HomeMy WebLinkAboutResolution - 2010-R0625 - Contract 9336 Med Trans Coporation, Aero Care For Hangar And Ground Lease - 12/15/2010Resolution No. 2010-RO625
December 15, 2010
Item No. 5.38
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to
execute for and on behalf of the City of Lubbock, a Lease Agreement for a hangar and
ground area by and between the City of Lubbock and Med Trans Corporation d/b/a
Aerocare, and related documents. Said Lease Agreement is attached hereto and
incorporated in this resolution as if fully set forth herein and shall be included in the
minutes of the City Council.
Passed by the City Council on _
December 15, 2010
TOM MARTIN, MAYOR
ATTEST:
Rebe ca Garza, City Secretary
APPROVED AS TO CONTENT:
J s Loomis, Director o viation
APPROVE AS TO FORM:
Chad Weaver, Assistant City Attorney
vwxcdocs/RES.Lease Agreement-Aerocare
November 22, 2010
Resolution No. 2010-RO625
STATE OF TEXAS §
COUNTY OF LUBBOCK §
LEASE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
THIS LEASE AGREEMENT, hereinafter referred to as the "Agreement" or "Lease," is entered
into by the CITY OF LUBBOCK (referred to herein as "Lessor"), a Home Rule Municipality of
Lubbock County, Texas, and MED TRANS CORPORATION d/b/a AEROCARE, (referred to herein
as "Lessee").
WITNESSETH
WHEREAS, Lessor owns, controls and operates the Lubbock Preston Smith International
Airport (referred to herein as "Airport"), which includes, among other lands, the Leased Premises, as
described below, situated at 6006 N. Cedar Avenue, Lubbock, Lubbock County, Texas, and has the
authority to grant certain rights and privileges with respect thereto, including those hereinafter set forth;
and
WHEREAS, Lessor deems it advantageous to itself and to its operation of the Airport to lease
unto Lessee the hangar and ground area described herein, together with certain privileges, rights, uses
and interests therein, as hereinafter set forth; and
WHEREAS, Lessor owns the aircraft hangar, approximately 33,150 square feet in size located
on the Leased Premises, as defined below; and
WHEREAS, the City Council of the City of Lubbock finds that execution of this Lease will
properly serve the public interest of the citizens of the City of Lubbock.
NOW THEREFORE, for and in consideration of the mutual promises, covenants, terms and
conditions, both general and special, as hereinafter set forth, Lessor hereby grants to Lessee the rights
and privileges hereinafter described; Lessee agrees to accept the duties, responsibilities and obligations
as hereinafter set forth; and the parties hereto, for themselves, their successors and assigns, agree as
follows:
ARTICLE ONE
DEMISE OF LEASED PREMISES
1.01 LEASED PREMISES
For and in consideration of the terms, conditions and covenants of this Lease to be
performed by Lessee, all of which Lessee accepts, Lessor does hereby lease unto Lessee
certain property located on the Airport, more particularly described in Exhibit "A" which
is attached to this Lease, and is incorporated into and made a part of this Lease for all
purposes (collectively referred to as "Premises" or "Leased Premises" in this Agreement).
Description of Leased Premises:
Hangar: 33,150 square feet
Land: 76,927 square feet
1.02 PURPOSE AND PRIVILEGES
The Lessee is entitled to use the Leased Premises for those activities set out in Section 1,
Fixed Base Operator, I. Multiple Services of the Minimum Standards for Aeronautical
Activities, 1991; as may be amended from time to time. Lessee has the right and
privilege to control activity on its Leased Premises subject to applicable federal, state and
local rules and regulations.
1.03 USE OF AIRPORT
During the term of this Lease, Lessee and its tenants shall have free use of, in common
with others at the Airport, all runways, taxiways, public ramps and public parking areas
available at the Airport, and the right of ingress to and egress from the above described
Premises, which right shall extend to Lessee's employees, guests, invitees, tenants and
patrons.
If, during the term of this Agreement, the use of the Airport by Lessee is temporarily
suspended, restricted or interfered with for a period of thirty (30) days or more for
reasons beyond the practical control of the Lessor, in such manner so as to substantially
affect the use of the Leased Premises or operation of aircraft by Lessee or its tenants, all
fees during such period shall abate and the term of the Agreement shall, at the election of
Lessee, be extended for an equivalent period of time.
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1.04 PUBLIC BENEFIT
Lessee agrees to operate the Leased Premises for the use and benefit of the public and
further agrees:
A. To use reasonable efforts to furnish good, prompt and efficient services adequate
to meet all the demands for its services at the Airport;
B. To furnish said services on a fair, equal and not unjustly discriminatory basis to
all users thereof; and
C. To charge fair, reasonable and nondiscriminatory prices for each unit of sale or
service, provided that the Lessee may make reasonable nondiscriminatory
discounts, rebates or other similar types of price reductions for volume purchases.
ARTICLE TWO
TERM
2.01 TERM
The initial term of this Agreement shall be for a period of ten (10) years and shall begin
on January 1, 2011, and terminate on December 31, 2021.
Lessee shall have the option to extend this Agreement for two (2) additional five (5) year
periods. Such option must be in writing thirty (30) days prior to expiration date of
original term or expiration of first five (5) year option whichever applies; provided,
however, that if Lessee fails to exercise such option strictly in accordance with the
foregoing provision but exercises it prior to Lessor's location of a subsequent tenant for
the Premises, Lessee shall be entitled to exercise such option.
2.02 HOLDING OVER
In the event Lessee remains in possession of the Leased Premises after the expiration of
this Agreement or any extension thereof, without any written renewal or extension of the
Agreement, such holding over shall not be deemed as a renewal or extension of this
Lease, and may be terminated at any time by the Lessor's Director of Aviation.
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ARTICLE THREE
RENTAL AND FEES
3.01 RENTALS
In consideration of the rights and privileges herein granted, Lessee shall pay to the Lessor
the following rentals and fees:
A. HANGAR RENTAL
Hangar rental for 33,150 square feet of Leased Premises at the rate of $1.35 per
square foot per year. Annual rental will be FOURTY-FOUR THOUSAND
SEVEN HUNDRED FIFTY-TWO AND 50/100 DOLLARS ($44,752.50) which
shall be due and payable, in (12) equal monthly installments of THREE
THOUSAND SEVEN HUNDRED TWENTY-NINE AND 37/100 DOLLARS
($3,729.37).
B. GROUND RENTAL
Land rental for 76,927 square feet of Leased Premises at the rate of $.1575 per
square foot per year. Annual rental will be TWELVE THOUSAND ONE
HUNDRED SIXTEEN AND NO/100 DOLLARS ($12,116.00) which shall be
due and payable, in (12) equal monthly installments of ONE THOUSAND NINE
AND 67/100 DOLLARS ($1,009.67).
C. CONSUMER PRICE INDEX
The parties hereto mutually agree that during the initial term of this Agreement,
and during any renewal period, except as otherwise might be set out in this
Agreement, the rental rates will be adjusted upward or downward for each
ensuing calendar year beginning January 1, 2011, in direct proportion to the
fluctuation in the U.S. Department of Labor, Bureau of Labor Statistics Consumer
Price Index (CPI) for All Urban Consumers. Any adjustment to the rental rates
resulting from changes in the CPI shall be determined by calculating the increase
or decrease in the CPI for the preceding twelve (12) months.
D. FUEL FLOWAGE
A fuel flowage fee of four cents ($.04) per gallon for each gallon of aviation fuel
delivered to Lessee or its agents for Lessee's own consumption or re -sale at
Lubbock International Airport, excluding that sold or delivered by Lessee to a
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regularly certified airline under contract with Lessor as a part of the pecuniary
consideration herefor and except flowage fees paid by the supplier on behalf of
Lessee. The aforesaid flowage fees, if not paid by the supplier, shall be due on
the twentieth (20th) day of each month succeeding that in which the aircraft fuels
and lubricants are received by Lessee. It is understood and agreed that the total
gallons of fuel delivered to or purchased by Lessee, other than gasoline delivered
to regularly scheduled airlines operating under a contract or lease with Lessor,
may be reduced by an amount not to exceed two percent (2%) in computing
charges as a maximum loss allowance from any and all causes.
E. SECURITY BADGES
In addition to the above rental and fees, Lessee shall pay the Lessor a processing
fee for security badges for each of Lessee's employees on the Leased Premises.
Lessor's Aviation Director shall determine the time of payment and the amount of
the processing fee, each of which shall be reasonable and uniform for all similarly
situated tenants at the Airport.
F. SECURITY DEPOSIT
Upon execution of this lease, Lessee will pay FIFTEEN THOUSAND AND
NO/100 DOLLARS ($15,000.00) to Lessor as a security deposit. Lessor may
apply the security deposit to any amounts owed by Lessee under this lease. If
Lessor applies any part of the security deposit during any time this lease is in
effect to amounts owed by Lessee, Lessee must, within 10 days after receipt of
notice from Lessor, restore the security deposit to the amount stated. Within 60
days after Lessee surrenders the leased premises and provides Lessor written
notice of Lessee's forwarding address, Lessor will refund the security deposit less
any amounts applied toward amounts owed by Lessee or other charges authorized
by this lease.
3.02 PAYMENTS
All payments are due and payable on or before the 201h day of each month ("Due Date")
this Agreement is in effect and shall be made to the Lessor at the Office of the Director of
Aviation, Lubbock Preston Smith International Airport, 5401 N. MLK Blvd., Unit 389,
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Lubbock, Texas 79403. Lessee shall pay Lessor a late charge of five percent (5%) of the
total amount of rentals payable if payment of such rentals is not made when due.
3.03 DEFAULT FOR FAILURE TO PAY RENTALS OR FEES
If Lessee fails to pay any rent due and owing to Lessor hereunder within fifteen (15) days
after the Due Date, the Lessor's Director of Aviation shall provide written notice to the
Lessee. Thereafter, if the rent remains unpaid for more than fifteen (15) days after such
notice is received, Lessor may exercise its rights under Article Seven of this Agreement.
ARTICLE FOUR
RIGHTS RESERVED TO LESSOR
4.01 SAFETY
Lessor reserves the right to take any action it considers necessary to protect the aerial
approaches of the Airport against obstruction, together with the right to prevent Lessee
from constructing or permitting construction of any building or other structure on or off
the Leased Premises which, in the opinion of Lessor, would limit the usefulness of the
Airport or constitute a hazard to aircraft.
4.02 MAINTENANCE OF PUBLIC AREA
Lessor reserves the right, but shall not be obligated to Lessee, to maintain and keep in
repair the landing area of the Airport and all publicly -owned facilities of the Airport.
Lessee will perform no maintenance activities outside the Leased Premises without the
consent of the Aviation Director.
4.03 STANDARDS
Lessor reserves the right to establish reasonable standards for the construction and
maintenance of and alterations, repairs, additions or improvements of Lessee's facilities.
This includes structural design, color, materials used, landscaping and maintenance of
Lessee's facilities and Leased Premises. Subject to Lessee's Duty to Repair (5.02),
Lessor will not require Lessee to reconstitute or alter an existing improvement that has
been constructed and maintained in good condition under a prior design standard.
4.04 TIME OF EMERGENCY
During time of war or national emergency, the Lessor shall have the right to lease the
landing area and any other portion of the Airport to the United States for governmental
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use and, if any such lease is executed, the provisions of this instrument and any
associated rentals and fees, insofar as they are inconsistent with the provisions of the
lease to the United States, shall be suspended.
4.05 DEVELOPMENT OF AIRPORT
Lessee agrees that Lessor has the right to further develop or improve the Airport as
Lessor sees fit, regardless of the desires or views of the Lessee, and without interference
or hindrance therefrom.
4.06 SPONSOR'S ASSURANCE SUBORDINATION
This Lease shall be subordinate to the provisions of any existing or future agreement
between the Lessor and the United States concerning the operation or maintenance of the
Airport, the execution of which has been or may be required as a condition precedent to
the expenditure of federal funds for the development of the Airport. Should the effect of
such agreement with the United States be to take any of the property under this Lease or
otherwise diminish the commercial value of this Lease, the Lessor shall not be held liable
therefore.
The Lessor covenants and agrees that it will during the term of this Agreement operate
and maintain the Airport as a public facility consistent with and pursuant to the
assurances given by the Lessor to the United States Government under federal law.
ARTICLE FIVE
RIGHTS RESERVED TO LESSEE
5.01 WAGES
To the extent that it is applicable, Lessee shall comply with Ch. 2258, Tex. Govt. Code.
5.02 LESSEE'S DUTY TO REPAIR
Except as provided herein, any property of Lessor, or for which Lessor may be
responsible, which is damaged or destroyed incident to the exercise of the rights or
privileges herein granted, or which damage or destruction is occasioned by the
negligence of Lessee, its employees, agents, servants, patrons or invitees, shall be
promptly and properly repaired or replaced by Lessee to the reasonable satisfaction of the
Lessor's Director of Aviation, or in lieu of such repair or replacement, Lessee shall, if so
required by the Director of Aviation, pay Lessor money in any amount reasonable to
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compensate the Lessor for the loss sustained or expense incurred by Lessor as a result of
the loss of, damage to, or destruction of such property.
5.03 PARKING
Lessee shall, if additional parking is desired, at its sole cost and expense, provide such
additional parking areas for use by its customers, employees, patrons, guests and invitees.
5.04 WARRANTY OF NO SOLICITATION
Lessee warrants that it has not employed any person employed by Lessor to solicit or
secure this Agreement upon any agreement for a commission, percentage, brokerage or
contingent fee.
ARTICLE SIX
GENERAL CONDITIONS
6.01 RULES AND REGULATIONS
Lessor reserves the right to issue through its Director of Aviation such reasonable rules,
regulations and procedures for activities and operations conducted on the Airport,
including without limitation, the Leased Premises, as deemed necessary to protect and
preserve the safety, security and welfare of the Airport and all persons, property and
facilities located thereon. The Lessee's officers, agents, employees, servants, business
invitees, invitees, and licensees will obey all rules and regulations which may be
promulgated from time to time by the Lessor or its authorized agents at the Airport, or by
other lawful authority, to ensure the safe and orderly conduct of operations and traffic on
the Airport. All of such rules and regulations shall have the same affect and import as if
expressly included within the terms of this Lease.
6.02 OPERATION OF AIRCRAFT, COMPLIANCE WITH RULES AND
REGULATIONS
Lessee agrees to operate and conduct its business, including but not limited to the
operation of aircraft and the occupancy of said Leased Premises, at all times in
compliance with applicable federal, state and local rules and regulations. Lessee further
agrees that in the event that a civil penalty or fine is levied against the Airport as a result
of Lessee's failure to comply or act in accordance with regulations, statutes and/or
ordinances, Lessee shall within fifteen (15) days reimburse the Airport the full amount of
the penalty or fine and immediately correct the failure, act or omission leading to, causing
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or contributing to the violation. Failure of the Lessee to comply with any requirement of
this paragraph shall be cause for immediate termination of this Agreement by Lessor's
Director of Aviation. Provided, however, that the duty of the Lessee to reimburse Lessor
is subject to Lessor providing written notice of any potential fine or penalty. Lessee shall
be provided notice to participate in the proceeding and defend itself, with counsel of its
choice, at its own cost.
6.03 IMPROVEMENTS OR ALTERATIONS
Lessee shall not make, permit or suffer any additions, improvements or alterations to the
Leased Premises which constitute any major structural change or changes without first
submitting plans and specifications for such additions, improvements or alterations to the
Lessor's Director of Aviation and securing prior written consent from the Director of
Aviation, which consent shall not be unreasonably withheld. Any such additions,
improvements or alterations made with the consent of the Director of Aviation shall be
made at the sole expense of the Lessee and, unless such consent provides specifically that
title to the addition or improvements so made shall vest in the Lessee, title thereto shall at
all times remain in Lessor. Such additions or improvements shall be subject to all terms
and conditions of this Agreement. The Lessee agrees to hold Lessor harmless from
Mechanic's and Materialman's liens arising from any construction additions,
improvements, repairs or alterations effected by the Lessee. Subject to Section 7.06,
below, any property installed or added by Lessee which becomes permanently attached to
the Leased Premises shall become the property of Lessor upon termination of this
Agreement, provided however, that any trade fixtures installed by Lessee may be
removed by Lessee at its expense.
6.04 ADVERTISING
The Lessee will erect no outdoor advertising or identification signs and will distribute no
advertising in the Airport or on Airport property without the prior written consent of the
Lessor's Director of Aviation. Said consent will not be unreasonably withheld.
However, such prior written consent shall not be required for advertising placed by
Lessee with any other party having the right to sell, rent or offer Airport terminal
advertising space.
6.05 SECURITY PLAN
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Lessee shall submit a Security Plan (herein so called) to the Lessor's Director of
Aviation, which is acceptable to the Director of Aviation, Airport Security and the
Transportation Security Administration, in their sole and absolute discretion.
Notwithstanding anything to the contrary herein, failure to submit an acceptable Security
Plan shall be grounds for immediate termination of this Agreement.
6.06 LIENS PROHIBITED
The Lessee shall not bind or attempt to bind the Lessor for payment of any money in
connection with the construction, repairing, alterations, additions or reconstruction work
on the Leased Premises, and Lessee shall not permit any mechanic's, materialman's or
contractor's liens to arise against the Leased Premises or improvements thereon, or any
equipment, machinery and fixtures thereon belonging to the Lessor, and Lessee expressly
agrees that it will keep and save the Leased Premises and the Lessor harmless from all
costs and damages resulting from any liens of any character created or that may be
asserted through any act or thing done by the Lessee.
In the event that, as a result of Lessee's actions, any mechanic's lien or other lien or order
for payment shall be filed against the Leased Premises or improvements thereon, or
against Lessor -owned property located thereon, Lessee shall defend on behalf of the
Lessor, at Lessee's sole cost and expense, any action, suit or proceeding which may be
brought thereon or for the enforcement of such lien or order. Notwithstanding anything
herein to the contrary, failure of the Lessee to comply with any requirement of this
section after having received fifteen days written notice thereof shall be cause for
termination of this Agreement by the Lessor.
6.07 INSPECTION OF LEASED PREMISES
Lessee agrees that the Leased Premises shall be kept reasonably clean and free of all
debris and other waste matter. Lessor reserves the right to conduct inspections of the
Leased Premises at reasonable times to ensure that fire, safety and sanitation regulations
and other provisions contained in this Lease are being adhered to by the Lessee. Lessee
shall comply with all environmentally related laws, rules and regulations, including, but
not limited to, those related to the storage or accumulation of waste or hazardous waste,
disposal or release of solid or hazardous waste, and storm water and activities related
thereto.
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6.08 INSPECTION OF BOOKS & RECORDS
The Lessee, following accepted accounting practices and procedures, will maintain true
and accurate books, records and receipts which will show fuel flowage. Such books and
records may be inspected at any time by Lessor or its duly authorized representatives at
Lubbock, Texas, upon reasonable notice to Lessee. In the event Lessee requests such
inspection to be performed outside the Lubbock area, such request may be honored at
Lessor's discretion; however, any and all expenses incurred by so doing shall be
reimbursed by the Lessee.
6.09 MAINTENANCE
The Lessee shall, at its own cost and expense, maintain the Leased Premises in a
presentable condition, reasonable wear and tear and damage by casualty or condemnation
accepted, reasonably free of trash, debris and weeds, and consistent with good business
practices. Lessee shall repair all damages to Leased Premises caused by its employees,
patrons, weather, or business operations thereon; shall perform all maintenance and repair
to the interior, including all HVAC and venting systems; and shall repaint the building as
necessary to maintain a clean and attractive appearance. Lessee shall also maintain any
drainage structures or other improvements installed for the benefit of Lessee, septic
systems, ceilings, floor coverings, locks, doors, overhead doors, specialized ramp doors,
window glass, parking lots and/or surfaces used for employee and/or customer parking.
The Lessor shall at its own cost and expense, maintain the roof, foundation and load
bearing walls. The Lessor shall not be responsible for the cost of repairs or replacements
to the extent that insurance coverage will provide the means of payment. Lessee shall
not, in any case, be required to pay for the cost of mitigation, abatement or removal of
asbestos not installed by Lessee.
6.10 UTILITIES
The Lessee shall assume and pay for all costs or charges for metered utility services
provided to Lessee at the Leased Premises during the term hereof. Lessee shall have the
right, with written approval of Lessor, which shall not be unreasonably withheld,
conditioned, or delayed, to connect to any existing storm and sanitary sewers, if any, and
water and utility outlets, the cost of usage, extension, installation and meters, where
required, to be borne by the Lessee.
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6.11 TRASH, GARBAGE, REFUSE, ETC.
Lessee shall provide a complete and proper arrangement for the adequate sanitary
handling and disposal, away from the Airport, of all trash, garbage and other refuse
produced as a result of Lessee's business operations on the Leased Premises.
6.12 PAYMENT OF TAXES, FEES, AND ASSESSMENTS
The Lessee agrees to pay promptly when due all federal, state and local government
taxes, license fees and occupation taxes levied on either the Leased Premises or on the
business conducted on the Leased Premises or on any of Lessee's property used in
connection therewith. Taxation may be subject to legal protest in accordance with the
provisions of the taxing authority whose levy is questioned. Any protest shall be at the
sole expense of Lessee. Delinquency in payment of such obligations after any protest has
been settled shall, at the option of the Lessor, be cause for immediate termination of this
Lease.
6.13 INDEMNIFICATION AND INSURANCE
The Lessee shall be deemed to be an independent contractor and operator responsible to
all parties for its respective acts and omissions, and the Lessor shall in no way be
responsible therefor. Except to the extent caused by the gross negligence or willful
misconduct of Lessor. Lessee shall indemnify and hold harmless, to the fullest extent
permitted by law, Lessor, and Lessor's respective officers, employees, elected officials
and agents, from and against any and all losses, damages, claims or liabilities, of any kind
or nature, which arise directly or indirectly, or are related to, in any way, manner or form,
the activities of Lessee contemplated hereunder, the omission of the Lessee's activities
contemplated hereunder or the failure of Lessee to comply with any term or provision of
this Lease provided the damages, or claims or liabilities are not caused by the Lessor.
Lessee further covenants and agrees to defend any suits or administrative proceedings
brought against Lessor and/or Lessor's respective officers, employees, elected officials
and/or agents on account of any claim for which it is obligated to indemnify Lessor, and
to pay or discharge the full amount of any and all penalties, fines or other obligations of
any such claim incurred by, accruing to, or imposed on Lessor, or Lessor's respective
officers, employees, elected officials and/or agents, as applicable, resulting from any such
suits, claims, and/or administrative proceedings or any matters resulting from the
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settlement or resolution of said suits, claims, and/or administrative proceedings. In
addition, Lessee shall pay to Lessor, Lessor's respective officers, employees, elected
officials and/or agents, as applicable, all reasonable attorneys' fees incurred by such
parties in enforcing Lessee's indemnity in this section.
The Lessee shall carry and maintain insurance at all times that this Lease is in effect, at
Lessee's sole expense and with an underwriter authorized to do business in the State of
Texas and reasonably acceptable to the Lessor, against claims of general liability and
workers' compensation, and/or other claims resulting from Lessee's business activities at
the Airport or on the Leased Premises, as set forth below.
Aviation Liability Insurance — Lessee will carry and maintain Aviation Liability
Insurance for the protection of Lessor, naming Lessor as an additional insured and
insuring against all claims, losses, costs and expenses arising out of injuries to persons
whether or not employed by the Lessee, damage to property whether resulting from acts
or omissions, negligence or otherwise of the Lessee or any of its agents, employees
patrons or other persons, and growing out of the use of the said Leased Premises by
Lessee, such policies to provide not less than FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00) for Combined Single Limit General Liability
Insurance; the above insurance coverage shall also include Hangar Keeper Liability
Coverage.
Workers' Compensation — The Lessee shall elect to obtain worker's compensation
coverage pursuant to Section 406.002 of the Texas Labor Code, as same may be
amended. Further, Lessee shall maintain said coverage throughout the term of this Lease
and shall comply with all provisions of Title 5 of the Texas Labor Code to ensure that the
Lessee maintains said coverage. Any termination of worker's compensation insurance
coverage by Lessee or any cancellation or nonrenewal of worker's compensation
insurance coverage for the Lessee shall be a material breach of this Lease.
Employer Liability-- Lessee shall carry and maintain Employer Liability coverage for the
protection of Lessor, naming Lessor as an additional insured, in an amount no less than
FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($500,000.00).
Hazard and Extended Coveraee — Lessee shall procure from a company authorized to do
business in the State of Texas and keep in force Hazard and Extended coverage insurance
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upon the Leased Premises to 80% of the full insurable value and shall furnish Lessor with
evidence that such coverage has been procured and is being maintained. Lessor shall be
named as additional insured on the policy.
To the extent permitted by law, the above-mentioned policies shall all include a waiver of
subrogation. Certificates of insurance or other satisfactory evidence of insurance shall be
filed with the Lessor's Director of Aviation prior to entry upon the Leased Premises by
the Lessee. The General Liability policies shall name the Lessor as an additional insured,
require the insurer to notify the Director of Aviation of any alteration, renewal or
cancellation, and remain in full force and effect until at least ten (10) days after such
notice of alteration, renewal or cancellation is received by the Director of Aviation.
6.14 NON-DISCRIMINATION PRACTICES
Lessee, its agents and employees will not discriminate against any person or class of
persons by reason of age, sex, race, religion or national origin in providing any services
or in the use of any of its facilities provided for the public. Lessee further agrees to
comply with such enforcement procedures as the United States Government might
demand that the Lessor take in order to comply with the Federal Aviation
Administration's Sponsor's Assurances.
Lessee agrees not to illegally discriminate against any employee or applicant for
employment because of age, sex, race, religion or national origin.
6.15 BUSINESS SOLICITATIONS
All of Lessee's business operations and solicitations will be confined to the Leased
Premises and to such other premises at the airport that are leased to the Lessee.
6.16 PROHIBITION OF SUBLEASES AND ASSIGNMENTS
The Lessee will not directly or indirectly assign, sublet, sell, hypothecate or otherwise
transfer any or all of this Lease or any portion of the Leased Premises without the prior
written consent of Lessor's Director of Aviation which shall not be unreasonably
withheld.
6.17 RIGHTS OF OTHERS
It is clearly understood by the Lessee that no right or privilege has been granted herein
which would operate to prevent any person, firm or corporation operating an aircraft at
the Airport from performing any services on its own aircraft with its own regular
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employees (including, but not limited to, maintenance and repair) that such person, firm
or corporation may choose to perform. The rights of said person, firm or corporation are
subject to the rights of Lessee as set forth in 1.02.
6.18 ACCESS
Lessee agrees to control all access to the aircraft operations area (AOA) through the
Leased Premises and through gates assigned to or controlled by Lessee so as to prevent
unauthorized entry to the airfield by persons, animals or vehicles. In the event that
unauthorized access to the AOA is gained through the Leased Premises or any area which
Lessee controls or is obligated to control, any fines or penalties assessed by the Federal
Aviation Administration shall be the responsibility of the Lessee and Lessee hereby
agrees to pay all such fines or penalties without delay and make any and all requested
changes in operations or facilities necessary to maintain Airport security and prevent
reoccurrence of any unauthorized entry. Failure to comply with this paragraph shall be
cause for immediate termination of this Agreement by Lessor.
6.19 VEHICULAR MOVEMENT
Except as specifically authorized by the Lessor's Director of Aviation, Lessee will not
permit the driving of vehicles by employees, customers, guests or invitees on the apron,
taxiways or runways at the Airport.
6.20 EXCLUSIVITY
It is understood and agreed that nothing herein contained shall be construed to grant or
authorize the granting of an exclusive right to conduct any aeronautical activities,
including, but not limited to charter flights, pilot training, aircraft rental and sightseeing,
aerial photography, crop dusting, aerial advertising and surveying, air carrier operations,
aircraft sales and services, sale of aviation petroleum products whether or not conducted
in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of
aircraft parts, and any other activities which because of their direct relationship to the
operation of aircraft can be regarded as a aeronautical activity.
7.01 TERMINATION
ARTICLE SEVEN
TERMINATION AND CANCELLATION
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This Lease shall terminate at the end of the term or any extension thereof, as applicable.
Lessee shall have no further right or interest in any of the Leased Premises or
improvements hereby demised, except as provided herein.
7.02 TERMINATION BY LESSEE
This Lease shall be subject to cancellation by Lessee upon the occurrence of any one or
more of the following events:
1. The permanent abandonment of the Airport by the Lessor as an air terminal.
2. The lawful assumption by the United States Government, or any authorized
agency thereof, of the operation, control or use of the Airport, or any substantial
part or parts thereof, in such a manner that substantially restricts Lessee for a
period of at least ninety (90) days from operating thereon.
3. The issuance by any court of competent jurisdiction of an injunction in any way
preventing or restraining the use and operation of the Airport for a period of at
least ninety (90) days.
4. The default of the Lessor in the performance of any covenant or agreement herein
required to be performed by the Lessor and the failure of the Lessor to remedy
such default for period of thirty (30) days after receipt from Lessee of written
notice to remedy the same.
5. Failure of Lessor to maintain the landing area of the Airport, or if the Lessee is
otherwise suspended, restricted, or interfered with for reasons beyond the
reasonable control of Lessor, in either case, for a period of at lease sixty (60)
days, which results in Lessee's inability to conduct business operations (and
Lessee's rent and other charges shall abate during such sixty (60) day period).
Lessee may exercise such right of termination, except as other notice periods are
specifically provided herein, by giving written notice to the Lessor to correct or cure such
Default. If within thirty (30) days from the date of receipt of such notice, the Default
complained of shall not have been corrected or cured, then in such event, Lessee shall
have the right at once and without further notice to terminate this Lease. Rental due
hereunder shall be payable only to the effective date of said termination.
It is agreed that failure to declare this Lease terminated upon the default of Lessor for
any of the reasons set forth above shall not be construed as a waiver of any of the
Med Trans Corporation d/b/a AeroCare
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Lessee's rights hereunder or otherwise bar or preclude Lessee from declaring this
Agreement cancelled as a result of any subsequent violation of any of the terms or
conditions of this Agreement. Notwithstanding the termination remedy set forth herein,
the Lessee may exercise any other right or remedy available to it by law, equity, contract
or otherwise. All of such remedies are expressly cumulative and the exercise of one or
more remedies shall not preclude the simultaneous or subsequent exercise of different or
additional remedies.
7.03 TERMINATION BY LESSOR
This Lease shall be subject to cancellation by Lessor after the happening of one or more
of the following events:
1. The taking by a court of competent jurisdiction of Lessee and its assets pursuant
to proceedings brought under the provisions of any federal reorganization act.
2. The appointment of a receiver for Lessee's assets.
3. The divestiture of Lessee's assets by other operation of law.
4. The abandonment by Lessee of the Leased Premises for a period of thirty (30)
days.
5. The failure by Lessee to pay any rentals or other charges hereunder after notice as
specified above.
6. The default by Lessee in the performance of any covenant or agreement herein
required to be performed by Lessee.
7. The lawful assumption by the United States Government, or any authorized
agency thereof, of the operation, control or use of the Airport, or any substantial
part or parts thereof, in such a manner as to substantially restrict Lessee for a
period of at least ninety (90) days from operating thereon. (The matters or events
set forth herein are collectively referred to as a "Default" or "Event of Default".)
Lessor may exercise such right of termination, except as other notice periods are
specifically provided herein, by giving written notice to the Lessee to correct or cure such
Default. If within thirty (30) days from the date of receipt of such notice, the Default
complained of shall not have been corrected in a manner satisfactory to the Lessor, then
in such event, Lessor shall have the right, at once and without further notice to Lessee, to
declare this Agreement terminated.
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Once Agreement is terminated, Lessor's agents may enter upon the Leased Premises and
take immediate possession of the same and remove Lessee's effects. Any rental due
hereunder shall be payable to said date of termination.
It is agreed that failure to declare this Lease terminated upon the default of Lessee for any
of the reasons set forth above shall not be construed as a waiver of any of the Lessor's
rights hereunder or otherwise bar or preclude Lessor from declaring this Agreement
cancelled as a result of any subsequent violation of any of the terms or conditions of this
Agreement. Notwithstanding the termination remedy set forth herein, the Lessor may
exercise any other right or remedy available to it by law, equity, contract or otherwise.
All of such remedies are expressly cumulative and the exercise of one or more remedies
shall not preclude the simultaneous or subsequent exercise of different or additional
remedies.
7.04 REPLACEMENT AFTER DAMAGE
It is agreed between the parties hereto that in the event the Leased Premises are damaged
by fire or other accidental cause during the initial term of this Agreement so as to become
totally or partially untenantable, the Lessor shall have the option to restore the Leased
Premises to their former condition. If the Lessor elects to exercise the option, the Lessor
shall give Lessee notice in writing of its election within thirty (30) days of the occurrence
of such damage. If the Lessor elects to restore the Leased Premises, the Lessor shall
proceed with due diligence and there shall be an abatement of the rent until repairs have
been made for the time and to the extent for which the premises, or part thereof, have
been untenantable. Should the Lessor not exercise the option to restore the premises, or
should the Lessor fail to complete the process of restoring the Premises to their former
condition within one hundred twenty (120) days of the occurrence of such damage, the
lease of such untenable portion of the Premises (or, this Lease in its entirety if the
exclusion of such untenantable portion renders the Premises unusable by lessee for their
intended purpose) shall cease and terminate effective on the date of damage by fire or
other accidental cause.
7.05 CONFLICT OF INTEREST
The Lessee acknowledges that it has been informed that Texas law prohibits contracts
between the City of Lubbock and its "officers" and "employees," and that the prohibition
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extends to officers and employees of the City of Lubbock agencies, such as Lessor -
owned utilities, and certain City of Lubbock boards and commissions, and to contract
with any partnership, corporation or other organization in which the officers or
employees have a substantial interest. Lessee certifies (and this Agreement is made in
reliance thereon) that neither the Lessee nor any person having an interest in this
Agreement is an officer or employee of the City of Lubbock or any of its agencies,
boards or commissions.
7.06 REMOVAL OF LESSEE'S PROPERTY
The Lessee shall have the right, within thirty (30) days after the termination of this Lease,
whether such termination comes upon expiration of the initial term, any extension or
otherwise under any provision of this Lease, to remove from the Leased Premises all of
Lessee's furniture, equipment, furnishings, trade fixtures, and other personal property
which has not become the Property of the Lessor, but except as otherwise provided in this
Lease, Lessee shall restore the Leased Premises to the original condition, normal wear
and tear and damage by casualty or condemnation excepted. Property left on the
premises after thirty (30) days from the date of termination of this Lease shall be deemed
abandoned and will become the Property of the Lessor, and may be disposed of as the
Lessor sees fit, without any liability to the Lessee to account for the proceeds of any sale;
and the Lessor, at its option, may require Lessee to remove the abandoned property and
may charge rent from the date of the expiration or termination of this Lease through the
day of final removal of the property, or of notification to the Lessee of the abandonment
of the property and taking by the Lessor, as the case may be.
7.07 TERMINATION OF LEASE AND SURRENDER OF LEASED PREMISES
The Lessee covenants and agrees that, except as otherwise set forth in this lease, at the
expiration of this Lease, or upon earlier termination as provided elsewhere in this
Agreement, Lessee will quit and surrender the Leased Premises and the improvements
not owned by it in good condition, reasonable wear and tear and damage by casualty or
condemnation excepted, and the Lessor shall have the right to take possession of the
Leased Premises and such improvements, subject to the limitations expressed in Article
Seven, of this Lease, with or without process of law.
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ARTICLE EIGHT
MISCELLANEOUS PROVISIONS
8.01 NOTICES
Notices to the Lessor required or appropriate under this Agreement shall be deemed
sufficient if in writing and hand delivered or mailed, registered or certified mail, postage
prepaid, addressed to the Director of Aviation, Lubbock Preston Smith International
Airport, 5401 N. MLK Blvd., Unit 389, Lubbock, Texas 79403. Notices to the Lessee
shall be deemed sufficient if in writing and hand delivered or mailed, registered or
certified mail, postage prepaid, addressed to Mr. Treg Manning, Med-Trans Corporation,
2871 Lake Vista Drive, Suite 150, Lewisville, TX 75067, with a copy to Mr. Thomas A.
A. Cook, Vice -President and General Counsel, Med-Trans Corporation, P. O. Box 768,
306 Davis Drive, West Plains, MO 65775. Notice shall be deemed received when
delivered, if delivered in hand, or three (3) days after posting the notice, if the notice is
provided by mail.
8.02 ENTIRE AGREEMENT
This Lease constitutes the entire Agreement between the Lessor and Lessee, and any
other written or parole agreement for the leased premises with the Lessor is expressly
waived by Lessee.
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EXECUTED this 15th day of
THE CITY OF LUBBOCK, LESSOR
TOM RTIN, MAYOR
ATTEST:
�a , ebeaca Garza, City Secretary
JesROVED AS TO CONTENT:
W. Loomis, Executive Director of Aviation
APPR,O,- VV U AS TO FORM:
Chad Weaver, Assistant City Attorney
December .2010.
MED -TRANS CORPORATION d/b/a
AEROCARE, LESSEE:
Print:--m-c, '�. 0A",,Jt,,,
Title: 5D. V t ct- Pai-s � ot,,J-r--
Date: \ \ 3 C) Zo k u
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