessor,and the property of the Lessor,including the Premises,free and harmless from any and all
obligations and liabilities incurred by Lessee in conducting aviation-related activities or any other
activities on.the Premises.
29. Attorneys'Fees. In the event that any controversy relating to this Lease is brought
in a court of law,including any bankruptcy or appeal proceeding,the prevailing party shall be
awarded its reasonable attorneys'fees and costs.
30. Waiver. Waiver of a breach of any provision of this Lease by any party in any
particular instance shall not be deemed a waiver of any other breach of this Lease.
31, Survival of Obligations, In the event of early termination of this Lease by either
party as permitted under this Lease,neither party shall accrue any further obligations under this
Lease as of the effective date of such early termination;provided,however, the obligations of a
party that are expressly stated in a provision of this Lease as surviving expiration or sooner
termination thereof shall continue in accordance with the terms of that Lease provision.
32. Notices. All notices required to be given to each of the parties hereto under the
terms of this Lease shall be given by depositing a copy of such notice in the United States mail,
postage prepaid and certified,return receipt requested or reputable overnight courier,to the
respective parties hereto at the following address:
Lessor: Joslin Field,Magic Valley Regional Airport
c/o City of Twin Falls
P.O.Box 1907
Twin balls, Idaho 83303-1907
Lessee: Delta Air Lines,Inc.
Managing Director-Properties
Department 877
1030 Delta Boulevard
Atlanta,GA 30354
or to such other address as may be designated in writing and delivered to the other party. All
notices given by certified marl shall be deemed completed as of the date of mailing.
33. Bindin Effect. The terms of this Lease shall inure to the benefit-of,and bind the
assigns and successors in interest of,the respective parties hereto.
AIRPORT LEASE AGREEMENT AIRLINE -10
34. Governing Law. The parties agree that the laws of the state of Idaho shall
govern the interpretation of this Lease.
35. Entire Agreement, This Lease constitutes the entire understanding between the
parties and supersedes all prior agreements or understandings between the parties relating to the
subject matter hereof. Any modifications or amendments to this Lease must be made in writing and
signed by both parties, except modifications authorized under Section 5 of this Lease which will
become effective upon compliance with the terms stated therein,
IN WITNESS WHEREOF,Lessor and Lessee have executed this Airport Lease
Agreement, as of,but not necessarily on,the day and year first above written.
LESSOR: LESSOR:
City of Twin Falls,Idaho, Twin palls County
a municipal corporation,
B / � y
Rath Pierce Don Hall
Mayor, City of Twin palls,ID Chairman,Twin Falls County
Board of Commissioners
LESSEE:
Delta Air Linen,Inc.
By •''°
Flank Moody,Ge ral M srger
AIRPORT LEASE AGREEMENT—ATR.LINE -11
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EXHIBIT B
Maintenance Matrix
ILE Baggage Arc./Offiee/Ticicet Counter
The following information pertains to property within the premises
Lessee Responsibility i
Lessee shall keep all of the systems and utilities pertaining to the Premises, in first
class repair,operating condition,working order and appearance,and in form and function I
for which the systems, utilities and features was designed. The Magic Valley Regional
Airport shall not have any responsibility for maintenance,repair,or replacement of any
system or utility,or on the leased premises unless expressly stated in this Maintenance
Matrix. All items not expressly assigner!to Ilse Lessors in the Maintenance Matrix and
all repairs or maintenance necessitated by the negligent or intentional act or onsissiois
of Lessee or Ilse employees, agents or contractors of Lessee, are the exclusive
responsibility of Lessee in accordance with the requirement set forth above and in the
Lease.
Maintained By:
Lessors Tenant
t. CUSTODIAL SERVICE
1.1. Windows—interior and exterior
1.2. Carpets within leased space a
1.3, Interior walls,ceilings,floors
1.4. Trash collections,hauling&recycling including ��
paved areas within Premises
1.5. Trash collection (leased Premises) I
1.6. Trash collection (Common Areas)
2. ELECTRICAL SYSTEMS
2.1. Primary electric service, up to and including the El
main electrical panel.
2.2. Power from the main electrical panel throughout______
leased space, including conduit and wiring, sub-panels,
power outlets,switches and all interior lamps 1
2.3. Exterior area lighting to include wiring and ® El
lighting fixtures
2.4, Exterior APU wiring and plugs
2.5. Baggage belt and small appliances rz;;i F"1
3. FIRE SYSTEM
3.1. Aixpotort installed alarm and detection system units
3.2. Additional fire system components due to tenant ❑ rn
uses of space and any additions or modifications needed
due to tenant changes in use or construction
4. H.V.A.0
y.1. Affixed heating,ventilation, air conditionin.- � ❑
system and associated controls to include central system
5. SIGNAGE
5.1. Regulatory/traffic control ® ❑
5.2. Non-regulatory/traffic control ❑
5.3. Building identification and directory ® ❑
6. STRUCTURE
6.1. Exterior: components to include roofs, siding, ® ❑
gutters,drains, walkways, fascia, exterior doors,
including overhead doors
6.2. Interior structural components of interior walls ® ❑
Including demising fencing and walls, and overhead
cargo doors (not including damage caused by tenants)
6.3. Interior leased Premises to include,ceilings,walls ❑
and floors (including water proofing and sealing of all
floor penetrations)
6.4. All interior and exterior locks ® ❑
6.5. Ticket counters/maintenance and modifications ❑
7. WATER SYSTEMS I GROUND UTILITIES i
7.1. Storm sewers and sanitary sewers. ❑
7.2, Utility fixtures(sinks, toilets;fountains) ❑ IeN
7.3. Piping within the tenant's lease space ® ❑
7.4. Cold water pipe insulation ® ❑
7.5. Water heater ® ❑
7.6. Floor penetrations including scales ❑
7,7. Backflow prevention devices and potable water system ® ❑
8. AREA AND GROUNDS
8 Farktrfg lot-snow removal-on-Port-property--
Excluding walkways and leas4ed space on airfield side of
building
8.2. Parking lot power sweeping on Port priority ❑
8.3. Landscaping; Pori authorized landscaping(zoning ® ❑
upgrades)
8.4. Maintenance of all paved area including striping, ® ❑
Crack seal and overlays
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