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HomeMy WebLinkAboutResolution - 4025 - Lease Agreement - Steeple Amusements Inc - East Ariport District, LIA - 11_19_1992Resolution No. 4025 November 19, 1992 Item #13 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Lease Agreement by and between the City of Lubbock and Steeple Amusements, Inc. d/b/a Miller Manufacturing for the purpose of manufacturing amusement products, which Agreement is attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. �\ Passed by the City Council thik 19th ay df _ F�6vemb 92. 0 ATTEST: Sally StAll Abbe, Acting City Secretary AP ROVED AS TO CONTENT: ernE.-Case, Director o Aviation APPROVED jAS TO FOR t on Williams, Assistant City At rney AJW:dw/Agenda-D2/Amuse.res November 2. 1992 Resolution No. 4025 November 19, 1992 Item #13 THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK § ,EASE AGREEMENT THIS AGREEMENT, entered into at Lubbock, Texas, by and be- tween the CITY OF LUBBOCK, hereinafter referred to as "LESSOR," and STEEPLE AMUSEMENTS, INC. d/b/a MILLER MANUFACTURING, here- inafter referred to as "LESSEE," acting by and through its officers hereunto duly authorized. WITNESSETH: WHEREAS, LESSOR owns and operates a public airport desig- nated as Lubbock International Airport and herein called "Airport;" and WHEREAS, LESSEE is a corporation primarily engaged in manufacturing agricultural products and amusement rides and equipment; and WHEREAS, LESSEE desires to lease certain Airport -owned buildings and land located in the East Airport District of the Lubbock International Airport from which to conduct its busi- ness; NOW THEREFORE: ARTICLE I For and in consideration of the covenants and conditions herein contained and other valuable consideration, the LESSOR authorizes the LESSEE to exercise the rights, powers and privi- leges hereinafter set forth and does hereby lease to the LESSEE the premises described and being: The buildings and land as shown on Exhibit "A" attached hereto and incorporated herein by refer- ence, which buildings and land are hereinafter referred to as "leased premises" or "premises." The term of this Agreement shall be for a period of five (5) years, commencing on the 1st day of September, 1992, and ending on the 1st day of September, 1997, both dates inclusive, unless sooner terminated as herein provided. ARTICLE II In consideration of the rights and privileges herein granted, LESSEE shall pay to the LESSOR a rental of ONE THOU- SAND FIVE HUNDRED AND NO/100 DOLLARS ($1,500.00) per month. All rental payments are due and payable in advance on the first day of each month this Agreement is in effect and shall be made at the office of the Director of Aviation, Lubbock International Airport, Lubbock, Texas. ARTICLE III This Lease is granted subject to the following provisions and conditions: 1. LESSEE shall use the leased premises solely for the purpose of conducting those business activi- ties for which it was chartered as a corporation. 2. LESSEE'S right to conduct business at the Lubbock International Airport shall be nonexclu- sive. 3. LESSEE, at its own expense, shall be responsible for securing all permits, clearances, rights -of - way and other matters necessary to conduct busi- ness in a lawful manner. 4. LESSOR agrees to repair and maintain the roofs of the buildings herein leased during the first (1st) year of the term of this Lease. There- after, the LESSEE shall be responsible for the maintenance and repair of said roofs. LESSOR also agrees to renovate and bring the restrooms in the buildings herein leased into operable condition upon execution of this Lease, but LESSEE shall thereafter be responsi- ble for the maintenance and repair of such restrooms. - 2 - Except as provided above, the LESSEE agrees to maintain the leased premises, at LESSEE'S sole cost and expense, in a clean and pre- sentable condition consistent with good business practice. 5. LESSEE agrees to limit the outside storage of any and all materials, components, assemblies and repaired and manufactured products to the area on the leased premises behind the screening fence and to control the growth of vegetation and weeds on the leased premises and extending outward a distance of twenty (20) feet from the fence. 6. LESSEE agrees that LESSOR shall have and LESSEE hereby grants to LESSOR a contractual landlord's lien on all of LESSEE'S property of whatsoever nature placed in or upon the leased premises, such lien to guarantee the payment of any and all arrearages arising under this Agreement. LESSEE further agrees to sign a financing state- ment to be filed with the Secretary of the State of Texas and the County Clerk of Lubbock County to perfect LESSOR'S lien and to furnish LESSOR an itemized list of all such improvements, addi- tions or alterations which LESSEE installs, adds or uses on the leased premises. 7. LESSEE agrees to erect no signs and distribute no advertising on the Airport without the prior written consent of the Director of Aviation. 8. All of LESSEE'S business operations and solici- tations will be confined to the leased premises. Furthermore, LESSEE shall designate adequate - 3 - parking areas on the leased premises for vehicu- lar movement and parking for its employees, vendors, suppliers and invitees. 9. The LESSEE shall not bind or attempt to bind the LESSOR for payment of any money in connection with installations, alterations, additions or repairs on the leased premises or any of LESSEE'S equipment or facilities located on the leased premises, and shall not permit any mechanic's, materialman's or contractor's liens to arise against the leased premises or any improvements, equipment, machinery or fixtures thereon belonging to the LESSOR, and LESSEE expressly agrees that it will keep and save the premises and hold LESSOR harmless from all costs and damages resulting from any lien or liens of any character created or that may be asserted through any act or thing done by LESSEE. 10. 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 sub- mitting plans and specifications for such additions, improvements or alterations to the Director of Aviation of the City of Lubbock and securing prior written consent of the Director of Aviation. Any such additions, improvements or alterations made with the consent of the Director of Aviation shall be solely at the expense of the LESSEE and, unless such consent provides specifically that title to the addi- tions or improvements so made shall vest in the LESSEE, title thereto shall at all times remain - 4 - 11. 12. in the LESSOR, and such additions or improve- ments shall be subject to all terms and conditions of this Agreement. The LESSEE agrees to hold LESSOR harmless from all Mechanic's and Materialman's Liens arising from any construc- tion, additions, improvements, repairs or alterations effected by the LESSEE. In the event any mechanic's or other liens or orders for payment shall be filed against the leased premises or improvements thereon, or other prop- erty of the LESSOR located thereon, during the term of this Lease Agreement, LESSEE shall within ten (10) days cause the same to be can- celled and discharged of record by bond or otherwise, at the election and expense of LESSEE, and shall also defend on behalf of 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. 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 erecting or permitting to be erected any build- ing or other structure on or off the Airport which, in the opinion of LESSOR, would limit the usefulness of the Airport or constitute a hazard to aircraft. Except as otherwise stated in Article III, num- bered paragraph 4 of this Agreement, LESSOR shall assume no responsibility for the condition of the leased premises and shall not assume any - 5 - responsibility for maintenance, upkeep or repair necessary to keep the premises in a safe and serviceable condition. 13. LESSOR reserves the right to issue through the Director of Aviation such rules, regulations and procedures for activities and operations con- ducted on the Airport as deemed necessary to protect and preserve the safety, security and welfare of the Airport and all persons, property and facilities located thereon. 14. LESSOR reserve the right to establish standards for the construction, maintenance, alteration, repair, addition or improvement to LESSEE'S facilities that are placed on the leased premises. This will include structural design, color, materials used, landscaping and mainte- nance of LESSEE'S facilities. 15. LESSEE shall prohibit and prevent unauthorized persons from obtaining access or entry into the air operations area and any other sterile area at the Airport through the leased premises, and LESSEE agrees that in the event that a civil penalty or fine is levied against the Airport or LESSOR as a result of LESSEE'S failure to comply or act in accordance with this provision, or any other applicable federal, state or local statutes, ordinances, rules and regulations affecting the use, occupancy or operation of any of said premises, LESSEE shall immediately reim- burse the Airport or LESSOR the full amount of the penalty or fine and correct the act or omission leading to, causing or contributing to the violation. - 6 - 16. Failure of the LESSEE to comply with any requirement of these paragraphs 10, 11, 12 or 16 shall be cause for immediate termination of this Agreement by LESSOR. ARTICLE IV This Lease is granted subject to the following additional provisions and conditions: 1. The Lease herein granted is subject to any and all applicable laws, ordinances, rules and regu- lations pertaining to the Lubbock International Airport. 2. LESSEE agrees that LESSOR has the right to fur- ther develop or improve the Airport as LESSOR sees fit, regardless of the desires or views of the LESSEE, and without interference or hin- drance. In the event of a war or national emergency, the LESSOR shall have the right to enter into an agreement with the United States Government for military or naval use of all or part of the landing area, the publicly -owned air navigation facilities, and other areas or facil- ities of the Airport; and if any such agreement is executed, the provisions of this Lease, insofar as they are inconsistent with the provi- sions of the agreement with the United States, shall be suspended, but rent due hereunder shall be abated proportionately. 3. This Agreement shall be subordinate to the pro- visions of any existing or future agreement between LESSOR and the United States pertaining to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expen- diture of federal funds for the development of the Airport. Should the effect of such agree- ment with the United States be to take any of the property under lease or substantially destroy the commercial value of LESSEE'S rights under this Agreement, the LESSOR shall not be held liable therefor, but rent due hereunder shall be abated proportionately. 4. Any rights, privileges and interests acquired herein by LESSEE may be suspended at the option of the LESSOR following written notice of thirty (30) days, if such suspension is found by the LESSOR, acting in good faith, to be necessary to secure federal financial aid for the development of the Airport, or the development of aeronauti- cal operations thereon, but rent due hereunder shall be abated proportionately. 5. The LESSOR, acting by and through the Director of Aviation or other designated representative, shall have the right to inspect the leased premises at all reasonable times during the term of this Lease. 6. Any property of the LESSOR or any property for which the city of Lubbock may be responsible, which is damaged or destroyed incident to the exercise of the privileges herein granted, or as a result of acts or omissions of the employees or agents of LESSEE, shall be properly repaired or replaced by the LESSEE to the satisfaction of the LESSOR and its authorized representatives, or in lieu of such repair or replacement, the LESSEE shall, if so required by the LESSOR, pay - 8 - to the LESSOR money in any amount deemed suffi- cient by the LESSOR to compensate for the loss sustained by the LESSOR as a result of the damage to or destruction of such property. 7. The LESSEE shall be deemed to be an independent contractor and operator and solely responsible for its respective acts and omissions, and LESSOR shall in no way be responsible therefor. 8. The LESSEE agrees to indemnify, defend and for- ever save harmless the LESSOR, its authorized agents, representatives and employees, from and against any and all penalties, liability, annoy- ances or loss resulting from claims or court actions of any nature arising directly or indirectly out of any acts or omissions of the LESSEE, its agents, servants, employees or invitees under this Agreement. 9. The LESSEE shall maintain at all times, at its sole expense, insurance with an insurance under- writer acceptable to the LESSOR and authorized to do business in the State of Texas, and which insures LESSEE against claims of public liabil- ity and property damage resulting from LESSEE'S business activities at the Airport. The amount of insurance coverage shall not be less than ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) for property damage as a result of any one event; or less than ONE HUNDRED THOUSAND AND N0/100 DOLLARS ($100,000.00) for personal injury or death of any one person in any one event; or less than THREE HUNDRED THOUSAND AND N0/100 DOLLARS ($300,000.00) for personal injury or death of two (2) or more persons in any one - 9 - 10. 11. event. Certificates of insurance or other sat- isfactory evidence of insurance shall be filed with the Director of Aviation prior to entry upon the premises by the LESSEE. Each policy shall name the LESSOR, City of Lubbock, as an additional insured. Furthermore, each policy shall be worded so as to insure ten (10) days notice to the LESSOR of cancellation or modifi- cation of coverage. LESSEE shall furnish to the LESSOR satisfactory evidence that LESSEE is self -insured under Worker's Compensation laws of the State of Texas. The LESSEE shall assume all responsibility for the payment of all taxes and assessments, license fees and public utility charges levied on the business conducted on the leased premises or which may become due on the property of LESSEE used in connection therewith from the date of execution of this Agreement. The LESSEE agrees to pay all claims or damages for or on account of water, lights, heat, power, sewage disposal and any other services or utilities furnished to or with respect to the leased premises or any part thereof. The LESSOR does not guarantee to furnish utilities or utility services in the future. In the event utility service is not furnished for reasons other than repair or installation of lines or nonpayment of charges, LESSEE shall have the option to cancel this Lease upon thirty (30) days written notice to the LESSOR. - 10 - 12. LESSEE, its agents and employees will not dis- criminate against any person or class of persons by reason of age, sex, race, color, handicap, religion or national origin in providing any services or in the use of any of its facilities provided for the public, in any manner prohib- ited by Federal Aviation Administration Regulations. LESSEE further agrees to comply with such enforcement procedures as the United States might demand that the LESSOR take in order to comply with the Sponsor's Assurances given by the City of Lubbock. 13. LESSEE agrees not to discriminate against any employee or applicant for employment because of age, sex, race, color, handicap, religion or national origin. LESSEE further agrees to take affirmative action to insure that applicants are employed, and that employees are treated during employment, without regard to their age, sex, race, color, handicap, religion or national origin. Such action shall include, but not be limited to employment, upgrading, demotion, transfer, recruitment, layoff, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 14. LESSEE will conduct its activities and operate its facilities on the premises in accordance with the requirements of Section 504 of the Rehabilitation Act of 1973 and will assure that no qualified handicapped person shall, solely by reason of his or her handicap, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination, including discrimination in employment, under any program or activity of the LESSEE. 15. LESSEE acknowledges that it is informed that Texas Law generally prohibits contracts between the LESSOR and its "officers" and "employees," and that the prohibition extends to officers and employees of City agencies such as City -owned utilities and certain City boards and commis- sions, and to contracts with any partnership, corporation or other organization in which offi- cers or employees have an interest. LESSEE herein certifies that no person having an inter- est in this this Lease is an officer or employee of the City of Lubbock or any of its agencies, boards or commissions. 16. LESSEE warrants that it has not employed any person employed by the LESSOR to solicit or secure this Agreement in exchange for a commis- sion, percentage, brokerage or contingent fee. 17. LESSEE may not assign or sublet this Agreement without the written consent of the Director of Aviation, but such consent shall not be unrea- sonably withheld. No such assignment or subletting shall affect LESSEE'S obligations to make all required rental payments hereunder. 18. The failure of the LESSOR to insist upon perfor- mance of any of the terms or conditions of this Lease shall not be construed as a waiver or relinquishment of the future performance of any such terms or conditions, but the LESSEE'S obli - 12 - gation with respect to such failure of performance shall continue in full force and effect. 19. LESSEE shall at its sole expense provide for the adequate sanitary handling and disposal away from the Airport of all trash, garbage and other waste and refuse resulting from the operation of its business. 20. In the event LESSEE remains in possession of the leased premises after the expiration of this Agreement without any written renewal or exten- sion of this Lease, such holding over shall not be deemed as a renewal or extension of this Lease, but shall create only a tenancy from day to day which may be terminated at any time by LESSOR. ARTICLE V This Lease Agreement shall terminate at the end of the full term hereof and LESSEE shall have no further right or interest in the premises hereby demised except as provided in Article IV, numbered paragraph 20. This Agreement is subject to termination for the reasons set forth below, provided that thirty (30) flays written notice is given to the non -terminating party. Rental due hereunder shall be payable only to the effective date of said termina- tion. A. The LESSEE may terminate upon the happening of any of the following: 1. The permanent abandonment of the Airport as an air terminal. - 13 - 2. The issuance by any court of competent jurisdic- tion of an injunction in any way preventing or restraining the use of the Airport for a period of thirty (30) days or more. 3. The breach by the LESSOR of any of the terms, covenants or conditions of this Agreement to be kept, performed and observed by the LESSOR, and the failure of the LESSOR to remedy such breach for a period of sixty (60) days after written notice from the LESSEE of the existence of such breach. 4. The assumption by the United States Government, or any authorized agency of the same, of the operation, control or use of the Airport and its facilities in such a manner as to substantially restrict the LESSEE from operating under the terms of this Agreement for a period of three (3) months or more. B. The LESSOR may terminate upon the happening of any of the following: 1. If the LESSEE shall file a voluntary petition of bankruptcy; or if proceedings in bankruptcy shall be instituted against LESSEE and LESSEE is thereafter adjudicated as bankrupt pursuant to such proceedings; or if a court shall take jurisdiction of LESSEE and its assets pursuant to proceedings brought under the provisions of any federal reorganization act; or if a receiver for LESSEE'S assets is appointed; or if LESSEE shall be divested of its rights, powers and privileges under this Agreement by other opera- tion of law. - 14 - 2. If the LESSEE shall abandon and discontinue operations under this Agreement. 3. If the LESSEE shall default in or fail to make any rental payments at any time and in the amounts required of LESSEE under this Agreement. 4. If the LESSEE shall fail to perform, keep and observe all of the covenants and conditions con- tained in this Agreement to be performed, kept and observed by LESSEE. 5. If the LESSEE shall fail to abide by all appli- cable laws, ordinances and rules and regulations of the United States, State of Texas, City of Lubbock and Director of Aviation of the City of Lubbock. 6. If LESSOR, acting in good faith, finds termina- tion of the rights, privileges and interests of LESSEE acquired under this Lease to be necessary to secure federal financial aid for the develop- ment of the Airport, or development of aeronautical operations thereon. C. In the event the leased premises are damaged by fire or other accidental cause during the term of this Agreement so as to become totally or partially untenantable, LESSOR shall have the option to restore the premises to their former condition. If LESSOR exercises its option to restore the premises, LESSOR shall proceed with due dili- gence. If the damage is so extensive as to practically amount to the total destruction of the utility of the leased premises for the uses expressed in this Agreement, LESSEE'S obligation to pay rent hereunder shall be abated for the time and to the extent that the leased premises have been rendered untenantable. Should LESSOR not exer- cise its option to restore the leased premises, this Lease - 15 - shall terminate, such termination to be effective on the date of damage by fire or other accidental cause, and the rent shall be apportioned to that date. D. Within fifteen (15) days following the date of expiration or termination of this Agreement, LESSEE shall vacate said premises, remove all property of LESSEE and restore the leased premises to as good a condition on such date of expiration or termination as when received, ordinary wear and tear excepted; provided, however, that LESSEE'S right to remove its property is subject to the condition that LESSEE has paid in full all amounts due and owing LESSOR under this Agreement. If, after being requested to do so by LESSOR, the LESSEE shall fail or neglect to remove said property and so restore the leased premises within fifteen (15) days of said expiration or termination, then at the option of LESSOR said property shall either become the property of LESSOR, without compensation therefor, or LESSOR may cause the property to be removed and the leased premises to be restored at the expense of LESSEE, and no claim for damages against LESSOR or its officers, agents or employees shall be created or made on account of such removal and restoration. ARTICLE VI 1. Notices to the LESSOR required or appropriate under this Lease shall be deemed sufficient if in writing and mailed by registered mail with postage prepaid to the Director of Aviation, Lubbock International Airport, Route 3, Box 389, Lubbock, Texas 79401. Notices to the LESSEE required or appropriate under this Lease shall be deemed sufficient if in writing and mailed by registered mail with postage prepaid to the address for steeple Amusements, Inc. d/b/a Miller manufac- turing on file with the Director of Aviation. - 16 - 2. Should LESSOR institute legal action to collect rent due under this Agreement or damages for breach of any covenant made herein, a reasonable sum shall be added to the amount of recovery for attorneys fees together with all costs of court. 3. Both parties hereby agree that this instrument constitutes the final agreement of the parties and that all other pre- vious agreements, leases and contracts between the parties which pertain to the property described herein are hereby declared null and void. ATTEST: Ranxhttmx1kJyA, City Secretary Sally Still Abbe (Acting) A ROVED AS L O�C�ENT: ern E. Case, Director of Aviation APPROVED AS TO 1 Anthony J. ill ams, Assistant City Attorney AJW:js/LSE-SAI.DCC D2-Airport/September 2, 1992 y of November , 1992. LESSEE: STEEPLE AMUSEMENTS, INC. d/b/a 7MLLER NU MAFACTURING BY:yre/ Tit1J¢: ATTEST: Secretary - 17 -