4-Attachment 7 - Terminal Space Lease Agreement Template.pdf

TERMINAL SPACE LEASE AGREEMENT

Between

Metropolitan Airports Commission

And

VENDOR

Minneapolis-St. Paul International Airport

DATE

Minneapolis-St. Paul International Airport

Space Lease Agreement Summary

Type of Agreement Storage Space Lease

Tenant

Contact

Phone

E-Mail

Tenant

Notice Address 4300 Glumack Drive, Suite E-1398, St. Paul, MN 55111

MAC Representative Jay Noseworthy

Phone 612-726-8197

E-mail Jay.noseworthy@mspmac.org

MAC

Notice Address

Attn: Comm. Mgmt. & Airline Affairs

6040 28th Avenue South

Minneapolis, MN 55450

Effective Date

Term Month-to-Month

Expiration 30 day notice

Space As listed in Exhibit B

Rent As listed in Exhibit B

Security Deposit As listed in Exhibit B

Taxes Tenant responsibility

Utilities Included

Maintenance Tenant responsibility

Authorized Use(s) Concessions Support

Minimum Insurance $1 million Combined Single Limit

Note: This Space Lease Agreement Summary is presented as a reference of the Space Lease Agreement information at the time of execution. If there is a discrepancy between the information contained in this Space Lease Agreement Summary and the requirements contained in the remainder of this Space Lease Agreement, the requirements as stated in the remainder of this Space Lease Agreement will be applied.

TERMINAL SPACE LEASE AGREEMENT

TABLE OF CONTENTS

TERMINAL SPACE LEASE AGREEMENT

1. DEFINITIONS

2. LEASED PREMISES

3. TERM

4. AUTHORIZED USE OF LEASED PREMISES

5. RENT AND FEES

A. Storage and Office Rent

B. Taxes and Other Charges

C. Interest and Late Fees

D. Security Deposit

E. Utilities

6. DILIGENCE BY TENANT

7. LEASEHOLD IMPROVEMENTS

A. Installation/Construction

B. Permits

C. Liens

D. Title to Improvements and Structural Alterations

8. MAINTENANCE OBLIGATIONS

A. General Obligations

B. Redelivery of Leased Premises

9. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES

A. Repair

B. Application of Insurance Proceeds

C. Exceptions from Liability

10. LIQUIDATED DAMAGES

11. INDEMNIFICATION AND INSURANCE

A. Indemnification

B. Insurance

C. Fire and Extended Peril Property Insurance

D. Workers’ Compensation

12. ENVIRONMENTAL RESPONSIBILITIES

A. Definitions

B. Indemnification

C. Compliance with Environmental Laws

D. Notification

E. Right to Take Action

F. Right to Investigate

G. Environmental Responsibility

H. [INTENTIONALLY OMITTED]

13. COMPLIANCE WITH LAWS

A. Compliance with Laws

B. Notices of Violation

14. SECURITY REQUIREMENTS

A. Airport Security

B. Penalties Assessed by the TSA

15. BANKRUPTCY

16. DEFAULT

A. Events of Default

B. MAC’s Rights Upon Default

17. RIGHT OF ENTRY

18. QUIET ENJOYMENT

19. FAA REQUIRED CONTRACT PROVISIONS

A. General Civil Rights Provisions

B. Clauses for Transfer of Real Property Acquired or Improved Under the Airport

Improvement Program

C. Title VI Clauses for Construction/Use/Access to Real Property Acquired Under the

Activity, Facility or Program

D. Title VI List of Pertinent Nondiscrimination Acts and Authorities

20. GENERAL PROVISIONS

A. Sublease or Assignment

B. Cross Default

C. Minnesota Law and Jurisdiction

D. Severability

E. Right to Amend

F. Accord and Satisfaction

G. Attorney’s Fees and Costs

H. Relationship of Parties

I. Headings

J. Waiver

K. Condemnation

L. Subordination to Agreements with the U.S. Government

M. Parking

N. Force Majeure

O. Entire Agreement

P. Notices

EXHIBIT A: LEASED PREMISES

EXHIBIT B: RENT AND FEES

EXHIBIT C: TENANT NOTICE ADDRESS

[Remainder of Page Intentionally Left Blank]

METROPOLITAN AIRPORTS COMMISSION

TERMINAL OFFICE SPACE LEASE AGREEMENT

This Agreement (“Agreement”) made effective the # day of Month, Year by and between the Metropolitan

Airports Commission, a public corporation of the State of Minnesota (“MAC”) Vendor Name (“Tenant”).

MAC and Tenant may hereinafter be referred to as a “Party” or collectively as the “Parties.”

WHEREAS, MAC owns and operates Minneapolis-St. Paul International Airport (“Airport”); and

WHEREAS, Tenant has a need for storage or office space at the Airport; and

NOW, THEREFORE, in consideration of the foregoing and mutual promises and covenants set forth, the

Parties hereby agree as follows:

1. DEFINITIONS

A. Airport: Minneapolis-St. Paul International Airport.

B. Airport Director: Person responsible for operation of the Airport or that person’s designated representative.

C. Terminal 1: Terminal building located at 4300 Glumack Drive, St. Paul, MN 55111.

D. Terminal 2: Terminal building located at 7150 Humphrey Drive, Minneapolis, MN 55450.

E. MAC: The Metropolitan Airports Commission, which owns and operates Minneapolis-St. Paul

International Airport. Where this Agreement speaks of approval or consent by MAC or the commission, such approval or consent means action by MAC’s Executive Director or designated representative.

F. TSA: Transportation Security Administration or any successor agency responsible for Airport security.

2. LEASED PREMISES

MAC hereby leases to Tenant the support space(s) located in Terminal 1 or Terminal 2 at the Airport

(“Leased Premises”) as shown on Exhibit A. The Leased Premises occupancy date(s) are reflected in

Exhibit B, “Rent and Fees.”

MAC reserves the right to relocate the Leased Premises for Airport purposes such as Airport modification, construction, or passenger traffic flow. MAC shall give Tenant thirty (30) days advance written notice and pay relocation expenses. MAC has the final determination regarding a new location and reserves the right to cancel this Agreement if a new location cannot be found.

3. TERM

The term of this Agreement shall be month to month, commencing on the date(s) reflected on Exhibit B.

This Agreement is cancelable with or without cause by MAC or Tenant at any time upon thirty (30) days advance written notice to the other Party.

4. AUTHORIZED USE OF LEASED PREMISES

MAC grants to Tenant the use of the Leased Premises described within Section 2 as support space at the

MSP Airport. The Leased Premises shall be used and occupied by Tenant only for the uses specified in this Agreement. Tenant is prohibited from any use of the Leased Premises not specifically permitted under this Agreement without the prior written approval of MAC, such approval to be given at MAC’s sole discretion.

5. RENT AND FEES

A. Storage and Office Rent

Tenant shall pay as rent to MAC, in advance on the first day of each month, the then-current applicable terminal non-janitored rate for the Leased Premises. This rate is adjusted annually by

MAC, and is referenced in Exhibit B. Tenant shall pay monthly rent commencing on the date(s) shown on Exhibit B. The rent shall be pro-rated for any partial months.

Payments shall be submitted to MAC’s Lock Box address below (via email if possible) to:

MAC-AR@mspmac.org.

Remit Payments to Lock Box address:

MAC

NW-9227

Minneapolis MN 55485

B. Taxes and Other Charges

Tenant will pay all taxes, assessments, license fees, or other charges that may be levied or assessed during the Term of this Agreement upon or against any leasehold interests, improvements, or associated equipment on the Leased Premises, or on account of the transacting of business thereon by Tenant, it being understood that Tenant retains the right to contest any taxes so levied or assessed. Taxes levied by reason of occupancy hereunder shall be in addition to rent paid to MAC under this Agreement. Tenant shall obtain and pay for all permits, licenses, or other authorizations required by authority of law in connection with the operation of its business at said Airport.

C. Interest and Late Fees

Tenant shall pay a penalty for late or delinquent payments during the Term of this Agreement and any extensions of eighteen percent (18%) per annum on the balance of the unpaid amount calculated from the date the amount is due until the close of the business day upon which the delinquent payment is received by MAC.

D. Security Deposit

Tenant shall provide MAC a security deposit equal to three months of rent as shown in Exhibit B

(“Tenant Security Deposit”). The Tenant Security Deposit will be returned to Tenant within sixty

(60) days of when this Agreement is terminated unless MAC reasonably chooses to apply it to unpaid rent or other damages. Tenant’s Security Deposit will accrue no interest.

If Tenant defaults with respect to any provision of this Agreement, MAC may use, apply or retain all or any part of Tenant Security Deposit for the payment of any rent or other sum in default and any amounts MAC may spend by reason of Tenant’s default to the full extent permitted by law. If any portion of Tenant Security Deposit is so used, Tenant shall, within ten (10) days after written demand therefore, deposit with MAC, in a form acceptable to MAC, an amount sufficient to restore

Tenant Security Deposit to the aforementioned amounts, and Tenant’s failure to do so shall be a material default and breach of this Agreement. Concurrently with submission of a written demand from MAC to restore Tenant Security Deposit, MAC shall provide Tenant with a report consisting of any rents or other sums Tenant is in default or any amounts MAC spent which required MAC to use, apply or retain all or any part of Tenant Security Deposit. MAC shall not be required to keep any security deposit separate from its general funds, and Tenant shall not be entitled to protest on any such deposit.

E. Utilities

MAC agrees to provide the electricity, heat and air conditioning for the Leased Premises. Tenant is responsible for installation of any phone/data utilities required for its operation, as well as any other utility fees.

6. DILIGENCE BY TENANT

Tenant, in the conduct of its authorized business activities on the Leased Premises, shall furnish such service on a fair, equal and not unjustly discriminatory basis to all users thereof, and shall charge fair, reasonable, and not unjustly discriminatory prices for each unit of sale or services.

Tenant shall have all the rights and privileges to conduct all business operations authorized under the terms of this Agreement, provided, however, that this Agreement shall not be construed in any manner to grant Tenant the exclusive right to provide its services throughout the Airport.

7. LEASEHOLD IMPROVEMENTS

A. Installation/Construction

Leased Premises shall be delivered to Tenant in its current condition at acceptance. All improvements required to accommodate Tenant’s operations will be the responsibility of Tenant and must be in compliance with MAC’s Design and Construction Standards.

Tenant is responsible for obtaining the necessary building permits from the MAC Building Official.

The MAC Building Official can be reached at 612-467-0426. The cost of installation of the

Tenant’s equipment and any alterations approved by MAC to the Leased Premises, including electrical, shall be made at Tenant’s sole cost and expense. All installations and alterations shall comply with: (1) MAC design and construction standards as interpreted and administered by the

MAC Building Official; and (2) shall be submitted for written review and approval by the MAC

Building Official, which approval shall not be unreasonably withheld, conditioned or delayed. No changes or installations shall be made to MAC facilities without a MAC issued construction permit.

Tenant is responsible for all clean-up of construction materials, debris and packaging associated with construction or installations.

B. Permits

Tenant shall maintain in force and effect all permits, licenses, agreements and similar authorizations required to use the Leased Premises. Tenant’s failure to maintain such permits, licenses, agreements and similar authorizations shall not relieve Tenant from the performance of its obligations under this Agreement.

C. Liens

Tenant shall: 1) keep the Airport and the Leased Premises free and clear from all liens for labor performed and materials furnished on behalf of Tenant; and 2) defend, at Tenant’s cost, each and every lien asserted or filed against the Airport and the Leased Premises or against this Agreement and any improvement on behalf of Tenant on the Leased Premises and pay each and every judgment resulting from such lien.

D. Title to Improvements and Structural Alterations

All improvements and alterations (including without limitation Tenant’s trade fixtures) to the

Leased Premises thereafter will be paid for by Tenant and shall remain the property of Tenant.

Tenant shall within thirty (30) days from the expiration or termination of this Agreement, remove all improvements and property from the Leased Premises. In addition to any other remedies available to MAC, any improvements or properties that remain on the Leased Premises after this time shall become the property of MAC.

8. MAINTENANCE OBLIGATIONS

A. General Obligations

Tenant shall be obligated, without cost to MAC, to maintain the Leased Premises in good appearance, repair, and safe condition. Tenant shall be responsible for all janitorial service and garbage removal. Tenant shall maintain and repair all leasehold improvements on the Leased

Premises and all furnishings, fixtures, and equipment therein, installed by Tenant. Tenant shall be responsible for the proper operation and repair of lighting, ballasts, electrical outlets, switches, doors, and gates. All such maintenance, repairs, and refurbishments shall be of quality equal to or better than the materials and workmanship as of the date of this Agreement, and all work, shall be subject to the prior written approval of MAC. All installations and alterations shall comply with:

(1) MAC design and construction standards as administered by the MAC Building Official; and

(2) shall be submitted for written review and approval by the MAC Building Official. No changes or installations shall be made to MAC facilities without a MAC issued construction permit.

Approvals set forth in Section 10.A will not be unreasonably withheld, conditioned or delayed.

B. Redelivery of Leased Premises

Tenant shall make no unlawful or offensive use of the Leased Premises. At the expiration of the

Term of the Agreement or upon any sooner termination thereof, without the necessity or demand therefore by MAC, Tenant shall surrender possession of the Leased Premises peaceably, quietly and in as good order and condition as it is when turned over to Tenant, fire and reasonably unavoidable causes and reasonable wear and tear excepted.

For Terminal 2 space leases; the Leased Premises is being provided to Tenant in a like-new condition. Tenant shall be responsible for returning the Leased Premises to a like-new condition upon vacating the Leased Premises. MAC shall inventory the Leased Premises prior to vacancy and provide Tenant with a list of items which require improvement, repair, or cleaning to return the

Leased Premises to a like-new condition. Tenant shall be responsible for completing the actions necessary to return the Leased Premises to a like- new condition. A final walkthrough of the Leased

Premises will be conducted by MAC to ensure the Leased Premises are returned to MAC in a like-new condition.

9. DAMAGE TO OR DESTRUCTION OF LEASED PREMISES

A. Repair

All damage or injuries to the Leased Premises and to fixtures, appurtenances, and equipment by:

(i) Tenant, moving property in or out of the Leased Premises or by installation, removal of furniture, fixtures, equipment, or other property by Tenant; or (ii) resulting from any other cause of any other kind or nature whatsoever due to carelessness, omission , neglect, improper conduct, or other causes of Tenant, or its subtenants, invitees, agents, or employees shall be repaired, restored, or replaced promptly by Tenant within fifteen (15) days (or Tenant beginning such repair, restoration or replacement within the said fifteen (15) day period if it is impossible to repair, restore or replace within the fifteen (15) day period and such repair or restoration or replacement continues without interruption) at its sole cost and expense to the reasonable satisfaction of MAC. MAC will notify Tenant in writing if MAC reasonably determines repairs must be made. No rent shall abate if damage resulted from any act of Tenant or their subtenants, invitees, agents or employees.

Excepting the situation of impossibility set forth in this Section 11.A, if repairs are not made within fifteen (15) days of the notification of the damage, and MAC was not responsible for the damage, MAC will notify Tenant in writing that MAC will make the repairs and charge Tenant the current hourly rate for labor and materials at cost, unless otherwise agreed to. Additional interest at the rate of eighteen percent (18%) per year shall accrue if the sum is not paid within thirty (30) days after rendition of a bill or statement therefore. If MAC and its employees, or agents damage the

Leased Premises through their negligence or intentional act, MAC will be solely responsible for the repairs, replacement, or restoration within fifteen (15) days. If MAC fails to repair, replace or restore within a reasonable period of time, then Tenant may make the repairs, replace or restore the damage and render a bill to MAC for said costs and expenses associated therewith or abate rent until Tenant is made whole.

If damage occurs that is not the fault of Tenant, or any of their subtenants, invitees, agents, or employees in any way making the Leased Premises substantially unusable, rent and all other charges shall be abated on a per day pro-rated basis during the time the Leased Premises are substantially unusable.

Notwithstanding the foregoing, if the Leased Premises are completely destroyed as a result of the sole negligent or willful act or omission of Tenant, or any of their subtenants, invitees, agents, or employees , the rent shall not abate and MAC may, in its discretion, require Tenant to repair and reconstruct the Leased Premises within twelve (12) months of such destruction and pay the costs therefore; or, should Tenant refuse to reconstruct or make repairs, MAC may repair and reconstruct the Leased Premises within twelve (12) months of such destruction and Tenant shall be responsible for reimbursing the costs and expenses reasonably incurred in such repair of the Leased Premises plus fifteen percent (15%) of the total costs and expenses, plus additional interest at the rate of eighteen percent (18%) per year, accruing beginning on the date such expenses are incurred.

Should the leasehold improvements, or any part of them, be destroyed or damaged, they shall in all instances be repaired or replaced by Tenant whether or not such damage or destruction is covered by insurance, provided that this Agreement has not been canceled in accordance with the terms hereof, unless caused by the intentional or negligent acts of MAC, or its employees, agents or contractors. If Tenant fails to repair or replace such damaged leasehold improvements in accordance with a schedule approved by MAC (which such approval shall not be unreasonably withheld, conditioned or delayed)and provided that this Agreement has not been canceled, MAC may make such repairs or replacement and recover from Tenant the cost and expense of such repair or replacement, plus fifteen (15%) percent thereof, plus additional interest at the rate of eighteen percent (18%) per year, accruing beginning on the date such expenses are incurred.

B. Application of Insurance Proceeds

Whenever MAC repairs the damage, proceeds of Tenant’s and MAC’s property insurance on the

Leased Premises and leasehold improvements shall be applied to the cost of the repairs and replacement of the Leased Premises and leasehold improvements. Tenant is responsible for payment of all repair and replacement costs and expenses exceeding insurance proceeds for all non-structural portions of the Leased Premises in any event, and for all structural portions of the

Leased Premises only in the event the damage resulted from Tenant’s negligent or intentional act or omission, provided this provision does not waive any claims against Tenant. If MAC is not required to and elects not to repair the Leased Premises, the proceeds of all applicable insurance shall be paid over to MAC and Tenant as their interests appear. MAC is entitled to all insurance proceeds attributable to structural portions of the Leased Premises and all leasehold improvements funded by MAC in any portion.

C. Exceptions from Liability

Except as set forth herein, MAC shall not be liable or responsible to Tenant for any damage or destruction to Tenant's property from any cause other than its own intentional or negligent acts.

10. LIQUIDATED DAMAGES

The failure of Tenant, Tenant's subtenants, agents, employees, contractors, or invitees to adhere to

MAC’s operating standards as described in this Section will result in inconvenience to the public, other Airport operators, and will adversely affect the operation of the Airport. Quantification of the resulting damages is difficult. MAC and Tenant agree that the liquidated damages set forth below are reasonable estimates of the actual damages that would be incurred by the public, other Airport operators, and MAC for the specified breaches of the foregoing operating standards and Tenant agrees to pay to MAC liquidated damages in accordance with this section, at the rates or in the amounts specified below, upon the occurrence of the specified breach, and upon demand by MAC.

Tenant agrees that such amounts are fair compensation to MAC for such damage.

The liquidated damages required by this Section are solely for inconvenience to the public, other operators at the Airport, and adverse effects on Airport operations; payment of liquidated damages shall not relieve Tenant of responsibility for unpaid rent or fees, physical damage, personal injury, or other harm caused by Tenant, or its employees, agents, operators or subtenants.

For the non-monetary defaults described in this Section 10 MAC in its sole reasonable discretion may determine if a violation of this Agreement has occurred and may impose the following liquidated damages. Failure to pay assessed liquidated damages within thirty (30) days of invoice shall constitute a default under this Agreement and interest shall thereafter accrue in accordance with

Section 5(c) of this Agreement. Offenses in this section are cumulative during each year and are in addition to any other remedies MAC may have under this Agreement or other applicable law.

The first offense by Tenant in any of the following categories will require Tenant to pay to MAC liquidated damages in the amount listed below without any warning or advance notice to Tenant required:

Violation of MAC sanitation, hygiene, and cleanliness standards

Co-mingling of solid waste, recycling, and/or organics waste in violation of MAC's solid waste policies.

Failure to properly receive and store deliveries within two hours of delivery

Failure to secure any stored alcoholic beverages

Violation of any TSA policies regarding prohibited items and knife security

Compliance violation of any applicable code (e.g., Health, Building, Fire etc.)

The second and subsequent offenses of the same type will require Tenant to pay to MAC liquidated damages doubling from the previous offense subject to a maximum daily charge of $2,000 per offense type per day. For each offense, the amount stated is per day or per occurrence, whichever is greater, until the situation is remedied. MAC, in its sole discretion, may elect to limit the amount of liquidated damages that accrues if it takes more than one (1) day to remedy the situation and if Tenant is making reasonably diligent efforts toward such remedy. “Reasonably diligent efforts” shall be determined by

MAC in its sole discretion.

The first offense by Tenant in any other category (not listed in the previous paragraph) will result in a warning letter. In addition to the notice procedures in Section P of this Agreement, such warning letter may be provided via electronic mail to Tenant's on-site or corporate management staff to be effective.

The second offense of the same type in any year will require Tenant to pay to MAC liquidated damages in the amount listed below without any subsequent warning or notice to Tenant required. For third and each subsequent offense of the same type in any year, Tenant shall pay liquidated damages doubling from the previous offense subject to a maximum daily charge of $2,000 per offense per day without any subsequent warning or notice to Tenant required. For each offense, the amount stated is per day or per occurrence, whichever is greater, until the situation is remedied. MAC, in its sole discretion, may elect to limit the amount of liquidated damages that accrues if it takes more than one (1) day to remedy the situation and if Tenant is making reasonably diligent efforts toward such remedy. “Reasonably diligent efforts” shall be determined by MAC in its sole discretion.

MAC in no way waives, and hereby expressly reserves, its other rights under this Agreement and under other applicable law to the extent the violation continues beyond the specified time period limitations set forth below. Nothing herein shall preclude Tenant from assessing a subtenant for any fines imposed with respect to that subtenant’s premises.

LIQUIDATED DAMAGES FOR VIOLATION OF OPERATING STANDARDS

VIOLATION LIQUIDATED DAMAGES

Violation of MAC sanitation, hygiene, and cleanliness standards $500

Co-mingling of solid waste, recycling, and/or organics waste in violation of MAC's solid waste policies.

$500

Failure to properly receive and store deliveries within two hours of delivery

$500

Failure to secure any stored alcoholic beverages $250

Violation of any TSA policies regarding prohibited items and knife security

$250

Compliance violation of any applicable code (e.g., Health, Building, Fire etc.)

$500

Unauthorized use of common areas $500

Unauthorized sublets $250

Unauthorized lease hold improvements $250

Failure to provide or maintain security deposit as referenced in

Section 5.D

$250

Failure to comply with cleanliness (but excluding sanitary) and cosmetic maintenance requirements, and other nominal violations of requirements, as referenced in Section 8.

$250

Failure to provide current evidence of insurance as referenced in

Section 11(D).

$250

Other non-monetary violations of this Agreement $250

For the avoidance of doubt, the provisions of this section are applicable to the violations described above for the time periods specified and do not extend to the consequences of such violations or limit the remedies for violations still existing beyond said specified time periods or for other defaults or violations of this Agreement.

11. INDEMNIFICATION AND INSURANCE

A. Indemnification

To the fullest extent permitted by law, Tenant does hereby covenant and agree to indemnify, defend and hold completely harmless MAC and its commissioners, officers, agents and employees

(collectively “Indemnitees”) from and against any and all liabilities, losses, damages, suits, actions, claims, charges, judgments, settlements, fines or demands of any person arising by reason of injury or death of any person, or damage to any property, or any claim of such injury, death, or damage to any property, including all reasonable costs for investigation and defense thereof (including, but not limited to, investigative fees, attorney’s fees, court costs and expert fees) of any nature whatsoever arising out of or as a result of Tenant’s operations at or about the Leased Premises and the Airport;

or the acts or omissions of Tenant’s officers, agents, employees, contractors, subcontractors, licensees or invitees, regardless of where the injury, death or damage may occur.

MAC shall give Tenant reasonable notice of any such claim or action. In indemnifying or defending an Indemnitee, Tenant shall use legal counsel reasonably acceptable to MAC. MAC, at is option, shall have the right to select its own counsel, or to approve joint counsel as appropriate (considering potential conflicts of interest) and any experts for the defense of claims. Tenant at their expense, shall provide to MAC all information, records, statements, photographs, video, or other documents reasonably necessary to defend any claims.

This provision shall survive expiration or earlier termination of the Agreement. The furnishing of the required insurance hereunder shall not be deemed to limit Tenant’s obligations under this

Agreement.

As a distinct and separate indemnification obligation, Tenant shall defend, indemnify and hold completely harmless MAC and its commissioners, employees, agents, and consultants from any claims or liabilities out of Tenant’s failure or alleged failure to procure and to keep in force the insurance required as part of this Agreement.

Tenant shall not use or the Leased Premises to be used in any manner that would void Tenant or

MAC’s insurance or increase the insurance risk. Tenant shall comply with all requirements imposed by the insurers for MAC and Tenant.

This indemnification is intended for the indemnified Parties and their legal representatives. The provided indemnification is not intended to relieve a primary insurer of its coverage obligations.

B. Insurance

Tenant shall maintain, with insurance underwriters that have an A.M. Best Rating of at least A- and are licensed or admitted in Minnesota, a commercial general liability policy or policies of insurance in amounts as hereinafter set out protecting Tenant and MAC against public liability and property damage, including products liability and contractual liability. Such policy or policies shall be in at least the following amounts: $1,000,000 per accident or occurrence and $2,000,000 aggregate. Tenant is responsible to ensure such policy or policies shall provide for a minimum of thirty (30) days written notice of cancellation. It is understood that the specified amounts of insurance in no way limit the liability of Tenant to MAC. Tenant shall furnish to MAC upon execution of this Agreement, a certificate using the most current ACORD form and copies of endorsements as required within from the insurance carrier or carriers showing such insurance to be in full force and effect during the Term of this Agreement, or shall deposit copies of the policies, which give this coverage with MAC.

Additionally, Tenant will name MAC as an additional insured by endorsement or terms and conditions on the policy, or policies, required within. The policy or policies shall be primary and non-contributory by endorsement or terms and conditions.

C. Fire and Extended Peril Property Insurance

Tenant shall procure and keep in force an extended peril property insurance policy upon its leasehold improvements, to the full replacement cost thereof and shall furnish MAC with evidence that such coverage has been procured and is being maintained in full force and effect. Such insurance shall name MAC as Loss Payee and proceeds shall be paid over to MAC to apply to the cost of repair or replacement or if there is no repair or replacement such proceeds shall be paid over to MAC as their interests may appear. The policy or policies shall contain a waiver of subrogation in favor of the

MAC by endorsement or terms and conditions of the policy or policies.

D. Workers’ Compensation

Tenant shall maintain workers’ compensation insurance to statutory limits. Tenant shall also ensure that all subcontractors and agents also maintain workers’ compensation insurance. The insurance shall be with an insurance company licensed or admitted in Minnesota and having an A.M. Best rating of at least A-VII. Employer liability limits shall be at least $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limits. A current certificate of insurance using the standard ACORD form shall be provided to MAC. The policy or policies shall contain a waiver of subrogation in favor of the MAC by endorsement or terms and conditions of the policy or policies.

12. ENVIRONMENTAL RESPONSIBILITIES

A. Definitions

“Environmentally Regulated Substances” means any element, compound, pollutant, contaminant, toxic, or other hazardous substance, material or waste, or any mixture thereof, designated, referenced, regulated or identified pursuant to any Environmental Law.

“Environmental Law” means any common law or duty, case law or ruling, statute, rule, regulation, law, ordinance or code whether local, state or federal, that regulated, creates standards for or imposes liability or standards of conduct concerning any element, compound, pollutant, contaminant, or toxic or hazardous substance material or waste, or any mixture thereof or relates in an way to emissions or releases into the environment or ambient environmental conditions, or conduct affecting such matters.

B. Indemnification

Tenant hereby indemnifies and agrees to defend, protect and hold harmless, MAC, commission members, its officers, employees or agents, any successor or successors to MAC’s interest

(collectively “MAC Indemnities”) from and against any and all losses, liabilities, fines, charges, damages, injuries, penalties, response costs, or claims of any and every kind whatsoever paid, incurred or asserted against, or threatened to be asserted against, any MAC Indemnitee, in any way relating to or regarding, directly or indirectly, Environmentally Regulated Substances or

Environmental Laws, including all related claims or causes of action at common law or in equity which arise from the Leased Premises (hereinafter “Environmental Claims”); such matters will include without limitation: (i) all consequential damages; (ii) the costs of any investigation, study, removal, response or remedial action, as well as the preparation or implementation of any monitoring, closure or other required plan or response action; and (iii) all reasonable costs and expenses incurred by any MAC Indemnitee in connection with such matters including, but not limited to, attorney’s fees and reasonable fees for professional services or firefighting or pollution control equipment related to spills, releases or unintended discharges. Tenant further agrees to defend, protect, indemnify and hold harmless any MAC Indemnitee for any such matters arising out of or relating to Sections 14.C. and 14.E. below. Such indemnification and Tenant’s obligations hereunder, shall survive cancellation, termination, or expiration of the Term of this Agreement.

C. Compliance with Environmental Laws

Tenant shall keep and maintain and shall conduct its operations at the Airport in full compliance with Environmental Laws. Tenant will further ensure that its employees, agents, and contractors, subcontractors, and any other persons conducting any activities on the Airport related to the Tenant will do so in full compliance with all Environmental Laws. By virtue of its operational control of the facility, Tenant shall be responsible for obtaining all necessary government permits or other approvals required by Environmental Laws in its name.

D. Notification

Tenant shall notify MAC in writing within a reasonable amount of time after learning of any matter that might give rise to an Environmental Claim, or if Tenant obtains knowledge of any release, threatened release, discharge, disposal or emission of any Environmentally Regulated Substance in, on, under or around the Leased Premises which are not in full and complete compliance with all Environmental Laws. Tenant shall promptly follow the notification procedures outlined in the

MSP Integrated Spill Response and Coordination Plan (“Integrated Plan”) regarding any spills, releases or accidental discharges that occur on the Airport.

E. Right to Take Action

MAC shall have the right, but not the obligation or duty, to join or participate in, including if it so elects as a formal party, any legal or administrative or equitable proceedings or actions initiated by any person or entity in connection with any Environmentally Regulated Substance, Environmental

Law, Environmental Claim pertaining to Tenant’s operation at the Airport, or if Tenant is not fulfilling its obligations under Section 14.B. above, and in such case to have its reasonable attorneys’ fees and costs incurred in connection therewith paid by Tenant.

F. Right to Investigate

MAC shall have the right, but not the obligation or duty, anytime from and after the date of this

Agreement, to investigate, study and test to determine whether Environmentally Regulated

Substances are located in, on or under the Airport, or were emitted or released therefrom, which are not in compliance with Environmental Laws. Upon the reasonable request of MAC, Tenant shall provide a list of any and all Environmentally Regulated Substances used in, on or under the

Airport certified as true and correct, and specifying how such Environmentally Regulated

Substances are used, stored, treated, or disposed.

G. Environmental Responsibility

1. Spill Coordination and Responsibility

Tenant agrees to implement Integrated Plan. Tenant is obligated to ensure that it has adequate resources to respond to a discharge, including retaining a discharge recovery contractor and providing the necessary equipment to respond to a discharge, in accordance with the Integrated

Plan.

Annually, Tenant shall verify to MAC that it is complying with this Section 14.G.1 and the

Integrated Plan as detailed in the plan.

If MAC incurs costs related to a spill or other environmental expenses related to fuel or hazardous and/or non-hazardous substances as a result of related to Tenant’s operations, unless due to the gross negligence of MAC, MAC will bill Tenant for all MAC’s actual costs, plus a fifteen percent (15%) administrative fee. Tenant shall pay MAC within thirty (30) days of

Tenant’s receipt of the invoice. Tenant may then determine which Tenant, Tenant Agent, Tenant Clientele or other party, is responsible for such costs.

2. Minnesota Pollution Control Agency (“MPCA”) Permits

If applicable, Tenant agrees to make application to be included on and comply with the MSP

NPDES Permit or, if the MAC is in agreement, apply for and comply with an individual stormwater permit issued to Tenant.

3. Miscellaneous Environmental Operating Conditions

If applicable, Tenant agrees to take steps to implement, maintain and comply with the MPCA approved plans or procedures including the Integrated Spill Plan, Recovered Fuels Plan, Oil/Water Separator Plan, and any required procedures as required by the MPCA AST program or other regulating agreements.

Tenant shall not conduct any vehicle or aircraft maintenance outside and shall not store waste materials outside. Tenant shall ensure its dumpsters are covered at all times except when being filled with waste and shall prevent its equipment from having releases to stormwater.

For indoor and outdoor vehicle and trailer washing: Indoor washing is authorized where wash water drains to the sanitary system properly. Outdoor washing requires the use of a wash water runoff containment system allowing the run-off to be collected and disposed of properly.

Tenant is prohibited from having any discharges of wash waters with detergents or

Environmentally Regulated Substances to stormwater. For products containing

Environmentally Regulated Substances (e.g. pavement deicers, rubber removal chemicals, detergents, etc.) that may be exposed to stormwater as part of Tenant’s operation on the Leased

Premises, Tenant use shall be limited to those products which are approved by the Minnesota

Pollution Control Agency (MPCA).

H. [INTENTIONALLY OMITTED]

13. COMPLIANCE WITH LAWS

A. Compliance with Laws

Tenant, at its sole expense, shall promptly comply with and conform to all applicable present and future laws, ordinances, regulations, and requirements of federal, state, county, and other government bodies of competent jurisdiction that apply to or affect, either directly or indirectly, Tenant’s use and occupation of the Leased Premises, and with any lawful order or direction of any public officer relating thereto and operations and activities under this Agreement. MAC shall have the right to and shall adopt and enforce reasonable rules and regulations with respect to the use of the Airport, Leased Premises, and MAC-owned property and related facilities, which Tenant must observe and obey. MAC retains the right, but not the duty, to enter and inspect the leased area upon reasonable notice to Tenant.

B. Notices of Violation

Tenant shall notify MAC within five (5) business days (Monday – Friday excluding national holidays) of any notices of violation of any laws, ordinance, rule, regulation or order of which

Tenant is or should be aware.

14. SECURITY REQUIREMENTS

A. Airport Security

All employees, agents, and/or subcontractors of Tenant must meet the requirements of the Airport

Police Department with regard to security badging access. All security badging questions must be referred to the Airport Police Department Badging Office at 612-467-0623. All necessary badging shall be Tenant’s sole expense.

Tenant agrees to be familiar with the physical layout and general operating conditions at MSP.

Tenant at its own expense shall abide by all Transportation Security Administration (“TSA”) or

MAC security requirements, ordinances or security directives, including but not limited to, security badge qualifications, access, display, and use, restrictions on sale of dangerous items and limited security area access abilities.

The security of the airport environment, especially in the sterile area, requires constant vigilance and control by MAC. Pursuant to TSA requirements, MAC is only allowed to permit access to the sterile area to individuals who have a business purpose inside the area. Because of this requirement on MAC, security badges issued to Tenant, Tenant’s subcontractors, or independent contractors may be deactivated at the end of the day of termination of the Agreement.

B. Penalties Assessed by the TSA

Tenant understands and agrees that in the event the TSA assesses a civil penalty or fine against

MAC for any violation of Transportation Security Regulation or other federal statute as a result of any act or failure to act on the part of Tenant, its subtenants, or subcontractors, Tenant will reimburse MAC in the amount of the civil penalty assessed plus any costs for defending the civil penalty, including reasonable attorneys’ fees. MAC will provide Tenant notice of the allegation, investigation or proposed or actual civil penalty. Failure of Tenant to reimburse MAC within one hundred twenty (120) days of receipt of written notice of the assessed civil penalty shall be an event of default.

15. BANKRUPTCY

Section 18.A. shall not apply to any valid assumption or assignment of this Agreement by a trustee as a debtor in possession under Section 365 of the Bankruptcy Code of 1978, as amended. However, adequate assurance of future performance as provided by Section 365 of the Bankruptcy Code of 1978, as amended, for the purposes of the assumption or assignment of this Agreement shall include, but shall not be limited to:

A. Adequate assurance of the reliability of the source of all of the rentals, fees, charges, and other consideration due under this Agreement after the assumption or assignment of this Agreement.

B. Adequate assurance that neither the assumption or assignment of this Agreement nor the exercise of rights hereunder by the party assigning or the assignee will breach any provision in any other agreement to which MAC is bound, any federal or state statute, rule or regulation affecting MAC or the Airport, or any rule, regulation, or ordinance made by MAC.

C. Adequate assurance that the assumption or assignment of this Agreement will not disrupt the operation of the Airport.

D. Adequate assurance after the assumption or assignment of this Agreement of payment of rents, fees, charges and other consideration in the form of a deposit, other security, or a bond from a reputable surety, in an amount equal to one year's rent.

E. Adequate assurance that the Leased Premises will be used to provide the services permitted by this

Agreement.

16. DEFAULT

A. Events of Default

Any of the following shall constitute a default of this Agreement by Tenant.

1. Tenant is in arrears in the payment of rent for a period of fifteen (15) days after written notice of default from MAC.

2. Tenant fails to operate the Leased Premises as required under this Agreement, or Tenant fails or neglects to do or perform or observe any of the covenants contained herein on its part to be kept and performed and such failure or neglect shall continue for a period of not less than thirty (30) days after MAC has notified Tenant in writing of Tenant’s default hereunder and Tenant has failed for reasons other than those beyond Tenant’s control to correct such default within said thirty (30) days (such thirty (30) day notification period shall not be construed to apply to any default in payment of rent).

3. Tenant shall be declared to be bankrupt or insolvent according to law, or if any assignment of its property shall be made for the benefit of creditors.

B. MAC’s Rights Upon Default

MAC, or those having an estate in the Leased Premises, may take any of the remedies set forth in the following subsections.

1. Immediately, or at any time thereafter, without further notice to Tenant, re-enter into or upon the

Leased Premises or any part thereof and take possession of the same fully and absolutely without such re-entry working a forfeiture of the rents or other charges to Tenant for the full Term of this

Agreement, and in the event of such re-entry, MAC may proceed for the collection of the rents or other charges to be paid under this Agreement or for properly measured damages; or

2. MAC may, at its election, terminate this Agreement upon written notice in the manner hereinafter provided and re-enter Leased Premises as of its former estate therein, and Tenant covenants in case of such termination to remain responsible to MAC for all loss of rents and expense including reasonable attorney’s fees which MAC has suffered or paid by reason of termination, during the residue of the Term; or

3. MAC shall further have all other rights and remedies including injunctive relief, ejectment or summary proceedings in unlawful detainer, and all such remedies shall be cumulative.

17. RIGHT OF ENTRY

MAC, its officers, agents, and employees shall have the right, without limitation, throughout the Term of this Agreement to enter upon the Leased Premises for any lawful purpose, including the purpose of determining whether Tenant is complying with its obligations herein.

Such entry by MAC shall not be deemed to excuse Tenant's performance of any promise, term, condition, or covenant required of it by this Agreement, and shall not be deemed to constitute waiver thereof by MAC.

18. QUIET ENJOYMENT

So long as Tenant is not in default in their obligations hereunder, MAC covenants and agrees that

Tenant shall have, hold and enjoy peaceful and uninterrupted possession of all of the Leased Premises and of its rights to in, to, and from the Airport as herein granted.

19. FAA REQUIRED CONTRACT PROVISIONS

Sections 19.A-D of this Agreement are required to appear verbatim in this Agreement, per the MAC’s grant obligations to the federal government.

A. General Civil Rights Provisions.

In all its activities within the scope of its airport program, the Tenant agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent

Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

If the Tenant transfers its obligation to another, the transferee is obligated in the same manner as the Tenant.

The above provision obligates the Tenant for the period during which the property is owned, used or possessed by the Tenant and the Airport remains obligated to the Federal Aviation

Administration.

B. Title VI Clause for Transfer of Interest in Real Property

The Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that:

In the event facilities are constructed, maintained, or otherwise operated on the property described in this lease for a purpose for which a Federal Aviation Administration activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the Lessee will maintain and operate such facilities and services in compliance with all requirements imposed by the Nondiscrimination Acts and Regulations listed in the Title VI List of Pertinent Nondiscrimination Acts and Authorities (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities.

With respect to this lease, in the event of breach of any of the above Nondiscrimination covenants, the MAC will have the right to terminate the lease and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the Lease had never been made or issued.

C. Title VI Clauses for Use/Access To Real Property

The Lessee for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the Lessee will use the premises in…