Westside Aviation Tract W-3 Development on DeKalb Peachtree Airport

DeKalb County Department of Purchasing and Contracting JUNE 28, 2021 REQUEST FOR PROPOSALS (RFP) NO. 21-500588 FOR WESTSIDE AVIATION TRACT W-3 DEVELOPMENT ON DEKALB PEACHTREE AIRPORT Procurement Agent: Jovan Hooper Phone: (404) 371-3644 Email: jhooper@dekalbcountyga.gov Mandatory Pre-Proposal Virtual Conference and Virtual Site Visit: Wednesday July 21, 2021 at 2:00PM EST Zoom: https://dekalbcountyga.zoom.us/j/87535832783 Password: 450082 Please utilize audio conferencing if you are unable to access the Zoom Meeting, dial: 1-888-270-9936 Conference code 231079 Deadline for Submission of Questions: 5:00 P.M. ET, Friday July 30, 2021 Deadline for Receipt of Proposals: 3:00 P.M. ET, Friday August 13, 2021 THE RESPONSIBILITY FOR SUBMITTING A RESPONSE TO THIS RFP TO THE DEPARTMENT OF PURCHASING AND CONTRACTING OF DEKALB COUNTY

GOVERNMENT ON OR BEFORE THE STATED DATE AND TIME WILL BE SOLELY AND STRICTLY THE RESPONSIBILITY OF THE RESPONDER. __________________________________________________________________________________________________ _____________________________________________________________________________________________________________________________________________________________ TABLE OF CONTENTS Section Title Page I. Introduction ..................................................................................................................................... 3 II. Scope of Work ................................................................................................................................. 4 III. Proposal Format .............................................................................................................................. 6 A. Revenue Proposal ....................................................................................................................... 6 B. Technical Proposal...................................................................................................................... 6 C. Local Small Business Enterprise Ordinance ............................................................................... 8 D. Federal Work Authorization Program ........................................................................................ 8 IV. Criteria for Evaluation ..................................................................................................................... 9 V. Contract Administration .................................................................................................................. 9 A. Standard County Contract .......................................................................................................... 9 B. Submittal Instructions ................................................................................................................. 9 C. Virtual Mandatory Pre-Proposal Conference and Site Visit..................................................... 10 D. Questions .................................................................................................................................. 10 E. Acknowledgement of Addenda ................................................................................................. 10 F. Proposal Duration...................................................................................................................... 10 G. Project Director/Contract Manager .......................................................................................... 10 H. Expenses of Preparing Responses to this RFP ......................................................................... 11 I. Georgia Open Records Act ....................................................................................................... 11 J. First Source Jobs Ordinance ..................................................................................................... 11 K. Business License ...................................................................................................................... 11 VI. Award of Contract ......................................................................................................................... 13 Attachment A. Revenue Proposal ................................................................................................. 15 Attachment B. Proposal Cover Sheet ............................................................................................ 17 Attachment C. Contractor Reference and Release Form .............................................................. 18 Attachment D. Subcontractor Reference and Release Form ......................................................... 19 Attachment F. Sample County Lease without Fuel Farm ............................................................. 20 Attachment G. Responder Affidavit .............................................................................................. 65 Attachment H. First Source Jobs Ordinance Acknowledgement .................................................. 66 Attachment I. Exceptions to the Standard County Contract, if any ............................................. 79 Attachment J. Lease Survey of Lease Tract – Parcel W-3 ……….……….. .............................. 80 Attachment K. DeKalb Peachtree Airport Lease Tract - Parcel W-3 Legal Description…………………………...…………………….. .............................................81 Attachment L. Report of Subsurface Exploration and GeoTechnical Engineering Evaluation…………………………………….. .............................. 82 Attachment M. Stormwater and Erosion Control Report for DeKalb Peachtree Airport (PDK) Westside Development Program……………………………………………………. .............................. 83 Page 2 of 83 __________________________________________________________________________________________________ _______________________________________________________________________________________________________________________________________________________ DeKalb County Department of Purchasing and Contracting Maloof Administration Building, 1300 Commerce Drive, 2nd Floor, Decatur, Georgia 30030 JUNE 28, 2021 REQUEST FOR PROPOSAL (RFP) No. 21-500588 FOR WESTSIDE AVIATION TRACT W-3 DEVELOPMENT ON DEKALB PEACHTREE AIRPORT DEKALB COUNTY, GEORGIA DeKalb County Government (the County) requests qualified individuals and firms with experience in design, construction and management of businesses directly related to aviation to submit proposals for Westside Aviation Tract W-3 Development (the Project) on DeKalb Peachtree Airport. I. INTRODUCTION A. DeKalb Peachtree Airport (PDK) is the second busiest airport in Georgia in its number of annual operations or takeoffs and landings. PDK is classified in the National Plan of Integrated Airport Systems (NPIAS) as a General Aviation reliever airport for the Atlanta metropolitan area. B. The Project consists of approximately 0.4247 acre (18,500 square feet) of unimproved property on the west side of the Airport with access to Taxilane Lima. C. The County has signed certain Grant Assurances and Certifications with the Federal Aviation Administration (FAA) for the receipt of federal funds. In doing so, property designated as “airport property” is to be used primarily for those projects supporting “direct aeronautical” activities. Direct aeronautical activities involve all those functions normally associated with actually basing, housing, and maintaining an aircraft or multiple aircraft on airport property. D. The following Required Documents Checklist includes a list of attachments which MUST be completed and returned with Responder’s technical proposal: Required Documents Attachment Revenue Proposal Form (1 copy, separate & sealed) A Proposal Cover Sheet B Contractor Reference and Release Form C Subcontractor Reference and Release Form (make additional copies as needed) D Responder Affidavit G First Source Jobs Ordinance (with Exhibits 1 – 4) H Exceptions to the Standard County Contract, if any I A. The services shall commence within ten (10) calendar days after acknowledgement of receipt of written notice to proceed and shall be completed within 730 (two (2) years) calendar days. Page 3 of 83 II. SCOPE OF WORK A. The County desires proposals for the lease of Tract W-3 of undeveloped Airport property to be used for direct aeronautical activities. Refer to Attachment J, Lease Survey of Lease Tract – Parcel W-3 DeKalb Peachtree Airport dated April 9, 2021 by Atwell, and Attachment K, DeKalb Peachtree Airport Lease Tract W-3 Legal Description for the proposed layout and an overview of the unimproved Airport property. The undeveloped parcel is physically located at 3885 Clairmont Road, Chamblee, Georgia 30341. 1. The proposed project shall include but is not limited to proposed project design, construction, management, operation and maintenance of an aircraft hangar/hangar complex and must include the most current hangar structure technology and all details regarding the proposed hangar structure. 2. The proposed hangar development must include hangar doors facing east and must be constructed to hangar aircraft no larger than a Pilatus and with a wing span of 53 feet and height of 15 feet. The hangar doors, when opened, must remain within the leasehold. 3. Successful Lessee is required to submit a 7460-1 to the Federal Aviation Administration (FAA) Office of Obstruction Evaluation/Airport Airspace Analysis (OE/AAA) and must receive a favorable determination prior to commencing construction. A previous 7460-1 on adjacent parcels with a height limitation of 50 feet received a favorable determination. 4. The County has determined that a fuel facility will not be constructed on Lease Tract W-3. 5. The description must include, but not be limited to the following: a) Terminal/Office bay b) Hangar aircraft support systems c) Ramps/aprons, and d) All available information. B. Responders shall provide Lease Rate per Square Foot on the Revenue Proposal Form, attached and identified as Attachment A to this RFP. The minimum rate of leased property is forty-five cents ($.45) per square foot. The Lease Rate per Square Foot is based on parcel size. C. Lease may be on a long-term basis, i.e. twenty (20) years, or more, depending upon the proposed project. Project may include but is not limited to the capital improvements proposed to be made to the Property. D. The County desires the result of the project to be all-inclusive from the architectural design to fit the property, through construction and issuance of a Certificate of Occupancy (CO) issued by the City of Chamblee, Georgia. Page 4 of 83 E. Lessee shall be responsible for the rate per square foot from the execution date of the Lease until such time as construction is completed, the CO is issued, and an actual metes and bounds survey is conducted by the Lessee that more accurately defines the exact property boundaries. The minimum rate of leased property shall be forty-five cents ($.45) per square foot. The lease when executed shall be a “triple net” lease for the Airport Enterprise wherein the Lessee is responsible for all maintenance, routine and/or emergency, of all facilities and capital improvements, maintenance of insurance, regular and unscheduled / unforeseen /emergency maintenance on any part of the facility, capital improvements, ramps, parking areas, access control gates, etc. F. The actual metes and bounds survey will be added to the final Lease by amendment, subject the approval of the County Board of Commissioners. The lease rate will then be adjusted accordingly by Lease Amendment citing the final survey plat information. Lessee shall be responsible for all costs associated with the metes and bounds survey. G. All permits shall be obtained for construction no later than 180 calendar days from the effective date of the Lease Agreement. Date of Lease shall be the date that the Lease is executed by the County and is the same date or a subsequent date to the date that the Lease is approved by the County Board of Commissioners. The actual construction of hangar and/or all facilities associated with this Project shall be completed within 550 calendar days after issuance of construction permits. The City of Chamblee is the permitting authority. Responders shall include with the Technical Proposal a proposed timeline for construction and progress reporting. Progress reporting will be audited through specific requirements set forth in the Lease. (Refer to Attachment F, Sample County Lease without Fuel Farm). H. All improvements, construction, renovations and long-term maintenance of any new facility shall be representative of similar existing and new construction projects currently existing on the Airport. I. Specific cost estimates for all proposed improvements must be provided in the Revenue Proposal Form (Attachment A to RFP). All responders shall submit detailed milestone schedule with itemized cost estimates as an attachment to the Revenue Proposal Form. Failure to attach detailed milestone schedule in the Revenue Proposal with itemized cost estimates for all proposed improvements shall render the proposal non-responsive. J. Successful Responder shall comply with all current code requirements in regards to improvements to all parts of the leasehold area, in accordance with the terms of the Lease (Refer to Attachment F, Sample County Lease without Fuel Farm. Site shall be subject to performance inspection(s) by the Airport Director and/or his designee. K. Easements are available for review at DeKalb Peachtree Airport, 212 Administration Building, 2000 Airport Road, Atlanta, Georgia 30341. L. Report of Subsurface Exploration and Geotechnical Engineering Evaluation Westside Development and Future Hangar Expansion, is enclosed as Attachment L and is incorporated herein by reference. Any additional geotechnical work will be the responsibility of the responder. M. Stormwater and Erosion Control Report for DeKalb Peachtree Airport (PDK) Westside Development Program January 2012 REVISED February 2012, is enclosed as Attachment M and Page 5 of 83 is incorporated herein by reference. Stormwater runoff has been accounted for on the site and no additional stormwater devices are anticipated. N. DeKalb County and DeKalb Peachtree Airport shall be responsible for the following: 1) Access road O. The successful Lessee shall be responsible for the following: 1) Maintenance of parking lot (number of spaces to be determined by Lessee based on hangar footprint) 2) Existing ramp 3) Compliance with Storm Water Protection Plan (Reference Attachment M Stormwater and Erosion Control Report) 4) All permitting, utilities location and connections; and 5) All legal and regulatory requirements. III. PROPOSAL FORMAT Responders are required to submit their proposals in the following format: A. Revenue Proposal 1. The Revenue Proposal Form must be submitted in a separate, sealed envelope with the responder’s name and “Revenue Proposal for RFP No. 21-500588 for Westside Aviation Tract W-3 Development on DeKalb Peachtree Airport” on the outside of the envelope. 2. The sealed envelope containing the revenue proposal is requested to be included in the sealed package containing the technical proposal. 3. DO NOT INCLUDE FEES OR COSTS IN ANY AREA OUTSIDE OF THIS REVENUE PROPOSAL. Including fees in any area outside of the Revenue Proposal in its separate, sealed envelope may result in Responder’s proposal being deemed non-responsive. 4. Responders are required to submit their costs on Attachment A, Revenue Proposal Form. Responder shall not alter the revenue proposal form. B. Technical Proposal DO NOT INCLUDE ANY COSTS OF ANY KIND IN THE TECHNICAL PROPOSAL OR ON THE DISCS CONTAINING THE TECHNICAL PROPOSAL. 1. Technical Proposals must be submitted in a sealed envelope(s) or box(es) with the responder’s name and “Request for Proposals No. 21-500588 for Westside Aviation Tract W-3 Development on DeKalb Peachtree Airport” on the outside of each envelope or box. 2. Responder shall complete Attachment B, Proposal Cover Sheet, and include this as the first page of the technical proposal. Page 6 of 83 3. Technical Approach: a. Describe the procedures and methods that will achieve the required outcome of the project as specified herein; i.e., lease of property for direct aeronautical use, such as an aircraft hangar/hangar complex that supports direct aeronautical activity. b. Describe and include details regarding the proposed type of hangar structure. Description shall include, but not be limited to current hangar technology structure regarding: • Terminal/Office bay • Hangar aircraft support systems • Ramps/aprons c. Describe in detail your intentions for the use of an aircraft hangar/hangar complex. Is general storage for aircraft planned? d. Describe how you plan to maximize space and resources in your proposed hangar. e. Describe in detail how the proposed Lease will impact DeKalb County. f. Discuss “Curb Appeal.” Define how the proposed improvement will look and how appealing the appearance will be to the neighborhood and on the airport. g. Describe in detail all improvements to any and all parts of the existing leasehold area. h. Describe facility development and management of operations. i. Include a listing of the County’s responsibilities and the Responder’s responsibilities required to complete the project. j. Provide a project schedule at the task level starting with the receipt of the Notice to Proceed and ending with project completion. 4. Project Management (applicable to design, construction and Lessee's project management during the term of the lease): a. Describe how the project will be organized and managed; b. Describe progress reporting procedures for the project; c. Include the anticipated use of subcontractors or vendors; and d. Describe the resources necessary to accomplish the purpose of the project. e. Explain in detail how risks associated with the project will be mitigated. 5. Organizational Qualifications: a. Describe Responder’s experience, capabilities and other qualifications for this project. Include the development of similar projects of same size or scope. b. Provide your history of tenant/landlord working relationships at other locations. c. Provide your conflict resolution process with landlords and customers. d. How many years has Responder operated under current company name? e. Has Responder ever been debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency from doing business with the Federal Government? f. Include an audited financial statement for the last three (3) years. g. Responders shall provide three (3) references for projects similar in size or scope to the project specified herein using the Contractor Reference and Release Form attached hereto as Attachment C. 6. Personnel (applicable to design, construction and Lessee's personnel during the term of the lease): a. Identify the individuals who will be part of the project team; Page 7 of 83 b. Include any outside personnel, such as subcontractors who will be performing services under the proposed Lease using the Subcontractor Reference and Release Form attached hereto as Attachment D. c. Provide detailed resumes of project managers, team members and subcontractors who will be directly working on the project. 7. Provide the following information: Are you a DeKalb County Firm? Yes/No. C. DeKalb First Ordinance (LSBE PARTICIPATION HAS BEEN WAIVED FOR THIS SOLICITATION) 1. It is the objective of the Chief Executive Officer and Board of Commissioners of DeKalb County to provide maximum practicable opportunity for all businesses to participate in the performance of government contracts. The current DeKalb County List of Certified Vendors may be found on the County website at http://www.dekalbcountyga.gov/purchasing/pdf/supplierList.pdf. 2. It is required that all responding Responders attend the mandatory LSBE meeting within two- weeks of the solicitation’s advertisement, and comply, complete and submit all LSBE forms with the Responder’s response to remain responsive. Attendance can be in person, via video conference and teleconference. Video conferencing is available through Skype/Lync. Instructions for attendance via video conference can be found on the County’s website at https://www.dekalbcountyga.gov/purchasing-contracting/dekalb-first- lsbe-program. 3. For further details regarding the DeKalb First Local Small Business Enterprise Ordinance, contact our LSBE Program representatives, at: DeKalbFirstLSBE@dekalbcountyga.gov or (404) 371-4770. D. Federal Work Authorization Program Contractor and Subcontractor Evidence of Compliance All qualifying contractors and subcontractors performing work with DeKalb County, Georgia must register and participate in the federal work authorization program to verify the work eligibility information of new employees. Successful responder(s) shall be required to register and participate in the federal work authorization program which is a part of Attachment F, Sample County Contract. In order for a Proposal to be considered, it is mandatory that the Responder Affidavit, Attachment G, be completed and submitted with responder’s proposal. Page 8 of 83 http://www.dekalbcountyga.gov/purchasing/pdf/supplierList.pdf https://www.dekalbcountyga.gov/purchasing-contracting/dekalb-first-lsbe-program https://www.dekalbcountyga.gov/purchasing-contracting/dekalb-first-lsbe-program IV. CRITERIA FOR EVALUATION The following evaluation criteria and the maximum points stated below will be used as the basis for the evaluation of proposals. 1. Cost (25 points) 2. Technical Approach to the Project (20 points) 3. Organizational Qualifications (20 points) 4. Project Management (15 points) 5. Personnel (10 points) 6. Optional Interview for Shortlisted Firms (10 points) - bonus The County reserves the right to conduct optional interviews with all responders or a short-listed group of responders. The Evaluation Committee may award a maximum of ten (10) points to each interviewed responder. If the County determines that it is in its best interest to develop a short list of responders for interview, it shall be based on the following calculation: Highest Responder Score – Interview Points = Short Listed Score. Example: 91 – 10 = 81. Any responder with a score of 81 or greater would be interviewed. V. CONTRACT ADMINISTRATION A. Standard County Contract The attached sample contract is the County’s standard contract document (see Attachment F), which specifically outlines the contractual responsibilities. All responders should thoroughly review the document prior to submitting a proposal. Any proposed revisions to the terms or language of this document must be submitted in writing with the responder’s response to the request for proposals. Since proposed revisions may result in a proposal being rejected if the revisions are unacceptable to the County, responders should review any proposed revisions with an officer of the firm having authority to execute the contract. No alterations can be made in the contract after award by the Board of Commissioners. B. Submittal Instructions One (1) original Technical Proposal stamped “Original” and seven (7) flash drives with each containing an identical copy of the Technical Proposal (do not include the Revenue Proposal on the flash drives); and one (1) original Revenue Proposal (see Section III.A. for additional instructions regarding submittal of Revenue Proposal) must be submitted to the following address no later than 3:00 p.m. on Thursday August 13, 2021. DeKalb County Department of Purchasing and Contracting The Maloof Center, 2nd Floor 1300 Commerce Drive Decatur, Georgia 30030 Page 9 of 83 Proposals must be clearly identified on the outside of the packaging with the responder’s name and “Request for Proposals No. 21-500588 for Westside Aviation Tract W-3 Development on DeKalb Peachtree Airport” on the outside of the envelope(s) or box(es). It is the responsibility of each Responder to ensure that its submission is received by 3:00 p.m. on the bid due date. The time/date stamp clock located in the Department of Purchasing & Contracting shall serve as the official authority to determine lateness of any response. The RFP opening time shall be strictly observed. Be aware that visitors to our offices will go through a security screening process upon entering the building. Responders should plan enough time to ensure that they will be able to deliver their submission prior to our deadline. Late submissions, for whatever reason, will not be evaluated. Responders should plan their deliveries accordingly. Telephone or fax bids will not be accepted. C. Virtual Mandatory Pre-Proposal Conference and Virtual Mandatory Site Visit A virtual mandatory pre-proposal conference and mandatory site visit will be held at 2:00 p.m. on the 21st day of July 2021 via Zoom. Interested responders are must attend and participate in the virtual mandatory pre-proposal conference and mandatory site visit. The mandatory site visit will be via a site map from Google Earth. For information regarding the pre-proposal conference and site visit, please contact Jovan Hooper at jhooper@dekalbcountyga.gov. D. Questions All questions concerning the Project and requests for interpretation of the Contract may be asked and answered at the pre-bid conference; however, oral answers are not authoritative. Questions must be submitted to Jovan Hooper, Procurement Agent, via email to jhooper@dekalbcountyga.gov, no later than close of business on Friday July 30, 2021. Questions and requests for interpretation received by the Department of Purchasing and Contracting after this date will not receive a response or be the subject of addenda. E. Acknowledgment of Addenda Addenda may be issued in response to changes in the RFP. It is the responsibility of the responder to ensure awareness of all addenda issued for this solicitation. Please acknowledge the addenda and submit to the Department of Purchasing and Contracting as requested. Responder may call Jovan Hooper at jhooper@dekalbcountyga.gov to verify the number of addenda prior to submission. Addenda issued for this project may be found on DeKalb County’s website, https://www.dekalbcountyga.gov/purchasing-contracting/bids-itb-rfps. F. Proposal Duration Proposals submitted in response to this RFP must be valid for a period of One Hundred Eighty (180) days from proposal submission deadline and must be so marked. G. Project Director/Contract Manager The County will designate a Project Director/Contract Manager to coordinate this project for the County. The successful responder will perform all work required pursuant to the contract under the Page 10 of 83 https://www.dekalbcountyga.gov/purchasing-contracting/bids-itb-rfps direction of and subject to the approval of the designated Project Director/Contract Manager. All issues including, payment issues, shall be submitted to the Project Director/Contract Manager for resolution. H. Expenses of Preparing Responses to this RFP The County accepts no responsibility for any expenses incurred by the responders to this RFP. Such expenses are to be borne exclusively by the responders. I. Georgia Open Records Act Without regard to any designation made by the person or entity making a submission, DeKalb County considers all information submitted in response to this invitation or request to be a public record that will be disclosed upon request pursuant to the Georgia Open Records Act, O.C.G.A. §50-18-70 et seq., without consulting or contacting the person or entity making the submission, unless a court order is presented with the submission. You may wish to consult an attorney or obtain legal advice prior to making a submission. J. First Source Jobs Ordinance The DeKalb County First Source Jobs Ordinance requires contractors or beneficiaries entering into any type of agreement with the County, including purchase orders, regardless of what they may be called, for the procurement or disposal of supplies, services, construction projects, professional or consultant services, which is funded in whole or part with County funds or County administered funds in which the contractor is to receive $50,000 or more in County expenditures or committed expenditures and recipient of urban redevelopment action grants or community development block funds administered in the amount of $50,000 or more make a good faith effort to hire DeKalb County residents for at least 50% of jobs using the First Source Registry (candidate database). The work to be performed under this contract is subject to the provisions of the DeKalb County First Source Jobs Ordinance. Please complete the First Source Jobs Ordinance Acknowledgement and New Employee Tracking Form included in Attachment H, First Source Jobs Ordinance (with Exhibits 1 – 4) and submit with the responder’s proposal. For more information on the First Source Jobs Ordinance requirement, please contact WorkSource DeKalb at www.worksourcedekalb.org or 404-687-3400. K. Business License Responder shall submit a copy of its current, valid business license with its proposal or upon award. If the responder is a Georgia corporation, responder shall submit a valid county or city business license. If the responder is not a Georgia corporation, responder shall submit a certificate of authority to transact business in the state of Georgia and a copy of its valid business license issued by its home jurisdiction. If responder holds a professional certification which is licensed by the state of Georgia, then responder shall submit a copy of its valid professional license. Any license submitted in response to this requirement shall be maintained by the responder for the duration of the contract. L. Ethics Rules Bidders are subject to the Ethics provision within the DeKalb County Purchasing Policy; the Organizational Act, Section 22A, the Code of DeKalb County; and the rules of Executive Order Page 11 of 83 http://www.dekalbworkforce.org/ 2014-4. Any violations will be addressed, pursuant to these policies and rules. To the extent that the Organizational Act, Section 22A, the Code of DeKalb County, and the rules of Executive Order 2014-4 allow a gift, meal, travel expense, ticket, or anything else of value to be purchased for a CEO employee by a contractor doing business with the County, the contractor must provide written disclosure, quarterly, of the exact nature and value of the purchase to the Chief Integrity Officer, if created, or the Finance Director or his/her designee. Every contractor conducting business with the County will receive a copy of these ethical rules at the time of execution of the contract. M. Right to Audit The County shall have the right to audit all books and records, including electronic records, relating or pertaining to this contract or agreement, including but not limited to all financial and performance related records, property, and equipment purchased in whole or in part with County funds and any documents or materials which support those records, kept under the control of the Contractor, including but not limited to those kept by the Contractor's employees, agents, assigns, successors and subcontractors. The County also has the right to communicate with Contractor's employees related to the audited records. The Contractor shall maintain such books and records, together with such supporting or underlying documents and materials, for the duration of this contract and for seven (7) years after termination or expiration, including any and all renewals thereof. The books and records, together with supporting documents and materials shall be made available, upon request to the County or its designee, during normal business hours at the Contractor's office or place of business. In the event that no such location is available, then the books, records, and supporting documents shall be made available for audit at a time and location which is convenient for the County. Page 12 of 83 VI. AWARD OF CONTRACT An evaluation committee will review and rate all proposals and shall determine if interviews are necessary. If interviews are conducted, firms will be scheduled for an oral presentation to the evaluation committee, not to exceed one hour’s duration, to respond to questions from the evaluation committee relevant to the firm’s proposal. The evaluation committee will make its recommendation for award to the DeKalb County Board of Commissioners, who will make the final decision as to award of contract. THE COUNTY RESERVES THE RIGHT TO REJECT ANY AND ALL PROPOSALS, TO WAIVE INFORMALITIES, AND TO RE-ADVERTISE. Sincerely, __________________________________ Jovan Hooper Procurement Agent Department of Purchasing and Contracting Page 13 of 83 Attachment A: Revenue Proposal Attachment B: Proposal Cover Sheet Attachment C: Contractor Reference and Release Form Attachment D: Subcontractor Reference and Release Form Attachment F: Sample County Contract Attachment G: Responder Affidavit Attachment H: First Source Jobs Ordinance Information with Exhibits 1 - 4 Attachment I: Exceptions to the Standard County Contract, if any Attachment J: Lease Survey of Lease Tract – Parcel W-3 DeKalb Peachtree Airport dated April 9, 2021 Attachment K: DeKalb Peachtree Airport Lease Tract – Parcel W-3 Legal Description Attachment L: Report of Subsurface Exploration and GeoTechnical Engineering Evaluation Attachment M: Stormwater and Erosion Control Report for DeKalb Peachtree Airport (PDK) Westside Development Program Page 14 of 83 ATTACHMENT A REVENUE PROPOSAL FORM (consisting of 2 pages) WESTSIDE AVIATION TRACT W-3 DEVELOPMENT ON DEKALB PEACHTREE AIRPORT Responder: Please complete the attached pages of the Revenue Proposal Form, and return them with this cover page. The revenue proposal must be submitted in a separate, sealed envelope with the Responder’s name and “Request for Proposals No. 21-500588, “Westside Aviation Tract W-3 Development on DeKalb Peachtree Airport” clearly identified on the outside of the envelope. By signing this page, Responder acknowledges that he has carefully examined and fully understands the Contract, Scope of Work, and other attached documents, and hereby agrees that if his proposal is accepted, he will contract with DeKalb County according to the Request for Proposal documents. Please provide the following information: Name of Firm: ___________________________________________________________ Address: _______________________________________________________________ Contact Person Submitting Proposal:__________________________________________ Title of Contact Person:____________________________________________________ Telephone Number:_______________________________________________________ Fax Number:_____________________________________________________________ E-mail Address:__________________________________________________________ ____________________________________ Signature of Contact Person ____________________________________ Title of Contact Person Page 15 of 83 REVENUE PROPOSAL FORM (continued) ***REVENUE PROPOSAL MUST BE SUBMITTED IN A SEPARATE SEALED ENVELOPE OR PROPOSER WILL BE DEEMED NON-RESPONSIVE AND WILL NOT BE CONSIDERED FOR AWARD. INCLUDING THE REVENUE PROPOSAL IN ANY AREA OUTSIDE OF THE SEPARATE SEALED ENVELOPE WILL RESULT IN THE PROPOSAL BEING DEEMED NON-RESPONSIVE.*** WESTSIDE AVIATION TRACT W-3 DEVELOPMENT ON DEKALB PEACHTREE AIRPORT Responder: Provide a price per square foot for unimproved property. The minimum rate of leased property is $.45 per square foot. Responder must enter price per square foot below for Lease of W-3 consisting of approximately 0.4247 acre (18,500 square feet) Price per Square Foot (in Words) $ Price per Square Foot (in Numerals) Page 16 of 83 ATTACHMENT B PROPOSAL COVER SHEET NOTE: Read all instructions, conditions and specifications in detail before completing this Request for Proposal. Please complete and include this cover sheet with your technical proposal. Company Name Federal Tax ID# Complete Primary Address County City Zip Code Mailing Address (if different) City State Zip Code Contact Person Name and Title Telephone Number (include area code) Email Address Fax Number (include area code) Company Website Address Type of Organization (check one)  Corporation  Joint Venture Proprietorship Government Proposals for 21-500588 “Westside Aviation Tract W-3 Development on DeKalb Peachtree Airport”, described herein will be received in the Purchasing & Contracting Department, Room 2nd Floor, The Maloof Center, 1300 Commerce Drive, Decatur, Georgia 30030 on Friday August 13, 2021 until 3:00 p.m. (EST). Proposals shall be marked in accordance with the RFP, Section V.B. CAUTION: The Decatur Postmaster will not deliver certified or Special Delivery Mail to specific addresses within DeKalb County Government. When sending bids or time sensitive documents, you may want to consider a courier that will deliver to specific addresses. Proposal Cover Sheet should be signed by a representative of Proposer with the authority to bind Proposer to all terms, conditions, services, and financial responsibilities in the submitted Proposal. Authorized Representative Signature(s) Title(s) Type or Print Name(s) Date Page 17 of 83 ATTACHMENT C CONTRACTOR REFERENCE AND RELEASE FORM List below at least three (3) references, including company name, contact name, address, email address, telephone numbers and contract period who can verify your experience and ability to perform the type of service listed in the solicitation. Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name REFERENCE CHECK RELEASE STATEMENT You are authorized to contact the references provided above for purposes of this RFP. Signed_______________________________________ Title___________________________ (Authorized Signature of Proposer) Company Name _____________________________________Date _____________________ Page 18 of 83 ATTACHMENT D SUBCONTRACTOR REFERENCE AND RELEASE FORM List below at least three (3) references, including company name, contact name, address, email address, telephone numbers and contract period who can verify your experience and ability to perform the type of service listed in the solicitation. Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name Company Name Contract Period Contact Person Name and Title Telephone Number (include area code) Complete Primary Address City State Zip Code Email Address Fax Number (include area code) Project Name REFERENCE CHECK RELEASE STATEMENT You are authorized to contact the references provided above for purposes of this RFP. Signed_______________________________________ Title___________________________ (Authorized Signature of Proposer) Company Name _____________________________________Date _____________________ Page 19 of 83 ATTACHMENT F STANDARD COUNTY CONTRACT Lease Agreement at DeKalb Peachtree Airport Between DeKalb County, Georgia and Page 20 of 83 TABLE OF CONTENTS Page SECTION 1 LEASED PROPERTY 1 A. Description B. Site SECTION 2 USE OF LEASED PROPERTY 2 A. Use by Lessee B. Services C. Ingress and Egress SECTION 3 RESTRICTIONS ON USE OF LEASED PROPERTY 3 A. Leased Property to be Used for Designated Purposes B. Control of Lighting C. FAR Part 135 Air Taxi/Charter Operations D. Airport Master Plan SECTION 4 TERM OF LEASE AGREEMENT 3 A. Phase I – Construction B. Phase II – Twenty (20) Year Term C. Phase III - Option for Renewal Term SECTION 5 LEASE PAYMENT 4 A. Phase I Construction Rent B. Phase II Rent C. Rent Escalation D. Phase III - Option for Renewal Period Rent E. Audit F. Failure to Pay SECTION 6 SCHEDULE OF IMPROVEMENTS BY LESSEE 5 A. Minimum Improvements B. Plans and Specifications SECTION 7 CONSTRUCTION 6 A. Schedule B. Building Code C. Default by Failure to Construct SECTION 8 COMPLIANCE WITH LAWS AND REGULATIONS 7 A. Subordination of Leased Property to U.S.A. Page 21 of 83 B. Non-Discrimination C. Airport Rules and Regulations D. FAA Rules and Regulations E. No Derogation of Rights of Lessee F. Disturbance on Leased Property SECTION 9 UTILITIES 9 A. Payment For Utilities B. Right of Connection C. Waiver of Damage SECTION 10 CHARACTER AND STANDARDS OF OPERATION 9 A. Compliance with Permit Standards B. Operate in a First-Class Manner C. Supervision by Manager SECTION 11 LESSEE TO HOLD HARMLESS 10 SECTION 12 LIABILITY 10 A. Indemnification B. Abandonment C. Liens D. Bankruptcy E. Tenant at Will SECTION 13 LIABILITY INSURANCE 11 A. Comprehensive General Liability B. Comprehensive Automobile Liability C. Workers’ Compensation Liability D. Policies E. Certificate of Coverage SECTION 14 BUILDERS RISK INSURANCE 14 SECTION 15 PERMANENT PROPERTY INSURANCE 14 SECTION 16 DAMAGE, DESTRUCTION OR CONDEMNATION OF LEASED PROPERTY 15 A. Maintenance of Improvements B. Condemnation SECTION 17 INSPECTION OF LEASED PROPERTY 16 A. Inspection of Leased Property B. Inspection Report SECTION 18 TITLE 16 Page 22 of 83 A. Newly Constructed Buildings and/or Replacement Structures B. Existing Property and Structures C. Reversion of Title SECTION 19 TAXES 17 Page SECTION 20 EVENTS OF DEFAULT BY LESSEE 18 SECTION 21 RESULTS OF LESSEE’S DEFAULT 18 SECTION 22 NON-WAIVER OF DEFAULTS 20 SECTION 23 LESSEE’S ENCUMBRANCES 20 A. Obligation B. Cure of Default by Mortgagee C. Cure by Commencement of Performance D. Foreclosure of Liens E. Non-Relief of Liability SECTION 24 TERMINATION BY LESSEE 21 SECTION 25 RIGHTS PRIOR TO TERMINATION 22 SECTION 26 REDELIVERY OF LEASED PROPERTY 22 SECTION 27 LESSOR’S LIEN 22 SECTION 28 QUIET ENJOYMENT 22 SECTION 29 SALE, ASSIGNMENT, TRANSFER AND SUBLETTING 23 SECTION 30 WAIVERS 24 SECTION 31 SECURITY 24 A. Access to Non-Movement Area / Ingress and Egress B. Gate Combination and/or Access Code C. Access Card D. Fraud and Intentional Falsification of Records E. Security Responsibilities of Employees and Other Persons F. “ On Airport Driver’s Safety and Training Guide for the DeKalb Peachtree Airport” G. Airport Safety and Security Page 23 of 83 SECTION 32 PUBLIC USE AND FEDERAL GRANTS 26 A. Grant Agreements B. Non-Exclusive Rights C. Right to Develop Airport D. Subordination of Lease E. Right to Amend SECTION 33 BONDS 27 Page SECTION 34 CONSENT NOT TO BE UNREASONABLY WITHHELD 28 SECTION 35 PREVENTION OF TRESPASS 28 SECTION 36 SIGNS AND ADVERTISING 28 SECTION 37 RELATIONSHIP BETWEEN THE PARTIES 28 SECTION 38 TIME OF THE ESSENCE 28 SECTION 39 LEASE MADE IN GEORGIA 28 SECTION 40 HEADINGS 29 SECTION 41 NOTICES 29 SECTION 42 SURRENDER AND MERGER 29 SECTION 43 SUCCESSORS AND ASSIGNS 29 SECTION 44 PERMITS AND LICENSES 30 SECTION 45 AS-BUILT PLANS TO BE FURNISHED 30 SECTION 46 AIRPORT DIRECTOR 30 SECTION 47 MAINTENANCE OF RUNWAYS AND TAXIWAYS 30 SECTION 48 TRASH AND REFUSE 30 A. Removal and Disposal B. Storage C. Waste Products Page 24 of 83 SECTION 49 OBSTRUCTION LIGHTING 31 SECTION 50 REMOVAL OF EXCESS DIRT SECTION 51 LATE PAYMENT CHARGE 31 SECTION 52 VENUE 31 SECTION 53 AMENDMENT OF LEASE AGREEMENT 32 SECTION 54 POSSESSION OF LEASED PROPERTY 32 SECTION 55 ENVIRONMENTAL LAWS 32 Page SECTION 56 STORM WATER COMPLIANCE 33 A. Acknowledgments B. Permit Compliance C. Indemnification D. Definitions SECTION 57 NO CLAIMS ON AIRCRAFT 36 SECTION 58 EXCLUSIVE USE AREA 37 A. Designation B. Access to Non-Movement Area Only C. Gate Combination and/or Access Code SECTION 59 SEVERABILITY 38 Page 25 of 83 STATE OF GEORGIA COUNTY OF DEKALB LEASE AGREEMENT THIS LEASE AGREEMENT, by and between DEKALB COUNTY, a political subdivision of the State of Georgia (hereinafter referred to as the “Lessor” or “PDK”) and _______________________, organized and existing under the laws of the State of ______ (hereinafter referred to as the “Lessee”); W I T N E S S E T H: WHEREAS, the Lessor is the owner of a tract of land in Land Lots 244, 245, 270, 279 and 280 of the 18th District of DeKalb County, Georgia, lying generally within an area bounded on the north by Chamblee-Tucker Road; on the west by Clairmont Road and Hardee Avenue; on the south by Dresden Drive; and on the east by Buford Highway, which is known as DeKalb Peachtree Airport (hereinafter referred to as “Airport”); and WHEREAS, Lessee desires to lease from Lessor, and Lessor desires to lease to Lessee, that property on the DeKalb Peachtree Airport identified as (street address), Chamblee, Georgia 30341 and more particularly described by the legal descriptions on survey plat by ___________________________________, dated ____________, which is hereby attached as Exhibit “A” and made a part of this Lease; and WHEREAS, the Governing Authority of DeKalb County is aware that this Lease Agreement exceeds twenty (20) years and has determined that, in consideration of Lessee’s proposed investment of $______, substantial benefit would inure to the public by approval of this Lease Agreement; and NOW THEREFORE, for and in consideration of the premises and covenants herein contained and in further consideration of the payment of rent hereinafter stipulated, and of the terms and conditions herein set forth, the parties hereto do hereby agree as follows: SECTION 1. LEASED PROPERTY: A. Description. That property on DeKalb Peachtree Airport identified as Lease Tract W-3, and more particularly described by the legal descriptions on Survey Plat by Page 26 of 83 _____________________________, dated ________________, attached hereto as Exhibit A and incorporated herein by reference (the “Leased Property”); and as may be further defined with a Final Survey that will be prepared and submitted to the Airport Director after the Lessee’s construction plans have been approved and required permits issued by the County, the City of Chamblee, and the Federal Aviation Administration. B. Site. The subject site lies within the boundaries of the DeKalb Peachtree Airport (PDK). Airport Road and Clairmont Road generally bound the Airport on its north and west sides respectively. The site generally encompasses ____ acres, or ____ square feet. The site is currently unimproved. SECTION 2. USE OF LEASED PROPERTY: A. Use by Lessee. Lessee shall, in a manner consistent with its present and past use, use the Leased Property for its corporate aviation department which includes a corporate hangar and office/shop building, pilot’s office/lounge, restrooms, aprons, ramps, taxiway, auto parking and aircraft refueling facility. Leased Property includes the following: 1. Land: Approximately _____ square feet to provide for building, paved automobile parking and driveway and aircraft fuel only storage and dispensing equipment. 2. Buildings: Approximately ______square feet of properly lighted and heated building space for offices/shop, pilots’ lounge, and restroom facilities. Approximately ______ square feet of space for an aircraft storage hangar. B. Services: Lessee shall provide fuel, oils, lubricants and maintenance for its corporate aircraft only on and from the Leased Premises. maintenance for its corporate aircraft only on and from the Leased Premises. C. Ingress and Egress. Lessee shall have the right of ingress to, and egress from the Leased Property over airport roadways, including the use of common-use roadways, expressly subject to such rules and regulations as may be established by the Airport Director respecting such use and subject to law. Lessee shall have the right of ingress to, and egress from, the Leased Property by way of aircraft taxiway or aircraft access way adequate for Lessee’s aircraft. Page 27 of 83 SECTION 3. RESTRICTIONS ON USE OF LEASED PROPERTY: A. Leased Property to Be Used for Designated Purposes. The Leased Property shall not be used for any purposes except for the specific purposes herein designated without the written consent of the Lessor. B. Control of Lighting. Lessee agrees to control all existing and future lighting on the Leased Property so as to prevent illumination from being a hazard to pilots landing on, taking off from, or taxiing on the Airport. The determination of whether lighting creates a hazard shall rest solely upon the judgment of the Airport Director. C. FAR Part 135 Air Taxi/Charter Operations. FAR Part 135 Air Taxi or Air Charter Operations are not permitted to operate directly from the Leased Property or the facilities thereon. This does not mean that Lessee cannot require its flight crew to be certificated under FAR Part 135 or that aircraft cannot be used in FAR Part 135 operations. It simply means that Lessee cannot specifically conduct FAR Part 135 operations for or on behalf of others from the Leased Property or facilities thereon. D. Airport Master Plan. Lessee will at all times cooperate with all provisions of any Airport Master Plan to be adopted by the Airport and/or approved by the Board of Commissioners. SECTION 4. TERM OF LEASE AGREEMENT: The term of this Lease Agreement consists of three (3) phases: Phase I – Construction Phase II – Twenty (20) Year Term Phase III – Option for Renewal Period. A. Phase I – Construction. This Lease Agreement shall commence and be effective on execution of this Lease Agreement with DeKalb County and shall end no later than two (2) years after the execution date of the Lease Agreement or the issuance of a Certificate of Occupancy whichever comes first. B. Phase II – Twenty (20) Year Term. The term of Phase II of this Lease Agreement shall commence the calendar day following the end of Phase I – Construction and shall be for a period of twenty (20) years. This Lease Agreement shall terminate absolutely and Page 28 of 83 without further obligation on the part of either Lessor or Lessee on __________, unless renewed pursuant to Section C, Phase III - Option for Renewal Term, or terminated earlier in accordance with the termination provisions of this Lease Agreement. C. Phase III - Option for Renewal Term. Lessee may renew this Lease Agreement in accordance with Section 6-136 of the DeKalb County Code as Revised, 1988. Failure to comply with Section 6-136 of the DeKalb County Code as Revised, 1988 shall be grounds to terminate this Lease Agreement and the parties shall have no further rights, duties of obligations hereunder, other than obligations that are accrued but unsatisfied as of the date of the termination. SECTION 5. LEASE PAYMENT: A. Phase I – Construction Rent. Lessee agrees to pay Lessor, as Basic Rent for the Leased Property during Phase I - Construction, an annual amount of _________________________. Rent is accrued on a monthly basis and shall be paid in equal monthly installments, in the amount of ______________________ Dollars due and payable on the first day of each month in advance during the term of this Lease Agreement. B. Phase II Rent – Twenty (20) Year Term. Lessee agrees to pay Lessor, as Basic Rent for the Leased Property, an initial annual amount of _________________________, and subject to escalation as provided below. Rent is accrued on a monthly basis and shall be paid in equal monthly installments, initially in the amount of ______________________ Dollars due and payable on the first day of each month in advance during the term of this Lease Agreement. C. Rent Escalation. The rent shall remain constant throughout the first five (5) years of Phase II of the Lease Agreement. On ______________, and at the end of each five (5) year period, the following options for the Lessor shall be available: (1) Escalate the rent by 10% for the next five (5) year period, or (2) Compute the Consumer Price Index (CPI) increase using the previous five years of data, and if higher than 10%, divide the CPI figure by five (5) and apply this percentage rate over the next five years. D. Phase III - Option for Renewal Period Rent. Rent for the renewal period shall be in accordance with the fair market value appraisal pursuant to Section 6-136 of the DeKalb County Code as Revised, 1988. Page 29 of 83 E. Audit. The Lessor, at its sole discretion, but not more than once during any calendar year, may conduct an audit of the books and records as it relates to the purchase of fuel, oil, lubricants and all lease payments made by the Lessee to determine the accuracy of said figures; the cost of the audit to be borne by Lessor. F. Failure to Pay. On failure of Lessee to pay rentals when due, Lessor has the right, subject to the provisions under Sections 20, 21 and 22 hereof, at its option: (1) to declare this Lease Agreement void, and cancel the same, without the necessity of any legal proceedings; or, (2) enter and take possession of the Leased Property. Lessor at its option, upon a breach of this contract for any reason, may then sublet the Leased Property at the best price obtainable for any reasonable effort through private negotiations and charge the difference, if any, between said price of subletting and the contract price to Lessee and hold him liable therefore. Such subletting on the part of the Lessor will not in any sense constitute a breach of this contract on the part of the Lessor, but Lessor will act as agent for the Lessee to minimize the damage caused by Lessee’s breach. These rights of the Lessor are cumulative and not restrictive of any other rights under the law, and failure on the part of the Lessor to avail himself of these privileges at any particular time shall not constitute a waiver of these rights. SECTION 6. SCHEDULE OF IMPROVEMENTS BY LESSEE: A. Minimum Improvements. Lessee shall, within One Hundred, Eighty Days (180) days from the date of commencement of Phase II, complete construction of the following: 1. Aircraft hangar(s), including interior office space, if any, of not less than ____ square feet. Groundbreaking shall be within One Hundred, Twenty days (120) from the effective date of this Lease Agreement and Certificate of Occupancy shall be issued within One Hundred, Eighty days (180) from the effective date of this Lease Agreement. 2. ____________________ B. Plans and Specifications. 1. No improvements, including landscaping, shall be erected or placed on the Leased Property, and no alterations shall be made in the improvements and facilities constructed, without prior written approval by Lessor, or of the Lessor’s agent, the Airport Director. Such approval shall not be unreasonably withheld. 2. Two (2) complete sets of plans and specifications for all future Page 30 of 83 buildings, alterations, and improvements and for all subsequent planned changes therein or alterations shall, at least thirty (30) days prior to beginning of construction or changes, be signed by Lessee and delivered to the Airport Director for his consideration and approval. SECTION 7. CONSTRUCTION: A. Schedule. 1. Lessee acknowledges that at least 120 days prior to executing this Lease Agreement, it has provided all information regarding the submission of Notice of Construction or Alteration, FAA form 7460-1, to the Airport Director, for final approval by the Federal Aviation Administration, as required by Paragraph 77.13(5)(1) of Part 77, Federal Aviation Regulations. 2. Within the time schedule set forth in Section 6A, Minimum Improvements, Lessee agrees to construct or cause to be constructed and completed upon the Premises in accordance with the terms of this Lease and all applicable laws, ordinances, regulations and matters of record, the improvements and facilities set forth in Section 6A hereof. The date for completion may, however, be extended for the period of any unavoidable delay, if Lessee makes a claim for such delay in writing to Lessor within ten (10) days after the commencement of the cause for such delay. For the purpose of this Lease, the term “unavoidable delay” shall mean delay suffered by the Lessee or Lessee’s contractors which necessarily and materially interferes with the progress and extends the time required for the completion of such work and which is caused by, but not limited to, such events as acts of nature or the elements, strikes, lockouts, fire or other causes beyond the control of Lessee or Lessee’s contractors. B. Building Code. Any building constructed on the Premises shall be constructed in conformance with current building codes or the edition in effect at the time of construction, and all applicable codes and regulations of DeKalb County. C. Default by Failure to Construct. Any breach by Lessee of any of the terms and provisions of Section No. 5, Lease Payment; Section No. 6, Schedule of Improvements by Lessee; and Section No. 7, Construction, of this Lease shall constitute a material breach and shall be deemed to be “an event of default by Lessee” under Section 20, Events of Default by Lessee, Page 31 of 83 unless cured as set forth in Section 20. SECTION 8. COMPLIANCE WITH LAWS AND REGULATIONS: A. Subordination of Leased Property to U.S.A. It is agreed and understood that this Lease Agreement and the provisions hereof, shall be subject and subordinated to the terms and conditions of the instruments and documents under which DeKalb County acquired the airport property from the United States of America and shall be given only such effect as will not conflict or be inconsistent with the terms and conditions of said instruments and documents. This lease is given effect only to the extent that such agreements with the United States of America permit the use of the Leased Property as contemplated herein. B. Non-Discrimination. Lessee agrees that in its operation and use of the Leased Property and/or the Airport it will not, on the basis of race, color, national origin, religion, sex, age or disability, discriminate against any person or group of persons in any manner prohibited by the Federal Aviation Regulations, federal, state or local laws. Lessee hereby agrees to include the aforesaid language in any agreement it has with a sub-tenant who operates from or uses the Leased Property. C. Airport Rules and Regulations. Lessee agrees to abide by all ordinances, rules and regulations concerning the Airport, operational safety, operational and airport security, parking of aircraft and other vehicles, and fire prevention promulgated by the Airport Director or the Governing Authority of DeKalb County, Georgia. Copies of such rules and ordinances are available to Lessee in the office of the Airport Director. D. FAA Rules and Regulations. Lessee shall at all times conduct its business in a lawful manner and at all times conform to the rules and regulations of the Federal Aviation Administration (FAA) insofar as applicable to Lessee’s possession and operation of its aircraft. Lessee agrees to include the language in this sub-section with any sub-tenant. E. No Derogation of Rights of Lessee. Lessee shall not knowingly omit or fail to do anything or permit anything to be done on or about the Leased Property, or bring or keep any thing on the Leased Property or in any improvement erected thereon, which will in any way conflict with any law, ordinance, rule or regulation required to be kept and observed by Lessee which is now in force or which may be hereinafter enacted or promulgated by any public Page 32 of 83 authority having jurisdiction over the Leased Property. F. Disturbance on Leased Property. Lessee shall not commit or suffer to be committed in or upon the Leased Property any other act or thing which may unreasonably disturb the quiet use and enjoyment of any other tenant at the airport. SECTION 9. UTILITIES: A. Payment for Utilities. It is understood and agreed that the rent as noted in Section 5 does not include payment for utilities. Lessee shall throughout the term of this Lease Agreement pay all utility bills which may accrue in the operation of Lessee’s business on the Leased Property, including, but not limited to, installation of meters and utility connections for the calculation of utilities incurred by Lessee. B. Right of Connection. Lessee may, at Lessee’s expense, connect to all utilities at the nearest points of existing utility lines, and shall thereafter maintain, repair and replace all such utilities to and including the points of such connections. C. Waiver of Damage. Lessee hereby waives any claim against and releases Lessor (but not any third parties, such as other lessees) from any and all claims for damage arising or resulting from failures or interruptions of utility services, including but not limited to, electricity, gas, water, plumbing, sewerage, telephone, communications, heat, ventilation, or for the failure or interruption of any public or passenger services facilities. SECTION 10. CHARACTER AND STANDARDS OF OPERATION: A. Compliance with Permit Standards. Lessee shall maintain federal, state and local law permit standards, for air and water quality applicable to Lessor which are applicable to the to the Leased Property. B. Operate in a First-Class Manner. During the full term of this Lease Agreement, Lessee shall continuously operate and maintain, in a first-class manner, the existing grounds and facilities and all future improvements to be constructed on the Leased Property. C. Supervision by Manager. The Lessee or its designee shall be available on the Property as required in order to ensure compliance with all responsibilities as set forth in this Lease. Page 33 of 83 SECTION 11. LESSEE TO HOLD HARMLESS: The Lessee shall be responsible from the time of signing this Lease Agreement, or from the time of the beginning of the first work, whichever shall come first, for all injury or damage, of any kind resulting from the work, or the occupancy of the Leased Property, to any persons or property. The Lessee shall exonerate, indemnify and hold harmless the Lessor from and against all claims or actions, and all expenses incidental to the defense of any such claims, litigation and actions, based upon or arising out of damage or injury (including death) to persons or property, including employees and property of the Lessor caused by or sustained in connection with the performance of this Lease Agreement or arising out of work performed under this Lease Agreement and shall assume and pay for, without cost to the Lessor, the defense of any and all claims, litigation and actions, suffered through any act or omission of the Lessee or any subcontractor or anyone directly or indirectly employed by or under the supervision of any of them, or in any way arising out of the use and occupancy of the Leased Property. The Lessee expressly agrees to defend at its expense against any claims brought or actions filed against the Lessor where and to the extent such claim or action involves, in whole or in part, the subject of the indemnity contained herein. SECTION 12. LIABILITY: A. Indemnification. Lessee hereby waives and renounces for himself and family any and all homestead and exemption rights he or they may have under or by virtue of the laws of the State of Georgia or the United States as against any liability that may accrue under this Lease Agreement. B. Abandonment. Lessee shall not vacate or abandon the Leased Property at any time during the term hereof; and if Lessee shall abandon, vacate or surrender the Leased Property or be dispossessed by operation of law or otherwise, any personal property belonging to Lessee and left upon the Leased Property and any or all of Lessee’s improvements thereon shall, at the option of the Lessor, be deemed to be abandoned by Lessee and shall, at the option of the Lessor, become the property of Lessor or may be discarded, at the expense of Lessee, with no liability to Lessor therefore. C. Liens. Lessee shall keep the Leased Property and all improvements thereon free from any and all liens and encumbrances arising out of any work performed, Page 34 of 83 materials furnished or obligation incurred by Lessee, Lessee’s employees, agents or contractors. Lessee agrees to indemnify and to save Lessor harmless from any such liens and to pay to Lessor, upon demand, the cost of discharging such liens with interest at the rate of ten-percent (10%) per annum from the date of such discharge, together with reasonable attorneys’ fees in connection with the settlement, trial or appeal of any such lien matter. D. Bankruptcy. In the event that bankruptcy or state insolvency or receivership proceedings shall be filed and sustained for a period of greater than ninety (90) days against Lessee, its heirs, executors, administrators, successors or assigns, in any Federal or State Court, it shall give the right to Lessor, at its option, to immediately declare this contract null and void, and to at once resume possession of the Leased Property and improvements thereon. No Receiver, Trustee or other judicial officer shall ever have any right, title or interest in or to the Leased Property by virtue of this Lease Agreement. E. Tenant at Will. If Lessee remains in possession of Leased Property after expiration of the terms hereof, with Lessor’s acquiescence and without any express agreement of the parties, Lessee shall become a tenant at will at the rental rate of 120% of the rate in effect at the end of the term of this Lease Agreement; and Lessee shall be bound by the terms and conditions of this Lease Agreement as far as applicable; and there shall then be no renewal of this Lease Agreement by operation of law. SECTION 13. LIABILITY INSURANCE: A. Comprehensive General Liability. Lessee shall maintain in force and effect at all times during the term of this Lease Agreement comprehensive general liability insurance coverage, for terms and conditions deemed appropriate by the Lessee to protect its interests, with a minimum $5,000,000, per occurrence limit. Comprehensive Liability coverage for Lessee’s subcontractors, if any, shall be obtained by Lessee with a $1,000,000 policy limit. Lessee to name DeKalb County as Additional Insured including Completed Operations. Policy to be primary with Waiver of Subrogation. B. Comprehensive Automobile Liability. Lessee shall maintain in force and effect at all times during the term of this Lease Agreement comprehensive automobile liability coverage for any vehicles used by Lessee on the Airport. Coverage shall be provided with a minimum limit of $1,000,000 combined single limit and shall cover all owned, non-owned, and Page 35 of 83 hired vehicles. Pollution Coverage shall be maintained with a minimum of $2,000,000 Pollution Limit. Lessee shall name DeKalb County as Additional Insured including Completed Operations. Policy shall be primary with Waiver of Subrogation. In lieu of a separate pollution policy, the contractor can add a Limited Pollution Endorsement to their existing General Liability policy at the same limits. C. Workers’ Compensation Liability. Lessee shall, if required by State of Georgia Law, maintain in force during the term of this Lease Agreement, statutory workers’ compensation insurance coverage. D. Policies. All Liability Insurance policies required under Section 13 hereof shall name Lessor as additional insured under such policy or policies of insurance. A Minimum standard of acceptability of a carrier should be an A.M. Best’s rating of A-VI. Lessee shall pay the premiums for such policies in a timely manner. A. Certificate of Coverage. Lessee shall furnish to the Airport Director within thirty (30) days after execution of this Lease Agreement, or prior to the initiation of any construction or development on the Leased Property, which ever shall first occur, a certificate or certificates evidencing such insurance coverage with companies doing business in Georgia and acceptable to Lessor covering: i. The coverage and policy limits contained herein. ii. The location and the operation to which the insurance applies. iii. The expiration date of the policy(ies). iv. The name and address of the party to whom the certificates should be issued: DeKalb County, Georgia DeKalb Peachtree Airport 2000 Airport Road Suite 212, Administration Building Atlanta, Georgia, 30341 Attention: Airport Director v. If such coverage is canceled, reduced, or materially changed, Lessee shall, within fifteen (15) days of such event, notify the Airport Director of such cancellation, reduction, or material change of coverage and file with said Airport Director a Page 36 of 83 certificate showing that the required insurance has been reinstated or is being provided through another insurance company or companies. vi. Prior to ten (10) days before the expiration of any such certificate, Lessee shall deliver to the Airport Director a certificate renewing or extending the terms for a period of at least one (1) year, or a replacement certificate acceptable to Lessor evidencing the required insurance coverage. SECTION 14. BUILDERS RISK INSURANCE: Lessee shall obtain and maintain fire insurance with extended coverage in an amount equal to the estimated completed value of such building(s). Coverage shall be written on a “completed value” basis. Builders Risk Insurance with extended coverage policy shall name Lessor as an additional insured under such policy of insurance. The Lessee shall pay the premiums for such insurance in a timely manner. The Lessee shall provide the Lessor with a certificate of insurance of companies doing business in Georgia and acceptable to Lessor, covering: A. The required coverage and policy limits. B. The location and the operation to which the insurance applies. C. The expiration date of policy. D. The name and address of party to whom the certificates should be issued: DeKalb County, Georgia DeKalb Peachtree Airport 2000 Airport Road Suite 212, Administration Building Atlanta, Georgia, 30341 Attention: Airport Director E. If such coverage is canceled, reduced, or materially changed, Lessee shall, within thirty (30) days of such event, notify the Airport Director of such cancellation, reduction, or material change of coverage and shall promptly file with said Airport Director a certificate showing that the required insurance has Page 37 of 83 been reinstated and is being provided through another insurance company or companies. F. Prior to ten (10) days before the expiration of any such certificate, Lessee shall deliver to the Airport Director a certificate renewing or extending the terms for a period of at least one (1) year, or a replacement certificate acceptable to Lessor evidencing the required insurance coverage. SECTION 15. PERMANENT PROPERTY INSURANCE: Lessee shall provide to the Lessor evidence of coverage of an “all risk” property insurance policy, written on a “replacement cost” basis; it is understood by Lessor that such coverage shall be subject to exclusions and limitations to coverage by the Lessee’s insurance company. This policy shall name Lessor as an additional named insured under such policy of insurance. Lessee shall ensure that this policy shall remain in force at all times during the term of this Lease Agreement. The Lessee shall pay the premiums for such insurance in a timely manner. The Lessee shall provide the Lessor with a certificate of insurance of companies doing business in Georgia and acceptable to Lessor, covering: A. The required coverage and policy limits. Disclosure of Deductible is required. B. The location and the operation to which the insurance applies. C. The expiration date of policy. D. The name and address of party to whom the certificates should be issued: DeKalb County, Georgia DeKalb Peachtree Airport 2000 Airport Road Suite 212, Administration Building Atlanta, Georgia, 30341 Attention: Airport Director E. If such coverage is canceled, reduced, or materially changed, Lessee shall, within thirty (30) days of such event, notify the Airport Director of such cancellation, reduction, or material change of coverage and promptly file Page 38 of 83 with said Airport Director a certificate showing that the required insurance has been reinstated and is provided through another insurance company or companies. F. Prior to ten (10) days before the expiration of any such certificate, Lessee shall deliver to the Airport Director a certificate renewing or extending the terms for a period of at least one (1) year, or a replacement certificate acceptable to Lessor evidencing the required insurance coverage. SECTION 16. DAMAGE, DESTRUCTION OR CONDEMNATION OF LEASED PROPERTY: If the building or improvements on the Leased Property are destroyed by fire or any other cause, or substantially damaged as to be unusable, Lessee shall have the option to either (a) terminate this Lease Agreement upon payment to Lessor of an amount equal to 1/20th of the insurance proceeds multiplied by the number of years the Lessee has been in possession under this Lease Agreement, which payment shall be made from the proceeds of insurance received by the Lessee and not from other assets of the Lessee; or (b) to rebuild as expeditiously as possible, using insurance proceeds therefore and to treat this Lease Agreement as continuing in effect. Lessee shall notify Lessor in writing of which alternative it elects within thirty (30) days after date of determination of the amount of insurance proceeds owed to Lessor. In the event that a part of the improvements are damaged by fire or other cause, this Lease Agreement shall be treated as continuing in effect, and Lessee shall rebuild and/or repair as expeditiously as possible, and, so long as Lessee is, in good faith, taking the action required to rebuild and/or repair such portion of the improvements as required herein, rent shall be reduced pro rata, based on the square footage of the affected improvements, until such improvements are rebuilt and/or repaired, such that they may be occupied safely and used for their intended purpose by Lessee. A. Maintenance of Improvements. Lessee shall, throughout the term of this Lease Agreement, at its own cost, and without any expense to Lessor, keep and maintain the Leased Property, including buildings and improvements of every kind which may be a part thereof, and all appurtenances thereto, including sidewalks adjacent thereto, in good, sanitary and neat order, condition and repair, and, except as specifically provided herein, restore and Page 39 of 83 rehabilitate any improvements of any kind which may be destroyed or damaged by fire, casualty or any other cause whatsoever. Lessor shall not be obligated to make any repairs, replacements or renewals of any kind, nature, or description, whatsoever to the demised Leased Property or any buildings or improvements thereon. B. Condemnation. 1. Total Condemnation. In the event of condemnation, or any taking by eminent domain, by any governmental entity, Lessor and Lessee shall have no interest in the award to the other, it being the intent of this Lease Agreement that each shall negotiate and litigate according to their separate interests, and this Lease Agreement shall terminate on the date of initiation of action taken by such governmental entity. 2. Partial Taking. In the event of the condemnation, or taking by eminent domain of a portion of the Leased Property, if the remainder of the leasehold is in an economically viable operating unit, as agreed by Lessor and Lessee, rental payments shall abate according to the ratio of square footage so taken. Condemnation award for the taking of any structure on the Leased Property shall be divided between Lessee and Lessor on the basis that Lessor shall receive an amount equal to the award divided by 20 and multiplied by the number of years remaining under this Lease Agreement. If the remaining property is not an economically viable unit, as agreed by Lessor and Lessee, it shall be treated as a total condemnation as set forth in Subparagraph 1, Total Condemnation, above. 3. Temporary Taking. Should any portion of the Leased Property be condemned for any period, Lessor shall have no interest in such condemnation award, and the same shall go to Lessee, and the rent shall not abate to the extent that the award is equal to or in excess of the rent amount relating to such condemned portion of the Leased Property. SECTION 17. INSPECTION OF LEASED PROPERTY: A. Inspection of Leased Property: With twenty-four (24) hours notice to Lessee, Lessor or its duly authorized representatives may enter upon the Leased Property at any and all reasonable times during the term of this Lease Agreement for the purpose of determining whether or not Lessee is in compliance with the terms and conditions hereof or for any other Page 40 of 83 purpose incidental to the rights of Lessor. B. Inspection Report: Beginning on the fifth (5th) anniversary of the rent commencement date and each fifth (5th) anniversary thereafter, Lessee shall provide Lessor with an inspection report of the Leased Property prepared by an engineer or architect licensed to do business in the State of Georgia attesting to the condition of the Leased Property and addressing all repairs, replacements and renewals needed to maintain the required state of condition of the Leased Property. The cost of the inspection report shall be paid by Lessee. The inspection report shall be delivered to the Airport Director. SECTION 18. TITLE: A. Newly Constructed Buildings and/or Replacement Structures: During the term of this Lease Agreement and upon completion of any improvements, title to any and all newly constructed buildings, i.e. new and/or replacement structures placed on the Leased Property by Lessee shall remain in Lessee. Consequently, the Lessee shall be responsible for paying any and all property taxes and the like on these newly constructed buildings and/or replacement structures through the entire period of the Lease. B. Existing Property and Structures: Title to all existing structures and facilities revert to the ownership of the County on _______. Hence, no payment of property taxes on County/Airport property and existing facilities are due or required at any time beginning _________ exclusive of newly constructed buildings and/or replacement structures outlined above. However, final determination of property taxes due remains with the Tax Commissioner, DeKalb County. C. Reversion of Title: Title to any and all new improvements (including newly constructed buildings and/or replacement structures) on the Leased Property shall revert to the ownership of Lessor at the termination of this Lease Agreement. SECTION 19. TAXES: During the term of the Lease Agreement, Lessee shall pay or cause to be paid, prior to delinquency, all taxes, including possessory interest taxes, ad valorem taxes, and any other assessments levied or assessed: (a) On the Leased Property; Page 41 of 83 (b) On all possessory interests hereunder or in the Leased Property; (c) On any improvements, fixtures and equipment now or hereafter existing on the Leased Property and on any personal property situated in, on or about the Leased Property, or in, on or about any buildings or improvements thereon. Lessee shall obtain and deliver receipts or duplicate receipts for all taxes, assessments, and other items required hereunder to be paid by Lessee, promptly on payment thereof, if so required by Lessor, and; (d) On Lessee’s aircraft based on the Airport. It is understood, however, that Lessee may pay any such taxes and assessments under protest, and without liability, cost or expense to Lessor, and may in good faith contest the validity or amount thereof. SECTION 20. EVENTS OF DEFAULT BY LESSEE: Each of the following events shall constitute an “event of default by Lessee”, provided, however, that Lessee shall have thirty (30) days, (except in the case of Subparagraph (a) below, ten (10) days) after the receipt of written notice from Lessor of any such “event of default by Lessee” to cure. (a) Lessee’s failure to pay the rent and other fees herein provided at the time fixed for payment thereof. (b) Lessee’s failure to pay any taxes, including possessory interest taxes or assessments, agreed to be paid by Lessee in Section 21, Results of Lessee’s Defaults, of this Lease Agreement in accordance with the terms of said Section. If the nature of any default by Lessee under this Subparagraph (b) is such that it cannot be cured within the thirty (30) day cure period provided above, Lessee shall be deemed to have cured such default if it shall, within such thirty (30) day period, commence performance and thereafter diligently prosecute the same to completion. (c) Lessee’s failure to keep, perform or observe any term, covenant, or condition of this Lease Agreement to be kept, performed, or observed by Lessee. (d) Lessee’s filing of a voluntary petition in bankruptcy or the assignment of all or substantially all of Lessee’s assets for the benefit of Lessee’s creditors or the institution of proceedings in bankruptcy against Lessee or the appointment or a receiver of the assets of Lessee; provided, however, that if any such proceedings or appointments are involuntary, then they shall not be considered an event of default by Lessee unless Lessee fails to procure a dismissal thereof within ninety (90) days after the institution of such involuntary bankruptcy proceedings or the appointment of such receiver. Page 42 of 83 SECTION 21. RESULTS OF LESSEE’S DEFAULT: Upon the occurrence of an “event of default by Lessee”, which is not cured within the time period given, Lessor, in addition to any other rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the Leased Property with no liability to the Lessor therefore; such property may be removed and stored in a public warehouse or elsewhere at the expense of Lessee. Should Lessor elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice required by law, it may either terminate this Lease, or relet the Leased Property and any improvements thereon or any part thereof for such term or terms (which may be for a term extending beyond the term of this Lease Agreement) and at such rental or rentals and upon such other terms and conditions as Lessor in its sole discretion may deem advisable, with the right to make alterations and repairs to improvements on the Leased Property. Upon such reletting: (a) Lessee shall be immediately liable to pay to Lessor, any indebtedness for the cost and expenses of such reletting and of such alterations and repairs incurred by Lessor, and the amounts, if any, by which the rent reserved in this Lease Agreement for the period of such reletting (up to but not beyond the term of this Lease Agreement) is less than the amount agreed to be paid as rent for the Leased Property for the period of such reletting, or (b) At the option of the Lessor, rents received by Lessor from such re-letting shall be applied: first, to the payment of any indebtedness, other than rent, due hereunder from Lessee to Lessor; second, to the payment of any costs and expenses of such re-letting and of such alterations and repairs; third, to the payment of rent due and unpaid hereunder, and the balance, if any, shall be held by Lessor and applied in payment to future rent as the same may become due and payable hereunder. If Lessee has been credited with any rent to be received by such reletting under option (a) and such rent shall not be promptly paid to Lessor by the new tenant, or if such rentals received from such reletting under option (b) during any month be less than that to be paid during that month by Lessee hereunder, Lessee shall immediately pay any such deficiency to Lessor. Such deficiency shall be calculated and paid monthly by Lessee. No such re-entry or taking possession of the Leased Property and any improvements thereon by Lessor shall be construed as an election on its part to terminate this Lease Agreement unless a written notice of such intention is given to Lessee. Notwithstanding any such reletting without termination, Lessor may, at any Page 43 of 83 time thereafter, elect to terminate this Lease Agreement for any breach, in addition to any other remedy it may have, and in such event, Lessee’s interest in any and all buildings and improvements on the Leased Property shall, at the option of the Lessor, automatically pass to Lessor; and Lessor may recover from Lessee all damages it may incur by reason of such breach, including the cost of recovering the Leased Property, and including the worth at the time of such termination of the excess, if any, of the amount of rent and charges equivalent to rent unpaid in this Lease Agreement for the remainder of the stated term, all of which amounts shall be immediately due and payable from Lessee to Lessor. SECTION 22. NON-WAIVER OF DEFAULTS: The waiver by Lessor or Lessee of any breach by Lessor or Lessee of any term, covenant, or condition hereof shall not operate as a waiver of any subsequent breach of same or any other term, covenant or condition of this Lease Agreement. No term, covenant, or condition hereof can be waived except by written consent of Lessor; and forbearance or indulgence by Lessor, in any regard whatsoever, shall not constitute a waiver of the term, covenant or condition to be performed by Lessee to which the same may apply; and until complete performance by Lessee of the term, covenant or condition, Lessor shall be entitled to invoke any remedy available to it hereunder by law, despite such forbearance or indulgence. SECTION 23. LESSEE’S ENCUMBRANCES: A. Obligation. Lessee shall not encumber, mortgage or pledge or allow any lien upon Lessee’s interest in the Leased Property or in any improvements Lessee places thereon by mortgage, deed of trust or other instrument without the prior written consent of Lessor. Any such mortgage, deed of trust or other instrument consented to by Lessor shall expressly provide therein that the trustee, mortgagee, or beneficiary in such instrument or payee in the note or other obligation secured by any such instrument shall provide Lessor with written notice of any event of default by Lessee or foreclosure action against Lessee, within ten (10) days of such event. In the event such encumbrance, pledge, mortgage, or lien is allowed, the trustee, mortgagee or beneficiary in said instrument or payee in the note or other obligation secured by any such instrument may deliver to Lessor written notice showing: (i) the amount of the obligation secured by such instrument and the date of maturity or maturities thereof; and Page 44 of 83 (ii) the name and post office address of such mortgagee, beneficiary, payee, or trustee. Upon delivery of such notice to Lessor, Lessor shall thereafter serve on such mortgagee, beneficiary, payee or trustee, by registered or certified mail at the address given or at any subsequent address thereafter given, a copy of every notice thereafter served by Lessor upon Lessee under the terms of this Lease, during the existence of such mortgage, deed of trust, or instrument. B. Cure of Default by Mortgagee. In the event that Lessee defaults in the performance of any covenant or provision of this Lease Agreement to be performed by Lessee during the existence of any such mortgage, lien, deed of trust, or other instrument, the beneficiary, mortgagee, payee, or trustee named in any such notice, or their nominee, shall have the right, within the time herein provided, plus an additional ten (10) days, to perform and comply with all the covenants and provisions of this Lease to be performed by Lessee and to make all payments required of Lessee by this Lease and, by so doing, to cure and remove any such default. C. Cure by Commencement of Performance. If the nature of any default by Lessee is such that it cannot be cured within the additional ten (10) days, such beneficiary, mortgagee, payee, or trustee shall be deemed to have cured such default if it or its nominee shall, within such ten (10) day period, commence performance and thereafter diligently prosecute the same to completion. D. Foreclosure of Liens. If, at any time, foreclosure proceedings are begun to any lien secured by any mortgage, deed of trust, or other similar instrument on the Leased Property, for a period of thirty (30) calendar days from the date Lessor receives notice of such foreclosure, Lessor shall have the first option of assuming or discharging said lien at its actual face value, according to the terms thereof, and thereupon to then terminate this Lease Agreement and all interest in it and relet the Leased Property under the provisions of Section 22, Non- Waiver of Defaults, hereof. E. Non-Relief of Liability. The execution of any encumbrance under this Section, or the foreclosure thereof, or any sale thereunder, either by judicial proceeding or by virtue of any power reserved in such encumbrance, or conveyance by Lessee to the holder of such indebtedness or encumbrance or the exercising of any right, power, or privilege reserved in Page 45 of 83 any encumbrance, shall not be held as a violation of any of the terms or conditions hereof, or as an assumption by the holder of such indebtedness personally of the obligations hereof. No such encumbrance, foreclosure, conveyance, or exercise of right shall relieve Lessee from its liability hereunder. SECTION 24. TERMINATION BY LESSEE: The Lessee may cancel this Lease Agreement at any time, without penalty, if the Airport ceases to be used for airport purposes, or if local/County/State/Federal/or FAA regulations, laws, ordinances prevent Lessee from using its aircraft at the airport, or restrict the size or noise from aircraft such that the aircraft cannot be used at the airport. SECTION 25. RIGHTS PRIOR TO TERMINATION: If Lessee is not in default hereunder, Lessee shall have the right to remove during the term hereof any and all fixtures which Lessee may have placed or installed upon the Leased Property; provided, however, that upon said removal, Lessee shall repair, at Lessee’s own expense, any damage resulting therefrom and leave the Leased Property in their original condition, normal wear and tear excepted. SECTION 26. REDELIVERY OF LEASED PROPERTY: Lessee shall, upon termination of this Lease in any manner, quit and deliver up the Leased Property to Lessor peaceably, quietly, and in as good order and condition as the same now are or may be hereafter improved by Lessee or Lessor, reasonable wear and tear thereof excepted. SECTION 27. LESSOR’S LIEN: If Lessee is in default under any covenant, term or provision of this Lease Agreement or has abandoned the Leased Property, in addition to the rights of Lessor under Section 12, Liability, hereof, Lessee hereby grants to Lessor a lien upon any improvements, personal property and trade fixtures of Lessee upon the Leased Property, which lien Lessor may satisfy by selling said improvements, personal property or trade fixtures at public or private sale without notice to Lessee and from the proceeds of said sale satisfy first any costs of storage, removal and sale, and any other debts due from Lessee to Lessor; and secondly, satisfy the total amount of unpaid rent due hereunder and hold any balance for the account of Lessee. This lien shall inure Page 46 of 83 to Lessor’s benefit whenever Lessee is in default hereunder and when Lessor exercises any right, which Lessor may have at law, in equity or under this Lease Agreement. SECTION 28. QUIET ENJOYMENT: Lessee, upon payment of the fees and all other payments and charges to be paid by Lessee under the terms of this Lease Agreement and upon observing and keeping the agreements and each of the covenants of this Lease Agreement on the part of Lessee to be observed and kept, shall lawfully and quietly hold, occupy and enjoy the Leased Property during the term of this Lease for the purposes and uses set out herein. Lessee covenants that it will not commit or allow to be committed by any other sub-tenant, any act on the Leased Property which may disturb the quiet enjoyment of any other adjoining tenants. SECTION 29. SALE, ASSIGNMENT, TRANSFER AND SUBLETTING: Lessee shall not, except as security as provided in Section 23, Lessee’s Encumbrances, hereof, sell, assign, or transfer this Lease Agreement without the prior written consent of the Lessor. Lessee shall not sublease the Leased Property or any portion thereof, nor shall Lessee sublet any privileges granted with respect to the operation of said Leased Property or any portion thereof, without the prior written consent of the Lessor, unless said sublease is for storage of aircraft and/or other aviation business or use classified and interpreted as “direct aeronautical use”. Lessee may also provide equipment storage space and/or office space to any such sublessee without Lessor’s prior written consent. No assignee for the benefit of Lessee’s creditors, and any trustee, receiver, or referee in bankruptcy shall acquire any rights under this Lease by virtue of this paragraph. SECTION 30. WAIVERS: Any waiver by Lessor or Lessee at any time of any of the terms, conditions, covenants or agreements of this Lease Agreement, or non-compliance therewith, shall not be deemed or taken as a future waiver at any time thereafter of the same or any other term, condition, covenant or agreement herein contained, nor of the strict and prompt performance thereof required by Lessee. No delay, failure or omission of Lessor to re-enter the Leased Property or to exercise any right, power, privilege or option arising from any default, nor the subsequent acceptance of fees then or thereafter accrued, shall impair any future right, power, privilege or option, nor shall it be Page 47 of 83 construed to be a waiver of any such default or acquiescence therein. No notice by Lessor shall be given to Lessee to restore or revive any “time is of the essence” clause after any waiver by Lessor. No option, right, power, remedy or privilege of Lessor shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, powers, options, or remedies given to Lessor by this Lease Agreement are cumulative and no one of them shall be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one right, power, option or remedy by Lessor shall not impair its right to any other right, power, option or remedy. SECTION 31. SECURITY: Lessor shall provide, or cause to be provided, during the term of this Lease Agreement, all proper and appropriate public fire and police protection similar to that afforded to other tenants at the Airport, and it will issue and enforce rules and regulations with respect thereto for all portions of the Airport. Lessee shall have the right but shall not be obligated, to provide such additional or supplemental public protection as it may desire, but such right, whether or not exercised by Lessee, shall not in any way be construed to limit or reduce the obligations of Lessor hereunder. A. Access to Non-Movement Area / Ingress and Egress. Lessee shall have right of ingress to, and egress from, the Airport over Airport roadways, including the use of common-use roadways, expressly subject to such rules and regulations as may be established by the Airport Director. Lessee is granted only that vehicular access which is reasonably necessary to allow Lessee access to the Leased Property once Lessee is on Airport property. Vehicular access to all movement areas, whether active or inactive, is expressly prohibited by this Lease. For the purpose of this Agreement, a movement area is any runway or taxiway utilized whether active or inactive for taxiing, takeoffs, and landings of aircraft, exclusive of aircraft loading ramps, taxilane(s), aircraft parking areas, and aircraft aprons and tie- down spaces. B. Gate Combination and / or Access Code. The Lessee acknowledges and agrees that he/she is totally responsible for the dissemination of any gate and/or access code given to provide access to the Airport through the use of Lessee’s gate. If the Lessee gives this code to any other person for whatever reason, the Page 48 of 83 Lessee will be responsible for any and all actions of such person(s) as if this were the Lessee him/herself. C. Access Card. If Lessee desires to use Airport’s established proximity access control card system, or other Airport access control system not yet defined by, or in use by, the Airport at that time, Airport Administration will assign one (1) card to the Lessee only. A request by the Lessee for an additional card(s) shall be made in writing stating the reason(s) or rationale why an additional card(s) is/are required. Any request for an additional card may or may not be approved by the Airport Director at his/her sole discretion. The minimum information required for the issuance of any additional card will include the name, local address, and contact phone number of the individual. A Ten Dollar ($10.00) fee, payable to DeKalb County, will be charged for the issuance of an access card to each individual. If a card is lost, stolen, or made unusable for any reasons, a Twenty-Five Dollar ($25.00) replacement fee will be required before a new card is issued. The control and monitoring of access is paramount to Airport security. Accordingly, only authorized users with access to the Airport granted pursuant to this Lease should hold a card to access the Airport. Lost or stolen Airport-issued access cards shall be reported immediately by any means possible to Airport Administration, whereupon the loss and/or theft will be recorded, and the card will be made “inactive” by Airport Administration for the access control point. “Reported immediately” means within twenty-four (24) hours or the next business day, not including weekends or holidays. A new card may then be issued by Airport Administra