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1998-153-RES WHEREAS, CITY COUNCIL DID HERETOFORE ON THE 4TH DAY RESOLUTION NO. 98-153 WHEREAS, the City Council of the City of Paris did heretofore, on the 4th day of February, 1993, in Resolution No. 93-012, authorize the execution of the Cox Field Fixed Base Operator Lease with J. B. Richey, Inc. for a primary term of five (5) years with a five (5) year lease option given to Lessee; and, WHEREAS, due to the construction of the new airport terminal, it is deemed appropriate that the Cox Field Fixed Base Operator Lease be revised; and, WHEREAS, the form of Cox Field Fixed Base Operator Lease Agreement between the City of Paris, Paris, Texas, and J. B. Richey, Inc., attached hereto as Exhibit A, should, in all things, be approved, and the City Manager, Michael E. Malone, should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the form of Cox Field Fixed Base Operator Lease Agreement, attached hereto as Exhibit A, be, and the same is hereby, approved; and, BE IT FURTHER RESOLVED, that the City Manager, Michael E. Malone, be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the Cox Field Fixed Base Operator Lease Agreement with, under the terms and conditions and in the form shown in Exhibit A, attached hereto. PASSED AND ADOPTED this 9th day of November, 1998. I; Charles H. Neeley, Mayor ATTEST: lw.~\.() Mattie Cunningham, City Clerk APPROVED AS TO FORM: jtate of wexas g g Grounty of 1Jlamar g i(nnw AU flen iy wqese 'resents: FIXED BASE OPERATOR LEASE AGREEMENT TIDS LEASE AGREEMENT is made this 9th day of November, 1998, by and between the CITY OF PARIS, PARIS, TEXAS, a municipal corporation, acting by and through its City Manager, Michael E. Malone, duly authorized, hereinafter referred to as LESSOR, and 1. B. RICHEY, INC., acting through its President, J. B. Richey, and Vice-President, Jerry Richey, duly authorized, hereinafter called LESSEE. WIT N E SSE T H: It is the desire of LESSEE to act as a Fixed Base Operator at Cox Field, the Municipal Airport of the City of Paris, Paris, Texas, and to perform all necessary functions and services as such in conformity to the Standards For Aeronautical Activities On Cox Field as may be amended from time to time in Chapter 6, Article II of the Code of City Ordinances for the City of Paris. It is the desire of the LESSOR for the LESSEE to act as Fixed Base Operator at Cox Field in conformity with the Standards For Aeronautical Activities On Cox Field and the terms of this agreement. IN CONSIDERATION HEREOF, it is hereby mutually agreed between LESSOR and LESSEE as follows: Article I DUTIES OF LESSOR 1. LESSOR guarantees LESSEE access to the leased premises at all times during the term of this lease. r.XHIBIT A 2. LESSOR shall provide suitable retail, office, and storage space for LESSEE in connection with and for the operation of LESSEE's business operations as a Fixed Base Operator for the Municipal Airport of the City of Paris, Paris, Texas. 3. LESSOR shall maintain and repair the terminal building wherein the leased premises of the LESSEE is located, excepting only as provided by other provisions of this agreement. 4. LESSOR shall provide trash collection through the City of Paris Department of Public Works for the premises in accordance with the general collection policies as set out by the City of Paris. 5. LESSOR shall maintain aviation fuel storage facilities meeting all applicable local, state and federal regulations for such facilities. 6. LESSOR shall provide a Cable or Satellite Television Service for weather purposes and the needs of the traveling public and pilots. LESSEE shall be allowed to connect to such service, providing that LESSEE shall pay any and all costs of such connection. 7. There exists a "private hangar" known as the "Wren Hangar," the grounds of which are leased from the City of Paris. LESSOR grants to LESSEE the right of first refusal at such time as the Wren Hangar Lease is terminated or expires. LESSEE shall be given written notice of such termination or expiration and shall have thirty (30) days from receipt of the notice in which to initiate lease negotiations. No response from LESSOR shall be deemed a refusal of a lease of the Wren Hangar. FBO Lease. Page 2 2 Article II DUTIES OF LESSEE 1. LESSEE shall furnish and supervise the sale of aviation petroleum products and ramp service operations. LESSEE shall receive all the proceeds, rebates and all other compensations paid for such services, and be responsible for the bookkeeping and accounting for such. LESSEE agrees that all public aeronautical services furnished shall be on a fair, equal and not unjustly discriminatory basis, and to charge fair and not unjustly discriminatory prices for each unit or service; provided that the LESSEE may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reduction to volume purchasers. 2. LESSEE shall maintain at least one truck with aviation or jet fuel dispensing equipment meeting all applicable local, state and federal regulations for such trucks and equipment. 3. LESSEE shall pay to the LESSOR, or order, at the City Hall in the City of Paris, an agreed rental in advance, promptly and without neglect, default or delay. The rental amount is based upon fair market value, being ten dollars ($10.00) per square foot annually, and prorated monthly. The Fixed Base Operator space shall include a retail sales area, an office, and a storage room, all three of which are three hundred sixty (360) square feet more or less. The calculated sum is Three Thousand Six Hundred Dollars ($3,600) annually to be paid at Three Hundred Dollars ($300) monthly. 4. LESSEE assures that no person shall on the grounds of race, creed, color, national origin or sex be excluded from participating in any employment activities covered in 14 C.F.R. part 152, Subpart E. LESSEE assures that no person shall be excluded on these grounds from FBO Lease - Page 3 3 participating in or receiving the services or benefits of any programs, and that they will require assurances from their sub-organizations, as required by 14 C.F.R. Part 152, Subpart E, to the same effect. LESSEE, in exercising any of its rights or privileges herein granted to it, shall not on grounds of race, color or national origin, discriminate or permit discrimination against any person or group of persons in any manner prohibited by Part 21 of the Regulations of the Secretary of Transportation. LESSOR retains the right to take such action as needed, or as the United States or State of Texas may direct, to enforce this nondiscrimination covenant. 5. LESSEE will operate the business of Fixed Base Operator in compliance with all applicable Federal and State laws and regulations, as well as the Code of Ordinances of the City of Paris, including, but not limited to all conditions and requirements established in the U.S. and Texas Departments of Transportation and the Federal Aviation Administration. 6. LESSEE shall pay to LESSOR a Fuel Flowage Fee within ten (10) days after the last day of each calendar month in the amount of five cents ($0.05) per gallon of aviation fuel sold. LESSEE shall provide necessary documentation of fuel sales if requested. 7. LESSEE shall take good care of the leased premises and be responsible and make good to LESSOR all injuries and damages to the same caused by LESSEE or those under him and will deliver same to LESSOR at the expiration or termination of this lease in as good condition as when completed, usual wear and tear alone excepted; and LESSEE will, upon expiration of this lease, peaceably yield up to LESSOR all and singular the premises and all future erections, additions or repairs to or upon same, in good repair, including but not limited to hangar buildings, storage buildings, permanent installation of equipment and FBO Lease - Page 4 4 fixtures and fences. 8. LESSEE shall allow the LESSOR's Airport Manager or Representative to enter upon and into the leased premises and every part thereof at all times for the purpose of inspecting and examining the condition thereof. 9. LESSEE will not assign this lease or sublet the leased premises or any part thereof without the written consent of the LESSOR first had and obtained. 10. LESSEE agrees to indemnify, save, keep and hold harmless LESSOR from and against any and all demands, debts, liabilities, suits, claims and causes of action of every kind and character whatsoever for damage or injuries to persons and/or property occurring on the leased premises resulting from LESSEE's, his invitees, agents, servants or employees' use, and LESSOR shall not be liable for LESSEE, his invitees, agents, servants, employees or visitors due to the improvements located thereon, or hereafter constructed, or any other condition of the premises improperly constructed, maintained or being or becoming out of repair, LESSEE hereby waiving any defects therein and agrees to hold and save LESSOR harmless from all claims from any such damages or injuries, and LESSEE must at all times during the term of this agreement, and any extensions thereof, keep and maintain in full force and effect a policy or policies of insurance providing at least $100,000 per person and $300,000 for any single occurrence for bodily injury or death and $10,000 for any single occurrence for injury to or destruction of property, indemnifying all persons for any and all damages, personal injuries or property damages sustained in or upon the premises of said leased property, or any part thereof, as the result of the negligence of LESSEE, his invitees, agents, servants or employees, and shall pay all premiums due thereon when due. It is FBO Lease - Page 5 5 expressly provided that such insurance policy or policies shall and must be written and issued by a reputable insurance company or companies, subject to approval by the City Attorney of the City of Paris, and LESSEE or his insurance carrier or carriers shall deliver a copy of any such policies to the City Clerk of the City of Paris, or furnish to the City Clerk a current letter or certificate from such company or companies, evidencing the fact that such insurance is in full force and effect at all times during this lease and any extension thereof. 11. LESSEE shall provide and maintain in proper condition readily accessible fire extinguishers in a number and of a type approved by fire underwriters for the particular hazard involved. 12. LESSEE shall provide air crash and air rescue services utilizing the crash truck provided by LESSOR with LESSOR performing maintenance and repair. LESSEE will furnish one person with crash rescue training with LESSOR furnishing fire training through the City of Paris Fire Department Supplemental Training Program. Air Crash and Rescue Services shall be required in the absence of City Fire and Rescue personnel. Should City Fire and Rescue unit(s) be available on the scene, LESSEE shall be required to make themselves available for assistance if requested. Article III TERM OF AGREEMENT 1. The initial term of this agreement shall be ten (10) years from the effective date of this agreement. 2. LESSEE shall have the option to extend this agreement for a five (5) year period at the expiration of the initial term. LESSEE shall notify LESSOR at least ninety (90) days prior to the expiration of the initial term of his desire for an extension. Upon LESSEE's notice FBO Lease. Page 6 6 for extension the rental payment as contemplated in Article II, Paragraph 1 shall become negotiable for the extension term. 3. LESSEE shall be granted the right to extension a total of two (2) times. The maximum period of time of this agreement including all extensions shall not be more than twenty (20) years from the effective date. Article IV DISPUTE RESOLUTION 1. Should LESSEE default in, or fail or refuse to keep any of the covenants, conditions, stipulations and/or provisions herein contained, notice thereof shall be given in writing to LESSEE by LESSOR's Airport Manager or Representative, giving LESSEE thirty (30) days to correct such discrepancy, and in the event such default, failure or refusal is not corrected within the thirty day period, a second notice in writing by certified mail, affording a hearing before the Airport Advisory Board on a day certain shall be given to LESSEE by LESSOR's Airport Manager or Representative. After affording LESSEE such hearing the Airport Advisory Board shall recommend to the City Council that the lease continue or be terminated, and thereafter the City Council shall take such action as it deems necessary and appropriate. 2. The controlling law and venue for any dispute that should arise out of this agreement shall be that of Lamar County, Texas. 3. If a dispute should arise over the covenants or benefits of this agreement, the parties agree to submit the issue( s) in dispute to mediation. FBO Lease - Page 7 7 Article V MISCELLANEOUS PROVISIONS 1. This lease is subject to all the terms, provisions and conditions of the deed of conveyance of such premises from the United States of America to the City of Paris, recorded in Volume 308, Page 287 ofthe Deed Records of Lamar County, Texas, to which reference is made for all purposes. 2. LESSEE will not use or permit the use of the premises or any part thereof for any purpose which is determined dangerous or hazardous to the airport operation by the Airport Manager or Representative. 3. The LESSOR may, at its option, terminate this lease as the entire tract, or any part thereof, which may be necessary, in the event the LESSOR desires to use the property, or any portion thereof, for necessary municipal functions, such as extension of runways or erection of other airport facilities. In the event of either of the above contingencies the City shall give LESSEE a ninety (90) day notice in writing of its intention to so utilize the tract, or any portion thereof, for the above specified purposes. 4. The provisions and conditions of this lease are binding on and the benefits herein inure to the heirs, administrators and executors of LESSEE. 5. This Agreement shall be subordinate to and subject to the provisions of present and future agreements between the City of Paris and the United States, the Federal Aviation Administration or other state or federal agencies. This Agreement shall further be subordinate to and subject to any present or future Federal, State or local law, rule, regulation, ordinance or order. LESSEE agrees to assist LESSOR in compliance with all FBO Lease - Page 8 8 such matters and to do nothing to jeopardize the LESSOR or place the LESSOR in default or breach of such matters. 6. In case anyone or more of the provisions contained in the Agreement shall for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of the Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been included in the Agreement. 7. This Agreement constitutes the entire agreement between the parties. No agreements, representations or warranties other than those specifically set forth in this Agreement shall be binding on any of the parties unless set forth in writing and signed by both parties. Article VI EFFECTIVE DATE The effective date of this agreement is December 1, 1998. Article VII EXECUTION EXECUTED ON the dates shown in acknowledgments below. CITY OF PARIS, LESSOR: By: Michael E. Malone, City Manager ATTEST: Mattie Cunningham, City Clerk FBO Lease - Page 9 9 APPROVED AS TO FORM: Scott P. Foster, City Attorney J. B. RICHEY, INC., LESSEE: By: 1. B. Richey, President By: Jerry Richey, Vice President STATE OF TEXAS ~ ~ COUNTY OF LAMAR ~ BEFORE ME, the undersigned authority, on this day personally appeared Michael E. Malone, City Manager of the City of Paris, Paris, Texas, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9th day of November, 1998. Notary Public, State of Texas STATE OF TEXAS ~ ~ COUNTY OF LAMAR ~ BEFORE ME, the undersigned authority, on this day personally appeared 1. B. Richey, President, and Jerry Richey, Vice-President, of 1. B. Richey Inc., known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purposes and consideration therein expressed and in the capacity therein stated. FBD Lease. Page 10 10 GIVEN UNDER MY HAND AND SEAL OF OFFICE this _day of November, 1998. Notary Public, State of Texas FBO Lease - Page 11 11