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HomeMy WebLinkAbout1997-12-19 Airport Lease Agreement SPR LEASE AGREEMENT { F=f tV •o I V BETWEEN THE LAWRENCE MUNICIPAL AIRPORT COMMISIO. AND GREATER BOSTON CHAPTER 106, EXPERIMENTAL AIRCRAFT ASSOCIATION This Lease Agreement (the Agreement) having an effective date of July 9, 1997, between the Lawrence Municipal Airport Commission, a public agency duly created by the . City of Lawrence, Massachusetts, and acting pursuant to the statutory powers set forth under Massachusetts General Laws, Ch. 90, Secs. 51D through 51N, inclusive, as the same may have been amended (the Lessor), and having its usual place of business at the Lawrence Municipal Airport with a Post Office Address of 492 Sutton Street, North Andover, Massachusetts 01840 and Greater Boston Chapter 106, Experimental Aircraft Association, a non-profit corporation duly organized under the laws of the Commonwealth of Massachusetts having a mailing address of 7 Fairmont Street, Winchester, Massachusetts, 01890 (the Lessee). Lessor is the proprietor of an airport known as the Lawrence Municipal Airport located in the Town of North Andover, Essex County, Massachusetts, (the Airport). Lessor has the right and authority to grant the leasehold interests in the land at the Airport; Lessee desires to construct a 48 foot by 57 foot hangar to serve the avocational and educational pursuits for which the chapter was founded, to serve a shop and a storage facility. Lessee desires to build on site comprised of a total of eight thousand, three hundred and seventy (8,370) square feet of ground space, more particularly depicted in Exhibit "A" attached hereto. Now, therefore, in consideration of the covenants and conditions herein contained, the Lessor and Lessee agree as follows: 1. PRE ES Area "A" as described in Exhibit A and as shown on the property sketch made part of Exhibit A comprising 8,370 square feet. 2. DATE OF OCCUPANCY The effective date of occupancy for the purposes of this Agreement is July 9, 1997. 3. TERM This Lease shall be held by the Lessee for a term of five (5) years, with an option to renew at the end of five years, Such option must be exercised by the Lessee at least one month prior to the expiration oft the original five (5) year term and the exercise of such.option must be approved by the vote of a majority of. the Lawrence Municipal: Aiirport Commission, Said Commission will not unreasonably withhold such approval. 4. BASE RENT The Lessee shall rent this 8,370 square foot premises from the Lessor at a rate of$,15 per square foot, for an annual rent of$ 1,255.55. This rent shall be payable in twelve equal installments of $104.63, due and payable on the first day of each month. Base rent shall become due and payable on the date that the actual permit of occupancy is issued for the month following.that date, or January 1, 1998, whichever occurs first. This amount shall be referred to as the "Base Rent". 5. RENT AD USTMENT The base rent, at the discretion of the Lessor, shall be subject to review and adjustment on the third (3rd) anniversary of the effective date of the Agreement and every three (3) years thereafter during the term of the Agreement. For each such three (3) year period, the Base Rent, if adjusted, will be adjusted by multiplying the initial Base Rent by a fraction (so long as the fraction is more than the whole number one (1), the numerator of which will be the Price Index as of the month preceding the period or which the rent is being calculated and the denominator of which will be the Price index as of the first month of the Agreement. As used in this Agreement, the term Price Index means the "Consumers' Price Index - US Average (AIl Cities) All Urban Consumers, 1967- 1001 I published by the Bureau of Labor Statistics of the United States Department of Labor, or if the publication of the Consumers' Price Index is discontinued, a comparable index which clearly reflects the diminution of the real value of the rent herein provided for. 6. TAXES The Lessee shall pay as additional rent all real estate taxes assessed upon any structure or improvements upon the Leased Premises. The Lessee shall pay all sales, use and excise taxes due as a result of its business conducted on the premises, and personal property taxes, if any, assessed against its personal property on the Premises, 2 �. fi E 7. USE OF THE LEASED PREMISES ' Lessee has the right to use the Leased Premiscs for the following purposes and activities, including those incidental and directly needed to accomplish such purposes, and for none other: a) To manage, operate, and maintain an aircraft hangar building or buildings on the leased property. Any demolition, substantial reconstruction, addition, or expansion to the building which exists at the effective date of the Agreement is subject to review and approval of the Lessor, subsequent to submission by the Lessee, of certified plans and/or drawings to the Lessor. Approval will be by a majority vote of the Lessor at a scheduled, publicly noticed meeting held at the Lessor's business offices Iocated at 492 Sutton Street, North Andover, MA or other location so publicly announced. b) Lessee has the right, at the Lessee's expense, to construct, maintain, replace, and use utility lines, including, but not limited to ', wires, poles, cables, pipes, and drains, on, above, or under the Leased Premises and other land of the Lessor for the purpose of providing utilities, water, sewers, and other amenities or conveniences to the Leased Premises, at locations to be approved by the Lessor. Such approval will not be unreasonably withheld. c) Lessee may offer, grant, sell, exchange, license or assign individual hangars and/or the right to the use and occupancy of individual hangars to others, provided that, as a condition of sale, grant, assignment, or license , notice thereof shall be given to the Lessor and each such buyer, grantee, assignee, or licensee agrees in writing to conform to the provisions of this Lease just as such provisions are applicable to Lessee, except as to payment of rent, which shall remain the responsibility of the Lessee, and the Lessee shall not thereby be relieved from any of its other obligations hereunder. d) It is expressly understood and agreed that approval herein of the transfer of a right to possession of an individual hangar by the Lessee to another does not and will not, without the express written consent of the Lessor, include the right of any buyer, grantee, assignee or licensee to conduct any commercial aeronautical or other commercial activity, except the right to hangar an aircraft in the building. However, the storage of aircraft owned by a Fixed Base Operator on the Airport, recognized as such by the Lessor and which aircraft is used for lawful commercial purposes, shall be deemed a permissible use of the hangar. e) Lessee agrees to use leased premises only in a manner which conforms with the laws of the Commonwealth of Massachusetts. f) Occasional fund raising activities such as plane wash, pancake breakfast, and aviation flea market with suitable prior notice. 3 $. LAWFUL CONDUCT During the term of the Agreement, Lessee shall. comply with,:all: laws,.'ordinances, r11.ules; and regulations relating:to. the Lawrence-Mhnic, ' 'I Airport afid 'its facilities adopted of promulgated by Lessor or any other public agency, authority, jurisdiction over the Airport or the conduct and operation of itsfacilities.or r governmental body having The Lessee shall have the right, in common with others, to use the airport facilities, including taxiways, lighting facilities and landing facilities, without additional rent, unless expressly assented to by the parties to the Agreement. Lessee shall not conduct or permit any activity which is unlawful, improper, offensive, or contrary to any laws, regulations, or statutes of the United States of America, Commonwealth of Massachusetts, City of Lawrence, or Town of North Andover. The Lessee shall not use, nor permit the use, of the leased property for any purpose which will cause a cancellation of any insurance policy covering any building located on the leased property. The Lessee shall not use or permit the use or sale of any article, substance, or product which may be prohibited by any of the foregoing restrictions or by any standard form of insurance policy, Lessee recognizes that as a not-for-profit corporation it may be subject to additional restriction under chapter 180 and the other laws of this Commonwealth. Lessee agrees to comply with all such laws as they effect this tenancy. The Lessee shall, at no cost to the lessor, comply with all requirements pertaining to the Premises, necessary for the maintenance of insurance covering any building or appurtenance at any time located on the leased property. The Lessor makes no guarantee, warranty, or representation that the leased property is fit for the uses they may be put by the Lessee, or of any other uses or purposes whatsoever. 9. NSURANCE The Lessee shall, at its own cost, insure the leased Property against loss or damage by fire or other casualties in an amount not less than the full insurable value, The Lessee shall, at its own cost, secure and maintain, during the term of the Agreement, comprehensive public Iiability insurance, insuring both Lessee and Lessor, against claims for injury to persons or property sustained by anyone while in or on the leased property with such coverage for personal injury to be not less than $500,000 per person and $1,000,000 per accident and $100,000 for property coverage. Certificates of insurance of all such policies will be filed with the Lessor, and the policies will provide for no cancellation of the policy without ten days prior notice to Lessor. Cancellation of any policy, as a result of failure, by the Lessee, to pay the required premium will be considered a breach of the Agreement. Policies will be in insurance companies authorized to do business in Massachusetts, All such liability insurance with respect to the premises shall be maintained in the name of both Lessee and Lessor with Lessor named as an additional insured. Certificates of insurance of all such policies shall be filed with the City Clerk of Lawrence and the Airport Commission. The Lessee shall indemnify and hold the Lessor Harmless from any negligent act or negligent omission by the Lessee, except those arising,from the negligence, willful or wanton actions of the Lessor. The Lessor shall give the Lessee timely written notice of any claim made or suit instituted against the Lessor which hi any way results in indemnification hereunder, and the Lessee shall have the right to compromise the same, or participate in the same to the extent of its own interest. 10. SPECIAL PROVISIONS Z The Lessee hereby agrees that any bylaws, regulations, or other governing documents of any corporation, trust, partnership, association or other entity which comprises the organization of owners and occupants of the hangars on the leased property are subject to the review and approval of the Lessor insofar as the same may relate to the use and occupancy of the land leased to the Lessee hereunder, which review and review and approval will not be unreasonably withheld. 11. COVENANT OF THE LESSEE The Lessee shall: Pay the Base Rent, and other charges specified in the Agreement when the same are due, without notice, Comply with all Federal, State, and Municipal agencies having jurisdiction over the Leased Premises and secure the required permits and licenses from the agents of these entities when necessary in order for the Tenant to carry out its contemplated and intended purposes. Allow the Lessor and its agents access to the Leased Premises at all reasonable times for general inspection for whatever purpose and to verify compliance with the provisions of the Agreement. Provide for the upkeep and maintenance of the Leased Premises and the buildings located thereon, as required by the Lessor. Comply with all the covenants and agreements herein contained. S 12. COVENANTS OF THE LESSOR The Lessor shall: Have the full right to Iease the Leased Premises for the term agreed upo Commission and detailed in n by the the Agreement. Allow occupancy of the Leased Premises by the Lessee without hindrance or obstacle as long as the Lessee is in compliance with the terms of the Agreement. r Have the right to pass and re-pass on the Leased Premises as needed from time to time, on foot or by motor vehicle. 13. SIGNS Lessee has the right to install, maintain, and replace signs on the Leased Premises which advertise the location and services of the Leased Premises, subject to the prior approval of the Airport Commission as to size, number, materials, and design all in accordance with applicable municipal, state, and federal rules and regulations, which approval shall not be unreasonably withheld. 14. DEFAULTS In the event of the occurrence of any of the following events: (1) An assignment by the Lessee for the benefit of creditors other than an encumbrance to secure a loan; (2) A sale of the interest of Lessee in the Leased Premises under execution or other civil litigation process; (3) Failure to pay an installment of rent when due and such failure to pay continues for fourteen (14) days after Lessee's receipt of written notice from the Lessor; (4) Failure to perform or observe any requirements of the Agreement and any such failure continues for thirty (30) days after Lessee's receipt of written notice from the Lessor which specifies the nature and extent of the failure (breach); In the event of any such occurrence as specified herein, the Agreement, at the option of the Lessor, terminates, and the occurrence of such an event operates as a Notice to Quit, all other such Notices to Quit are waived by the Lessee. The Lessor may then enter and take possession of the Leased Premises and maintain actions for all remedies available and permitted by the General Laws of the Commonwealth of Massachusetts. 15. ASSIGNMENT AND SUBLETTING During the term of the Agreement, the Lessee shall not assign the Agreement, nor shall the Lessee sell, sublease, or assign its business, buildings, or other facilities, or any part thereof, of the Leased Premises, except with the prior written approval of the Lessor: Subject to such 'prior approval by the Lessor, any assignment, sublease, or other activity as described above, will bind the purchaser or sublessee, who shall agree with the Lessor to be bound by all the terms of the Agreement, 1 16. TERM__ INATION Lessor may terminate the Agreement upon breach Eby the Lessee of any of the provisions contained in the Agreement, provided that such breach continues without being remedied by the Lessee for a period of more than thirty (30) days after receipt of written notice from Lessor with respect to such breach. Lessee may terminate the Agreement upon breach of any material condition of the lease by the Lessor which the Lessor has not commenced to cure for a period of more than sixty (60) days after receipt of written notice from Lessee with respect to such breach. Upon termination of the Agreement for any cause, the Lessee shall remove its buildings from the Leased Premises and deliver up the Leased Premises to the Lessor in the approximate original condition of the Leased Premises. If Lessee fails to comply with the Agreement to remove its buildings and other structures from the Leased Premises, Lessor may give thirty (30) days written notice, mailed or delivered to Lessee at its place of business, of Lessor's intention to remove Lessor's buildings or other structures from the Leased Premises. Upon the expiration of the thirty days, if Lessee has not removed the buildings or structures, Lessor may remove them and cause them to be sold. The Lessor also reserves its complete legal rights to any appropriate action to enforce the terms and conditions of the Agreement. Lessor's right to damages for rent for the lease term shall continue should this lease beh terminated for cause. i 17. FEDER AL-A—VIATION ADMIN TRATI N REQUIREMENTS Nothing contained in the Agreement is to be construed to grant the Lessee an exclusive right to the use of the Lawrence Municipal Airport or any of its facilities within the meaning of Section 308 of the Federal Aviation Act of 1958, as amended, nor will anything contained herein be construed to prevent Lessor from entering into a similar Agreement with any other person, firm or corporation for operation as a fixed based operator at the Airport. The Agreement is subordinate to the provisions of any existing or future agreement between the Lessor and the United States of America relative to the operation or maintenance i of the Airport, the execution of which has been or may be required as a condition r eced the expenditure of federal or state funds for the past or future development of the Airport,ent Co During time of war or other national emergency declared by the President of the United States, Lessor shall have the right to lease the landing area and, other facilities of the Airport to the United States of America for ,military or naval use,for the' duration of such national emergency, The terms of the Agreement, insofar as they are inconsistent with the terms of any such agreement entered into with the United States of America, will be suspended during the period of such national emergency. Lessee shall have the option, at any time during such period of national emergency, of terminating the Agreement by giving Lessor six months advance notice of intention to terminate by certified mail. Lessee shall be relieved from all liability under the Agreement upon vacating the Leased Premises on the date of the termination and paying all rents and monies due up to and including that date. 18. FED E LLY REQUIRED O -DIS( RIMINATION PROVISIONS Lessee agrees that in the exercise of rights and privileges granted; the Lessee shall: a) Furnish and provide such services on a fair, equal, and nondiscriminatory basis to all members. The Lessee, for itself, its personal representatives, successors in interest, and assigns, does agree, as a covenant running with the land, that: (1) No person, on the grounds of race, creed, color, national origin, sex, age, or disability, can be excluded from membership or participation in, denied the benefits of, or otherwise be discriminated in becoming a member of the Lessee's Flying Club or in the use of the Lessee's facilities. (2) In the construction of any improvements on, over, or under the Leased Premises and the furnishing of services, no person, on the grounds of race, creed, color, national origin, sex, age, or disability can be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination. (3) The Lessee shall use the Leased Premises in compliance with all other requirements imposed 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 Acts of 1964, and as said .regulations may be amended. In the event of any breach of the above defined nondiscrimination covenants, the Lessor shall terminate the Agreement, and reenter and repossess the Leased Premises and facilities constructed upon them, subject to the provisions of this Agreement. y 19. USE OF THE AIRPORT The Lessee and its agents, who lawfully use the Airport in compliance with the provisions of this Agreement and the Airport rules and regulations as amended from time to time, are granted the use of the Airport,;in common with others who are duly authorized. The, use constitutes all facilities, equipment; improvements, and services which have` been, or hereafter are provided 'at the Airport from time to time. This use includes, but is not limited to, the landing areas and any extensions or additions to the landing area, the roadways, aprons, taxiways, floodlights, landing lights, beacons, signals, radio aids, and all other conveniences for flying, landing, or departing, subject to the regulations and control of the Lawrence Municipal Airport Commission. 20. IN RE S AND EGRESS Lessee shall have the full right of ingress and egress to the Premises and the facilities referred to in the Agreement. This right extends to all employees, passengers, customers, guests, and invitees of the Lessee. 21. AGENCY Lessee shall not act as agent, servant, or employee of the Lessor any time during the term of the Agreement. 22. RIGHT TO IMPROVE ALTER OR REPAIR Lessor reserves the right to make improvements, alterations, renovations, changes, and repairs to the Airport as the Lessor may deem as necessary. Lessee agrees to make no claim against the Lessor for interference with the Lessee's leasehold interest or for the loss or damage to its business during such improvements, alterations, renovations, changes, or repairs. The Lessor shall not be liable to the Lessee or its agents, representatives, or employees for any injury to persons or damage to property resulting from the sinking or settling of the Leased Premises or from any change in the physical conditions of the Leased Premises due to the elements, erosion, or deterioration. 12. MAINTENANCE The Lessee shall: (i) keep reasonably free from encumbrances all surfaced roadways, walks, taxiways, loading, unloading, and parking areas which are part of or which service the leased premises keep reasonably clear of dirt, snow, and ice, all such roadways, walks, and areas. keep the Leased Premiscs reasonably cleats and neat. 24. NQTICE Notwithstanding anything in this Agreement to the contrary, any notice, demand, offer, or other written instrument (Notice) required or permitted to be given, made, or sent under this Agreement must be in writing, signed by the Party giving such Notice or its agent. Notice must be sent, postage prepaid by Registered or Certified Mail, Return Receipt Requested, addressed as follows: For Le sor• Lawrence Municipal Airport Commission 492 Sutton Street No. Andover, MA 0 1 845 ATTENTION: Commission Chairman With,aCopy to:. City Attorney Lawrence City Hall 200 Common Street Lawrence, MA 0 1 840 ATTENTION: Carol Hajjar McGravey, Esq. For Lessee: EAA c/o Edwin A, Dokus, President 7 Fairmont street Winchester, MA 01890 With a copy to: The Corporation's Attorney, if address for same is provided to i Lessor by Lessee. Any party may change its address set forth in this section by giving Notice to the other party in accordance with the Agreement. in 25. RECORDING OF THE AGREEMENT A memorandum of the A reement in statutory form may be recorded g, , . y y by the Lessee or Lessor,'. and all charges attributed to the recording are to be paid by the Party doing the recording. b) Holdover: Should Lessee, or any of its successors, hold over the Leased Premises, unless otherwise agreed in writing, such holding constitutes a tenancy at will from month to month only, and all existing terms of the Agreement remain in effect. C) A r�g eement . The Agreement contains all the terms and conditions made between the parties and is the entire embodiment of the understanding between the parties. The Agreement must not be altered or modified except by concurrence of they arties in writing signed by the parties or their respective successors in interest. d) Bindin Effect., All of the covenants, conditions and obligations herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties. 26. MISS-C—ELANEOUS a) Severability: Every term contained in the Agreement is construed to be a separate and independent term. Except as otherwise agreed in writing, the breach of any term contained in the Agreement by either party does not discharge or relieve the other party from its obligation to perform any other term of the Agreement. SIGNED: LAWRENC MU , fCIPA AIRPO OMMIS ON, Lessor By: i, Chairma GREATER BOSTON CHAPTER 106, EXPERIMENTAL AIRCRAFT ASSOCIATION , Lessee Approved as to Form I By: - '-� City Atforney f44Y 1