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USS 2539 LT 46 - USCG BASE - ZCP 3/28/2023
Kodiak Island Borough Community Development Department Aft 710 Mill Bay Rd. Rm 205 Kodiak AK 99615 Ph. (907) 486 - 9363 Fax (907) 486 - 9396 Zoning Compliance Permit Permit No.��o '�_ b2z The following information is to be supplied by the Applicant: Property owner/ Applicant: Kodiak Airport Properties / U.S. Coast Guard Mailing Address: 1420 Airport Way, Kodiak, AK 99615 Phone Number. (706)466-6973 Other Contact email, etc.: Adam@flyadq.com Legal Description: Subdv: Kodiak Airport Subdivision Block: 1600 Lot 6A Street Address: 1000 Vj'fPU)T L')A V Use & Size of Existing Structures: No existing structures are located on the lot. Description of Proposed Action: Site prep for poured concrete foundation and erection of a approximately 9200 square foot aircraft storage hangar. Site plan is included with this permit application. Site Plan to include lot boundaries and existing easements, existing buildings, proposed location of new construction, access points, and vehicular parking areas, As Built required with all improvement changes. Staff Compliance Review: Current Zoning: (i p- l Jam) PROP_ID ffC Lot Area: �i K,CS Lot Width: �l r), I Building Height: 1 Front Yard: .Z', Rear Yard: ZS ` Side Yard: ZS r Parking plan? I i,e6 p Of Req'd Spaces: � As Built: Staff Compliance Review Notes and Specific Plat / Subdivision Requirements: Subd Case No. Plat No. Building PennitNo. .I� Does the projBgt inVol4e' ,i; an EPA defined facility? Proof of EPA notification provided (if required)? -Requiredfor all demolitions, for renovations disturbingat least UOsquare •commercialbdildthgs,installat ns(militarybases), feet,2b0finearfeet,or35mbicfeetofRegulatedAsbestos Containing Material(RACM),andfor institutions (schools, hospita and residences renovations that remove aload-suppordngstructurelmember er. with more than four (4)d of g units. No permit will be issued for such oroiects without nroof of EPA notification Driveway Permit? Septic Plan Approval: Fire Marshall: Aoolicant Certification: l herebycertifythat l willcomplywiththe provisions ofthe KodiaklslandBoroughCodeand that I havetheauthoritytocertifythisasthepropertyowner, orasarepresentativeofthepropertyowner.I agreetohaveidentifiable cornermarkers in place for verification of building setback (yard) requirements. Attachments? List Other: Date: 3 a-t 2JDa3 /n� Print Name: /-rDAM LlAr?— Date: 3 a7 9,4)a3 Signature: �/fjr/ A, - This permit is only for the proposed project as described by the applicant If there are any changes to the proposed project, including its intended use, prior to or during iissiting, construction, operation, contact this office immediately to determine if further review and approval of the revised project is necessary. THIS FORM DOES NOT AUTHORIZE CONSTRUCTION WHEN A BUILDING PERMIT IS REQUIRED. "EXPIRATION, Anyzoningeompliancepermitissued issubjectto thesameexpiradom suspension, andrevocation provisionsasa (building permit issued for the sameconstruetion permit ** COD Staff Certification Date: t a CDDStaff: Payment Verification Zoning Compliance Permit Fee Payable in Cashier's Office Room It 104-Main floorof Borough Building After -the -Fact 2X the published amount Not App livable $0.00 ❑ $0.00 Less than 1.75 acres: $30.00 ❑ $60.00 1.76 to S.00 acres: El $60.00Ei $120.00 5.01 to 40.00 acres: El $90.00Ei $180.00 40.01 acresor more: $120.00 $240.00 Transaction Receipt - Success Kodiak Island Borough Kodiak Island Borough Community Development MID:200006988265 710 Mill Bay Road Kodiak, AK 99615 907-486-9323 [IIt7h�:1Ni1)iitZli'Atjt� Remittance ID: Kodiak032823133004869Cur Transaction ID: 302948169 ADAM R. LUTZ 1420 Airport Way KODIAK, Alaska 996154 United States Visa - 6195 Approval Code: 00508D Sale Amount: $30.00 Kodiak Airport Properties/USCG 706-466-6973 BZ2023-022 1400 Airport Way Service Fee: $1.00 Service Fee Type: Dual Transaction Total Amount: $31.00 Cardmember acknowledges receipt of goods and/or services in the amount of the total shown hereon and agrees to perform the obligations set forth by the cardmember's agreement with the issuer. Signature click here to continue. §! !I® !,°;; :m,§;::- — — — — — — — — — _ |)| §§! § ,,- � (°: Z. \ A. 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(3) 25 to 1 for a horizontal distance of (a) If you are required to file notice under §77.9, 5,000 ft. from the nearest point of the nearest you must submit to the FAA a completed FAA landing and takeoff area of each heliport Form 7460-1, Notice of Proposed Construction described in paragraph (d) of this section. or Alteration FAA Form 7460-1 is availahle at FAA regional offices and on the Internet (b) You must submit this form at least 45 days before the start date of the proposed construction or alteration or the date an application for a construction permit is filed, whichever is earliest. (c) If you propose construction or alteration that is also subject to the licensing requirements of the Federal Communications Commission (FCC), you must submit notice to the FAA on or before the date that the application is filed with the FCC. (d) If you propose construction or alteration to an existing structure that exceeds 2,000 ft. in height above ground level (AGL), the FAA presumes it to be a hazard to air navigation that results in an inefficient use of airspace. You must include details explaining both why the proposal would not constitute a hazard to air navigation and why it would not cause an inefficient use of airspace. (e) The 45-day advance notice requirement is waived if immediate construction or alteration is required because of an emergency involving essential public services, public health, or public safety. You may provide notice to the FAA by any available, expeditious means. You must file a completed FAA Form 7460-1 within 5 days of the initial notice to the FAA. Outside normal business hours, the nearest flight service station will accept emergency notices. § 77.9 Construction or alteration requiring notice. If requested by the FAA, or if you propose any of the following types of construction or alteration, you must file notice with the FAA of: (a) Any construction or alteration that is more than 200 ft. AGL at its site. (b) Any construction or alteration that exceeds an imaginary surface extending outward and upward at any of the following slopes: (1) 100 to 1 for a horizontal distance of 20,000 ft. from the nearest point of the nearest runway of each airport described in paragraph (d) of this section with its longest runway more than 3,200 ft. in actual length, excluding heliports. (2) 50 to 1 for a horizontal distance of 10,000 ft. from the nearest point of the nearest runway of each airport described in paragraph (d) of this section with its longest runway no more than 3,200 ft. in actual length, excluding heliports. Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hiliwood Parkway Fort Worth, TX 76177 Fax: (817) 222-5920 Website: https://oeaaa.faa.gov (c) Any highway, railroad, or other traverse way for mobile objects, of a height which, if adjusted upward 17 feet for an Interstate Highway that is part of the National System of Military and Interstate Highways where overcrossings are designed for a minimum of 17 feet vertical distance, 15 feet for any other public roadway, 10 feet or the height of the highest mobile object that would normally traverse the road, whichever is greater, for a private road, 23 feet for a railroad, and for a waterway or any other traverse way not previously mentioned, an amount equal to the height of the highest mobile object that would normally traverse it, would exceed a standard of paragraph (a) or (b) of this section. (d) Any construction or alteration on any of the following airports and heliports: (1) A public use airport listed in the Airport/Facility Directory, Alaska Supplement, or Pacific Chart Supplement of the U.S. Government Flight Information Publications; (2) A military airport under construction, or an airport under construction that will be available for public use; (3) An airport operated by a Federal agency or the DOD. (4) An airport or heliport with at least one FAA -approved instrument approach procedure. (e) You do not need to file notice for construction or alteration of: (1) Any object that will be shielded by existing structures of a permanent and substantial nature or by natural terrain or topographic features of equal or greater height, and will be located in the congested area of a city, town, or settlement where the shielded structure will not adversely affect safety in air navigation; (2) Any air navigation facility, airport visual approach or landing aid, aircraft arresting device, or meteorological device meeting FAA - approved siting criteria or an appropriate military service siting criteria on military airports, the location and height of which are fixed by its functional purpose; (3) Any construction or alteration for which notice is required by any other FAA regulation. (4) Any antenna structure of 20 feet or less in height, except one that would increase the height of another antenna structure. INSTRUCTIONS FOR COMPLETING FAA FORM 7460-1 I�ttYiF9��'I�xTi9:1I. � � ITEM #1. Please include the name, address and phone number of a personal contact point as well as the company name. ITEM #2. Please include the name, address and phone number of a personal contact point as well as the company name. ITEM #3. New Construction would be a structure that has not yet been built. Alteration is a change to an existing structure such as the addition of a side mounted antenna, a change to the marking and lighting, a change to power and/or frequency, or a change to the height. The nature of the alteration shall be included in ITEM #21 "Complete Description of Proposal". Existing would be a correction to the latitude and/or longitude, a correction to the height, or if filing on an existing structure which has never been studied by the FAA. The reason for the notice shall be included in ITEM #21 "Complete Description of Proposal". ITEM #4. If Permanent, so indicate. If Temporary, such as a crane or drilling derrick, enters the estimated length of time the temporary structure will be up. ITEM #5. Enter the date that construction is expected to start and the date that construction should be completed. ITEM #6. Please indicate the type of structure. DO NOT LEAVE BLANK. ITEM #7. In the event that obstruction marking and lighting is required, please indicate type desired. If no preference, check "other" and indicate "no preference" DO NOT LEAVE BLANK. NOTE: High Intensity lighting shall be used only for structures over 500' AGL. In the absence of high intensity lighting for structures over 500' AGL, marking is also required. ITEM #8. If this is an existing tower that has been registered with the FCC, enter the FCC Antenna Structure Registration number here. ITEM #9 and #10. Latitude and longitude must be geographic coordinates, accurate to within the nearest second or to the nearest hundredth of a second if known. Latitude and longitude derived solely from a hand-held G P S instrument is NOT acceptable. A hand-held GPS is only accurate to within 100 meters (328 feet) 95 percent of the time. This data, when plotted, should match the site depiction submitted under ITEM #20. ITEM #11. NAD 83 is preferred; however, latitude and longitude may be submitted in NAD 27. Also, in some geographic areas where NAD 27 and NAD 83 are not available other datum may be used. It is important to know which datum is used. DO NOT LEAVE BLANK. ITEM #12. Enter the name of the nearest city and state to the site. If the structure is or will be in a city, enter the name of that city and state. ITEM #13. Enter the full name of the nearest public -use (not private -use) airport or heliport or military airport or heliport to the site. ITEM #14. Enter the distance from the airport or heliport listed in #13 to the structure. ITEM #15. Enter the direction from the airport or heliport listed in #13 to the structure. ITEM #16. Enter the site elevation above mean sea level and expressed in whole feet rounded to the nearest foot (e.g. 17'3" rounds to 17', 17'6" rounds to 18'). This data should match the ground contour elevations for site depiction submitted under ITEM #20. ITEM #17. Enter the total structure height above ground level in whole feet rounded to the next highest foot (e.g. 17'3" rounds to 18'). The total structure height shall include anything mounted on top of the structure, such as antennas, obstruction lights, lightning rods, etc. ITEM #18. Enter the overall height above mean sea level and expressed in whole feet. This will be the total of ITEM #16 + ITEM #17. ITEM #19. If an FAA aeronautical study was previously conducted, enter the previous study number. ITEM #20. Enter the relationship of the structure to roads, airports, prominent terrain, existing structures, etc. Attach an 8-112" x 11" non -reduced copy of the appropriate 7.5 minute U.S. Geological Survey (USGS) Quadrangle Map MARKED WITH A PRECISE INDICATION OF THE SITE LOCATION. To obtain maps, contact USGS at 1-888-275-8747 or via internal at "http,//store.usus.aov". If available, attach a copy of a documented site survey with the surveyors certification stating the amount of vertical and horizontal accuracy in feet. ITEM #21. • For transmitting stations, include maximum effective radiated power (ERP) and all frequencies. • For antennas, include the type of antenna and center of radiation (Attach the antenna pattern, if available). • For microwave, include azimuth relative to true north. • For overhead wires or transmission lines, include size and configuration of wires and their supporting structures (Attach depiction). • For each pole/support, include coordinates, site elevation, and structure height above ground level or water. • For buildings, include site orientation, coordinates of each comer, dimensions, and construction materials. • For alterations, explain the alteration thoroughly. go For existing structures, thoroughly explain the reason for notifying the FAA (e.g. corrections, no record or previous study, etc.). Filing this information with the FAA does not relieve the sponsor of this construction or alteration from complying with any other federal, state or local miss or regulations. If you are not sure what other rules or regulations apply to your proposal, contact local/state aviation's and zoning authorities. papervroikRedutt nW FkAd Ratemenl A federal ammy may not conduct nrspmom, and a to is not resulted to respond to, nor shall a pedon be subject to a penalty for failure to comply with a collMlan of information subleat b the resuirementemore paperwork Reduction Ad unims Mat collection displays a currently oalid OMB Cured Number "a OMe control number for this Informationcolleetem re 212000o public reporting for this eolkelun of Information I, operated to be approtimateN 19 minutes per response, Induding the tome for re Newires strvcdons, searching seining data sounds, gathering and maintaining the data needed, comments and rerideng Me callecban of information. All responses to thiouslo sera of information ad mandatory for anyone proposing construNlon or alteration Mat mMs the criteria contained In Mcle 77,"is nformaten Is digested b defuse the reso ofemposed corcNucton or ahemtwn on airnavigadon and is notcanfidenllal. Send comments addreng this burden assured or any comer -post of this dllecbon of Information, including suggestions for reactions, d i, harden W. Intervention Collection Clearance Ofte, Federalgr unum Adminummum WWI NIIIwoo l parkway, FON Wortels 76177 ISM. FOFm 7460-1 (04/20) superseded Previous Edison Electronic Version (Monte) NSN: 0052-0M12-0009 p,ivaeyAct Saampnt IS U.S.C.; Mina, as amendetll: AUTHORITY: The FAA is respondue for issuing a dearmna om based on eaensNe analysis mampated M..idea. wet 4e United Stele. cede (USC) Section. 44718. Tide 14 ofMe code of Federal anal dons (14 CfR), pad 77 automes FPAW soled Nix Information. PURPOSEISL FAA veill use Me information Provided to administer Me Aeronautical Study Process. ROUTINE USEISIan acwrtlance arith DOTS system orrewrds notice, DOPALL 16 Main, Management Syaem and OOT/FM 926 action for Exemption, Older ten Medical Exempbonoublic uncanny. Me InrotmeUon poNded maybe d.do.edto oMdak eiMin Me pact govemment and Me public in genera. Please Type Or Real on This Form Form Approved OMB No, 212MW I Elrpl'rdrlon Date: 04/30/2023 Failure To Provide All Requested Information May Delay Processing of Your Notice ne Occidental ofr—pndated Notice of Proposed Construction or Alteration FaMrd Aviation Atl li lehegon FOR FAA USE ONLY AaonaWntl SlWy Numbs 1. Sponsor (person, company, etc. proposing this action): Attn. of Kodiak Airport Properties 9. Latitude: N57 45 18 8419 n W152 30 57 0775 aName: 10. Longitude: If. Datum: El NAD 83 ❑NAD 27 ❑Other 12. Nearest: City: Kodiak state AK Address: 1420 Airport Way City: Kodiak State: AK zip: 99615 13. Nearest Public -use (not privale-use) or Military Airport or Heliport: Telephone: 706-466-6973 Fax: ficall.auaAmen 14. Distance from #13. to Structure: Zero 15. Direction from #13. to Structure: nla 16. Site Elevation (Afill 55 ft. 17. Total Structure Height (AGL): 31 ft. 18. Overall Height (#16+917) (AMSL): 86 ft_ 2. Sponsor's Representative (if other than #1): Attn. of Name: Adam Lutz 1420 Airport Way Address: P y 19. Previous FAA Aeronautical Study Number (if applicable): OE City: Kodiak State: AK ZIp:99615 Telephone: 706-466-6973 Fax: 20. Description of Location: (Attach a USGS 7.5 minute Quadrangle Map with the 3. Notice of: ❑v New Construction ❑ Alteration ❑ Existing 4. Duration: Q Permanent ❑Temporary( _months, _days) 5. Work Schedule: Beginning 5/1/2023 End 10/31/2024 precise site marked and any certified survey) Kodiak State Airport, State of Alaska DOT Lease ADA-09514, Block 1600, Lot 6A. 6. Type: ❑ Antenna Tower ❑ Crane ❑7 Building ❑ Power Line ❑ Landfill ❑ Water Tank ❑ Other 7. MarkinglPainting and/or Lighting Preferred: ❑ Red Lights and Paint ❑ Dual - Red and Medium Intensity ❑ While -Medium Intensity ❑ Dual - Red and high Intensity ❑ While -High Intensity © other no preference 8. FCC Antenna Structure Registration Number (if applicable): 21. Complete Description of Proposal: Frequency/Power (kW) Site preparation for installation of a poured concrete foundation and erection of a pre-engineered metal hangar building, of Type 11B construction, for aircraft storage. Building size is approximately 80' x 117.5' x 30'. 117.5' width on the west facing wall faces the aircraft ramp along the Building Restriction Line, 80' depth and 30' height. Northeast corner of the building will be diagonally cropped 18' each on the north and east walls to match the shape of the lease lot. Building will be approximately 9,200 square feet. 20' setback/separation maintained from all lease boundaries. Adequate parking and room for snow storage will be maintained on the lot. Distance from building to fuel tank will be greater than 15ft as required by NFPA 30. Site plan shows fuel tank in its current location but the tank will be moved during the construction phase. Notice is required by 14 Code of Federal Regulations, part 77 pursuant to 49 U.S.C., Section 44718. Persons who knowingly and willingly violate the notice requirements of part 77 are subject to a civil penally of $1,000 per day until the notice is received, pursuant to 49 U.S.C., Section 46301(a) I hereby certify that all of the above statements made by me are true, complete, and correct to the best of my knowledge. In addition, I agree to mark and/or light the structure In accordance with established marking & lighting standards as necessary. Date Typed or Piddled Name and Tide of Person Filing Notice Signature 3/24/2023 Adam Lutz, Manager FAA Form 7460-1 lo4no) Supersedes Previous Edition NSN: 0052-00-012-0009 STATE OF ALASKA DEPARTMENT OF TRANSPORTATION AND PUBLIC FACILITIES KODIAK AIRPORT LEASE INDEX ARTICLE I Premises ARTICLE II Term ARTICLE III Uses and Rights ARTICLE IV Rents and Fees ARTICLE V Survey, Improvements and Performance Bond ARTICLE VI Ownership and Disposition of Improvements ARTICLE VII Maintenance, Utilities and Snow Removal ARTICLE VIII Operations ARTICLE IX Environmental Provisions ARTICLE X Laws, Taxes and Claims ARTICLE XI Indemnification and Insurance ARTICLE XI General Provisions ARTICLE XIII Assignment or Sublease ARTICLE XIV Default by Lessee ARTICLE XV Holdover and Continued Occupancy ARTICLE XVI Fueling Operations and Fuel Storage ARTICLE XVII Commercial Fueling Services ARTICLE XVIII Definitions ARTICLE XIX Exhibits ADA-09514 Kodiak Airport Initials (, Kodiak Airport Properties, LLC Page 1 of 37 Lease ADA-09514 STATE OF ALASKA DEPARTMENT OF TRANSPORTATION AND PUBLIC FACILITIES SUCCESSIVE LAND LEASE KODIAK AIRPORT ADA-09614 The State of Alaska, Department of Transportation and Public Facilities (DOT&PF) (Lessor), and Kodiak Airport Properties, LLC (Lessee), enter into this lease (Lease), including exhibit(s) and signature page(s), and agree as follows: MAILING ADDRESS AND CONTACT INFORMATION LESSOR Alaska DOT/PF Statewide Aviation Leasing, Central Region PO Box 196900 Anchorage, Alaska 99519 Phone: (907) 269-0740 Fax: (907) 269-0489 LESSEE Kodiak Airport Properties, LLC 1420 Airport Way Kodiak, Alaska 99615 Phone: (706) 466-6973 Email: kodiakairportproperties@gmail.com The Lessee will provide the Lessor with any change to the Lessee's mailing address, phone, fax or email contact within 30 days of the change. RECITALS 1. Effective February 21, 2017 the parties entered into Lease ADA-09182, covering the following: Lot 6A, Block 1600, consisting of approximately 27,636 square feet of land; and 2. Effective December 6, 2021 Lease ADA-09182 is assigned from Wingspan Properties LLC, to Kodiak Airport Properties, LLC; and 3. The parties find it will be to their mutual advantage to enter into Lease ADA-09514. Kodiak Airport Initials W" Kodiak Airport Properties, LLC Page 2 of 37 Lease ADA-09514 ARTICLE I PREMISES A. The Lessor leases to the Lessee, and the Lessee leases from the Lessor, the following described property (Premises), located on the Kodiak Airport (Airport), in Section 15, Township 28 South, Range 20 West, Seward Meridian, within the Kodiak Recording District, Third Judicial District, Alaska: Lot 6A, Block 1600, consisting of approximately 27,636 square feet of land as shown on Pages 34 & 35 of this Lease. B. Except as may be provided in this Lease, the Lessor makes no specific warranties, express or implied, concerning the title or condition of the Premises, including its survey, soils, wetlands, access, and suitability for any use including those authorized by this Lease, the application of any local, state, or federal laws or restrictions that may limit Lessee's intended use of the Premises, the Premises' environmental condition, the presence of artifacts or sites of archeological or historical significance, or the presence or absence of Hazardous Substance in, on, and under the surface. The Lessee takes the Premises on an "as is" basis and without warranty, subject to any and all of the covenants, terms, and conditions affecting the Lessor's title to the Premises. ARTICLE II TERM The term of this Lease is twenty five (25) years, beginning March 18, 2022 and ending March 18, 2047. All rights and liabilities under this Lease become effective on the date this Lease is executed. ARTICLE III USES AND RIGHTS A. AUTHORIZED USES 1. The Lessor authorizes the Lessee to use the Premises for the following uses only: Air taxi and air carrier operations, processing, loading and unloading of cargo and passengers, aircraft parking, and commercial fueling and vehicular parking. 2. Continuous Performance: Unless authorized in writing by the Lessor, the Lessee will perform its authorized uses on the Premises on a continuous basis, uninterrupted by any period of nonuse or business closure over 90 consecutive days within any lease year of the term of this Lease. The Lessee will give the Lessor written notice when not performing its authorized use, such as closing its business, for more than 30 consecutive days. The notice will provide an estimated return and start-up date. This provision does not apply to any period during which the Lessee is unable to perform its authorized use as a result of an act or directive of the Lessor or other governing body, or as a result of Airport closure, a disaster, or loss of Lessee's buildings due to fire. KodllWlAirport Initials AV - Kodiak Airport Properties, LLC Page 3 of 37 Lease ADA-09514 B. RESERVED RIGHTS OF LESSOR 1. The Lessor reserves the right to grant to others privileges not specifically granted to the Lessee. The privileges granted to the Lessee in this Lease are the only privileges granted to the Lessee by this Lease. 2. The Lessor reserves the right to make grants to third parties or reserve to the Lessor easements or rights of way through, on, or above the Premises. The Lessor will not grant or reserve any easement or right of way that unreasonably interferes with the Lessee's authorized � ices of the Premises. 3. The Lessor reserves the right of ingress to and egress from the Premises and the right to enter any part of the Premises, including buildings, for the purpose of inspection or environmental testing at any reasonable time. Except in the case of an emergency, all inspections and environmental testing will be coordinated with the Lessee and will not unreasonably interfere with the Lessee's authorized uses of the Premises. 4. There is hereby reserved to the Lessor, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises. This public right of flight will include the right to cause in the airspace any noise inherent in the operation of any aircraft used for navigation or flight through the airspace or landing at, taking off from, or operation on the Airport. C. PROHIBITED USES Unless specifically authorized by this Lease or by the Lessor in writing, the following uses of the Premises are prohibited: 1. Any use of the Premises other than those authorized in this Lease. 2. The establishment or maintenance of any kind of living quarters or residence on the Premises. 3. The outside storage on the Premises of junk, trash, solid waste, debris, salvage aircraft or vehicle parts, nonoperational support equipment, or unused or damaged equipment or material. 4. The disposal on the Airport of waste materials generated by the Lessee, including Hazardous Substance, slash, overburden and construction waste. 5. The stripping, wasting, or removing from the Premises of any soil, gravel, trees, or other state-owned material. 6. Erecting structures or allowing growth of natural objects that would constitute an obstruction to air navigation, or allowing any activity on the Premises that would interfere with or be a hazard to the flight of aircraft, or interfere with air navigation or communication facilities, serving the Airport. Kodiak Airport Initials _ � � Kodiak Airport Properties, LLC Page 4 of 37 Lease ADA-09514 7. Any activity that violates, or would cause the Lessor as owner and operator of the Airport to violate, local, state, or federal law. ARTICLE IV RENTS AND FEES A. RENT 1. The rent for the Premises is $4,946.84 per year, calculated at the rental rate of $0.179 per square foot per year ($0.179 x 27,636 square feet = $4,946.84), payable annually in advance of the first day of each year of the term of this Lease as specified in Article II (Term). Any additional fees are specified elsewhere in this Lease. All payments required by this Lease must be made in U.S. dollars. 2. Payments due under this Lease must be made by check, bank draft, or postal money order made payable to the State of Alaska and delivered to Finance Revenue Section, Department of Transportation and Public Facilities in person or by courier at 4111 Aviation Avenue, Anchorage, Alaska 99502 or by US Postal Service (mail) at PO Box 196900, Anchorage, Alaska 99519 or electronically via credit card on an internet site designated by the Lessor or any other address the Lessor may designate in writing. 3. Beginning the day payment is due, all unpaid rents, charges, and fees required under this Lease will accrue interest at the rate of 10.5% per annum. Interest on disputed amounts will not be charged to the Lessee if the dispute is resolved in the Lessee's favor. 4. In addition to the accrued interest, the Lessor will charge a late notice fee established under 17 AAC 45. as amended, for failure to pay when due a payment of rent by the date required in the Lease. The late notice fee established under 17 AAC 45 is currently $50 for the first notice, $100 for the second notice, and $200 for the third and any subsequent notice. 5. Lessee acknowledges that Lessor's billing statements are provided only as a courtesy. The Lessee is obligated to pay all rents and fees when due, with or without a billing statement. 6. Any rent, charge, fee, or other consideration which is due and unpaid at the expiration, termination, or cancellation of this Lease will be a lien against the Lessee's property, real or personal. B. RENT OR RENTAL RATE ADJUSTMENT 1. During the first year of the term of this Lease, the Lessor may not change the rent payable under this Lease. At any time after the end of the first year of the Lease term, the Lessor may, in its sole discretion, increase or decrease the rent provided that the Lessor may not change the rent more than once in any 12-month period. Any change is effective 30 days after the date of the Lessor's notice of rent adjustment. If the Lessee Kodiak Airport Initials Alu- Kodiak Airport Properties, LLC Page 5 of 37 Lease ADA-09514 believes that the changed rent exceeds the fair market rent for the Premises, the Lessee may protest to the Lessor according to 17 AAC 45.297. 2. The Lessee must pay the changed rent beginning on the effective date stated in the Lessor's rent adjustment notice and continue paying the adjusted rent throughout the protest process. 3. The Lessor has no obligation to appraise the Premises under any circumstances. ARTICLE V SURVEY IMPROVEMENTS AND PERFORMANCE BOND A. SURVEY If the Lessee, at its sole expense, causes the Premises to be surveyed by a Land Surveyor registered in the State of Alaska, and to place suitable permanent markers at the corners and at other appropriate locations, the Lessee agrees to submit a plat of survey to the Lessor. If the plat and the survey conform to the Lessor's survey plat requirements and the Lessor reviews the submitted plat and approves it, and if there is a significant difference between the approved survey plat and the lease lot description in this Lease, the Lessor and Lessee agree to supplement the Lease to conform to the approved survey plat and adjust the rent of the Premises accordingly. B. IMPROVEMENTS 1. Lessor acknowledges improvements currently exist on the Premises, for which the term under this Lease is based pursuant to 17 AAC 45, with an aggregate cost or investment of at least $150,000.00. 2. No new building or other permanent structure may be constructed or placed within twenty (20) feet of any boundary line of the Premises without Lessor's prior written approval. In addition, no building or other permanent structure may be constructed or placed on the apron side, taxiway side, landing strip side or runway side of the Building Restriction Line (BRL). 3. All construction on the Premises must be neat, presentable, safe, and compatible with the use of the Premises as determined by the Lessor. 4. Within ninety (90) days after completion of construction or placement of improvements upon the Premises, the Lessee will deliver to the Lessor 1) photographs (digital format preferred) of all aboveground improvements and 2) a copy of an as -built drawing, acceptable to the Lessor, showing the location and dimensions of the improvements, giving distances to all Premises' boundaries. If the Lessee constructs underground improvements, the Lessee will appropriately mark the surface of the land with adequate surface markers. The type, quantity, and distance between such markers will be subject to written approval of the Lessor. Kodiak Airport Initials W_ Kodiak Airport Properties, LLC Page 6 of 37 Lease ADA-09514 5. The Lessee agrees to complete a survey and submit a plat of the survey to the Lessor prior to the commencement of any construction or development on the Premises. The plat and the survey must conform to the Lessor's survey plat requirements. 6. The Lessee must first obtain the Lessor's written approval in the form of an approved Airport building permit before beginning any land development, construction or demolition of any improvements on the Premises, or before beginning any alterations, modifications, or renovation of existing structures on the Premises. The Lessee must submit to the Lessor drawings of the proposed development, alteration, modification, or renovation in sufficient detail for the Lessor to understand and evaluate the project and its scope. Further, the Lessee will submit to Lessor evidence of the Lessee's compliance with the FAA Code of Federal Regulation (CFR) Title 14, Part 77 (14 CFR, Part 77). Approval of any construction, alteration, modification, or renovation will not be withheld unless the Lessee does not demonstrate adequate financial resources to complete the project, the project plans, specifications, and agency approvals are incomplete; the proposed project would result in a violation of applicable statute or regulation; the proposed project would interfere with or is incompatible with the safety, security, maintenance, or operation of the Airport; the proposed project is inconsistent with sound airport planning; the proposed project is inconsistent with the terms of the lease; the project plans do not make sufficient provision for drainage, aircraft, vehicle, and equipment parking, or for snow storage; or the proposed project does not conform with generally recognized engineering principles or applicable fire or building codes or the project must be denied under 17 AAC 45.010(g). 8. Prior to any demolition of any structure(s) on the Premises, Lessee will deliver to Lessor a scope of work that, at a minimum, lists the structure(s) that are to be demolished and the timeframe for demolition and removal of the debris from the Airport. Lessor will review Lessee's scope for demolition and issue Lessee written approval for the work to be done. 9. The Lessee is solely responsible for compliance with all local, state, and federal laws and requirements. The Lessor's approval of any construction, alteration, modification, renovation, or demolition shall not constitute a warranty by the Lessor that the Lessee has complied with all such laws or requirements. 10. If required, the Lessee agrees to erect or modify a security fence, according to standards approved by the Lessor around the sides of the Premises necessary to maintain the Airport security program. The fence may be tied to the Lessor's Airport security fence. The fence around the Premises must be constructed at the sole expense of the Lessee and must be maintained by the Lessee in an attractive condition and according to standards approved by the Lessor. 11. If Lessee's improvements are damaged or destroyed, Lessee will cause the improvements to be repaired or rebuilt, and restored to normal function within two (2) years of the destruction or damage. Failure of the Lessee to rebuild or restore the improvements will be cause for Lessor to: Kodiak Airport Initials Kodiak Airport Properties, LLC Page 7 of 37 Lease ADA-09514 C. a. unilaterally reduce the term of the Lease so that the total term from the beginning of the Lease is consistent with the cost or value of the undamaged improvements remaining on the Premises, using the table in 17 AAC 45; or b. grant an extension of time for the Lessee to complete the repair, reconstruction, or replacement of damaged or destroyed improvements on the Premises for good cause shown by the Lessee and upon a finding by Lessor that the action would be consistent with the best interest of the state. 12. If Lessee's improvements are damaged to the extent that more than 50% of the space is unusable and the damage occurs within five years of the expiration of the term of this Lease, Lessee may terminate this Lease by giving thirty (30) days written notice, after removing the damaged improvements and restoring the Premises to a clean and neat physical condition acceptable to the Lessor. The Lessee may be required to submit a performance bond, deposit, personal guarantee, or other security if the Lessor determines that such security is necessary or prudent to ensure compliance with any provision of this Lease or completion of construction or remediation within the time period set under Section B of this Article or completion of any additional or subsequent construction or remediation. The Lessor will determine the form and amount of the security considering the compliance under the provision or nature and scope of the construction or remediation and the financial responsibility of the Lessee. ARTICLE VI OWNERSHIP AND DISPOSITION OF IMPROVEMENTS A. OWNERSHIP OF PERMANENT IMPROVEMENTS Permanent improvements on the Premises, excluding Site Development Materials, constructed, placed, or purchased by the Lessee remain the Lessee's property as long as this Lease remains in effect, including any period of extension or holdover with the consent of the Lessor. B. DISPOSITION OF SITE DEVELOPMENT MATERIALS The Lessee acknowledges that, once placed by the Lessee, the removal from the Premises of Site Development Materials can damage the Premises, adversely affect surface water drainage patterns, and destabilize adjacent structures. When placed on the Premises by the Lessee, Site Development Materials, including building pads, parking areas, driveways, and similar structures: a. become apart of the realty and the property of the state; b. unless otherwise directed by the Lessor, must be maintained by the Lessee throughout the term of this Lease, including any extensions and periods of holdover; and pp.��Ll�., Kodiak Airport Initials W_ Kodiak Airport Properties, LLC Page 8 of 37 Lease ADA-09514 c. may not be removed by the Lessee without the prior written approval of the Lessor. C. DISPOSITION OF PERSONAL PROPERTY AND PERMANENT IMPROVEMENTS OTHER THAN SITE DEVELOPMENT MATERIALS 1. Unless the Lessor otherwise directs under Paragraph 5 of this Section, when this Lease expires, terminates, or is cancelled and is neither extended nor followed by a successive lease, the departing Lessee may do one or more of the following: a. remove Lessee -owned Permanent Improvements from the Premises, remediate any Contamination for which the Lessee is responsible, and restore the Premises to a clean and neat physical condition acceptable to the Lessor within 60 days after the expiration, cancellation, or termination date of this Lease; b, with written approval from the Lessor, sell Lessee -owned Permanent Improvements to the succeeding lessee, remove all personal property, remediate, any Contamination for which the Lessee is responsible under 17 AAC 45 and leave the Premises in a clean and neat physical condition acceptable to the Lessor within 60 days after notice from the Lessor that the Lessor has approved an application for a lease of the Premises by another person or such longer period specified in the notice, but in no event more than 180 days after the expiration, termination, or cancellation date of this Lease; c. elect to have the Lessor sell Lessee -owned Permanent Improvements at public auction under Paragraphs 2 and 3 of this Section, remediate any Contamination for which the Lessee is responsible under 17 AAC 45, and restore the premises to a clean and neat physical condition acceptable to the Lessor. If the Lessor sells Permanent Improvements under this Paragraph for removal from the Premises, the departing Lessee's obligation under this Paragraph continues until the Premises are remediated and restored to a clean and neat physical condition acceptable to the Lessor after the improvements have been removed. 2. If the departing Lessee elects to have the Lessor sell Lessee -owned Permanent Improvements at public auction per this Section, the Lessee shall, within 30 days after the expiration, cancellation, or termination of this Lease: a, submit to the Lessor a written request and authorization to sell the Permanent Improvements by public auction; b. provide to the Lessor an executed conveyance document transferring clear title to the Permanent Improvements to the successful bidder at the public auction, along with authorization to the Lessor, as agent for the Lessee for purposes of the sale only, to endorse the name of the successful bidder on the conveyance document upon receipt of payment of the successful bid price; and c. before the date of the public auction, remove all personal property, remediate any Contamination for which the Lessee is responsible under 17 AAC 45 and leave the Premises in a neat and clean physical condition acceptable to the Lessor. �J Kodiak Airport Initials AIL' Kodiak Airport Properties, LLC Page 9 of 37 Lease ADA-09514 3. When selling Lessee -owned Permanent Improvements at public auction for the departing Lessee, the Lessor will establish the terms and conditions of the sale as provided under 17 AAC 45. The Lessor shall pay the Lessee any proceeds of the sale of the Permanent Improvements, less the administrative costs of the public auction and any financial obligation the Lessee owes to the Lessor under this Lease. Payment will be made within a reasonable time after the Lessor completes the sale transaction and receives the proceeds, but not to exceed 60 days. If all or a portion of the Permanent Improvements do not sell at public auction, the Lessee will remove those Permanent Improvements, remediate any Contamination for which the Lessee is responsible under 17 AAC 45 and restore the Premises to a clean and neat physical condition acceptable to the Lessor within 60 days after the auntinn 4. If the Lessee shows good cause to the Lessor and if it is not inconsistent with the best interest of the state, the Lessor will grant an extension of time that is sufficient to allow the Lessee to remove or sell Lessee -owned Permanent Improvements, remediate any Contamination for which the Lessee is responsible and to restore the Premises to a clean and neat physical condition acceptable to the Lessor under this Section. 5. The Lessor will, by written notice, direct the departing Lessee to remove Lessee -owned Permanent Improvements from the Premises, to remediate, consistent with applicable law, any Contamination for which the Lessee is responsible under 17 AAC 45 and to restore the Premises to a clean and neat physical condition acceptable to the Lessor if the Lessor determines in writing: a. that the continued presence of the Permanent Improvements on the Premises are not consistent with either i. the applicable provisions of 17 AAC 45 and of any other statute or regulation, including any relating to noise or Airport land use; or ii. any written Airport program or plan required for compliance with applicable federal or state law; b. that the continued presence of the Permanent Improvements on the Premises is not in the best interest of the state; or c. that the Permanent Improvements present a hazard to public health or safety 6. The departing Lessee to whom the Lessor has issued direction under Paragraph 5 of this Section shall comply with the Lessor's direction within 60 days after issuance of the direction and at no cost to the Lessor. If the departing Lessee shows good cause to the Lessor, continues to work diligently to comply with Lessor's direction, and if it is not inconsistent with the best interest of the state, the Lessor will allow in writing a longer period that is sufficient to allow the Lessee to comply with the Lessor's direction. A departing Lessee who fails to comply with a direction issued by the Lessor under Paragraph 5 of this Section, shall, within 30 days of being billed by the Lessor, reimburse the Lessor for any costs reasonably incurred by the Lessor, including legal fees and administrative costs, to enforce the Lessor's direction or to remove and dispose Kodiak Airport Initials '� Kodiak Airport Properties, LLC Page 10 of 37 Lease ADA-09514 of unremoved Lessee -owned improvements, remediate any Contamination for which the Lessee is responsible under 17 AAC 45 and restore the Premises. If the departing Lessee does not timely remove or sell the Lessee -owned Permanent Improvements on the Premises in accordance with the requirements of this Section, any remaining Permanent Improvements and any remaining personal property of the departing Lessee will be considered permanently abandoned. The Lessor may sell, lease, demolish, dispose of, remove, or retain the abandoned property for Airport use as the Lessor determines is in the best interest of the state. The departing Lessee shall, within 30 days after being billed by the Lessor, reimburse the Lessor for any costs reasonably incurred by the Lessor, including legal and administrative costs, to demolish, remove, dispose, clear title to, or sell the abandoned property and to remediate and restore the Premises. 8. After the expiration, termination, or cancellation of the Lease, including any holdover under 17 AAC 45, the departing Lessee loses all right to occupy or use the premises without the express or implied consent of the Lessor. Except as the Lessor notifies the departing Lessee otherwise in writing, the Lessor consents to the departing Lessee's continued use and occupancy of the Premises to diligently accomplish the requirements of this Section. Until the departing Lessee relinquishes possession of and completely vacates the Premises under Paragraph 9 of this Section and notifies the Lessor in writing that it has relinquished and vacated the Premises, the departing Lessee shall perform the following as if the lease were still in effect, a. pay rent to the Lessor; b. maintain the premises; c. provide the Lessor with evidence of each insurance coverage, if any, required under the Lease; and d. cease using the premises other than to diligently accomplish the requirements of this Section, and to comply with the other requirements of the Lease. 9. A departing Lessee will not be considered to have relinquished possession and completely vacated the Premises until a. the departing Lessee has i. remediated, consistent with applicable law, any Contamination for which the Lessee is responsible under this Lease; and ii. restored the Premises to a clean and neat physical condition acceptable to the Lessor; and b. either Kod4kAirport Initials_ rL Kodiak Airport Properties, LLC Page 11 of 37 Lease ADA-09514 i. removed all of the Lessee's Permanent Improvements and personal property from the premises or sold the Permanent Improvements and personal property to a succeeding Lessee under the provisions of this Lease; or ii. transferred title to the Lessee's Permanent Improvements and personal property that remain on the premises to the Lessor. ARTICLE VII MAINTENANCE, UTILITIES AND SNOW REMOVAL A. MAINTENANCE 1. Lessee will keep the Premises and all improvements on the Premises neat and presentable. 2. All structures on the Premises must be painted, finished, or covered with a permanent exterior surface and be maintained in good condition by the Lessee. 3. At no cost to the Lessor, the Lessee will provide for all maintenance and services at the Premises necessary to facilitate the Lessee's use of the Premises. 4. The Lessee further agrees to comply with all reasonable decisions and directions of the Lessor's Airport management personnel regarding maintenance and general use of the Airport by the Lessee. B. UTILITIES At no cost to the Lessor, the Lessee will provide for and maintain all utilities at the Premises necessary to facilitate the Lessee's use at the Premises except that installation of a drinking water well on the premises is prohibited where local water utility service is available. C. SNOW REMOVAL 1. At no cost to the Lessor, the Lessee will be responsible for plowing, removing and disposing of snow from the Premises to a Lessor -approved location, or providing suitable storage within the boundaries of the Premises in accordance with all applicable federal and state laws. 2. Lessee agrees to coordinate its snow removal activities on the Airport with the Lessor's Airport personnel. 3. Lessee agrees not to allow an accumulation of snow on the Premises that would a. cause interference with adjoining leaseholders or other users of the Airport; b. damage Airport fencing; or Kodiak Airport Initials Kodiak Airport Properties, LLC Page 12 of 37 Lease ADA-09514 c. not comply with security or safety operations under Article VIII (Operations) of this Lease. ARTICLE VIII OPERATIONS A. SECURITY AND CERTIFICATION The Lessee will coordinate any Airport security matter with the Lessor. If the Airport is operated under 49 CFR Part 1542 (Airport Security) and 14 CFR Part 139 (Airport Certification), the Lessee will comply with all applicable requirements of the Lessor's Airport Security Program, Airport Certification Manual, and Airport Emergency Plan. Upon written notice from Lessor, Lessee will, at its sole expense, promptly correct any violation or omission under the Airport Security Program or Airport Certification Manual within the time specified in the notice. 2. If the Transportation Security Administration (TSA), the Federal Aviation Administration (FAA) or any other federal, state or local government agency fines or otherwise imposes a monetary penalty on the Lessor or requires the Lessor to remediate or mitigate any condition for a violation of a statute, ordinance, or regulation, and if the violation is caused by or based on, all or in part, an act or omission by the Lessee or someone acting on the Lessee's behalf, the Lessee will reimburse the Lessor for the amount of the fine or penalty, the Lessor's costs incurred to remediate or mitigate the condition, and any legal or other associated costs incurred by the Lessor in responding to the violation. The Lessee will reimburse the Lessor for fines, penalties or costs, paid within 30 days after receipt of written notice from the Lessor. B. AIRPORT OPERATIONS The Lessee shall comply with 17 AAC 45 and other applicable laws and orders that the Lessor or the Airport manager issues under AS 02.15.020(a) or under any other state or federal law; and instructions, requirements, and restrictions that the Lessor or the Airport manager has posted or indicated by sign, signal, or other control device, unless otherwise directed by an authorized person directing aircraft, vehicle, or pedestrian traffic. The Lessee shall not hinder or obstruct another person, a vehicle, or an aircraft from lawful use of Airport property. 2. The Lessee is required to coordinate the Lessee's activities on the Airport with the Lessor and to abide by the Lessor's decisions and directives regarding snow removal, maintenance, and general use of the Airport by the Lessee, the Lessee's personnel, employees, and any person acting on behalf of or under the authority of the Lessee, and by the Lessee's sublessees, contractors, and guests, including customers and vendors. 3. The Lessee is required to comply with all applicable requirements imposed on the Airport or the Lessor by federal law to ensure that the Airport's or Lessor's eligibility for federal money or for participation in a federal aviation program is not jeopardized. Kodiak Airport Initials Kodiak Airport Properties, LLC Page 13 of 37 Lease ADA-09514 C. LESSEE'S CONTROL AND RESPONSIBILITY 1. The Lessee is required to assume full control and sole responsibility as between the Lessee and the Lessor for the activities of the Lessee, the Lessee's personnel, employees, and persons acting on behalf of or under the authority of the Lessee, anywhere on the Airport and for the activities of the Lessee's sublessees, contractors, and guests, including customers and vendors, on the Premises. 2. The Lessee is required to perform all operations authorized by the Lease in a manner that ensures the safety of people and the Airport, the protection of public health and the environment, and the safety and integrity of the Premises. 3. The Lessee is required to immediately notify the Lessor of any condition, problem, malfunction, or other occurrence that threatens the safety of the Airport, the safety of persons using the Airport, the public health or the environment, or the safety or integrity of the Premises. D. RADIO INTERFERENCE The Lessee will discontinue the use of any machine or device that interferes with any government operated transmitter, receiver, or navigation aid until the cause of the interference is eliminated. E. WILDLIFE The Lessee acknowledges that a concentration of birds or other wildlife on an airport constitutes a significant hazard to aircraft operations. The Lessee agrees to keep the Premises clean of fish slime, fish waste, or any other material or item that might attract birds or other wildlife. The Lessee accepts full responsibility to take all prudent measures to prevent attracting birds or other wildlife. F. PARKING The Lessee is required to provide vehicle, equipment, and aircraft parking space, snow storage, and drainage on the premises adequate for the Lessee's activities on the premises or confine parking to such other places on the Airport as designated in writing by the Lessor. ARTICLE IX ENVIRONMENTAL PROVISIONS A. HAZARDOUS SUBSTANCES 1. Lessee will provide notification to the Lessor of any Hazardous Substance stored, dispensed or handled on the Premises. 2. If Hazardous Substances are stored, dispensed or handled on the Premises, the Lessee agrees to have properly trained personnel and adequate procedures for safely storing, Kodiak Airport Initials MLI- Kodiak Airport Properties, LLC Page 14 of 37 Lease ADA-09514 dispensing, and otherwise handling Hazardous Substances in accordance with all applicable federal, state, and local laws. 3. Lessee will promptly give the Lessor notice of proceedings to abate or discussions with federal or state regulatory agencies relating to the presence or release of a Hazardous Substance on the Premises or from the Lessee's operations on the Airport. The Lessee will allow the Lessor to participate in such proceedings or discussions. 4. If Lessee provides annual reporting to the Environmental Protection Agency (EPA) as a Small or Large Quantity Hazardous Waste Generator, or if a Notification of Regulated Waste Activities form is submitted to EPA, Lessee shall provide Lessor with a copy of the EPA submission. B. ENVIRONMENTAL LIABILITY 1. The Lessee has the sole responsibility under this Lease to ascertain the environmental condition and presence of Hazardous Substance existing in, on, and under the surface of the Premises, and is conclusively presumed to have caused or Materially Contributed To any Contamination of or originating on the Premises except as identified in an Environmental Liability Baseline accepted by the Lessor. The Lessee assumes financial responsibility to the Lessor for any Contamination in, on, and under the Premises and any Airport property affected by a release of a Hazardous Substance from the Lessee's operations (Affected Property), except for Contamination that is identified in an Environmental Liability Baseline. This is without prejudice to the Lessee's right to seek contribution or indemnity from either prior lessees of the Premises and Affected Property, or other potentially responsible parties except for the Lessor. C. ENVIRONMENTAL INDEMNIFICATION If Contamination of the Premises or other properties by a Hazardous Substance occurs from the Lessee's operations on the Premises that is not in Lessee's Environmental Baseline, the Lessee will indemnify, defend, and hold the Lessor harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses, including, but not limited to, sums paid in settlement of claims, attorney's fees, consultant fees, and expert fees, which arise during or after the term of this Lease as a result of such Contamination. This indemnification of the Lessor by the Lessee includes, but is not limited to, costs incurred in connection with any investigation of site conditions or any cleanup, remediation, removal, or restorative work required by any federal, state, or local governmental agency because of a Hazardous Substance being present in the soil or groundwater on or under the Premises or other properties affected by the Contamination. D. REMEDIATION 1. In the event of a Hazardous Substance spill on the Premises, the Lessee will immediately notify the Lessor and the Alaska Department of Environmental Conservation and act promptly, at its sole expense, to contain the spill, repair any damage, absorb and clean up the spill area, and restore the Premises to a condition Kodiak Airport Initials n�v Kodiak Airport Properties, LLC Page 15 of 37 Lease ADA-09514 satisfactory to the Lessor and otherwise comply with the applicable portions of Title 17 and Title 18 of the Alaska Administrative Code. 2. In addition to any notices required by this Lease, the Lessee will immediately notify and copy the Lessor in writing of any of the following: a. any permit, enforcement, clean up, lien, removal or other governmental or regulatory action instituted, completed, or threatened pursuant to any Environmental Law; b. any claim made or threatened by any person against the Lessee or arising from the Lessee's operations authorized by this Lease, relating to damage, contribution, compensation, loss or injury resulting from, or claimed to result from, any Hazardous Substances in, on, or under the Airport; or c. any report made to any environmental agency arising out of or in connection with any Hazardous Substances in, on, or removed from the Premises, including any complaints, notices, warnings or asserted violation. 3. Remediation and restoration of the affected area must meet all applicable state and federal laws and regulations and must meet the requirements of all governing regulatory authorities. E. ACTION AGAINST POTENTIALLY RESPONSIBLE PARTIES Nothing contained in this Lease shall restrict either the Lessor or the Lessee from seeking and obtaining cleanup efforts, costs, or damages from other potentially responsible parties for Contamination identified in the Environmental Liability Baseline. F. ENVIRONMENTAL AUDIT Lessee will provide Lessor all investigative data, test results, or reports as part of or in relation to any Environmental Assessment, characterization or audit which Lessee performs or causes to be performed after the starting date of this Lease. The Lessee will submit the data, result, or report to the Lessor within 60 days following the date on which it becomes available to the Lessee. G. LESSOR'S RIGHT TO PERFORM ENVIRONMENTAL ASSESSMENT Upon the cancellation, termination, or expiration of this Lease, or any time the Lessor has cause to believe the Premises may have been contaminated, or that Contamination of other property on the Airport may have originated on the Premises, the Lessor may perform an Environmental Assessment on the Premises or on potentially Affected Property to establish the presence and source of any Contamination and describe the environmental condition of the Premises or potentially Affected Property. If the Lessor performs such assessment before cancellation, termination, or expiration of this Lease, the Lessor shall minimize interference with the Lessee's operations while performing the assessment. The Lessor will assume the cost of the assessment if Contamination is not found on the Premises and no Contamination that originated on the Premises or caused by the Lessee or the Lessee's Kodiak Airport Initials Kodiak Airport Properties, LLC Page 16 of 37 Lease ADA-09514 operations or activities is found on potentially Affected Property. If such Contamination is found on either the Premises or potentially Affected Property, the Lessee shall pay the costs of assessment and cleanup of any Contamination not included in an Environmental Liability Baseline. ARTICLE X LAWS, TAXES AND CLAIMS A. COMPLIANCE WITH LAW This Lease is issued subject to all applicable requirements of state statutes and regulations in effect during the term of this Lease, including those related to the leasing of lands and facilities and the granting of privileges at state airports. All references to regulations contained in this Lease shall be construed to incorporate any amendments to those regulations. In the event any regulation referred to in this Lease shall be repealed, the reference shall be construed to incorporate any contemporaneously or subsequently adopted regulation addressing the same or similar subject matter. 2. The Lessee will comply with all applicable requirements imposed on the Airport or the Lessor by federal law to ensure that the Lessor's eligibility for federal money or for participation in a federal aviation program by the Airport or the Lessor is not jeopardized and with all orders issued by the Lessor. 3. At no expense to the Lessor, the Lessee will obtain all necessary licenses and permits, pay all taxes and special assessments lawfully imposed upon the Premises, and pay other fees and charges assessed under applicable law. Nothing in this Lease prevents the Lessee from challenging any taxes or special assessments to the appropriate authority under applicable procedures. 4. The laws of the State of Alaska will govern in any dispute between the Lessee and Lessor. If a dispute continues after exhaustion of administration remedies, any lawsuit must be brought in the courts of the State of Alaska, in Anchorage within the Third Judicial District. B. CLAIMS The Lessee will promptly notify the Lessor of any claim, demand, or lawsuit arising out of the Lessee's occupation or use of the Airport or the Premises. Upon the Lessor's request, the Lessee will cooperate and assist in the investigation and litigation of any claim, demand, or lawsuit affecting the Airport or the Premises. Kodiak Airport Initials _MyL Kodiak Airport Properties, LLC Page 17 of 37 Lease ADA-09514 ARTICLE XI INDEMNIFICATION AND INSURANCE A. INDEMNIFICATION The Lessee will indemnify, save harmless, and defend the Lessor, its officers, agents, and employees from and against any and all liabilities, losses, suits, administrative actions, claims, awards, judgments, fines, demands, damages, injunctive relief or penalties (specifically including civil penalties assessed by the FAA, TSA, or any other federal agency) of any nature or kind to the full extent of the loss or obligation for property damage, personal injury, death, violation of any regulation or grant agreement, or any other injury or harm, including sums paid in settlement of claims, attorney fees, consultant fees, expert fees, or any other costs and expenses, directly or indirectly arising from, connected to or on account of this Lease as it relates to the Lessee, the Lessee's activities at or relating to the Airport, or any act or omission by the Lessee, or by any of its officers, employees, agents, contractors or sublessees. 2. The Lessee shall give the Lessor prompt notice of any suit, claim, action or other matter affecting the Lessor to which Paragraph 1 of this Section may apply, together with a copy of any letter by an attorney on behalf of a complainant, any complaint filed in court, and any notice or complaint by any regulatory agency. The Lessee shall also use counsel acceptable to the Lessor and the Alaska Department of Law in carrying out its defense obligations under this Paragraph, and the Lessor shall also have the right, at its option, to participate cooperatively in the defense of and settlement negotiations regarding any such matter, without relieving the Lessee of any of its obligations under this provision. These indemnity obligations are in addition to, and not limited by, the Lessee's obligation to provide insurance, and shall survive the expiration or earlier termination of this Lease. 3. Paragraph 1 notwithstanding, the Lessee shall not be obligated to indemnify the Lessor for liability for personal injury or property damage legally caused by the Lessor's own negligence, recklessness or intentional misconduct. & INSURANCE The Lessee is not required to provide insurance coverage at the commencement of this Lease. However, if the Lessor determines the activity, construction, or operation of the Lessee under this Lease will expose the State of Alaska to a liability risk greater than the risk typically posed by the activity, construction, or operation of lessees that are not required to obtain insurance, the Lessor may require the Lessee to provide proof of insurance coverage in amounts determined by the Lessor. Kodiak Airport Initials Kodiak Airport Properties, LLC Page 18 of 37 Lease ADA-09514 ARTICLE XII GENERAL PROVISIONS A. LIENS The Lessee will keep the Premises and improvements placed on the Premises free of all liens for any obligations incurred by Lessee. The Lessee will pay all costs for labor and materials arising out of any construction or improvements by the Lessee on the Premises, and hold the Lessor harmless from liability for any liens, including costs and attorney fees. The Lessor does not recognize that it is in any way liable for any liens on the Premises or improvements placed on the Premises. This restriction does not prohibit the assignment of interest for security purposes if the Lessor approves the assignment in writing. B. CONDEMNATION AND RELOCATION If all or any part of the Premises is condemned by any authority or person vested with the power of Eminent Domain, including Lessor, the term of this Lease will end on the date the Lessee is required to surrender possession of the Premises under 17 AAC 45. The Lessor shall be entitled to all compensation from the condemning authority for the taking of the Premises. Nothing within this Lease will diminish Lessee's rights, if any, to receive compensation for improvements or personal property belonging to the Lessee and located on the Premises under applicable relocation laws. C. NOTICES All notices by either party required or permitted under this Lease shall be in writing sent by first class or higher priority mail, electronic transmission, or hand delivery, to the contact details set out on Page 1 of this Lease or any other contact details that the parties subsequently designate in writing. Unless otherwise agreed to in writing, the parties will also supply to the other party, as promptly as possible, and in any event, within 15 days after the involved party first receives or sends the same, copies of all claims, reports, complaints, notices, liens or warnings, or asserted violations relating in any way to the Premises or the Lessee's use of the Airport. D. MODIFICATION Upon written notification to Lessee, the Lessor may modify this Lease to meet the revised requirements of federal or state grants or to conform to the requirements of any revenue bond covenant to which the Lessor is a party; provided that a modification may not cause the Lessee financial loss, or reduce the rights or privileges granted to the Lessee by this Lease, except that any such modification may substitute rights or privileges that are substantially similar or of comparable value. E. VALIDITY OF PARTS If any provision of this Lease is declared to be invalid by a court of competent jurisdiction, the remaining provisions will continue in full force. a 0v Kodiak Airport Initials r,r Kodiak Airport Properties, LLC Page 19 of 37 Lease ADA-09514 F. INTERRELATIONSHIP OF PROVISIONS All provisions of this Lease including exhibits, supplements, and addenda are essential parts of this Lease and are intended to be cooperative, provide for the use of the Premises, and describe the respective rights and obligations of the Lessor and Lessee. In case of a discrepancy, written dimensions govern over scaled dimensions unless obviously incorrect. G. INTEGRATION AND MERGER This Lease sets out all the terms, conditions, and agreements of the parties and supersedes any previous understandings or agreements regarding the Premises whether oral or written. No modification or amendment of this Lease is effective unless in writing and signed by both the parties. H. EXECUTION BY THE PARTIES This Lease is of no effect until the Lessee or a duly authorized representative of Lessee and the Commissioner of the Department of Transportation and Public Facilities or the Commissioner's designated representative has signed it. I. CAPTIONS The captions of the provisions of this Lease are for convenience only and do not define, limit, describe, or construe the contents of any provision. J. ADDITIONAL INFORMATION The Lessor may, from time to time, require the Lessee to provide such documentation as the Lessor may reasonably require establishing the Lessee's continuing qualification for this Lease. K. RIGHTS OF CONSTRUCTION This Lease is intended to make public property available for private use, while at all times protecting the public interest to the greatest extent possible. Following the rule that transfers of interest in public property are to be strictly construed in favor of the Lessor, all rights granted to the Lessee under this Lease will be strictly construed, and all rights of the Lessor and protections of the public interest will be liberally construed. L. LESSEE ACKNOWLEDGEMENT The Lessee acknowledges that the Lessee has read this Lease and fully understands its terms, that the Lessee has been fully advised or has had the opportunity of advice by separate legal counsel, and voluntarily executes this Lease. Lessee also acknowledges and agrees that the rule of interpretation under which a document is construed against the drafter will not apply to this Lease. Kodiak Airport Initials AOL Kodiak Airport Properties, LLC Page 20 of 37 Lease ADA-09514 M. APPROVAL BY LESSOR N. Any approval required of the Lessor by this Lease will not be unreasonably withheld. The Lessor's approval does not waive the Lessee's legal responsibility or liability to comply with all applicable federal and state laws and regulations. The Lessee will not discriminate on the grounds of race, color, religion, national origin, ancestry, age, or sex against any patron, employee, applicant for employment, or other person or group of persons in any manner prohibited by federal or state law. The Lessee recognizes the right of the Lessor to take any action necessary to enforce this provision, including actions required pursuant to any federal or state law. O. AFFIRMATIVE ACTION If required by 14 CFR Part 152, subpart E, the Lessee will undertake an affirmative action program to ensure that no person will be excluded from participating in any employment activities offered by the Lessee on the grounds of race, creed, color, national origin, or sex. No person may be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by subpart E. The Lessee further agrees that it will require its suborganization(s) provide assurance to the Lessor to the same effect that they will also undertake affirmative action programs and require assurances from their suborganization(s) as required by 14 CFR, Part 152, subpart E. P. QUIET ENJOYMENT & RIGHT OF INSPECTION The Lessee is entitled to quiet enjoyment of the Premises subject to the terms of this agreement and the Lessor's right of ingress to and egress from the Premises, including buildings, and the right to enter any part of the Premises for the purpose of inspection at any reasonable time, subject only to the Lessor's best efforts, except in the case of an emergency, to coordinate its inspection with the Lessee to minimize interference with the Lessee's activities on the Premises. ARTICLE XIII ASSIGNMENT OR SUBLEASE All provisions in this Lease extend to and bind the legal representatives, successors, and assigns of the parties. The Lessor's consent to one assignment, sublease, assignment of sublease or security interest will not waive the requirement of obtaining the Lessor's consent to any subsequent assignment or sublease. In the event of a conflict between this Lease and an assignment or a sublease, the terms of this Lease govern; a provision stating this priority must be included in each assignment or sublease, but is implied in all assignments whether stated or not. Kddidk Airport Initials Mil - Kodiak Airport Properties, LLC Page 21 of 37 Lease DDA-09514 A. ASSIGNMENT 1. Lessee shall obtain and follow Lessor's written assignment guidance and the requirements in 17 AAC 45.260, as amended. 2. The Lessee may not assign all or a portion of this Lease, including improvements, without the prior written consent of the Lessor. An assignment made contrary to the requirements of this Section is void. 3. A request for consent to an assignment must be submitted to the department in writing. 4. Any proposed assignment must be submitted to the Lessor for approval in three (3) copies, each bearing the original notarized signature of all parties. 5. An assignment must include a provision stating that the assignee accepts responsibility for all of the assignor's obligations under this Lease, including environmental liability and responsibility. 6. An assignee may not occupy the Premises before the Lessor consents to the assignment in writing. 7. Any single or cumulative transfer of more than 50 percent interest in a joint venture, partnership, limited liability company, corporation, or other dual or multi -party entity which is a Lessee under this Lease is an assignment of an interest subject to written approval by the Lessor. B. ASSIGNMENT FOR SECURITY PURPOSES 1. The Lessee may not assign for security purposes all or a portion of or any interest in this Lease, including improvements, without the prior written consent of the Lessor. An assignment for security purposes made contrary to the requirements of this Section is void. 2. Lessee shall obtain and follow Lessors written security assignment guidance and the requirements in 17 AAC 45.265, as amended. 3. A request for consent to an assignment for security purposes must be submitted in writing to the Lessor for approval. 4. A security assignment document must include provisions stating that: a. If the security assignee takes possession or control of the Lease, either directly or through a sub -tenant, by foreclosure or otherwise, under the security assignment, I. The security assignee accepts responsibility for all of the Lessee's obligations under the Lease, including environmental liability and responsibility, commencing Kodiak Airport Initials _p --' Kodiak Airport Properties, LLC Page 22 of 37 Lease ADA-09514 as of the date the security assignee succeeds to the Lessee's interest under the Lease, and ii. Except as provided in Paragraph 4c below, those obligations terminate as to the security assignee upon further transfer of the Lease by the security assignee; b. The security assignee has an affirmative duty to notify the state in writing upon the reconveyance or release of the security interest; and c. Unless the security assignee "participates in management" of the Lessee (as defined in 42 U.S.C. 9601(20)(F)), the security assignee does not have environmental liability or responsibility for the period pre -dating the time when it took possession or control of the Leasehold. The security assignee does not have environmental liability or responsibility following a subsequent transfer of its entire interest in the Lease unless, by its direct actions, negligence, or failure to use due care, the security assignee I. caused or contributed to a violation of any of the Lease terms relating to environmental law or hazardous substances; ii. violated 17 AAC 45.045 or 17 AAC 45.050; or III. caused or contributed to actual financial damages to the Lessor due to the security assignee's breach of any environmental law. 5. Exercise by a security assignee of a power of sale or further assignment under a security assignment is subject to the consent of the Lessor with respect to any purchaser or assignee and shall be conditioned upon the purchaser or assignee accepting responsibility for all of the lessee's obligations under this Lease, including environmental liability and responsibility. C. SUBLEASE 1. Each provision of this Section applies to a sublease of all or a portion of the Premises, as well as to a further sublease of a sublease. A sublease made contrary to the requirements of this Section is void. 2. The Lessee may not sublease all or a portion of the Premises without the prior written consent of the Lessor. The consent of the Lessor under this Section is required for each sublease of all or any portion of the Premises. 3. Lessee shall obtain and follow Lessor's written sublease consent guidance and the requirements in 17 AAC 45.270, as amended. 4. A sublease must include a provision that it is subject to all of the terms and conditions of this Lease governing the property being subleased. The Lessor reserves the right and authority to enforce the obligations of Article IV (Rents and Fees) of this Lease with Kodiak Airport Initials AVG Kodiak Airport Properties, LLC Page 23 of 37 Lease ADA-09514 respect to the sublessee's operations against either the sublessee directly, or against the Lessee. 5. A sublessee may not occupy the Premises before the Lessor consents to the sublease in writing. 6. A sublease may not and does not relieve the Lessee of responsibility for providing the Lessor with evidence of any required insurance (if applicable) that meets the requirements of this Lease, including coverage of the sublessee's operations on the Premises. 7. Consent to a sublease by the Lessor does not relieve or otherwise alter the obligations of the Lessee under this Lease. S. A sublessee may not assign all or a portion of a sublease, including improvements, without the prior written consent of the Lessor and the Lessee under Section A of this Article. An assignment made contrary to the requirements of Section A of this Article is void. ARTICLE XIV DEFAULT BY LESSEE A. EVENTS OF DEFAULT The occurrence of any of the following events shall constitute a default by Lessee under the terms of this Lease: 1. Lessee fails to pay when due the rents, charges, or fees specified in this Lease, including any increases made under this Lease. 2. Lessee's checks for payment of rents, charges, or fees are returned for insufficient funds; or if Lessee's credit or debit card is not accepted by the issuing financial institution. 3. Lessee uses or authorizes the use of the Premises for any purpose not authorized by this Lease. 4. Lessee fails to fully perform and comply with any provision in this Lease. 5. A court enters a judgment of insolvency against Lessee. 6. A trustee or receiver is appointed for Lessee's assets in a proceeding brought by or against Lessee. 7. Failure by Lessee to comply with any of the terms of this Lease, including, but not limited to, the land development and Permanent Improvement requirements under Article V (Survey, Improvements and Performance Bond), Section B (Improvements). Kodiak Airport Initials Kodiak Airport Properties, LLC Page 24 of 37 Lease ADA-09514 B. REMEDIES In addition to any other remedy allowed by law, if any default by Lessee is not cured within 30 days of Lessee's receipt of written notice from Lessor, Lessor shall be entitled to pursue any or all of the following remedies: 1. Terminate this lease, in which case Lessee shall immediately vacate the Premises; 2. Without further notice to Lessee and without prejudice to any other remedies Lessor may have, enter and take possession of the Premises; 3. Commence legal proceedings to evict Lessee from the Premises; and 4. Recover from Lessee, by any legal means, all amounts owed by Lessee to Lessor under the terms of this Lease, with interest thereon at the rate provided for in AS 45.45.010(a). C. COSTS AND ATTORNEY'S FEES Lessee will pay all reasonable actual expenses, costs, and attorney's fees Lessor may incur, with or without formal action, to enforce, defend, or protect this Lease or Lessor's rights under this Lease, including any expense incurred with respect to environmental compliance, bankruptcy or any proceeding that involves Lessee, the Lease, the Premises, improvements or personal property on the Premises. Lessee will make payment within 30 days of the date of each notice from Lessor of any amounts payable under this provision. D. REASONABLE CURE 1. In the case of a default that cannot be reasonably cured within 30 days, a notice of default issued by Lessor to Lessee under this Article is stayed if, within the 30-day notice period, Lessee begins and continues expeditious action to cure the violation. Lessor will determine if a violation cannot be reasonably cured within 30 days and what constitutes expeditious action. 2. In the case where, in Lessor's sole determination, Lessee's default is considered an imminent threat to the Airport, public health or safety, or the environment, Lessor will direct Lessee to stop the activity immediately and may reduce the period to cure the default, or Lessor may correct the default pursuant to Section E of this Article. E. RIGHT OF LESSOR TO PERFORM If, after 30 days following issuance of notice, Lessee fails or refuses to perform any action required by this Lease, Lessor will have the right, but not the obligation, to perform any or all such actions required by this Lease at the sole expense of Lessee. Lessor will not take action if Lessee begins and continues expeditious action to perform any action required by this Lease that cannot be reasonably completed within 30 days. Lessor will, at its sole discretion, determine what constitutes expeditious action and if an action cannot be reasonably performed in 30 days. Kodtdk Airport Initials Kodiak Airport Properties, LLC Page 25 of 37 Lease ADA-09514 2. Lessee is required to pay, within 30 days of the billing date, any cost or damage that Lessor incurs to enforce or protect Lessor's rights under the Lease or due to any failure of Lessee to comply with a provision of the Lease, including a cost to correct a violation under 17 AAC 45.; in this paragraph "cost" includes legal fees and administrative costs. If Lessee fails or refuses to perform any action that has been deemed an imminent threat Lessor will have the right, but not the obligation, to perform any or all such actions required to expeditiously correct the imminent threat. If Lessor acts to correct a violation or omission by Lessee, Lessor may seek reimbursement from Lessee of all costs, plus interest at the rate provided in AS 45A5-010(a), that Lessor incurs in acting to correct the violation or nmission, including site assessment costs, clean-up costs, collection costs, legal and administrative costs, applicable fines, and costs resulting from interference with or delay of Airport projects or operations. F. WAIVER A waiver by the Lessor of any default by the Lessee of any provision of this Lease will not operate as a waiver of any subsequent default. If the Lessor waives a default, the Lessor is not required to provide notice to the Lessee to restore or revive any term or condition under this Lease. The waiver by the Lessor of any provision in this Lease cannot be enforced or relied upon unless the waiver is in writing and signed on behalf of the Lessor. The Lessor's failure to insist upon the strict performance by the Lessee of any provision in this Lease is not a waiver or relinquishment for the future and the provision will continue in full force. ARTICLE XV HOLDOVER AND CONTINUED OCCUPANCY A. HOLDOVER If the Lessor has not directed the Lessee to vacate the premises upon expiration of the Lease, then if the Lessee continues to occupy the premises in holdover after the expiration of the Lease, the holdover ends on the earliest of the following, regardless of any rents or fees accepted by the Lessor: 1. the date on which the Lessor and the Lessee execute a term extension for the Lease or a new Lease for the Premises; or 2. the date on which the Lessor or the Lessee terminates the holdover upon not less than 30 days' notice; or 3. the 180th day after the expiration of the Lease. B. CONTINUED OCCUPANCY If the Lessee continues to occupy the Premises in Holdover under this Article, the Lessee will continue to pay the Lessor rents and fees after the expiration, termination, or cancellation of this Lease and to abide by the Lease obligations, including providing aAnydl Kodiak Airport Initials AV - Kodiak Airport Properties, LLC Page 26 of 37 Lease ADA-09514 required proof of insurance coverage, through the date Lessee relinquishes possession of and completely vacates the Premises. Lessor will consider the Premises vacated if: 1. The Lessee has remediated any environmental Contamination for which the Lessee is responsible; and 2. The Lessee has removed or otherwise disposed of any Lessee -owned permanent or removable improvements and personal property; and 3. The Lessee has restored the Premises to a neat and clean physical condition acceptable to Lessor. C. AIRPORT CLOSURE Pursuant to AS 02.15.070(b) and 17 AAC 45, the Lessor may abandon or temporarily or permanently close the Airport for aircraft operations if the Lessor finds that is in the best interest of the state. 1. If Lessor closes the Airport for aircraft operations for sixty (60) days or less, this Lease will remain in full force and effect without adjustment. 2. If Lessor closes the Airport for aircraft operations for more than sixty (60) days, but not permanently, and the Lessee's Lease is for aeronautical uses, the Lessee may either terminate the Lease in writing or retain the Lease and receive a fifty percent (50%) rent reduction or credit for that portion of the closure that exceeds sixty (60) days. 3. If Lessor permanently closes the Airport for aircraft operations the Lessee may terminate this agreement by written notice to Lessor or retain the Lease subject to any obligation of the Lessor to return management of the affected land to the State of Alaska Department of Natural Resources, any obligation of the state to return the affected land to the federal government or other public or private person or entity under a deed restriction, federal grant assurance, or other binding requirement, or any decision of the Lessor to sell or exchange the land or to put the land to other use. D. DISASTERS The Lessee or Lessor may cancel this Lease upon written notice to the other party if: 1. the Premises becomes unusable through no fault of either party and performance under this Lease becomes impossible; or 2. the Airport becomes unusable through no fault of either party and the performance under this Lease becomes impossible. If the Lessee elects in writing that it will continue to operate after notice from Lessor to Lessee that the Airport has become unusable, the Lessee's obligations under the Lease will continue but Lessor is under no obligation to continue to perform. Causes for termination of the Lease under this provision include acts of God, the public enemy, and the United States. Ko8is k Airport Initials Kodiak Airport Properties, LLC Page 27 of 37 Lease ADA-09514 E. NATIONAL EMERGENCY If the federal government declares a national emergency, neither party may hold the other liable for any inability to perform any part of this Lease as a result of the national emergency. ARTICLE XVI FUELING OPERATIONS AND FUEL STORAGE A. SELF FUELING Except as may be provided in this Lease, the Lessee shall not conduct Fueling operations on the Airport except Self -fueling, which shall be conducted only on the Premises or on the premises of a commercial Fueling facility. B. FUEL STORAGE 1. If Fuel is stored on the Premises, the Fuel storage facility must be in compliance with 17 AAC 45 and installed and plumbed according to all Environmental Laws, 13 AAC 50,14 CFR Part 139 (if applicable), and all comply with all applicable federal and state laws. 2. The Lessee will keep all equipment used in conjunction with the Lessee's Fueling operations on the Airport in a safe and properly functioning condition. 3. At any time, the Lessor has the right to inspect all Fueling equipment used by the Lessee on the Airport to determine if the Lessee's Fueling equipment and operations conform to the applicable laws, regulations, and codes. The Lessee, prior to any further Fueling operations, will accomplish any corrective action deemed necessary by the Lessor. 4. All Fueling operations must be in compliance with 17 AAC 45 and will meet current requirements for Fueling and fire safety as described in applicable federal and state laws and regulations. 5. If required under 40 CFR 112, Lessee agrees that before performing any Fueling function on the Airport, Lessee will maintain and submit to the Lessor a copy of the operator's Spill Prevention, Control, and Countermeasures Plan prepared under 40 CFR 112. Kodiak Airport Initials Kodiak Airport Properties, LLC Page 28 of 37 Lease ADA-09514 ARTICLE XVII COMMERCIAL FUELING SERVICES A. SPILL PREVENTION. CONTROL AND COUNTERMEASURES PLAN (SPCC) 1. Lessee agrees that before performing any Fueling function on the Airport, an operator of a commercial Fueling service shall maintain and submit to the Lessor a copy of the operator's Spill Prevention, Control, and Countermeasures Plan prepared under 40 CFR 112, or, if none is federally required, maintain and submit to the Lessor a written Fuel spill prevention and response plan that includes: a. the measures the operator will take to prevent a release of Fuel; b. the steps the operator will take, in the event of a release of Fuel, to i. stop the release; and ii. contain and prevent spreading or migration of any Fuel released; and c. the operator's plan in accordance with 17 AAC 45 for immediate notification describing any release of Fuel to the Airport manager and to each regulatory agency that requires such a report. 2. Lessee further agrees to have a copy of the SPCC plan located at Lessee's Fuel storage facility at all times. 3. Neither the submission of a plan by the Lessee or an operator under this Article, nor the receipt of the plan by the Lessor may be construed as approval or endorsement of the plan by the Lessor. B. FUEL SALES If the Airport is operated under 14 CFR Part 139 and the Lessee is a 14 CFR Part 135 operator and sells Fuel to the general aviation public, Lessee must have at least one supervisor employed by the Lessee complete a Federal Aviation Administration acceptable aviation fuel related training course in fire safety. Prior to any Fuel storage, handling or dispensing operations authorized by this Lease, and once each year thereafter as long as Lessee sells Fuel, the Lessee will provide the Airport Manager with a letter verifying that the required fire safety training has been accomplished. All Lessee employees who handle Fuel will receive training in fire safety. 2. Lessee agrees to pay the Lessor the fuel flowage fee established under 17 AAC 45. The current fuel flowage fee charged by the Lessor is <five cents ($0.05) per gallon for each gallon of Fuel sold, delivered or dispensed on the Airport. Fuel used exclusively for building heating, delivered to an aircraft for carriage off the Airport as manifested cargo in a container not connected to the aircraft's engine and Fuel carried to the Airport aboard an aircraft if off-loaded to or in a storage or transport container for use only off the Airport is exempt from the fuel flowage fee. Kodiak Airport Initials A' Kodiak Airport Properties, LLC Page 29 of 37 Lease ADA-09514 3. Payments of the charges and fees shall be made quarterly, within thirty (30) days succeeding each calendar quarter. Calendar quarters shall begin on January 1st, April 1 st, July 1 st, and October 1 st of each year of the term of this Lease. a. Each payment set forth shall be accompanied and supported by a Certified Activity Report (CAR) from the Lessee showing the total gallons of Fuel sold, delivered or dispensed during the preceding calendar quarter for which payment is made. CARs required by this Article must be made on a copy of Exhibit <C of this Lease or in a similar format acceptable to the Lessor. b. A CAR must be submitted to the Lessor every calendar quarter whether or not Fuel has been sold, delivered or dispensed at the Airport by the Lessee. c. If the Lessee's supplier(s) of Fuel has already paid the Lessor all or part of the Lessee's required fuel flowage fee, based upon the suppliers CAR activity report showing gallons delivered to the Lessee on the Airport, the Lessee's obligation to make fuel flowage fee payment on the Fuel will be satisfied. The Lessee remains responsible for providing its own quarterly Certified Activity Report and making payment for any additional fees owed. 4. The Lessor may increase the fuel flowage fees specified in this Article without formal amendment to this Lease. The increase or decrease may only happen once per calendar year. The Lessor agrees to give the Lessee thirty (30) days' advance written notice of any increase or decrease. 5. Time is of the essence in submitting CARS. Lessee will pay an administrative fee per 17 AAC 45 if a late notice is issued to Lessee for failure to submit the CAR when due, whether or not there are any fees due. The administrative fee will be due and payable at the time the fuel flowage fees for that period are due. If the date the CAR is due falls on a weekend or holiday, the Lessee will provide the Lessor with a CAR by the end of the first day following the weekend or holiday. C. FUEL SALES AUDIT Lessee agrees to allow Lessor to audit Lessee's books, records, including electronic data and text files, and supporting data and documents relating to the Lessee's Fuel sales. Lessee will either transport the necessary books and records to the Premises or allow the audit to be performed at the location where the Lessee maintains the books and records. Lessee further agrees that if Lessee elects to have the audit performed at a location other than the Premises, Lessee will reimburse the Lessor for the audit costs incurred. Such reimbursement will include air and ground transportation from the auditor's duty station to the location at which the books and records are maintained as well as per diem at the then current state rate for each day of travel and on -site audit work. The Lessor will bill Lessee for the costs incurred supporting the costs with a copy of the travel authorization form currently used by the Lessor. Lessee will pay the Lessor, within thirty (30) days of the billing date, the audit costs the Lessor incurs. Kodiak Airport Initials Kodiak Airport Properties, LLC Page 30 of 37 Lease ADA-09514 2. The Lessee will preserve and keep accessible all books and records relating to its Fueling operations as specified under this provision for a period not less than five (5) years except as provided herein. If the Lessor does not specifically object to the contents of a report within five (5) years from the date the report or statement is furnished to the Lessor, or three (3) years after completion of an audit conducted by Lessor, the contents of that report or statement will be deemed to be true and correct unless it can be established that the report or statement was fraudulently prepared. If the Lessor makes an objection, the Lessee must preserve all books and records until the objection is resolved. 3. If Lessor's audit of Lessee's books and records discloses an underpayment by the Lessee, the Lessee will pay the difference from the date payment was required, plus interest at the rate provided in AS 45.45.010, within 30 days of the billing date, in addition to the costs incurred in conducting the audit as above specified. If the underpayment is more than $5,000 in any fiscal year, the Lessee shall pay the current state per diem, including salary and benefit costs of the auditor. If the Lessor collects the difference through litigation, the Lessee will pay the Lessor the Lessor's actual costs and attorney fees if the Lessor finds it necessary to take legal action either to levy a bond or to take any other action necessary to collect money the Lessee owes the Lessor. If an inspection or audit discloses an overpayment by the Lessee, the Lessor will promptly credit the Lessee's account. 4. Lessee agrees to submit to Lessor, annually, within thirty (30) days following the anniversary date of the Lease, a report that reflects Lessee's total volume of Fuel delivered or dispensed for which a CAR is required. The Lessee must certify in the report that the Lessee is maintaining its accounting records in accordance with this Lease. Either an independent certified accountant or the Lessee's chief financial officer must sign the annual report. ARTICLE XVIII DEFINITIONS For the purposes of this Lease the following terms are defined as follows: 1. Certified Activity Report (CAR) -- a report of gross sales, Fuel deliveries, passenger and cargo volumes, number of landings, certificated maximum gross takeoff weight, or other information that a lessee, permittee, concessionaire, aircraft operator, or other Airport user must submit to the Lessor and certify as true and correct. 2. Contamination -- the unpermitted presence of any released Hazardous Substance. 3. Environmental Assessment -- means an assessment of property, prepared in a manner consistent with generally accepted professional practices, that is supported by reports and tests that determine the environmental condition of property and the presence, type, concentration, and extent of any Hazardous Substance in, on, and under the surface of the property. Kodiak Airport Initials i� L Kodiak Airport Properties, LLC Page 31 of 37 Lease ADA-09514 4. Environmental Law --any federal, state, or local statute, regulation, ordinance, code, permit, order, decision, or judgment from a governmental entity relating to environmental matters, including littering and dumping, including 42 USC 7401-7671q (Clean Air Act); 33 USC 1251-1387 (Federal Water Pollution Control Act); 42 USC 6901-6992k (Resource Conservation and Recovery Act); 42 USC 9601-9657 (Comprehensive Environmental Response, Compensation, and Liability Act); 49 USC 5101-5127 (Hazardous Materials Transportation Act); 15 USC 2601-2692 (Toxic Substances Control Act); AS 46 (Alaska Water, Air, Energy, and Environmental Conservation Acts); and the provisions of 18 AAC (Environmental Conservation), implementing AS 46. 5. Environmental Liability Baseline-- a document based on an Environmental Assessment that identifies Contamination in, on, or under the surface of the Premises that was neither caused nor Materially Contributed To by the Lessee, nor assumed by the Lessee by reason of assignment. If an Environmental Assessment determines the presence of Contamination in, on, or under the surface of the Premises that was Materially Contributed To by the Lessee, the Environmental Liability Baseline will include only that portion of the Contamination not caused or Materially Contributed To by the Lessee or the Lessee's operations, nor assumed by the Lessee by reason of assignment. 6. Fuel -- any motor fuel or liquid heating fuel including gasoline, aviation gasoline, jet fuel, diesel fuel, kerosene, propane, and liquid natural gas. 7. Fueling -- delivering or dispensing Fuel, defueling and refueling, or any other transfer of Fuel on Airport property. 8. Hazardous Substance -- a substance that is defined under an Environmental Law as hazardous waste, Hazardous Substance, hazardous material, toxic, pollutant, contaminant, petroleum, petroleum product, or oil. 9. Lessor — The State of Alaska, Department of Transportation and Public Facilities' employee or other person designated by the commissioner or a regional director to act for the department, including an Airport manager. 10. Materially Contributed To -- to play a substantial role in causing or increasing the release or migration of a Hazardous Substance in a reportable quantity as defined under an applicable Environmental Law. 11. Permanent Improvement -- a fixed addition or change to land that is not temporary or portable, including a building, building addition, a well associated with a building, and a Fuel tank of not less than 1,000 gallons capacity and affixed to a permanent foundation, but not site development work, Site Development Materials and items of ordinary maintenance, such as glass replacement, painting, roof repairs, door repairs, plumbing repairs, floor covering replacement, or pavement patching. 12. Self -fueling -- the dispensing of Fuel to an aircraft or vehicle for use by the aircraft or vehicle using fueling apparatus owned or leased by the owner or operator of the aircraft or vehicle. Kodiak Airport Initials Kodiak Airport Properties, LLC Page 32 of 37 Lease ADA-09514 13. Site Development Materials -- materials used for site development, including geotextile, fill, gravel, paving, and pavement reinforcement materials. ARTICLE XIX EXHIBITS Exhibit A Leased Premises (2 pages) Exhibit B Fuel CARs Kodlek Airport Initials _ L Kodiak Airport Properties, LLC Page 33 of 37 Lease ADA-09514 �C� EXHIBIT A: �c�1c acrav a wnu uu 1� omae nly4 avn wa` , •• D Nw�xrii s � A off^ Pw�c �"N K LOCATION MAP aJi�1 VICINITY MAP SECIINNS 14,15,16,22. MO ]] T2R5. R2M S( WRD MERIDWI, AIASM NODM RECORDING DISTRICT y G r �.` 1 S ti1 1.I1 b ADA-09514 > 0 STATE OF ALASKA DEPARTMENT OF TRANSPORTATION AND PUBLIC FACILITIES AVIATION LEASING PERMIT ADA-09514 LOT 6A, BLOCK 1600 KODIAK AIRPORT DATE DRAWN: 04/11/2022 SCALE: 1 "= 2000' EXHIBIT A Kodiak Airport Initials AV - Kodiak Airport Properties, LLC Page 34 of 37 Lease ADA-09514 EXHIBIT A (continued): LOT 5A - - - MOO' x W w 1 II I �; SrA 1081U5,7 110Y.65' LS ADA-09514 LOT 6A, BLOCK 1600 27,636 SO FT a �a I BLOCK 1600 LOT 6A I I LOT 7B STATE OF ALASKA DEPARTMENT OF TRANSPORTATION AND PUBLIC FACILITIES AVIATION LEASING PERMIT ADA-09514 LOT 6A, BLOCK 1600 KODIAK AIRPORT DATE DRAWN: 04/11/2022 SCALE: 1 "= 100' KddiaKAirport Initials of Kodiak Airport Properties, LLC Page 35 of 37 Lease ADA-09514 EXHIBIT B: Department of Transportation and Public Facilities STATEWIDE AVIATION LEASING CENTRAL REGION NORTHERN REGION SOUTHCOAST REGION PO Box 196900 2301 Pager Rd PO Box 112505 Anchorage AK 99519-6900 Fairbanks AK 99709-5316 Juneau AK 99611-2505 FUEL TYPE GALLONS OF FUEL RATE AMOUNT DUE SUBJECT TO THE RATE IMMA,11l 1,,mWN/A f ,=W10 Aviation Fuel x $ 0.050 /gal Jet Fuel x $ 0,050 /gal Non -Aviation Fuel x $ 0.050 /gal (Auto/Regular Gas) (Healing fuel sales are exempted from the fuel sales fee) TOTAL FUEL FLOWAGE FEE DUE: 0 CHECK ONE IF ANY OF THE ABOVE BOXES ARE ZERO = This period I did not distribute or sell any gallons 1 wholesaled only and my customers pay of the following fuel: their own fee. My customers are: = Aviation Jet Non -Aviation My supplier paid my fee. Name of fuel supplier: PAYMENT: = Enclosed is my check covering the fuel flowage fees due. = Charge the fees due to my credit card ($10,000 limit): VISA =Mastercard Expiration Date Credit card number: 1CvC1 Name printed on card: Billing Statement Address: zipO Please fax a receipt tome at fax number: I hereby certify that my firm is authorized by the State of Alaska, Department of Transportation and Public Facilities to dispense fuel and that the figures presented above are true and correct. Name: Title: Signature: Date: Kodiak Airport Initials Kodiak Airport Properties, LLC Page 36 of 37 Lease ADA-09514 IN WITNESS WHEREOF, the parties hereto have set their hands the day and year stated in the acknowledgments below.yz/ AUTHORIZED SIGNATORY STATE QF )ss. LESSEE AcACi_M (AA- a _ � Judicial District ) THIS IS TO CERTIFY that on this day of l 2022, before me, the undersigned, a Notary Public in and for the State of or an agent duly authorized by law as such, personally appeared PIACLXYI UA.JeOs known to me to be an officer of the above mentioned corporation and who acknowledged before me that he or she executed the foregoing instrument freely and voluntarily for and on behalf of the corporation, with full knowledge of its contents, and with full authorization by the corporation to do so. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the date and year first written above. ANINk OFFICIAL SEAL _ Brook B@I&Mn Notary Public in and for the State of NjW ►blryNft-baofft wa My Commission Expires: !/ ofl . STATE OF ALASKA DEPARTMENT TRANSPORTATION AND PUBLIC FCILI S STATE OF ALASKA )ss. Third Judicial District ) THIS IS TO CERTIFY that on this A day of /7a 2022, before me, the undersigned, a Notary Public in and for the State of Alaska, or�ly authorized by law as such, personally appeared Vickie L. Swain, known to me to be the Chief, Central Region, Statewide Aviation Leasing, Department of Transportation and Public Facilities, for the uses and purposes therein set forth and that she is authorized by said State of Alaska so to do. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the date and year first written above. Kodiak Airport Kodiak Airport Properties, LLC Notary Public in and for Alaska My Commission Expires: Ur ik 4i ct Page 37 of 37 Initials Lease ADA-09514