Lease and development agreement



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(c) Compliance with Environmental Requirements.

Without limiting the Lessee’s obligations elsewhere under this Agreement to comply with all laws, ordinances, governmental rules, regulations and orders which were or at any time are in effect during the Term, the Lessee understands and agrees that, except as provided in paragraph (b)(2) of this Section, it shall be obligated, at its cost and expense, to comply with, and relieve the Port Authority from compliance with, all Environmental Requirements which are applicable to or which affect (w) the Premises, (x) the operations of, or work performed by, the Lessee or others with the consent of the Lessee at the Premises or the Lessee’s operations at the Airport, (y) the occupancy and use of the Premises by the Lessee or by others with its consent or (z) any Hazardous Substance which has migrated from the Premises. Nothing in the foregoing shall be construed as a submission by the Port Authority to the application to itself of any Environmental Requirements; provided, however, that no immunity or exemption of the Port Authority from any Environmental Requirements shall excuse compliance or be grounds for noncompliance on the part of the Lessee. Without limiting the generality of the foregoing and as part of the Lessee’s fulfillment of the foregoing obligations, the Lessee shall be responsible, at its sole cost and expense and subject to the direction of the Port Authority, for:


(1) the preparation of and submission to all applicable Governmental Authorities of any notice, negative declaration, remedial action workplan, no further action letter, remediation agreement or any other documentation or information as may be required by Environmental Requirements;

(2) the obtaining of any surety bond or the giving of any other financial assurances; and

(3) complying with the provisions of all Environmental Requirements becoming effective on or relating to the termination, expiration or surrender of the letting of the Premises or of any portion thereof under this Agreement, or on the closure or transfer of the Lessee’s operations at the Premises.

(d) Obligation to Remediate.

In addition to and without limiting the generality of the obligations of the Lessee set forth above and elsewhere in this Agreement, the Lessee shall, at its sole cost and expense and in accordance with and subject to the provisions of the Article hereof entitled “Construction”, upon notice from the Port Authority, promptly take all actions to:


(1) completely Remediate all Hazardous Substances in, on and under the Premises and at the Airport resulting from or in connection with the use and occupancy of the Premises by the Lessee or any affiliated company of the Lessee or which have been or permitted to be disposed of, released, discharged or otherwise placed in, on or under the Airport by the Lessee or any affiliated company of the Lessee or which have been disposed of, released, discharged or otherwise placed in, on or under the Premises during the term of the letting of the Premises under this Agreement or during the term of any previous agreement between the Lessee or any affiliated company of the Lessee and the Port Authority covering the Lessee’s or any such affiliated company’s use and/or occupancy of the Premises or any portion thereof;

(2) except as provided in paragraph (b)(2) of this Section, Remediate, as necessary to mitigate any Environmental Damages, all Hazardous Substances in, on or under the Premises, or which have migrated from the Premises to any other property, which any Governmental Authority or any Environmental Requirement or any violation thereof require to be Remediated; and



(3) except as provided in paragraph (b)(2) of this Section, Remediate, as necessary to mitigate any Environmental Damages, all Hazardous Substances in, on or under the Premises, or which have migrated from or from under the Premises, which any Governmental Authority or any Environmental Requirement or any violation thereof require to be Remediated.

(e) Particular Obligations Included.

The obligations set forth in paragraphs (c) and (d) of this Section shall include but not be limited to the investigation of the environmental condition of the area to be Remediated, the preparation of feasibility studies, reports and remedial plans, and the performance of all Remediation and related work shall be performed in a good, safe and workmanlike manner. The Lessee shall promptly provide the Port Authority with copies of all test results and reports generated in connection with such obligations. Except as otherwise required by Environmental Requirements or any Governmental Authority, promptly upon completion of such investigation and Remediation, the Lessee shall seal or cap all monitoring wells and test holes, remove all associated equipment and restore the Remediated property.

(f) Port Authority Remedies.

Without limiting the Port Authority’s other remedies under this Agreement or, generally, at law or equity, the Port Authority shall have the right, during and after the Term, to such equitable relief, including restraining injunctions and declaratory judgments, to enforce compliance by the Lessee of its environmental obligations under this Agreement, including without limitation all the Lessee’s obligations under this Section. In the event that the Lessee fails to comply with or perform any of such obligations, the Port Authority at any time during or subsequent to the termination, expiration or surrender of the letting of the Premises or any portion thereof may elect (but shall not be required) to perform such obligations, and upon demand the Lessee shall pay to the Port Authority as additional Rental its costs thereof, including all overhead costs as determined by the Port Authority.

(g) Information and Reports.

Without limiting any other of the Lessee’s obligations under this Agreement and except as provided in paragraph (b)(2) of this Section, the Lessee, at its sole cost and expense, shall provide the General Manager of the Airport with such information, documentation, records, correspondence, notices, reports, tests, results, and certifications and any other information as the Port Authority shall request in connection with any Environmental Requirements or Environmental Damages, and the Lessee shall promptly acknowledge, swear to, sign or otherwise fully execute the same. The Lessee agrees that any of the foregoing may be filed by the Port Authority with the appropriate Governmental Authority on behalf of the Lessee at the Lessee’s cost and expense. Further, the Lessee agrees, unless directed otherwise by the Port Authority, to provide the General Manager of the Airport with copies of all information, documentation, records, correspondence, notices, certifications, reports, test results and all other submissions provided by the Lessee to a Governmental Authority, and by a Governmental Authority to the Lessee, within two (2) Business Days after the same have been made available to or received by the Lessee with respect to any Environmental Requirements or Environmental Damages.

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