Special Event Fee Payment Agreement Terms And Conditions

 

REV JULY 2024

1.    Operator grants User the temporary, right solely during the Term, to use and occupy certain ramp space, as designated by Operator, located at the Airport (the “Ramp Space”). The Ramp Space shall be used by User for the purpose of temporarily storing the Aircraft during the Term. 

 

2.    User shall provide reasonable advance notice to Operator of anticipated Aircraft flight activity. Operator shall be solely responsible for the towing or repositioning of all Aircraft into and out of the Space.  User expressly agrees not to undertake the towing or repositioning of the Aircraft.  User shall be solely responsible for the securing of its Aircraft while positioned in the Space.  Consistent with the foregoing obligation, User shall ensure the Aircraft is secured in such a manner that enables Operator to tow or reposition the Aircraft at any time for purposes of ingress and egress to any portion of Operator’s facility.

 

3.    User shall pay the Fees as set forth in the Summary of Terms.  Payment is due immediately upon User’s occupancy of the Ramp Space.  User shall only have the right to occupy the Ramp Space for the Term. In the event User fails to vacate the Ramp Space immediately after the Term, User (i) will be charged a one-time holdover fee of $5,000; (ii)  will be charged a daily fee of three (3) times the Fees for each subsequent calendar day, or any part thereof, where User’s aircraft remains on the Ramp Space following the Term; and (iii) shall reimburse Operator for, and indemnify Operator against, all damages, costs, liabilities and expenses, including storage costs and reasonable attorneys’ fees permitted by law, which Operator shall incur on account of User’s delay in vacating the Space.

 

4.    During the Term, Operator shall provide such fuel and other services at the Airport as User shall request at Operator’s then-current fuel rates. Operator will provide fuel services at the Airport as User requests. User acknowledges that there is limited space at Operator’s Facility for aircraft storage and parking, and that as consideration for the grant of rights pursuant to this Agreement, this Agreement is expressly conditioned on User’s agreement that Operator is User’s exclusive fueler at the Airport during the Term. The foregoing obligation applies only with respect to the Aircraft which is/are the subject of this Agreement and only with respect to User’s requirements for aviation fuel for said Aircraft while at the Airport during the Term.

 

5.    User agrees that it will maintain at its expense at all times during the Term, in full force and effect, with insurers of recognized responsibility, aviation general liability insurance in an amount not less than One Million Dollars ($1,000,000) per aircraft per occurrence.  User and its insurance carrier(s) agree to waive any and all rights of subrogation in favor of Operator except where damage results solely from the sole negligence or willful misconduct of Operator.  User acknowledges that its potential liability under this Agreement is not limited to the amount of insurance coverage it maintains or the limits required herein. 

 

6.    User agrees to indemnify, defend, save and hold harmless the Atlantic Parties, to the full extent allowed by law, from and against any and all liabilities, demands, suits, claims, actions, arbitrations, administrative proceedings, awards, judgments, losses, fines, penalties, indemnification obligations, or damages (including, without limitation, attorneys’ fees, investigative fees, expert fees, and court costs) for property damage, bodily injury, or death (“Claims”) arising out of or in connection with (i) User’s breach of any term, condition, covenant, or obligation of this Agreement; and (ii) arising out of User’s activities at, on or around Operator’s facility or the Airport and the acts or omissions of User or its officers, employees, agents, representatives, contractors, subcontractors, suppliers, licensees, guests, invitees or customers (an “Indemnified Loss”), unless such Indemnified Loss is due to the sole gross negligence or willful misconduct of Operator. THE PARTIES AGREE THAT UNDER NO CIRCUMSTANCES WILL OPERATOR, ATLANTIC AVIATION FBO INC., THEIR RESPECTIVE PARENT COMPANIES, AND ALL ENTITIES DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY, OR UNDER COMMON CONTROL WITH ATLANTIC AVIATION FBO INC. (COLLEVTIVELY, the “ATLANTIC PARTIES”) be liable to USER for indirect, incidental, consequential, special, punitive or exemplary damages (including, WITHOUT LIMITATION, damages for loss of use, lost profits or diminution in value) whether in contract or tort (including strict liability and negligence).  The provisions of this Section 6 will survive the termination or expira­tion of this Agreement.

 

7.    User expressly agrees that during the Term and throughout performance of any requested services by Operator, User will follow all federal, state, and local laws, statues, and ordinances, and the Airport rules and regulations.  User further agrees that, if any services are being provided to an aircraft, an employee or agent of User will at all times be in charge of and retain custody and control of such aircraft being serviced by Operator, and Operator will at no time be considered a bailee of, or in custody or control of, the aircraft.

 

8.    Each party shall take any action that may be required to comply with the terms of the USA Patriot Act of 2001, as amended, any regulation promulgated under the foregoing law, Executive Order No. 13224 on Terrorist Financing, any sanctions program administrated by the U.S. Department of Treasury’s Office of Foreign Assets Control or Financial Crimes Enforcement Network, or any other law, regulation or executive order designed to combat terrorism or money laundering, if applicable, to this Agreement. Each party represents and warrants to the other that it is not an entity named on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury.

 

9.    User represents and warrants that: (i) it has rightful possession of the Aircraft listed in this Agreement; and (ii) it is fully authorized to enter into this Agreement on behalf of the User and any registered owner(s) and ultimate beneficial owner(s) of the Aircraft and to bind the User and any Registered Owner(s) and ultimate beneficial owner(s) of the Aircraft to the terms and conditions of this Agreement.

 

10.  Operator shall not be liable for its failure to perform this Agreement or for any loss, injury, damage or delay of any nature whatsoever resulting therefrom caused by any Act of God, fire, flood, accident, strike, labor dispute, riot, insurrection, war or any other cause beyond Operator’s control. The rights and remedies with respect to any of the terms and conditions of this Agreement shall be cumulative and not exclusive and shall be in addition to all other rights and remedies either in law or equity.  The waiver by either party of any covenant or condition of this Agreement shall not preclude such party from demanding performance thereafter in accordance with the terms hereof.  If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected thereby.  This Agreement constitutes the entire agreement between Operator and User, and supersedes all previous agreements or understandings, whether written or oral, related to the subject matter hereof.  This Agreement may be changed only in writing signed by both parties. This Agreement shall be binding on and shall inure to the benefit of the heirs, legal representatives, successors and assigns of the parties hereto.

 

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction where the Ramp Space is located, without regard to its conflicts of laws rules. User and Operator hereby voluntarily submit themselves to the jurisdiction of the Federal and State courts situated in the jurisdiction in which the Space is located for the resolution of any dispute arising under this Agreement, and User and Operator expressly waive any defense or claim of inconvenient forum.  In the event of any suit or other action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts, such party shall be paid by the other party a reasonable sum for attorney’s fees and costs