EVERETT, WOMBLE, LAWRENCE & BROWN, L.L. P 

Attorneys at Law 

507 B Spence Avenue 

W. Harrell Everett, Jr. Drawer 10809 

James D. Womble, Jr. Goldsboro, NC 27532-0809 

Ronald T. Lawrence, II 

Darrell K. Brown 

Telephone 

(919) 778-6707 

Fax 

(919) 751-2598 

E-Mail 

ewf@ewf-law.com 

August 13, 2009 

Mr. Jonathan W. Cross 

Federal Aviation Authority 

Office of the Chief Counsel 

ATTN: FAA Part 16 Airport Proc. Docket 

AGC-610 Federal Aviation Administration 

800 Independence Ave., SW 

Washington, DC 20591 

(OEDW i 

AIRPORTS/ENVmONMENTAL 

LAW. AGC-600 • 

Re; Delbert Johnson d/b/a Two Dogs Aviation vs. Goldsboro Wayne 

Airport Authority Docket No. 16-08-11 

Dear Mr. Cross 

Please refer to a letter from Glenn Barfield, attorney for 

Complainant, dated July 27, 2009, attaching minutes of the December 

4, 2008 meeting and the minutes of the February 26, 2009 meetinq 

of the Goldsboro Wayne Airport Authority. 

In response to Mr. Barfield's contentions as to the actions 

taken by the Goldsboro Wayne Airport Authority, I am enclosing an 

Affidavit from Otto H. Keesling in response thereto and to 

supplement Respondent's previous filings as well as additional 

documents which reflect recent changes caused by the resignation of 

SIG Aviation as Airport Manager and FBO for the sale of petroleum 

products. 

Yours very truly, 

EVERETT, WOMBLE, LAWRENCE & BROWN,LLP 

W. Harrell Everett, Jr. 

WHEJr:obb 

Enclosures 

copy: Mr. Glenn Barfield 

Mr. Pablo Nuesch 

Mr. Otto Keesling 

F:\WP10\OB\gwaa\crossjohnsonlt3.wpd 
Affidavit of Otto H. Keesling 

I, Otto H. Keesling, do hereby state upon my oath that the following statements are true 

and correct according to the best of my knowledge, information, and belief: 

1. I am the Chairman of the Goldsboro-Wayne Airport Authority ("GWAA") Board 

and was elected to that position following the retirement of Cleveland C. Wilkins on July 1, 

2009. I have previously served as Chairman of the Board and have been a member of the Board 

for a number of years. In that capacity, I have reviewed the letter from Glenn A. Barfield, 

attorney for the Complainant, Delbert Johhson, d/b/a Two Dog Aviation, dated July 27, 2009 to 

Jonathan Cross, FAA, as well as the December 4, 2008 minutes of the meeting of GWAA 

(which I attended) and the memorandimi for record from SIG Aviation, LLC of the same date, as 

well as the minutes of the February 26, 2009 of the meeting of GWAA (which I attended) and 

the memorandum for record from SIG Aviation, LLC dated February 26, 2009. 

2. I am submitting this Affidavit to the Federal Aviation Administration to aid in the 

Agency's investigation. 

3. The minutes of the December 4, 2008 and February 26, 2009, GWAA Board 

meetings are public records and available for the public, including the Complainant. To the best 

of my knowledge no request had been made for these public records until Complainant requested 

them in July, 2009. 

4. In reference to the December 4, 2008 minutes, I did recommend that the Airport 

Manager contact suppliers of self-service fueling equipment and report back to the GWAA 

Board for the purpose of determining whether or not GWAA itself, at GWAA's own cost, 

should consider installing such equipment and offering a self-service fiieling option for Avgas at 

the Airport. 

5. In reference to the minutes of the February 26, 2009 GWAA Board meeting, I 

advised the Board that I had been in touch with Jones & Frank, a fueling equipment provider, 

concerning the possibility of GWAA offering self-service fueling at the Airport and that Jones & 

Frank had advised me that installation of the necessary equipment and associated electrical work 

it would probably cost about $34,000.00. 

6. My reason for inquiring about whether or not the GWAA itself should operate a 

self-service fueling facility at the Airport was due to the fact that, at the same time, other nearby 

airports were selling Avgas at a price less lower than the price SIG Aviation was selling to its 

customers. At the time I thought that if the GWAA were to acquire and install the necessary 

self-srvice equipment at the Airport, the GWAA would be able to make Avgas available to the 

public at a lower price. Thus far, the GWAA has taken no action on this matter. 

7. At the December 4,2008 meeting, it was brought to the attention of the Board 

that Avgas was being sold at the Airport by SIG Aviation at a price higher than the price charged 

at other airports and that, as a result, a number of pilots were complaining and were buying ftiel 

elsewhere. In order to have competitively-priced fuel at the Airport for the public, the Board 
agreed to reimbvirse SIG Aviation $1.50 per gallon on the sale of Avgas effective November 28, 

2008, so that SIG Aviation would, in turn, lower the price it charged the public by the same 

amount until the next supply of fuel was purchased. This action was not meant to result in any 

benefit to SIG Aviation, but was for the benefit of the public and customers at the Airport. 

8. As a result of the resignation of SIG Aviation as Airport Manager (See the 

attached letter from SIG Aviation to GWAA) and as FBO for the sale of pefroleum products, the 

Board of GWAA engaged in extensive discussions with Wayne County, the local provider of 

funding to GWAA for its operation of the Airport, concerning the future management and 

confrol of the Airport, including (1) dissolving GWAA as a public entity and having the Airport 

become a department of Wayne County; (2) having Wayne County, on a temporary basis, 

become Airport Manager, as well as FBO for only the sale of pefroleum products (See the 

attached local newspaper article). There continue to be ongoing discussions between Wayne 

County and GWAA in regard to the future control and management of the Airport. In light of 

the resignation of SIG Aviation, effective August 9, 2009, GWAA and Wayne County agreed 

that Wayne County itself would become Airport Manager and FBO for the sale of petroleum 

products in order to better serve the public (See the attached three Agreements between the 

GWAA and Wayne County). 

Further, affiant sayeth naught. 

Dated: August / 3 2009 

Otto H. Keeslin K^eshg e ^ / 

Subscribed and sworn to before me 

this 13^day of August, 2009. ..^V^'R''^* , 

Name: J)\,'o]a~% . ^c^f\Mt ^ | ^ ^ ^ '"'h. i i 

Notary Public \i ^ ^Ll C ; 

My commission expires: ^~~ Y^"^^// ^^r v ^' ^ 
SIG 

Aviation, LLC 

June 8,2009 

Mr. Cleve Wilkins 

Chairman, GWW Airport Authority 

P.O. Box 222 

Goldsboro, NC 27533 

Dear Mr. Wilkins: 

I regret to inform you that SIG Aviation, LLC has decided to leave the Fixed Base 

Operations business. This decision was reached after a detailed financial analysis 

revealed that losses from this venture have reached unacceptable levels. Our Premises 

Lease Agreement, dated October 1,2007, requires a sixty day written notification prior to 

termination. Please consider this letter as formal notification. 

We believe SIG Aviation has served the community in a highly professional manner and 

contributed significantly to the progress of the airport. It has been rewarding to 

participate in the development of the Goldsboro-Wayne Municipal Airport into one of the 

finest General Aviation facilities in the state. 

..' k • 

We are committed to assisting in the transition of the FBO and Airport Management 

responsibilities to new leadership. At this time, it is our intent to keep our corporate 

aircraft based at GWW. This is, of course, contingent upon negotiation of satisfactory 

prices for fuel, hangar, and office space. 

It is our desire to terminate this relationship effective July 31,2009. Please advise if this 

is an acceptable date and contact me if you have questions regarding this correspondence. 

Sincerely, 

James A. 

Manager 

James A. Steele 

400 Commerce Court, Goldsboro, NC 27533 919-734-7630 (Fax) 919-731-2802 
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decision 
AUG-05-2009 02:07PM FROM-COUNTY MANAGER 9197311446 T-706 P.002/002 F-517 

Count? of Maim 

STATE OF NORTH CAROLINA 

W. LEE SMITH. Ill 

COUNTY MANAGER 

PO BOX 227 PHONE: (919) 731-1435 

P.O. BOX ZZ7 p^ . ^g, gj 73.,,., ^ g 

30LDSBOBO. N.C. 27533-0227 August 5, 2009 Lee.Smith ©way negov.com 

Mr. Otto Keesling, Chairman 

Goldsboro-Wayne Airport Authority 

c/o W. Harrell Everett, Jr. 

Evereu, Womble, Lawrence & Brown, L.L.P. 

P.O. Drawer 10809 

Goldsboro, NC 27532-0809 

Bv Facsimile - 751-2598 

Dear Mr. Keesling: 

Wayne County is requesting the GWAA to waive the requirements of Section 8 of its 

Rules and Regulations that Wayne County as an FBO at Goldsboro Wayne Airpon that it also 

provide charter service, aircraft maintenance, light line maintenance and flight instruction and be 

allowed to only sell aviation fuel as its FBO. 

Thank you for your consideration. 

Sincerely, 

W. Lee Smith. HI 
NORTH CAROLINA 

WAYNE COUNTY 

COPY 

AIRPORT MANAGEMENT AGREEMENT 

_, THIS AIRPORT MANAGEMENT AGREEMENT (the "Agreement") made as of 

the S" ^ day of August, 2009, between GOLDSBORO-WAYNE AIRPORT AUTHORITY, a 

body politic and corporate created by the General Assembly of the State of North Carolina (the 

"Authority") and Wayne County, a body politic ("Wayne"); 

WITNESSETH ; 

WHEREAS, the Authority now owns, controls and operates the Goldsboro-Wayne 

Airport located in Wayne County, North Carolina (the "Airport"); and 

WHEREAS, the Authority desires to enter into an agreement with Wayne as an 

independent contractor to perform certain management services at the Airport and in such 

capacity be designated as the "Airport Manager"; and 

WHEREAS, Wayne employees and consultants have experience in aviation matters and 

airport management, and Wayne is willing to perform such management services for the 

Authority, all in accordance with the following terms, conditions and provisions; 

NOW, THEREFORE, IT IS AGREED THAT: 

1. BASIC AGREEMENT. Wayne agrees to serve as Airport Manager for the 

Airport, and the Authority agrees to hire Wayne for such services, all according to the terms and 

conditions set forth herein. 

2. TERM. The term of this Agreement shall begin at midnight on August 9, 2009 

and, unless terminated earlier as provided herein, shall end on the August 9,2029 (the "Term"). 

3. DUTIES AS AIRPORT MANAGER. Wayne shall employ and provide sufficient 

personnel to perform the necessary services as Airport Manager as are required herein. As 

Aiiport Manager, Wayne shall perform all the usual and customary duties that may be required 

of the Airport Manager in the administration and management of the Airport. In addition, it 

shall perform such other reasonable duties as shall be agreed upon by the Authority and Wayne 

from time to time. 

4. ADDITIONAL DUTIES. 

a. In addition to the duties outlined in paragraph 3. above, Wayne shall 

check the VASI and PAPI on a monthly basis or more frequently if the same is necessary, 

Wayne shall check the runway lights on a weekly basis and shall replace all bulbs which are the 

responsibility of the Authority. The Authority shall provide Wayne with all bulbs necessary for 

such replacement." '~ ' 

G:\Wp51\DATA\DMA\Wayne County\Airport Management Agreement.wpd 
b. Wayne shall frimish all labor and equipment necessary for the removal of 

snow at such times are necessary for the proper operation of the Airport and shall invoice the 

Authority for any equipment cost. 

c. Wayne shall make minor repairs to the improvements located at the 

Airport and shall provide routine maintenance to the Airport's premises. The Authority shall pay 

for all parts necessary for Wayne to have to perform these repairs. If it is necessary to engage 

outside labor to make repairs to the Airport's improvements, Wayne shall obtain the Authority's 

approval before proceeding with such repairs if the cost for outside services exceeds $200. In 

addition, Wayne shall supervise and maintain the common areas of the Airport and shall insure 

that such are maintained in a neat and clean manner. 

d. Wayne's designated Airport Manager's representative shall attend all 

regular and special meetings of the Authority and shall make monthly reports to the Authority of 

Wayne's duties as Airport Manager and of the activities of the Airport generally at these 

meetings. 

5. ENFORCEMENT OF RULES AND REGULATIONS. As Airport Manager, 

Wayne shall enforce all laws, ordinances, rules and regulations lawfully adopted for the general 

operation of the Airport and its facilities located thereon, or for the conduct of persons thereon, 

by any local, state or federal legal authority having jurisdiction thereof Wayne, as Airport 

Manager, will post and keep posted all written rules and regulations adopted by the Authority 

and will bring to the attention of any person who violates said rules and regulations that such 

conduct is unlawful. In the event a violator fails to comply or conform to applicable rules and 

regulations, then Wayne shall take such action as directed by the Authority from time to time to 

enforce such rules and regulations and prosecute the violators. 

6. WAYNE'S CONDUCT. Wayne, at all times during this Agreement, shall: 

(a) Observe and conform to all applicable laws and customs associated 

with the operation of the Airport. 

(b) Comply with all of the Authority's reasonable directions in the 

performance of its duties hereunder. 

(c) Comply with all Federal and State laws and regulations (including the 

Federal Aviation Adminisfration the "FAA") in the management of the Airport. 

7. INDEPENDENT CONTRACTOR. In performing its duties hereunder Wayne 

acts as an independent contractor, not as an agent of the Authority. The selection, retention, 

assignment, direction and payment of Wayne's employees, including applicable payroll taxes, 

shall be the sole responsibility of Wayne and the Authority shall not attempt to exercise any 

control over the daily performance or duties of Wayne's employees. In addition, Wayne shall be 

responsible for the payment of it own taxes. 

G:\Wp51\DATA\DMA\Wayne County\Airport Management Agreement.wpd 
8. DEFAULT AND TERMINATION. This Agreement shall terminate on the 

occurrence of any of the following events: 

(a) At any time by mutual agreement in writing between the Authority 

and Wayne. 

(b) Upon the termination of the Authority's Lease Agreement with 

Wayne or Fixed Base Operations Agreement with Wayne, both of even date herewith. 

(c) Failure by Wayne in performance of any of the terms, covenants and 

conditions of this Agreement or the failure of Wayne to remedy such failure to the Authority's 

satisfaction for a period of 30 days after receipt of written notice from the Authority to remedy 

the same. 

(d) Default by the Authority in performance of any of the terms, covenants 

and conditions of this Agreement or the failure of the Authority to remedy such default to 

Wayne's reasonable satisfaction for a period of 30 days after receipt of notice from Wayne to 

remedy the same. 

(e) Upon ten days written notice from Wayne to the Authority in the event 

that (i) this Agreement is subordinated to another Agreement in accordance with paragraph 10 

below and (ii) Wayne is not amenable to the terms to which it will be subordinate. 

This agreement shall be subject and subordinate to the provisions of any existing or 

future agreement between the Authority and the United States or any agency thereof relative to 

the operation and management of the Airport. 

9. SUBORDINATION. This Agreement is subordinate to the provisions of any and 

all existing and future agreements between GWAA and the United States of America relative to 

the operation, maintenance, or development of the Airport, the execution of which may be 

required as a condition precedent to the expenditure of funds for the development of the Airport, 

or any part thereof 

10. AMENDMENT. No modification, amendment, addition to, or termination of this 

Agreement, nor waiver of any of its provisions, shall be valid or enforceable unless in writing 

and signed by both parties hereto. 

11. BINDING AGREEMENT. This Agreement shall be binding on the parties hereto 

and their legal representatives, successors and permitted assigns. 

12. NOTICES. All notices under this Agreement shall be in writing and shall be 

served by personal service, or registered mail, return receipt requested. Notice by mail shall be 

addressed to each party at their address set forth on the signature page hereof. Either party shall 

send written notice to the other party as to a different address to which notices should be sent for 

that party. 

G :\Wp51 \DATA\DMA\Wayne County\Airport Management Agreement.wpd 3 
13. GOVERNING LAW. This Agreement shall be governed by the laws of the State 

of North Carolina, and any disputes hereunder resolved in the state courts in Wayne County, 

North Carolina. 

14. SEVERABILITY. If any clause or provision of this Agreement is found to be 

illegal, invalid or unenforceable under present or fiiture laws effective during the term of this 

Agreement, or is determined to be inconsistent with any of the GWAA's existing or fiiture grant 

agreements with the United States of America, it is the intention of the Parties that the remainder 

of this Agreement shall not be affected. It is also the intention of the Parties that each such 

clause or provision of this Agreement that is illegal, invalid, unenforceable, or inconsistent with 

grant agreements, be stricken from the Agreement and replaced with a clause or provision as 

similar in terms to such illegal, invalid, unenforceable, or inconsistent clause or provision as may 

be possible and may be legal, valid, enforceable, and consistent. 

IN WITNESS WHEREOF, the parties have executed this agreement the day and year 

first above written. 

GOLDSBORO WAYNE AIRPORT AUTHORITY 

ATTEST: 

C 

I Maxwell, III" 

Secretary 

ATTEST: 

WAYNE COUNTY 

BY: HRoland M. Gray, Chairman 

Board of Commissioners 

akrx{)u% O^dATr^ 

Uk£X& R. Wilson 

G:\Wp51\DATA\DMA\Wayne County\Airport Management Agreement.wpd 
Clerk to the Board 

G:\Wp51\DATA\DMA\Wayne County\Airport Management Agreement.wpd 
STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I, ^^^IP^JHS--^-^ l/J. x/t><-j^^f—- a Notary Public of the County and State aforesaid 

certify that James L. Maxwell, III pelrslinally appeared before me this day and acknowledged that 

he is the Secretary of the Goldsboro-Wayne Airport Authority, a body politic and corporate and 

that by authority duly given and as the act of the Goldsboro-Wayne Airport Authority, the 

foregoing instrument was signed in its name by its Chairman, Otto Keesling, sealed with its seal, 

and attested by himself as Secretary. 

WITNESS my hand and notarial seal, this the } ^ day of UuAc*^ , 2009. 

/ ^ ^ -•• 

:._. — ? = Notary 

My Commission Expires: \- ^ \ . ..•* ^- / 

^ •'•iiiiii.t' * 

STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I, H I CN^(^ n n Ij^CrAr s a Notary Public of the County and State aforesaid 

certify that Mkcia R. Wilson~personally appeared before me this day and acknowledged that she 

is the Clerk to the Board of the Commissioners of Wayne County, a body politic and corporate 

and that by authority duly given and as the act of Wayne County, the foregoing instrument was 

signed in its name by its Chairman, Roland M. Gray, sealed with its seal, and attested by herself 

as Clerk to the Board. 

WITNESS my hand and seal this \C^ day of (\vvf\vtVC ^ , 2009. 

n MV^ . U^c^CY\r^ 

NotariPublic 

My Commission Expires: 

G:\Wp51\DATA\DMA\Wayne County\Airport Management Agreement.wpd 
NORTH CAROLINA COPY 

FIXED BASE OPERATION AGREEMENT 

WAYNE COUNTY 

^ THIS FIXED BASE OPERATION AGREEMENT (the "Agreement") made as of the 

^^da y of August, 2009, by and between GOLDSBORO-WAYNE AIRPORT AUTHORITY, a 

body politic and corporate created by the General Assembly of the State of North Carolina (the 

"Authority") and Wayne County, a body politic ("Wayne"); 

WITNESSETH ; 

WHEREAS, the Authority now owns, confrols and operates the Goldsboro-Wayne 

Airport in Wayne County, North Carolina (the "Airport") and its Fixed Base Operations (the 

"FBO"); and 

WHEREAS, FBO services are essential to the proper accommodation of general and 

commercial aviation at the Airport; and 

WHEREAS, Authority desires to make such services available at the Airport and Wayne 

is willing to perform such FBO services, all in accordance with the following items, conditions 

and provisions; and 

WHEREAS, Wayne is contemporaneously entering into a Lease Agreement with the 

Authority (the "Lease") to lease certain of the real property upon which the Airport is located 

and the improvements thereon (the "Premises") in order for Wayne to be able to rightfully 

occupy the Premises and to provide the FBO services required under this Agreement. 

NOW, THEREFORE, for and in consideration of the mutual premises contained herein 

and other good and valuable consideration, the receipt and legal sufficiency of which is hereby 

acknowledged by the parties, the parties hereby agree as follows: 

1. FIXED BASE OPERATIONS. Wayne shall provide airport fixed base operations 

services to the Authority and the public as more particularly described herein. 

1.1 OFFICES. To maintain a general office located on the Premises for the 

general transaction of business during normal business hours. 

1.2 SALE OF AVIATION"GASOLINE. Wayne shall have the right to sell, 

and shall sell on the Premises, aviation gasoline and other aviation fuels, aviation motor oils and 

lubricants to locally based and transient aircraft which are owned and operated by private 

individuals, firms, corporations and by governmental authorities and all airlines, both scheduled 

and non-scheduled, Wayne shall provide adequate personnel on duty for such purpose from 8:00 

a.m. until 8:00 p.m., seven (7) days a week, except Thanksgiving Day and Christmas Day. 

Wayne has the discretion to change these hours of operation. 

G:\Wp51\DATA\DMA\Wayne CountyVFixed Base Operations Agreement.wpd 
1.3 RAMP SERVICE, Wayne shall have the right to contract with scheduled 

and non-scheduled airlines and with locally based and transient aircraft for ramp service, 

including but in no way limited to fiieling, lubricating, cleaning, parking and otherwise servicing 

airplanes after fueling, Wayne shall maintain a ramp service and tie down service with adequate 

personnel on duty to service local and transient airplanes. As compensation for such services, 

the Authority agrees that Wayne may collect and keep all fees for tie down and other services for 

which fees may be collected at the Airport. All compensation for such service shall remain the 

property of Wayne. 

1.4 HANGAR RENTAL SERVICE. Wayne will (a) maintain and provide T 

Hangars, Sheltered Hangars and Enclosed Hangars for rent for local aircraft. As compensation 

for such services, Wayne is entitled to keep all revenues generated through rental agreements. 

Any funds generated by the rental of the corporate hangars will be retained by Wayne. 

1.5 OTHER FBO SERVICES. Wayne shall have the right to conduct, and 

shall conduct on the Premises, any other and additional activities, which activities shall be 

requested or approved by the Authority, usually and customarily engaged in by a fixed base 

operator at an airport. 

1.6 OTHER AGREEMENTS AND/OR LEASES. The terms and conditions 

of this Agreement shall not prevent the Authority from executing agreements with the United 

States Army, United States Air Force, United States Navy or other Federal agencies pertaining to 

governmental flying in use of the Airport. 

1.7 OTHER RESTRICTIONS ON WAYNE. Wayne shall not enter into any 

transaction which would deprive the Authority of any of the rights and powers necessary to 

perform all covenants of the Authority's Grant Agreements or other legal obligations of 

Authority. 

2. TERM. The term of this Agreement shall commence at midnight on August 9,2009, 

and, unless it shall terminate sooner as herein provided, shall end on August 9, 2029 (the 

"Term"). 

3. LICENSES, FEES AND TAXES. Wayne agrees to pay all licenses, fees and taxes 

charged, assessed or levied against it by any governmental authority. The failure to pay any tax, 

license or fee, the validity of which shall be contested in good faith, shall not be interpreted as a 

yiolation of this covenant until s^ch contest shall have been abandoned, or resolved by the courts 

and the time for objection or appeal has expired. 

4. LIABILITY INSURANCE. Wayne agrees to procure and maintain in force insurance 

coverages as provided in paragraph 4.10 of the Lease Agreement. 

5. SCHEDULE OF FEES. Wayne shall provide the Authorit}' with a schedule of its 

fees for services by Wayne under paragraph 1 and any other charges made by Wayne. 

G:\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
6. INDEPENDENT CONTRACTOR, In conducting business hereunder, Wayne 

acts as an independent contractor and not as an agent of the Authority. The selection, retention, 

assignment, direction and payment of Wayne's employees shall be the sole responsibility of 

Wayne, and the Authority shall not attempt to exercise any control over the daily performance of 

duties by Wayne's employees. 

7. AGREEMENT FOR EQUAL SERVICE. Wayne agrees to fiarnish the services 

outlined in this Agreement on a fair, equal, and nondiscriminatory basis to all users thereof 

Wayne shall charge fair, reasonable and nondiscriminatory prices for each unit or service; 

provided that Wayne may be allowed to make reasonable discounts, rebates, or other similar 

types of price reduction to volume purchasers. 

8. RULES AND REGULATIONS. Wayne agrees to observe, obey and conform to 

all laws, ordinances, rules and regulations lawfully adopted for the general operation of the 

Airport and its facilities located there at, or for the conduct of the persons thereon, by any local, 

state or federal legal authority having jurisdiction thereof Wayne will post and keep posted all 

written rules and regulations adopted by the Authority and will bring to the attention of the 

Airport Manager any person who violates said rules and regulations. In the event said violator 

fails to reply or conform to said rules and regulations, then Wayne shall so notify the Authority 

of said violations. 

9. DAMAGE TO OR DESTRUCTION OF THE PREMISES. If any portion or all 

of the Premises shall be partially destroyed by fire or other casualty, the same shall be repaired 

by the Authority and any of Wayne's obligations hereunder that are rendered impractical for 

Wayne to perform shall abate until the same is fully repaired or rebuilt to the satisfaction of 

Wayne. 

10. TERMINATION. 

10,1 TERMINATION BY WAYNE, Wayne may cancel this Agreement before the 

end of the Term and thereby terminate all or any of its obligations hereunder at any time by 

giving written notice, to be served as hereinafter provided, upon or after the happening of any 

one of the following events: 

(a) The failure or refusal of the FAA or other governmental agency having 

jurisdiction at any time during the term of this Agreement to permit Wayne to operate as the 

FBO, 

(b) The issuance by a court of competent jurisdiction of any injunction in any 

way preventing or restraining the use of the Premises in the conduct of a fixed based operation, 

(c) The inability of Wayne to use the Premises for a period in excess of thirty 

(30) days because of the issuance of any order, rule, or regulation by the FAA, the CAB, or other 

competent Federal governmental authority. 

G:\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
(d) The default by the Authority in the performance of any covenant or 

agreement herein required to be performed by the Authority and the failure of the Authority to 

remedy such default for a period of thirty (30) days after the receipt from Wayne of written 

notice to remedy the same; provided, however, that no notice of cancellation as above provided, 

shall be of any force or effect if the Authority shall have remedied the default prior to receipt of 

Wayne's notice of cancellation. 

(e) The lawful assumption by the United States Government or any authorized 

agency thereof of the operation, control or use of the Premises and facilities, or any substantial 

part or parts thereof, in such a manner as substantially to restrict Wayne for a period of at least 

thirty (30) days from operating a fixed base operations business. 

(f) The permanent abandonment of the Airport as an air transportation facility. 

Wayne may exercise such right of termination by written notice delivered by 

registered mail to the Authority at any time after the lapse of the applicable periods of time and 

Agreement shall terminate as of that date. Rentals, fees and charges due hereunder shall be 

payable only to the date of termination. 

10.2 CANCELLATION BY THE AUTHORITY, Any of the following actions on the 

part of Wayne shall be a default under this Agreement and the Authority may, upon the 

happening of any one or more of them, cancel and terminate the Agreement without notice to 

Wayne and without forfeiture, waiver or release of the Authority's rights to any sum of money 

due or to become due under the provisions hereof; 

(a) The voluntary abandonment by Wayne of its conduct of a fixed base 

operations on the Premises for a period of three (3) consecutive days. 

(b) The failure to comply in the performance of any of the covenants and 

conditions required herein to be kept and performed by Wayne, and such default continues for a 

period of thirty (30) days after receipt of written notice from the Authority of said default. 

(c) The failure to provide all or any part of the services required in Section 1 of 

this Agreement for a period of thirty (30) days or the discontinuance of a commercial aviation 

operation. 

Failure of the Authority to declare this Agreement terminated upon the default of 

Wayne for-anyof-thcTeasons set out above shah not operate to bar the fight'of the Authority to 

declare this Agreement null and void by reason of any subsequent violation of the terms of this 

Agreement. 

11, WAIVER, No waiver of default by the Authority of any of the terms, covenants 

or conditions hereof to be performed, kept and observed by Wayne shall be construed to be a 

waiver of any subsequent default. The acceptance of rents, fees or charges or the performance of 

all or any part of this Agreement by the Authority for or during any period or periods after a 

G:\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 4 
default of any of the terms, covenants and conditions herein contained to be performed, kept and 

observed by Wayne, shall not be deemed a waiver of any right on the part of the Authority to 

cancel this Agreement for a subsequent breach thereof 

12. GOVERNMENTAL AGREEMENTS. The Authority hereby advises Wayne that 

the Authority represents that it intends, from time to time, to enter into agreements with the 

United States Government and its agencies and the State of North Carolina and its agencies in 

respect to the application for funds for improvements to be made on the Premises. This 

Agreement is expressly made subject to all of said agreements now existing or hereafter made, 

13. SUBJECT TO FEDERAL AVIATION REGULATIONS. If any clause or 

provision of this Agreement is found to be illegal, invalid or unenforceable under present or 

future laws effective during the term of this Agreement, or is determined to be inconsistent with 

any of the GWAA's existing or future grant agreements with the United States of America, it is 

the intention of the Parties that the remainder of this Agreement shall not be affected. It is also 

the intention of the Parties that each such clause or provision of this Agreement that is illegal, 

invalid, unenforceable, or inconsistent with grant agreements, be stricken from the Agreement 

and replaced with a clause or provision as similar in terms to such illegal, invalid, unenforceable, 

or inconsistent clause or provision as may be possible and may be legal, valid, enforceable, and 

consistent. 

14. NOTICES. All notices, consents and approvals required or authorized by this 

Agreement to be given by or on behalf of either party to the other shall be in writing and signed 

by a duly designated representative of the party by or on whose behalf they are given, and shall 

be deemed given when delivered to the party receiving the same, or at the time a registered 

letter, property addressed and postage prepaid, is deposited in any United States Post Office. 

Notices to the Authority shall be addressed to it and delivered to the Chairman of 

the Authority by registered mail, postage prepaid, at the address indicated on the signature page 

hereof or at such other place as the Authority may hereinafter designate by notice to Wayne in 

writing. Notices to Wayne shall be addressed to it and delivered to the Wayne County Manager 

by registered mail, postage prepaid, to the address indicated on the signature page hereof or at 

such other place as Wayne may hereafter designate by written notice to the Authority. 

16. CONDITIONAL NATURE OF AGREEMENTS. The parties acknowledge that 

they would not be entering into this Agreement unless they were able also to successfully 

riegotiatethe'Lease-Agreement and-further, agree Aat. this. Agreement a^ the Lease Agreement 

are expressly conditional upon each other. If one of these agreements is terminated as permitted 

in such agreement, then the other agreement shall be deemed to be automatically terminated at 

the same point in time and all parties' future obligations under such agreements shall cease at 

such time with the exception of any obligations in either agreement that are expressly intended to 

survive beyond the termination date. 

G:\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be 

executed by their duly authorized officers, in duplicate, as of the day and year first above 

written. 

GOLDSBORO-WAYNE AIRPORT AUTHORITY 

ATTEST: 

Otto Kptfsling, (3faidnan 

J___i===s=i= 

grETTvldAweHrfflSecretary 

WAYNE COUNTY 

ATTEST: 

ifey k^ 

Roland M. Gray, Chairman 

Board of Commissioners 

Marck R. Wilson 

Clerkto the Board 

G:\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I, ^L^j^J^S-^-^iu /AJ • y^fxApM-—> a Notary Public of the County and State aforesaid 

certify that James L. Maxwell, III persc^ly appeared before me this day and acknowledged that 

he is the Secretary of the Goldsboro-Wayne Airport Authority, a body politic and corporate and 

that by authority duly given and as the act of the Goldsboro-Wayne Airport Authority, the 

foregoing instrument was signed in its name by its Chairman, Otto Keesling, sealed with its seal, 

and attested by himself as Secretary. 

WITNESS my hand and notarial seal, this the J O day of 

-%^^ 

/ /^0'^Arrv \ I Notary Public 

MY Commission Expires: \-^' \ ^^ ^ / S 

STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I, A \^::^^^\^ X) V>>!^C^\l^ , a Notary Public of the County and State aforesaid 

certify that MaiW R. Wilswi personally^ppeared before me this day and acknowledged that she 

is the Clerk to the Board of the Commissioners of Wayne County, a body politic and corporate 

and that by authority duly given and as the act of Wayne County, the foregoing instrument was 

signed in its name by its Chairman, Roland M. Gray, sealed with its seal, and attested by herself 

as Clerk to the Board. 

WITNESS my hand and seal this \C^ day of vVvv;\kv^-V , 2009. 

NotaryWblic 

My Commission Expires: 

G:\'Wp5]\DATA\DMA\Wayne CountyVFixed Base Operations Agreement.wpd 
NORTH CAROLINA 

WAYNE COUNTY 

COPY LEASE AGREEMENT 

THIS LEASE AGREEMENT (the "Lease"), made as of the <5"^day of August, 2009, by 

and between GOLDSBORO-WAYNE AIRPORT AUTHORITY, a body politic and corporate 

created by the General Assembly of the State of North Carolina (the "Authority or "Lessor"), and 

Wayne County, a body politic ("Wayne" or "Lessee"); 

WITNESSETH ; 

WHEREAS, the Authorit)' now owns, controls and operates the Goldsboro-Wayne Airport 

(the "Airport") in Wayne County, North Carolina, and its Fixed Base Operations ("FBO"); and 

WHEREAS, fixed base operation services are essential to the proper accommodation of 

general and commercial aviation at the Airport; and 

WHEREAS, Authority desires to make such services available at the Airport and Wayne 

employees and consultants have experience in aviation matters and Wayne is willing to perform 

such FBO services, all in accordance with the terms and conditions of that certain FBO Operations 

Agreement of even date herewith by and between Wayne and the Authority (the "FBO Agreement"); 

and 

WHEREAS, it is necessary for Wayne to lease the Premises (defined below in paragraph 1,1) 

in order for Wayne to be able to perform its obligations under the FBO Agreement and Wayne is 

only leasing the Premises for the purpose of providing the FBO services as described in the FBO 

Agreement and its obligations hereunder are conditional upon the FBO Agreement's being in force; 

NOW, THEREFORE, for and in consideration of the rents agreed to be paid, the possession 

of the Premises and the mutual premises set forth herein, the parties hereto agree as follows: 

ARTICLE I 

1.1 LEASED PREMISES; PURPOSE. The lands and improvements herein leased are 

those designated on Exhibit "A", attached hereto and incorporated by reference, prepared by the 

LPA Group dated April 17, 2006, and titled Terminal Building and Exhibit "B" which shows the 

layout of all buildings at the airport, together with the right of irigress and egress and regress for 

pedestrians, vehicles and aircraft over the Preniises and any roads located on adj oining real property 

comprising the Airport or owned by the Authority. Lessee understands and agrees the Premises are 

leased for the purpose of conducting the business of the FBO (more particularly described in the 

FBO Agreement) and for no other purposes, upon the terms and conditions set out in this Lease and 

in accordance with the Goldsboro-Wayne Airport Authority Rules and Regulations (the "Local 

Rules and Regulations"). 

G:\Wp51\DATA\DMA\Wayne CountyWayne Premises Lease.wpd 
1.2 HANGAR FACILITIES. Wayne shall have the right to rent and lease all aircraft 

hangars on the Premises and otherwise located at the Airport to locally based and transient aircraft 

of all types. 

1.3 SIGNS. Wayne shall have the right to place signs in and around the Premises, 

including the Airport Terminal building, for the purpose of advertising Wayne's FBO business; 

however, the Authority reserves the right to approve such signs and the locations thereof, which 

approval shall not be unreasonably withheld. 

1.4 COMMON FACILITIES. Wayne shall have the non-exclusive right to use the public 

portion of the Airport, including the ramp, parking areas, taxiways, runways, telephone public 

address system and intercommunication system, if any, for aeronautical and related administrative 

purposes and for no other purposes, subject to the general rules of the Authority, the North Carolina 

Division of Aviation, a division of the North Carolina Department of Transportation (the "DOT") 

and the Federal Aviation Administration (the "FAA"). 

1.5 REMOVAL OF TRADE FIXTURES. Wayne shall have the right to remove, at or 

before the termination of this Lease any fixtures, machinery, or other equipment purchased and 

erected or obtained by Wayne, provided the same may be removed without damage to the Premises 

and that the Premises are restored to a condition as good as they were prior to such removal, 

ordinary wear and tear excepted. 

1.6 OTHER AGREEMENTS AND/OR LEASES. The terms and conditions of this 

Lease shall not prevent the Authority from executing agreements and/or leases with the United 

States Army, United States Air Force, United States Navy (or other Federal agencies pertaining to 

governmental aviation) for use of the Airport. 

1.7 RIGHTS OF FAA OR OTHER AGENCIES. It is agreed and understood by the 

parties hereto that during the term of this Lease or any renewal hereof, the FAA or any other Federal 

or State agency shall be permitted to enter the Premises and to make improvements to the Airport. 

1.8 APPROVAL OF AUTHORITY. Wayne must first obtain the written approval of the 

Authority before making any major alterations, additions or improvements to or on the Premises, 

1.9 OTHER RESTRICTIONS ON WAYNE. Wayne shall not enter into any transaction 

which would deprive the Authority of any of the rights and powers necessary to perform all 

covenants of the Authority's Grant Agreements or other legal obligations of Authority. To enable 

Wayne to comply with this paragraph, the Authority will advise Wayne of the nature of these rights, 

powers, covenants and obligations. 

1.10 ACCEPTANCE OF PREMISES. Wayne accepts the Premises in its "as is" 

condition. 

G:\Wp51\DATA\DMA\Wayne CountyWayne Premises Lease.wpd 
ARTICLE II 

TERM. The term of this Lease shall commence at midnight on August 9, 2009, and, 

unless it shall terminate sooner as herein provided, shall terminate on August 9, 2029. 

ARTICLE III 

3.1 MAINTENANCE. Wayne shall maintain the improvements on the Premises in good 

repair and in a neat and orderly condition during the term hereof and shall perform and pay for all 

minor repairs (i.e., repairs costing $200.00 or less) to the Premises. In the event of Wayne's failure 

so to do, the Authority may perform such maintenance or repairs, and the cost thereof, together with 

simple interest at the rate of two percentage points above the current prime interest rate from the 

date paid by the Authority, shall be collectible as additional rent. Wayne shall not use the Premises 

in any manner which will increase the risk of fire over and above the risk which is normal for the 

contemplated use of the Premises, and at the termination of Wayne's occupancy of said Premises, 

Wayne shall return the Premises to the Authority in good order, ordinary wear and tear or damage 

by fire or other casualty, not due to Wayne's fault or to the neglect of Wayne's sublessees, tenants, 

customers, agents, suppliers or employees excepted. 

3.2 TANK AND PUMP MAINTENANCE. The Authority is the owner of certain tanks, 

lines and pumps which are located below the ground on the Premises and their maintenance and 

upkeep are the sole responsibility of the Authority. Any pumps located on the Premises above 

ground and any trucks or other vehicles used for the purpose of loading or unloading aviation fuel 

are the sole responsibility of Wayne or its suppliers. 

3.3 ROADS, RAMPS, TAXIWAYS, RUNWAYS. The Authority agrees to maintain that 

portion of the Premises not leased to Wayne, including, ramps, taxiways, runways and roads in good 

repair for the use by Wayne in common with the public generally. 

3.4 TIE DOWN AREAS. Wayne agrees to maintain the tie down areas to be in use on 

the Premises. Any additional tie down areas designated by the Authority for use by Wayne (and 

accepted by Wayne as useable) shall be maintained by Wayne. 

3.5 HANGAR MAINTENANCE. Lessee agrees to maintain the eight sheltered hangars 

and the twenty enclosed hangars in a state of good repair and Wayne shall perform and pay for all 

minor repairs to such hangars (i.e., repairs costing $200.00 or less). 

3.6 EXCLUDED MAINTENANCE PERFORMED BY AUTHORITY. Maintenance, 

as used in this Article, shall not include cleaning and policing of any part of the Airport that is not 

a part of the Premises and the responsibility thereof shall remain with the Authority. 

3.7 COMMON AREAS. Wayne recognizes that other Fixed Base Operators or lessees 

may occupy other portions of the Airport and that these parties will have the right to use the ramps 

and driveways serving their areas. Wayne agrees that it will so conduct its operations as not to 

unreasonably interfere with or disturb their quiet enjoyment of these areas. 

G :\Wp51 \DATA\DMA\Wayne County\Wayne Premises Lease.wpd 3 
3.8 FIRE INSURANCE TO BE CARRIED BY AUTHORITY. The Authority shall 

maintain in force at all times during the term of this Agreement, its own expense, fire and extended 

coverage insurance (including plate glass coverage) in an amount equal to eighty (80%) per cent of 

the actual value of the improvements on the Premises. If the improvements are damaged in whole 

or in part by fire or other casualty, the Authority shall, at its own expense, promptly repair or replace 

the damaged improvements and, during the period required for such repair or replacement, the Rent 

shall be abated proportionate to the extent of damage. 

3.9 FIRE INSURANCE TO BE CARRIED BY WAYNE. Wayne shall be responsible 

for purchasing and maintaining insurance coverage on any personal property on the Premises. 

3.10 LIABILITY INSURANCE. Wayne agrees to procure and maintain in force insurance 

coverage providing for the payment of any judgment against the Authority and/or any of its 

members and/or the sponsoring governmental units of the Goldsboro-Wayne Airport Authority 

arising out of any activities of Wayne on the Premises or at the Airport in the sums of: 

Airport Liability: 

Bodily Injury - $100,000.00 per person; $1,000,000.00 each occurrence 

Property damage - $1,000,000.00 per occurrence 

Hangarkeepers: 

$100,000,00 per aircraft; $100,000.00 per occurrence 

Umbrella Coverage: - $1,000,000.00 

All such insurance is subject to the following provisions: 

(a) Copy of insurance certificate or declaration must be deposited with the Authority. 

(b) Each policy shall contain a provision requiring the insurance carrier to give the 

Authority thirty (30) days prior written notice of any cancellation such insurance, or any reduction 

in coverage, or any other major change in the insurance coverage. 

(c) In order to provide indemnification from liability created by acts of Wayne, it is 

agreed that the policies or certificates of liability insurance shall name the Authority, its officers, 

agents and its employees as additional insureds. 

It is mutually agreed that the amount of the insurance coverage required above shall be reviewed 

and may be adjusted annually during the term of this Lease. The amount of the coverage shall be 

adjusted upward in accord with the upward movement of Consumer Price Index (C.P.I.) and may 

be adjusted downward if Wayne so desires to accord with the downward movement of the C.P.I. 

G:\Wp51\DATA\DMA\Wayne County\Wayne Premises Lease.wpd 4 
The movement of C.P.I, shall be determined by comparing the index each December with the index 

for the preceding December. 

ARTICLE IV 

Wayne covenants and agrees to render and perform certain services as required by and set 

forth in the FBO Agreement for the benefit of the public at the Premises and to maintain the 

standards of performance of and to meet all other requirements of the FAA and other applicable 

regulatory agencies. The FBO Agreement sets forth the details of the services to be provided. 

ARTICLE V 

Wayne does hereby covenant and agree with the Authority that it will: 

5.1 USE OF PREMISES. Use and occupy the Premises together with the improvements 

situate thereon in a careful and proper maimer. 

5.2 ENVIRONMENTAL CONSIDERATION. Not commit any waste to the Premises 

or violate any Federal, State or local environmental law, particularly as it relates to the purchase, 

distribution or dispensing of any gasoline, lubricant or other petroleum products and insure make 

reasonable efforts to insure that other persons using the Premises shall comply with said laws. 

5.3 GOVERNMENTAL REGULATIONS. Not use or occupy the Premises for any 

imlawful purpose, and will conform to and obey all present and future laws and ordinances, and all 

rules, regulations and requirements of all governmental authorities or agencies in reference to the 

use and occupancy of the Premises. 

5.4 ALTERATIONS. Make no alterations or additions in or to the Premises without the 

written consent of the Authority. 

5.5 RELEASE. Notwithstanding other or inconsistent provisions of this Agreement, the 

Authority shall not be liable for, (except in the case of the Authority's gross negligence or willful 

misconduct) and is hereby released from, all liability to Wayne, to Wayne's insurance carrier, or to 

anyone claiming under or through Wayne, for any loss or damage whatsoever to the property or 

effects of Wayne resulting from fire, or from the discharge of water or other substance from pipes, 

sprinklers, conduits, containers, or fixtures thereto, or from any damage resulting from the discharge 

of electric current, regardless of cause or origin. 

ARTICLE VI 

6.1 RULES AND REGULATIONS. Wayne agrees to observe, obey and conform to all 

laws, ordinances, rules and regulations lawfully adopted for the general operation of the Airport and 

its facilities located there at, or for the conduct of the persons thereon, by any local, state or federal 

legal authority having jurisdiction thereof Wayne will post and keep posted all written rules and 

regulations adopted by the Authority and will bring to the attention of the Airport Manager any 

G :\Wp51 \DATA\DMA\Wayne CountyWVayne Premises Lease.wpd 5 
person who violates said rules and regulations. In the event said violator fails to reply or conform 

to said rules and regulations, then Wayne shall so notify the Authority of said violations. 

ARTICLE VII 

7.1 WAYNE'S RESPONSIBILITY. Wayne agrees to pay all electric service charges 

metered in its name for the Terminal Building and for all elecfric current used by it in its business. 

In the event Wayne fails to pay any utility bills when due, the Authority may, at its option and after 

giving Wayne 30 days written notice and opportunity to cure, pay the same, and collect the amounts 

from Wayne as additional rent, said additional rent to include interest at the rate of two percentage 

points above the current prime interest rate per annum from the date paid by the Authority, It is 

agreed that Wayne may, at its own expense and subject to prior written approval of the plans by the 

Authority, install heating devices, sprinkler systems, etc, as it deems necessary. Wayne further 

agrees to pay all utility services for heat, water or air conditioning in the entire terminal building, 

whether in the name of the Authority or Wayne, and Wayne shall pay said bill directly to the utility 

company, 

7.2 TELEPHONE, Wayne agrees to pay the base telephone bill for one telephone in the 

Administration Building located on the Premises, Wayne shall pay for all telephone service billed 

to Wayne or in its name and for all long distance calls charged to Wayne's telephone, 

7.3 JANITORIAL SERVICE, Wayne agrees to maintain the terminal building in a neat 

and clean manner, including the public area, walkway and entrances in and around the terminal 

building either directly or through services of a janitorial service, 

7.4 PEST CONTROL, Wayne agrees to maintain and provide pest control service to the 

terminal building and to pay for the cost thereof 

ARTICLE VIII 

ASSIGNMENTS AND SUBLEASES, Wayne agrees not to assign or sublet in whole 

or in part without the prior written consent of the Authority, which consent shall not be unreasonably 

withheld. The Authority reserves the right to charge any such assignee or Sublessee for the privilege 

of doing business at the Airport. All subleases shall be subject to all the terms of this Agreement 

unless otherwise agreed in writing by both parties. 

ARTICLE IX 

9.1 PARTIAL DAMAGE. If any portion of the Premises shall be partially destroyed by 

fire or other casualty, the same shall be repaired by the Authority and a proportionate part of the 

rent, based on the proportionate square footage rendered unfit for use by Wayne, shall abate until 

the same is fully repaired or rebuilt to the satisfaction of Wayne. 

9.2 COMPLETE DESTRUCTION. If any building on the Premises shall be completely 

destroyed by fire or other casualty, the Authority may, at its option: 

G:\Wp5 l\DATA\DMA\Wayne CountyWayne Premises Lease.wpd 6 
(a) Provide temporary space on the Premises or other Airport property for a 

period not exceeding ten months, at an agreed upon rental rates, and replace the destroyed building 

with one of substantially the same size and character; or 

(b) Rebuild such building with at least one of substantially similar size and 

character, in which latter case a proportionate part of the Rent shall abate until the said destroyed 

building is rebuilt and certified ready for occupancy by Wayne and by the architect supervising the 

construction of it. 

ARTICLE X 

10.1 TERMINATION. This Agreement shall terminate at the end of the full term and 

Wayne shall have no further right or interest in any of the lands or improvements leased, except as 

provided in Article XI. 

10.2 CANCELLATION BY WAYNE. Wayne may cancel this Agreement and terminate 

all or any of its obligations hereunder at any time that Wayne is not in default in the payment of any 

rentals, fees or charges to the Authority hereunder by giving written notice, to be served as 

hereinafter provided, upon or after the happening of any one of the following events; 

(a) The issuance by a court of competent jurisdiction of any injunction in any way 

preventing or restraining the use of the Premises in the conduct of a fixed based operation. 

(b) The inability of Wayne to use the Premises for a period in excess of thirty 

(30) days because of the issuance of any order, rule, or regulation by the FAA, the CAB, or other 

competent Federal governmental authority. 

(c) The default by the Authority in the performance of any covenant or agreement 

herein required to be performed by the Authority and the failure of the Authority to remedy such 

default for a period of thirty (30) days after the receipt from Wayne of written notice to remedy the 

same; provided, however, that no notice of cancellation as above provided, shall be of any force or 

effect if the Authority shall have remedied the default prior to receipt of Wayne's notice of 

cancellation. 

(d) The lawful assumption by the United States Government or any authorized 

agency thereof of the operation, control or use of the Premises and facilities, or any substantial part 

or parts thereof, in such a manner as substantially to. resttict Wayne for a period of at least 

thirty (30) days from operating a fixed base operations business. 

(e) The permanent abandonment of the Airport as an air transportation facility. 

(f) Wayne may elect, for whatever reason, to cease all fixed base operation. 

Wayne may exercise such right of termination by written notice delivered by 

registered mail to the Authority after sixty (60) days at any time after the lapse of the applicable 

G :\Wp51 \DATA\DMAWayne CountyWayne Premises Lease.wpd 7 
periods of time and Agreement shall terminate as of that date. Rental due hereunder shall be payable 

only to the date of termination. 

10.3 CANCELLATION BY THE AUTHORITY. Any of the following actions on the part 

of Wayne shall be a default imder this Agreement and the Authority may, upon the happening of any 

one or more of them, cancel and terminate the Agreement without notice to Wayne and without 

forfeiture, waiver or release of the Authority's rights to any sum of money due or to become due 

under the provisions hereof; 

(a) The voluntary abandonment by Wayne of its conduct of a fixed base 

operations on the Premises for a period of three (3) consecutive days. 

(b) The failure to comply in the performance of any of the covenants and 

conditions required herein to be kept and performed by Wayne, and such default continues for a 

period of thirty (30) days after receipt of written notice from the Authority of said default. 

(c) The failure to provide all or any part of the services required in the FBO 

Agreement for a period of thirty (30) days or the discontinuance of a commercial aviation operation. 

In any of these events, the Authority may take immediate possession of the leased 

premises and remove Wayne's effects and property, forcibly if necessary. Upon said entry this 

Agreement shall terminate. 

10.4 WAIVER. No waiver of defauh by the Authority of any of the terms, covenants or 

conditions hereof to be performed, kept and observed by Wayne shall be construed to be a waiver 

of any subsequent default. The acceptance of Rent or the performance of all or any part of this 

Agreement by the Authority for or during any period or periods after a default of any of the terms, 

covenants and conditions herein contained to be performed, kept and observed by Wayne, shall not 

be deemed a waiver of any right on the part of the Authority to cancel this Agreement for a 

subsequent breach thereof 

ARTICLE XI 

SURRENDER OF POSSESSION. Upon expiration or other termination of this 

Agreement, Wayne's right to use the Premises, rights and facilities herein granted shall cease. 

Wayne shall, upon such expiration, promptly and in good condition, ordinary wear and tear 

excepted, surrender the Premises to the Authority with the exception of any and all equipment, 

fixtures and furnishings used and belonging toWayne which may be removed, provided, however, 

Wayne shall restore the Premises to as good a condition as they were prior to the removal. With the 

consent of the Authority, Wayne may have thirty (30) days after termination in which to remove its 

equipment, fixtures and furnishings and other improvements. If Wayne fails to remove said 

property, it may be removed by the Authority at Wayne's expense or at its option the Authority may 

take title to said improvements in lieu of the removal thereof 

ARTICLE XII 

G:\Wp5 ]\DATA\DMA\Wayne CountyWVayne Premises Lease.wpd 8 
INSPECTION BY AUTHORITY. The Authority may enter upon the Premises 

hereby leased to Wayne hereunder at reasonable times for any purpose necessary, incidental to or 

connected with the performance of its obligation hereunder, or for the purpose of inspection or 

performing maintenance on its property or any part thereof 

ARTICLE XIII 

13.1 GOVERNMENTAL AGREEMENTS, The Authority hereby represents to Wayne 

that the Authority intends, from time to time, to enter into agreements with the United States 

government and its agencies and the State of North Carolina and its agencies in respect to the 

application for funds for improvements to be made on the Premises. This Agreement is expressly 

made subject to all of said agreements now existing or hereafter made. 

13.2 SUBJECT TO AVIATION REGULATIONS. If any clause or provision of this 

Agreement is found to be illegal, invalid or unenforceable under present or fiiture laws effective 

during the term of this Agreement, or is determined to be inconsistent with any of the GWAA's 

existing or future grant agreements with the United States of America, it is the intention of the 

Parties that the remainder of this Agreement shall not be affected. It is also the intention of the 

Parties that each such clause or provision of this Agreement that is illegal, invalid, unenforceable, 

or inconsistent with grant agreements, be stricken from the Agreement and replaced with a clause 

or provision as similar in terms to such illegal, invalid, unenforceable, or inconsistent clause or 

provision as may be possible and may be legal, valid, enforceable, and consistent. 

ARTICLE XIV 

14.1 NOTICE OF TERMINATION. If either the Authority or Wayne determines that h 

does not intend to negotiate an extension of this Agreement, then and in that event either party shall 

give the other written notice on or before February 9, 2029, provided however that this notice 

requirement shall not preclude termination of this Agreement as provided for in Article X. 

14.2 NOTICES. All notices, consents and approvals required or authorized by this 

Agreement to be given by or on behalf of either party to the other shall be in writing and signed by 

a duly designated representative of the party by or on whose behalf they are given, and shall be 

deemed given when delivered to the party receiving the same, or at the time a registered letter, 

property addressed and postage prepaid, is deposited in any United States Post Office. 

Notices to the Authority shall be addressed to it and delivered to the Chairman of the 

Authorit}' by registered mail, postage prepaid, or at such other place as the Authority may 

hereinafter designate by notice to Wayne in writing. Notice to Wayne shall be addressed to it and 

delivered by registered mail, postage prepaid, to the address shown beneath Wayne's signature 

below. 

14.3 AGREEMENT AGAINST DISCRIMINATION. Wayne, in the operation and use 

of the Premises, covenants and agrees that it will not discriminate on the grounds of race, color, 

G:\Wp5 ]\DATA\DMA\Wayne CountyWVayne Premises Lease.wpd 9 
creed, religion, age, sex, or national origin or permit discrimination against any person or group of 

persons in any maimer prohibited by Part 15 of the Federal Aviation Regulations. Wayne hereby 

grants to the Authority the right to take such action after thirty (30) days written notice, as the 

United States Government may direct, to enforce the above nondiscrimination covenant, Wayne 

agrees to post in conspicuous places, on the premises, available to employees and applicants for 

employment, notices setting forth the provision of this nondiscrimination clause. 

14.4 CONDITIONAL NATURE OF AGREEMENTS, The parties acknowledge that they 

would not be entering into this Agreement unless they were able also to successfully negotiate the 

FBO Agreement and further agree that this Agreement and the FBO Agreement are expressly 

conditional upon each other. If one of these agreements is terminated as permitted in such 

agreement, then the other agreement shall be deemed to be automatically terminated at the same 

point in time and all parties' future obligations under such agreements shall cease at such time with 

the exception of any obligations in either agreement that are expressly intended to survive beyond 

the termination date. 

14.5 SUBORDINATION. This Agreement is subordinate to the provisions of any and all existing 

and future agreements between GWAA and the United States of America relative to the operation, 

maintenance, or development of the Airport, the execution of which may be required as a condition 

precedent to the expenditure of funds for the development of the Airport, or any part thereof 

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be 

executed by their duly authorized officers, in duplicate, as of the day and year first above written. 

GOLDSBORO-WAYNE AIRPORT AUTHORITY 

ATTEST: 

Secretary 

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WAYNE COUNTY 

Bv: X'^^fP f / A 

Roland M. Gray jray, Chairman 

Board of Commissioners 

ATTEST: 

Mafoj 

f\ArirLii-J\^MHr^ 

MaWa R. Wilson 

Clerk to the Board 

STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I,. 

, a Notary Public of the County and State aforesaid 

certify that James L. Maxwell, III persdnqily appeared before me this day and acknowledged that 

he is the Secretary of the Goldsboro-Wayne Airport Authority, a body politic and corporate and that 

by authority duly given and as the act of the Goldsboro-Wayne Airport Authority, the foregoing 

instrument was signed in its name by its Chairman, Otto Keesling, sealed with its seal, and attested 

by himself as Secretary. 

If 

WITNESS my hand and notarial seal, this the f b day of .009. 

- / nTARy \ i Notary Public 

: •* ^ -- S = 

MY Commission Expires: \ "\ P y B V^ / ^"c 

G:\Wp51\DATA\DMA\Wayne County\Wayne Premises Lease.wpd 1] 
STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I, I \c>\ ^ V ?^ . \ >\of\f\ ^^ a Notary Public of the County and State aforesaid 

certify that I\^cia R. Wilson personally appeared before me this day and acknowledged that she 

is the Clerk to the Board of the Commissioners of Wayne Count)', a body polific and corporate and 

that by authority duly given and as the act of Wayne County, the foregoing instrument was signed 

in its name by its Chairman, Roland M. Gray, sealed with its seal, and attested by herself as Clerk 

to the Board. 

WITNESS my hand and seal this \C> day of Qvvtvivr^X , 20O9. 

Nota 

My Commission Expires: 

Nlota^J^ublic 

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