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HomeMy WebLinkAboutResolution - 2771 - Lease Agreement - Cone Taylor Aviation - Operations, Executive Terminal LIA - 03/10/1988HW:dw RESOLUTION Resolution #2771. March 10, 1988 Item 21 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 Space Lease Agreement by and between the City of Lubbock and Cone Taylor Aviation, Inc., for space in the executive terminal of Lubbock International Airport, 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 this 10th day of March , 1988. ' B. C. MCMINN, MAYOR ATTEST: , City Secretary APPROVED AS TO CONTENT: Marvin Coffee, DireVqff of Aviation APPROVED AS TO FORM: Harold Willard, Assistant City Attorney Res. #2771 THE STATE OF TEXAS S KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK S SPACE LEASE - EXECUTIVE TERMINAL THIS AGREEMENT, entered into at Lubbock, Texas, by and be- tween the City of Lubbock, hereinafter referred to as "Lessor," and Cone Taylor Aviation, Inc., hereinafter referred to as "Lessee," acting by and through its officers hereunto duly autho- rized. WITNESSETH WHEREAS, Lessor owns and operates a public airport desig- nated as Lubbock International Airport and herein called "Air- port;" and WHEREAS, Lessee is a corporation primarily engaged in com- mercial aviation, retail sales and the general activities of fixed base operation and aircraft sales and has executed a Fixed Base Operator Agreement with the City of Lubbock in order to do business; and WHEREAS, Lessee now desires to lease space in the executive terminal at the Lubbock International Airport from which to also conduct its business; NOW THEREFORE: ARTICLE I For and in consideration of the covenants and conditions herein contained and other valuable consideration, the Lessor au- thorizes the Lessee to exercise the rights, powers and privileges hereinafter set forth and does hereby lease to the Lessee the premises hereinafter described and being: Four hundred sixty (460) square feet of floor space in the executive terminal of the Lubbock International Airport, the exact location of such space to be determined by Lessor's Director of Aviation. The term of this Agreement shall be for a period of three (3 ) years, commencing on the 1st day of September 1987, and ending on the 16th day of July , 1990, both dates inclusive, unless sooner terminated as herein pro- vided. ARTICLE II In consideration of the rights and privileges herein granted, Lessee shall pay to the Lessor a rental of TWO THOUSAND SEVEN HUNDRED THIRTY-TWO AND 40/100 DOLLARS ($2,732.40) for this Lease in monthly payments in advance by the tenth (10th) day of each month in which this Lease is effective, such monthly pay- ments being TWO HUNDRED TWENTY-SEVEN AND 70/100 DOLLARS ($227.70). All payments that become due and payable by Lessee shall be made to the City of Lubbock at the office of the Director of Avi- ation, 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 activities for which it was chartered as a corporation. 2. Lessee's right to conduct business within the ex- ecutive terminal at the Lubbock International Airport shall be nonexclusive. 3. Lessee, at its.own expense,.shall be responsible for securing all permits, clearances, rights-of-way and other matters necessary to conduct business in a lawful man- ner. 4. Lessee agrees to maintain the leased premises, at Lessee's sole cost and expense, in a clean and presentable condition consistent with good business practice. 5. 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 Lease Agreement. 6. Lessee agrees that Lessor shall have and Lessee hereby grants to Lessor a contractual landlord's lien on all Lessee's property'of whatsoever nature placed in or upon the leased premises, such lien to guarantee the payment of any - 2 - and all arrearages arising under this Lease Agreement. Lessee further agrees to sign a financing statement 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, additions or alterations which Lessee installs, adds or uses on the Leased premises. 7. Lessee will erect no signs and will distribute no advertising in the Airport without the prior written consent of the Director of Aviation. Such prior written consent shall not be required for advertising placed by Lessee with Ackerley Airport Advertising, Inc. or any other party having the right to sell, rent or offer airport terminal advertis- ing space. 8. All of Lessee's business operations and solicita- tions will be confined to the leased premises. 9. The Lessee shall not bind or attempt to bind the Lessor for payment of any money in connection with installa- tions, 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 premises or any improvements, equipment, machinery or fix- tures thereon belonging to the Lessor, and Lessee expressly agrees that it will keep and save the premises and 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. In the event any mechanic's or other liens or or- ders for payment shall be filed against the premises or im- provements thereon, or the property of Lessor located thereon, during the term of this Lease Agreement, Lessee shall within ten (10) days cause the same to be cancelled and discharged of record by bond or otherwise, at the elec- tion and expense of Lessee, and shall also defend on behalf - 3 - 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. 11. Lessee agrees to control all access to the air op- erations area -(AOA) through its leased area 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 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 its operations or facilities neces- sary to maintain Airport security and prevent reoccurrence of any unauthorized entry. 12. Failure of the Lessee to comply with any require- ment of these paragraphs 9, 10 or 11 shall be cause for im- mediate termination of this Lease Agreement by Lessor. 13. Lessor shall assume no responsibility as to the condition of the leased premises and shall not assume re- sponsibility for maintenance, upkeep or repair necessary to keep the premises in a safe and serviceable condition. 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 regulations pertain- ing to the Lubbock International Airport. 2. 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 part or all of the landing area, the publicly -owned air nav- igation facilities, and other areas or facilities of the Airport; and if any such agreement is executed, the provi- - 4 - sions of this instrument, insofar as they are inconsistent with the provisions of the agreement with the United States, shall be suspended, but rent hereunder shall abate propor- tionately. 3. This Agreement shall be subordinate to the provi- sions of any existing or future agreement between Lessor and the United States relative to the operation and maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of fed- eral 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 lease or substantially destroy the commercial value of Lessee's rights under this Agreement, the Lessor shall not be held liable therefor, but rent here- under shall abate 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 devel- opment of the Airport, or the development of aeronautical operations thereon, but rent hereunder shall abate propor- tionately. 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 dam- aged 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, - 5 - pay to the Lessor money in any amount deemed sufficient by the Lessor to compensate for the loss sustained by the Lessor by reason of the loss of, damage to or destruction of such property. 7. The Lessee shall be deemed to be an independent contractor and operator and solely responsible to all par- ties for its respective acts or omissions and Lessor shall in no way be responsible therefor. 8. The Lessee agrees to indemnify, defend and forever save harmless the Lessor, its authorized agents, representa- tives and employees, from and against any and all penalties, liability, annoyances or loss resulting from claims or court action of any nature arising directly or indirectly out of any acts or omissions of the Lessee, its agents, servants, employees or business visitors under this Agreement. 9. The Lessee shall maintain at all times, at its sole expense, insurance with an insurance underwriter ac- ceptable to the Lessor and authorized to do business in the State of Texas, and which insures Lessee against claims of public liability and property damage resulting from Lessee's business activities at the Airport. The amount of insurance coverage shall be not less than ONE HUNDRED THOUSAND AND N0/100 DOLLARS ($100,000.00) for property damage as a result of any one event; or less than ONE HUNDRED THOUSAND AND NO/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 in- jury or death of two (2) or more persons in any one event. Certificates of insurance or other satisfactory 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 so worded as to insure ten (10) days notice to the Lessor of cancellation or modifica- tion of coverage. MIM 10. Lessee shall furnish to the Lessor satisfactory evidence that Lessee carries Workers' Compensation Insurance in accordance with the laws of the State of Texas. 11. The Lessee shall assume all responsibility for the payment of all taxes and assessments, license fees and pub- lic 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 execu- tion 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 fur- nished 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. 12. Lessee, its agents and employees will not discrim- inate 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 its facili- ties provided for the public, in any manner prohibited by the Federal Aviation 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 em- ployee 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 ap- plicants are employed, and that employees are tested 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, demo- - 7 - tion, 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 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 dis- crimination, 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 commissions, and to contracts with any partnership, corporation or other or- ganization in which officers or employees have an interest. Lessee certifies no person having an interest in this con- tract is an officer or employee of the City of Lubbock or any of its agencies, boards and commissions. 16. Lessee warrants that it has not employed any per- son employed by the Lessor to solicit or secure this Lease Agreement in exchange for a commission, percentage, broker- age 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 unreasonably 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 8 - Lessee's obligation with respect to such failure of perfor- mance shall continue in full force and effect. 19. Lessee shall provide at its sole expense for the adequate sanitary handling and disposal away from the Air- port of all trash, garbage and other 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 Lease Agreement without any written renewal or extension 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) days written notice is given to the non -terminating party. Rental due hereunder shall be payable only to the effective date of said termination. A. The Lessee may terminate upon the happening of any of the following: 1. The permanent abandonment of the Airport as an air terminal. 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, per- formed 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. - 9 - 4. The assumption by the United States Government, or any authorized agency of 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 insti- tuted 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 pro- ceedings brought under the provisions of any federal reorga- nization act; or if a receiver for Lessee's assets is ap- pointed; or if Lessee shall be divested of its rights, pow- ers and privileges under this Agreement by other operation of law. 2. If the Lessee shall abandon and discontinue opera- tions under this Agreement. 3. If the Lessee shall default in or fail to make any payments at any time and in the amounts required of Lessee under this Agreement. 4. If the Lessee shall fail to perform, keep and ob- serve all of the covenants and conditions contained in this Agreement to be performed, kept and observed by Lessee. 5. If the Lessee shall fail to abide by all applica- ble laws, ordinances and rules and regulations of the United States, State of Texas, City of Lubbock and Director of Avi- ation of the City of Lubbock. 6. If Lessor, acting in good faith, finds termination of -the rights, privileges and interests of Lessee acquired under this Lease to be necessary to secure federal financial aid for the development of the Airport, or development of aeronautical operations thereon. - 10 - C. In the event the executive terminal at the Lubbock In- ternational Airport is damaged by fire or other accidental cause during the term of this Lease Agreement so as to become totally or partially untenantable, Lessor shall have the option to re- store the premises to their former condition. If Lessor exer- cises its option to restore the premises, Lessor shall proceed with due diligence. If the damage is so extensive as to amount practically to the total destruction of the utility of the leased premises for the uses expressed in this Lease Agreement, Lessee's .obligation to pay rent hereunder shall abate for the time and to the extent that the premises have been rendered untenantable. Should Lessor not exercise its option to restore the premises, this Lease 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 expira- tion 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 Lease 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 ac- count of•such removal and restoration. ARTICLE VI I. 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 reg- istered mail with postage prepaid to the address for Cone Taylor Aviation, Inc. on file with the Director of Aviation. 2. Should Lessor institute legal action to collect rentals due under this Lease Agreement or damages for breach of any covenant made herein, a reasonable sum shall be added to the amount of recovery for attorney's fees together with all costs of court. 3. Both parties hereby agree that this instrument consti- tutes 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. EXECUTED this the 10th day of March LESSOR: CITY OF LUBBOCK C .O _ • _ BY : r �K2t� . C. MdbtfNN, MAYOR ATTEST': Ranette Boyd. City Secretary APPROVED AS~'TO CONTENT: 1 Marvin Coffee, rect r of Aviation APPROVED AS TO FORM: 491� Ra-rold Willard, Assistan City Attorney , 1987. LESSEE: CONE TAYLOR AVIATION, INC. BY: z A- le, Title: ATTEST: Secretary 12 -