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1993-012-RES WHEREAS, the City of Paris did heretofore by Resolution No. 88-009, authorize Cox Field Fixed Base RESOLUTION NO, 93-012 WHEREAS, the City of Paris did heretofore by Resolution No. 88-009, authorize Cox Field Fixed Base Operator Lease wi th J, B, Richey, Inc., wh ich began on the 8 th day of February, 1988, and expires on the 7th day of February, 1993; and, WHEREAS, said lease contained therein an option for 5 years; and, WHEREAS, J. B. Richey has negotiated a change to paragraph I of Article III, Article IV, paragraphs B & C of Article V and paragraph B of Article VIII, to be included in a new lease, a copy of which is attached hereto as Exhibit A, which new lease covers a primary term of 5 years with a 5 year lease option being given to Lessee; and, WHEREAS, it is deemed to be in the best interest of the citizens of the City of Paris that said lease be approved and executed; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that said Cox Field Fixed Base Operator Lease from J. B. Richey, Inc., in the form of Exhibit A attached hereto, is hereby approved, BE IT FURTHER RESOLVED, that the Mayor of the City of Paris, George Fisher, be, and he is hereby authorized and directed to execute on behalf of the City of Paris, Cox Field Fixed Base Operator Lease attached hereto as Exhibit A. Passed and adopted this 4th day of February, 1993, ~isi~r ATTEST: ~ ~~\. \. ~~~~\~~~ Mattie unning am, City lerk COX FIELD FIXED BASE OPERATOR LEASE THE STATE OF TEXAS I I COUNTY OF LAMAR I KNOW ALL MEN BY THESE PRESENTS: This contracr and lease agreement is made by and between the City of Paris, a municipal corporation located in Lamar County, Texas, acting by and through its Mayor George Fisher, duly authorized, hereinafter called "lessor" and J. B. Richey, Inc., a Texas corporation, Rt. 1, Bex 98, Cooper, Texas 75432, hereinafter called "lessee." \'''!i tnesseth" Whereas, lessor O\vns and operates after called ",drport", localed in the State of Texas, and Cox Field, County of herein- Lama r , Whereas, lessor deems it its operation of the airport privileges, rights, uses and after set out; and advantageous to itself and to to lease unto lessee certain interests therein, as herein- vlhereas, lessee proposes to basis from lesser certain ground of certain privileges, uses and and lease space, rights on a generally net and to avail itself pertaining thereto; Whereas, lessee has indicated a to properly keep and maintain said with standards established by lessor; willingness and ability premises in accordance and Now, therefore, know all men by these presents: ARTICLE I PREMISES, PRIVILEGES A~D CONDITIONS That for and in consideration of the terms, conditions and covenants of this lease to be performed by lessee, all of which lessee accepts, lessor hereby leases to lessee and lessee hereby hires from lessor certain property, together with any improvements thereon, hereinafter called "demised premises", and certain attendant privi leges, uses and rights, as hereinafter specifically set out. A. Description of Premises Demised. The demised premises are 16' by 29' outlined in red on the plat marked Exhibit "A" and 198.4 square feet being the area outlined in red on the plat marked Exhibit "A-I" and the personal property descr ibed on Exhibit "C," all Exhibi ts being attached hereto and incorporated herein for all purposes, B. Description of General Privileges, Uses and Rights, Lessor hereby grants to lessee the following general privileges, uses and rights, in common with others, all at which shell be subject to the terms, conditions and covenants hereinafter set Corth and all of which shall be For the purpose of this lease, "public airport facilities" shall include all necessary landing area appurtenances, including, but not limited to, approach areas, runways, taxiways, public aprons, public automobile parking areas, public roadways, public sidewalks, navigational and avigational aids, lighting facilities, public terminal facil- ities ur other public facilities appurtenant to said airport. (2) The right of ingress to and egress from the demised premises over and across public roadways and airport property serving the airport for lessee, its agents, employees, servants, patrons, invitees, suppliers of service and furnishers of material. (3) Said rights above shall be subject to such ordi- nances, rules and regulations as now or may hereafter have application at the airport. C, Description of Specific Privileges, Uses and Rights. In add i t ion to the general pr i vi leges, uses and rights hereinabove described and without limiting the generality thereof, lessor hereby grants to lessee the right to engage in commercial aviation activities, as defined in paragraph d below, subject to the conditions and covenants hereinafter set out. D, Definition of Commercial Aviation Activities and Fixed Base Operation. "Commercial Aviation Activities and Fixed Base Operation" are hereby defined as those activities which involve the sale of aviation services for profit to the general public, Said aviation services shall include: (1) (2) (3) (4) (5) (6) The loading and unloading of lawful activity as incidental any services or operations paragraph. The training on the airport of personnel in the employ of lessee and/or lessee's tenants and sublessees and the training on the airport of members of the general public as students, or otherwise in any art, science, craft or skill pertaining directly or indirectly to aircraft. aircraft in any to the conduct of outlined in this The operation and sale of sightseeing service. The operation and graphy and mapping sale of services. aerial survey, photo- The operation of schools for the instruction of flying, navigation, aerial survey, photography, aircraft design, theory and construction. Subj ec t to the pri or wr it tell approva I of lessor, the under tak i ng of any phase of av ia t ion ac t i v ity in any way contributing to air transportation or aerial navigation. (1) That lessee will abide by and comply wi th all rules, regulations, ordinances and laws pertaining to the use of the airport located at Cox Field, including but not limited to the City of Paris Airport Manual and Federal Aviation Administration rules and regulations pertaining to Cox Field, and in addition thereto will abide by and comply with all ordinances of the City of Par is and all laws of the State of Texas governing citizens and property within the City of Paris. (2) That the lease is subject to all the terms, provisions and conditions of the deed of con- veyance of such premises from the United States of America to the City of Paris, recorded in Book 308, Page 287 Deed Records of Lamar County, Texas, to which reference is made for all purposes. (3) That lessee, his successors or assigns, agrees that in the event facilities are constructed, maintained, or otherwise operated on the said property described in this lease for a purpose for which a Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the lessee shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secre- tary, Part 21, Nondiscrimination in Federally- assisted programs of the Department of Trans- portation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. (4) That lessee, his successors or assigns, agrees that (1) no person on the grounds of race, color or national origin shall be excluded from par- ticipation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color or national origin sball be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effectuation of Title Vl of the Civil Rights Act of 1964, and as said Regulations may be amended. (5) That lessee shall comply with all conditions an requirements established in Department of Trans- portation, Federal Aviation Administration, Grant ARTICLE II Obligations of Lessor A, Clear Title. Lessor covenants and agrees that at and until the granting of this lease it is well seized of the leased premises and has good title thereto, free and clear of all liens and encumbrances having priority over this lease; and that lessor has full right and authority to lease the same as herein set forth. Lessor further covenants that all things have happened and been done to make its granting of said lease effective and lessor warrants to lessee peaceful possession and quiet enjoyment of the leased premises during the term hereof, upon performance of lessee's covenants herein. B. Operation as a Public Airport, Lessor covenants and agrees that during the term of this lease it will operate and maintain the airport and its public airport facilities, as defined hereinabove, as a public airport consistent with and pursuant to the sponsor's assurances given by lessor to the United States Government through the Federal Airport Act, C, Condition and Maintenance of Premises. Upon execution of this agreement, lessor shall not assume respon- sibility or liability as to the condition of the premises and personality demised hereunder and shall not assume responsibility or liability for maintenance, upkeep, or repair necessary to keep said premises in a safe and serviceable condition, and that lessor shall maintain the exterior and the public access areas ot the airport terminal buildings, crash truck and the runway and taxiways, painting and lettering, furnishing of light bulbs, toilet paper, towels, wax, buffer, window panes, paint and buckets, air conditioning filters and other maintenance items to be used by lessee in maintaining the public access areas including but not limited to the terminal. D. Aeronau tical Ac t i v i ty Permi t, Upon tbe execut ion of this agreement, lessees making application for aero- nautical activity permit, and meeting the requirements for such permit the City of Paris will issue such permit or permits. ARTICLE III Obligations of Lessee A. Net Lease. Except as herein specifically pro- vided, the use and occupancy of the demised premises by lessee shall be without cost or expense to lessor, It shall be the sole responsibility of lessee to keep the terminal building clean, at lessee's sole cost and expense. B. Minimum Hours of Operation. Lessee shall maintain FBO and fuel sales operation from 8:00 A.M. to Sundown year round, except that on days in which inclewent weather eliminates the likelihood for further airpor~ services for D, Minor Repair and Refurbishing. Lessee shall inform the airport manager of proposed refurbishing, repair and minor improvements none of which threaten the structural integrity of facilities three (3) days in advance of the proposed improvements and such improvements will be disap- proved within 24 hours; otherwise, lessee's proposed improvements may be commended and completed. E, Maintenance, Lessee shall, at its sole cost and expense, maintain all the premises demised hereunder, and the improvements and appurtenances thereto, in a presentable condition consistent with good business practice in a safe, neat, sightly and good physical condition. Lessee shall repair all damages to said premises caused by its employees, patrons, or its operation thereon; shall maintain and repair all equipment listed on Exhibit C, attached hereto, except as herein otherwise specifically provided, reasonable wear and tear and casualty by fire or the elements. F, Commercial Aviation agrees that any commercial premises shall be conducted courteous manner. Lessee activity on the airport, Operations by Lessee. Lessee aviation operations on the in a proper, efficient and agrees to promote aviation Lessee further agrees that all said services shall be furnished on a fair, equal and nondiscriminat.ory basis to all users thereof, and that only fair, reasonable and nondiscriminatory prices for each unit of sale or service will be charged. G. Trash, Fire Extinguishers, 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 caused as a result of the operation of its business, Lessee shall provide and use suitable covered metal receptacles for all such garbage, trash and other refuse in his area. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner on or about the demised premises shall not. be permit ted, Lessee shall also condition readily accessible and 0 f a type approved by ticular hazard involved. provide and maintain in proper fire extinguishers in a number fire underwriters for the par- H. Air Crash And Rescue Services, Lessee shall provide air crash and air rescue services utilizing the crash truck provided by lessor with lessee performing routine maintenance thereon and with lessor performing heavy maintenance and repair. Lessee will furnish one person with crash rescue training and will be responsible for all cost of certification process, with lessor furnishing supple- mental fire training through City of Paris Fire Department. I, Signs, Lessee shall not maintain upon the outside of any improvements or elsewhere on the demised premises any billboards or advertising signs without the prior written consent of the airport manager, Flashing lighted signs ARTICLE IV Term of Leasehold Term. The term of this lease shall be for a period of 5 years commencing February 8, 1993, and ending February 7,1998. If lessee exercises and performs clll of its duties and obligations hereunder during the term hereof, then upon applying in writing not less than six (6) months nor more than nine (9) months before the end of the said term, lessee shall have an option for a term of five (5) years beginning February 8, 1998, and ending February 7, 2003, with the lease for such additional period to be on the same terms and conditions as the initial term. ARTICLE V RENTAL FEE A. Flowage Fee in Lieu of Rental for Ground and Equipment. As annual ground and equipment rental for real and personalty shown on Exhibit "A", "B" and "c" attached hereto Lessee shall pay to Lessor a fuel flowage fee as follows: From To Ga lIons Fee per Ga lIon 0 135,000 $ .05 135,000 200,000 .06 200,000 250,000 .07 250,000 300,000 ,08 300,000 Infinity .09 B, Time of Payment. All fuel flowage fees sha 11 be paid on or before the third day of the month following the month in which the sale was made. C. Payment for Office Rental. The 196.4 square feet of office space described on Exhibit A-I attached hereto is leased to LESSEE at the monthly rate of $53.00, which shall be paid monthly on or before the 3rd day of the month following the month for which the same is due. ARTICLE VI Insurance, Indemnification and Performance Security A. Fire Insurance. During the full term of this lease, lessee shall, at its sole cost and expense, cause all improvements constructed by it on the demised premises to be kept insured to the full insurable value thereof against the perils of explosion, fire and like perils. Said insurance shall be procured from a company authorized to do business in the State of Texas and Satis- factory to lessor, and lessee shall provide evidence satis- factory to lessor that such coverage has been procured and is being maintained, and shall contain a provision or renewal of such Insurance least thirty (30) days after been delivered to lessor, tha t no change, cance lla t ion shall take effect until at notice thereof in writing has B. Indemnification. Lessor shall stand indemnified by lessee as herein provided. Lessee is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and lessor shall in no way be responsible therefor. Lessee covenants and agrees to indemnify, hold harmless and defend, at its expense, lessor, its officers, agents, servants or employees from and against any and all claims or suits for damages or injury, including death, to any and all persons or property, of whatsoever kind or character, arising out of or incident to the leasing, use, occupancy, or maintenance of the premises by lessee, its officers, agents, employees, patrons, contractors, subcontractors, licensees or invitees; and lessee does hereby assume all liability and responsi- bility of lessor, its officers, agents, servants, and employees for any and all claims or suits for damages or injuries, including death, to any and all persons or property, of whatsoever kind or character, whether real or asserted, occurring during the term of this lease in con- nection with the use, occupancy or maintenance of the premises by lessee, its officers, agents, employees, patrons, contractors, subcontractors, licensees or invitees; and lessee hereby indemnifies and holds harmless lessor for any and all damage or destruction to lessor's property arising out of the acts or omissions of lessee, its officers, agents, employees, contractors, subcontractors, licensees, invitees, or patrons. Lessee shall pay promptly when due all bills or charges for construction or main- tenance as well as any other amounts due for material, services and labor furnished in connection herewith, and shall indemnify lessor for nonpayment of same, Lessee shall indemnify lessor against any and all mechanics' and materialmen's liens or any other type of claims or liens imposed upon the premises demised hereunder arising as a result of lessee's conduct or inactivity. C. Public Liability Insurance, Lessee shall maintain in force throughout the terms of this lease and any exten- sion thereof public liability insurance for personal injury or death and property damage in a minimum sum of One Million and NollOO dollars ($1,000,000.00) arising out of anyone accident or other cause and furnish lessor a certificate thereof, specifically noting thereon that lessor is an additional insured, D. Third Party Excess Liability Insurance. Lessee shall require of the petroleum product supplier a policy of third party excess liability insurance in the minimum amount of Five Million and No/IOO dollars ($5,000,000,00) and that such supplier furnish to lessee who will in turn furnish to lessor a certificate thereof. E, Workers' Compensation Insurance. Lessee shall maintain in force throughout the terms of this lease and any extension thereof a policy of Workers' Compensation Insurance lease, or shall deposit with the lessor copies of said policies. Said policies or certificates shall contain a provision that written notice of cancellation or of any material change in said policy by the insurer sha 11 be delivered to lessor thirty (30) days in advance of the effective date thereof. F. Landlord's Lien, Lessee hereby gives, grants and pledges unto lessor a contractual landlord's lien upon all proper ty, tang i ble or i ntang i ble, and proper ty rights belonging to lessee now or at any time hereafter placed in or upon the demised premises to secure the prompt payment of all rentals and fees and the performance of any 6r all covenants and obligations to be kept and performed by lessee hereunder. ARTICLE VII Cancellation Assignment and Transfer A. Cancellation by Lessor. This lease shall be subject to cancellation by lessor in the event lessee shall: (1) Be in arrears in the payment of the whole or any part of the amounts agreed upon hereunder for a period of fifteen (15) days after the time such payments become due, (2) Make a voluntary or involuntary assignment for the benefit of creditors, (3) File a voluntary petition in bankruptcy. (4) Abandon the demised premises. (5) Default in the performance of any of the material covenants, and conditions required herein. In any of the aforesaid events, lessor shall give lessee written notice of such breach or default, an lessee shall immediately correct same. If within thirty (30) days from the date of such notice, the breach or default com- plained of shall not have been corrected, then and in such event, lessor shall have the right {:o declare this lease immediately terminated as to the balance of the term herein, and may forcibly, if necessary, reenter and take immediate possession of the demised premises and remove or seize lessee's effects under the preference lien granted to secure performance of lessee's obligations hereunder without being deemed guilty of any nature of trespass; provided, however that in the event that subsections (2) and/or (3) occur, lessor shall not be required to give written notice to lessee, but lessee shall have thirty (30) days from the occurrence of said event to correct same, This lease, or a copy hereof, shall be sufficient warrant for any person. All rental due hereunder shall be payable to said date of termination. ll, Assignment and Transfer, ass igned in whole or in par t by written consent of lessor and without such prior written consent This lease shall not be lessee without the pr ior any attempted assignment shall be void. C. Suspension of Lease. During the time of war or national emergency, lessor shall have the right to lease the landing area at any part of said airport to the United States Government for military or naval use, If any such lease is executed, any provisions of this instrument which are inconsistent with the provisions of the lease to the government shall be suspended, Nothing contained in this lease shall prevent lessee from pursuing any rights which lessee may have for reimbursement from the United States Government for the taking of any part of this leasehold or for any loss or damages caused to lessee by the United States Government, ARTICLE VIII Rights Upon Termination A, Upon termination of this lease other than under Article VII, paragraph A hereof, lessee shall immediately remove all personal property from the demised premises and return the premises and improvements thereon to lessor in a good state of repair. Any property remaining on the prem- ises after termination shall, at lessor's sole option, become the property of lessor or same may be removed and/or disposed of in any manner deemed appropriate by lessor, Lessor shall not be liable in any manner for such removal and/or disposal; and the cost and expense of such removal and/or disposition shall be paid by lessee. B, Purchase of Equipment. Lessor and Lessee acknowl- edge that this lease arises from a prior Cox Field fixed base operator lease between the City of Paris, a municipal corporation, and between the City of Paris and Saber Aviation has heretofore been assigned to J, B. Richey, Inc, and that to further cffect and maintain the rights of the City of Paris as set forth in the Saber lease, Lessee, J, B. Richey, Inc., does acknowledge that under the prior lease, an does grant under this lease, a right to the City of Paris to repurchase the 1972 International jet fuel truck on the following terms: Until March 11, 1994--$12,000,00; On March 12, 1989--$9,500,00,00; On March 12, 1990--$6,500.00; On March 12, 1991 and any subsequent years--$6,000.00, In the event J. B, Richey, Inc. fails to perform as required in this contract, then the Lessor shall repurchase said fuel truck paying therefore the price established by said above described schedule which recognizes a final salvage value of $6,000.00. Lessee does further, in order to effectuate the lease, agrees to deliver the title to the fuel truck to the City of Paris or to show the City of Paris as a lienholder thereon. establishment thereof are excluded from this lease, to-wit: (1) Taxi ground transportation for hire. (2) News. (3) Barber and valet service. (4) Alcoholic beverage sales, B. Attorney's Fees. In any action brought by for the enforcement of the obligations of lessee, shall be entitled to recover interest and reasonable ney's fees, if successful in the action. lessor lessor attor- C. Subordination of Lease. This lease shall be subordinated to the provisions of any existing or future agreement between lessor and the United States relative to the operation or maintenance of the airport, the execution of which has been or may be required as a condition prece- dent to the expenditure of federal funds for the development of the airport. D, Paragraph contained herein are are not intended to vision of this lease. Headings, for the define or The paragraph headings convenience in reference and limit the scope of any pro- E. Notices. Notices to lessor provided for herein shall be sufficient if sent by certified mail, postage prepaid, addressed to airport manager, Cox Field, P. D. Box 9037, Paris, Texas 75461-9037, and notices to lessee if sent by certified mail, postage prepaid, addressed to J, B. Richey, Inc., c/o J, B, Richey, Route 1, Box 98, Cooper, Texas 75432 or to such other addresses as the parties may designate to each other in writing from time to time, F. Successors and Assigns. All of the terms, cove- nants and agreements herein contained shall be binding upon and shall inure to the benefit of successors and assigns of the respective parties hereto, G, Venue. The venue of any action brought on this contract shall lie in Lamar County, Texas. Executed at Paris, Lamar County, Texas, this 4th day of February, 1993. CITY OF PARIS By George Fisher, Mayor ATTEST: Mattie Cunningham, City Clerk ATTEST: Jeanette Richey, Secretary J. B. RICHEY, INC. By: J. B. Richey, Owner