HomeMy WebLinkAbout09 - Appendix B - Sample Lease AgreementsAppendix B
Sample Lease Agreements
APPENDIX C SAMPLE LEASE AGREEMENT
"SAMPLE LEASE AGREEMENT"
GEORGETOWN AIRPORT
T- HANGAR/STORAGE LOT AGREEMENT
[TENANT NAME]
ARTICLE I - PREMISES 1
ARTICLE II - TERM OF LEASEHOLD 1
2.01 Term 1
2.02 Mutual Right of Cancellation for Convenience 1
2.03 Holding Over 1
2.04 National Emergency 2
ARTICLE III - RENTAL 2
3.01 Rental 2
3.02 Commencement of Rental 2
3.03 Adjustment of Rental 2
3.04 Time of Payment 2
3.05 Security Deposit 2
3.06 Unpaid Rent, Fees and Charges 2
3.07 Modification Charge 2
3.08 Place of Payment 3
ARTICLE IV - OBLIGATIONS OF LESSOR 3
ARTICLE V - OBLIGATIONS OF LESSEE 4
5.01 Permitted Uses 4
5.02 Uses Not Permitted 4
5.03 Storm Water Discharge 4
5.04 Storage of Hazardous Materials 4
5.05 Maintenance of Leased Premises 4
5.06 Environmental Compliance 4
5.07 Environmental Remediation 5
ARTICLE VI - INSURANCE AND INDEMNIFICATION 6
6.01 Liability Insurance 6
6.02 Authorized Insurance Companies and Certificates of Insurance 6
6.03 Indemnification 6
ARTICLE VII - EXPIRATION, CANCELLATION, ASSIGNMENT AND TRANSFER 7
7.01 Cancellation 7
7.02 Repossessing and Reletting 7
7.03 Assignment and Transfer 8
7.04 Landlord's Lien 8
7.05 Subleasing 8
ARTICLE VIII - GENERAL PROVISIONS 8
8.01 Time is of the Essence 8
8.02 Notices 8
8.03 Attorney's Fees 9
8.04 Agreement Made in Idaho 9
8.05 Cumulative Rights and Remedies 9
8.06 Interpretation 9
8.07 Agreement Made in Writing 9
8.08 Paragraph Headings 9
8.09 Severability 9
8.10 Successors and Assigns 9
8.11 Rules and Regulations 9
8.12 Right of Entry without Notice 10
8.13 Right of Entry with Notice 10
8.14 Effective Date 10
GEORGETOWN AIRPORT
T- HANGAR LEASE /STORAGE LOT AGREEMENT
[TENANT NAME]
THIS LEASE AGREEMENT entered into this DATE day of MONTH, YEAR between the City of
Georgetown (Lessor) and [TENANT NAME] (Lessee);
WITNESSETH:
In consideration of the mutual covenants and agreements herein set forth, Lessor and Lessee agree and
covenant as follows:
ARTICLE I - PREMISES
Subject to and on the terms, conditions, covenants, agreements and undertakings hereinafter set forth,
Lessor does hereby demise and lease to Lessee and Lessee does hereby lease from Lessor the following described
real property located in Williamson County, Texas:
T- Hangar /Storage Location # [T- HANGAR LOCATION]
The said property is further described on Exhibit "A" attached hereto and hereinafter referred to as the
"Premises" or "Leased Premises."
ARTICLE II - TERM OF LEASEHOLD
2.01 Term. This Lease shall be on a month to month basis, commencing on the DATE day of
MONTH, YEAR.
2.02 Mutual Right of Cancellation for Convenience. This Lease may be canceled by either Lessee or
Lessor by the delivery of written notice of the intent to cancel. The notice of cancellation must be delivered a
minimum of thirty (30) days prior to the effective date of cancellation.
2.03 Holding Over. It is agreed and understood that any holding over by Lessee of the Leased
Premises at the expiration or the cancellation of this Lease shall operate and be construed as a tenancy from
month to month at a rental of one and one -half times the current monthly rental, and Lessee shall be liable to
Lessor for all loss or damage on account of any holding over against Lessor's will after the expiration or
cancellation of this Lease, whether such loss or damage may be contemplated at this time or not. No receipt or
acceptance of money by Lessor from Lessee after the expiration or cancellation of this Lease or after the service
of any notice, after the commencement of any suit, or after final judgment for possession of the Premises, shall
reinstate, continue or extend the terms of this Lease or affect any such notice, demand or suit or imply consent for
any action for which Lessor's consent is required or operate as a waiver of any right of the Lessor to retake and
resume possession of the Premises.
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2.04 National Emergency. In the event the rights and privileges hereunder are suspended by reason of
war or other national emergency, the term of this Lease shall be extended by the amount of the period of such
suspension.
ARTICLE III - RENTAL
3.01 Rental. The monthly rental rate will be $ [MONTHLY RENTAL RATE].
3.02 Commencement of Rental. Payment of rental by Lessee to Lessor as aforesaid shall commence
on the effective date of this lease, which is [INSERT DATE].
3.03 Adjustment of Rental. The rental rate for leased units shall be adjusted on October 1 of each year
based upon the annual percentage increase of the June "Consumer Price Index" — the Revised Consumer Price
Index for All Urban Consumers (CPI -U) published by the Bureau of Labor Statistics of the United States
Department of Labor for U.S. City Average, All Items (1982 -84 = 100) or, if this Index is discontinued, any other
renamed national index covering metropolitan areas. Written notice shall be provided to Lessee at least thirty (30)
days prior to the adjustment. Under no circumstances shall the rental rate be increased greater than 5% above the
previous year nor shall it be less than the rent payable for the previous year.
3.04 Time of Payment. The monthly rental payments shall be paid in advance on or before the first
day of each and every month during the term of this Lease, without notice from the City.
3.05 Security Deposit. Contemporaneously with the execution of this Agreement, Lessee will deposit
the sum of $[MONTHLY RENTAL RATE] as a security deposit to serve as a guarantee that Lessee will comply
with all of the covenants and conditions of this Agreement. In the event Lessee breaches any of the terms,
covenants or conditions of this agreement, Lessor may at Lessor's option perform such term, covenant or
condition, or cause the same to be performed, and any cost or expense incurred by Lessor, (including reasonable
compensation for Lessor's time spent in performing said breached term, covenant or condition), may, at Lessor's
option, be paid from said security deposit, and Lessee agrees to immediately, upon Lessor's demand, replenish the
security deposit to restore it to its original amount. Nothing in this Paragraph, including the amount of security
deposit required, shall be construed as a limit or waiver of damages incurred by Lessor as a result of any breach of
this Agreement by Lessee.
3.06 Unpaid Rent, Fees and Charges. Any installment of rent, fees, or other charges or monies
accruing under any provisions of this Lease that are not received by Lessor by the 10th day of the month in which
payment is due, shall accrue a late charge at the rate of one dollar ($1.00) per day from the date when the same
was due according to the terms of this Lease until paid by Lessee.
3.07 Modification Charge. In the event Lessee requests, and Lessor approves, an amendment or
modification of the Lease, Lessee shall, in its next rental payment, include a $100 fee for administrative expenses
related to the development, review, and approval of the amendment.
address:
3.08 Place of Payment. All rental payments provided herein shall be paid to Lessor at the following
ARTICLE IV - OBLIGATIONS OF LESSOR
Lessor agrees that upon Lessee's payment of rent and performance of all of the covenants, conditions, and
agreements herein set forth, Lessee shall and may peaceably and quietly have, hold, and enjoy the Premises
hereby demised for the terms hereby provided. Lessor has no knowledge, nor any reason to believe, that there is
any legal impediment to its full right to enter into this lease and perform its obligations hereunder, and to do so
throughout the Lease term.
Lessor shall provide electrical power, one (1) light fixture and one (1) fire extinguisher. Engine block
heaters may be used by Lessee but space heaters or other equipment or appliances which utilize excessive
amounts of electrical power are not permitted.
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ARTICLE V - OBLIGATIONS OF LESSEE
5.01 Permitted Uses. Lessee will not enter into any business activities on the Leased Premises other
than those stated as follows:
Storage of one Aircraft [AIRCRAFT IDENTIFYING NUMBER]
Lessee must possess an identifiable ownership, lessee, or sublessee legal interest in the stored Aircraft. Lessor
may demand, at any time during the term of the Agreement, written proof of such legal interest. This Agreement
is subject to cancellation if Lessee cannot provide such proof. A failure by Lessee to possess an identifiable legal
interest as described herein for a period longer than ninety (90) days shall constitute cause for default and
cancellation. Lessee shall notify Lessor in writing of any change to the Aircraft stored.
5.02 Uses Not Permitted. The intent of this Lease is that the Leased Premises shall be used for the
storage of one (1) airplane. Other uses of this space including, but not limited to, the following, are specifically
prohibited:
a. Operation of any business.
b. Performance of any maintenance which would require approval by an Airframe and
Powerplant (A & P) mechanic.
c. Storage of any recreational vehicles such as motor homes, camping trailers, boats,
snowmobiles, etc.
d. Storage of any furniture, equipment, or other personal belongings not associated with the
routine care and maintenance of the stored aircraft.
e. Performance of any painting and paint- stripping. Performance of any fabric work.
f. Overnight camping or any residential use.
g. Storage of any refuse or trash.
5.03 Storm Water Discharge. Lessee shall not perform washing or cleaning of the Leased Premises or
its contents including the aircraft which produces or discharges runoff residue which mixes or may mix with
storm water sources or perform any washing or cleaning which may cause discharges in violation of local, state,
and Federal guidelines, regulations or laws.
5.04 Storage of Hazardous Materials. Chemicals and /or petroleum based products (including glue,
solvents, and oil) shall be kept in the manufacturer provided container and shall not be stored in quantities larger
than one case of quart sized containers or one gallon of individual product. Larger quantities of chemicals and /or
petroleum based products must be approved, in writing, by Airport Manager or his designated representative.
5.05 Maintenance of Leased Premises. Lessee shall keep and maintain the Leased Premises in a good
state of repair and cleanliness.
5.06 Environmental Compliance. Lessee shall comply with all Federal, State and Local environmental
laws, rules and regulations with regard to the Leased Premises, including its use and activity on the Leased
Premises and for any environmental response or remedial activities. If Lessee fails to comply with any applicable
environmental laws, Lessor, may enter the premises and take all reasonable and necessary measures, at Lessee's
sole expense, to insure compliance with environmental laws. In the event of a release or a threatened release of
any fuels, oil, grease, lubricants, or other hazardous materials, hazardous wastes or other contaminants into the
environment relating to or arising out of Lessee's use or occupancy of the Leased Premises, or in the event of any
claim, demand, action or notice is made against the Lessee regarding Lessee's failure or alleged failure to comply
with any environmental laws, Lessee immediately shall notify Lessor in writing and shall provide Lessor with
copies of any written claims, demands, notices or actions so made.
5.07 Environmental Remediation. Lessee shall undertake such steps to remedy and remove any
hazardous materials or hazardous wastes and any other environmental contamination as are caused by Lessee on
or under the Leased Premises, as are necessary to protect the public health and safety and the environment from
actual or potential harm and to bring the Leased Premises into 'compliance with all environmental laws. Such
work is to be performed at Lessee's sole expense after Lessee submits to Lessor a written plan for completing the
work and receives the prior written approval of Lessor which approval shall not be withheld unreasonably.
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ARTICLE VI - INSURANCE AND INDEMNIFICATION
6.01 Liability Insurance. Throughout the duration of this agreement, Lessee, at its sole cost and
expense, shall provide and keep in force for the benefit of Lessor and Lessee comprehensive general liability
insurance in the minimum amount specified in Texas Reference
The limits of insurance shall not in any manner impair the obligations of Lessee to indemnify, protect,
defend and hold harmless Lessor as specified in this agreement. Should Lessor become liable for any amount in
excess of those insurance limits as provided herein, Lessee covenants and agrees to indemnify, protect, defend
and hold harmless Lessor from and for all such liabilities, actions, suits, claims, judgments, fines, losses, costs,
expenses or demands for damages, injury or liability with respect to persons or property.
Lessee shall provide Lessor with a Certificate of Insurance evidencing Lessee's compliance with the
requirements of this paragraph; Lessee shall file such proof with the Airport Manager's office.
6.02 Authorized Insurance Companies and Certificates of Insurance. Any insurance policy shall be
written by insurance companies authorized to do business in the State of Texas and shall be written by companies
approved by Lessor, such approval not to be unreasonably withheld. Certificates of insurance shall be delivered
to Lessor at least ten (10) days prior to the effective date of the insurance policy for which the certificate is issued.
Each such certificate shall contain (a) a statement of the coverage provided by the policy; (b) a statement
certifying Lessor to be listed as an additional insured in the policy; (c) a statement of the period during which the
policy is in effect; (d) a statement that the annual premium or the advance deposit premium for such policy has
been paid in advance; and (e) an agreement by the insurance company issuing such policy that the policy shall not
be canceled or reduced in amount for any reason whatsoever without at least fifteen (15) days' prior written notice
to Lessor.
6.03 Indemnification. To the maximum extent permitted by law, Lessee shall protect, defend,
indemnify and hold the City of Georgetown, the Georgetown City Council, the Georgetown Airport and its
officers, and employees completely harmless from and against any and all liabilities, demands, suits, claims,
losses, fines, or judgments arising by reason of injury or death of any person or damage to any property, or arising
out of infringement or damage to intangible property rights of a third -party, including all reasonable costs for
investigation and defense thereof (including, but not limited to attorney fees, court costs, and expert fees), of any
nature whatsoever arising out of or incident to this Lease or Lessee's performance under this Lease or the acts or
omissions of Lessee's officers, employees, agents, contractors, subcontractors, licensees, or invitees regardless of
where the injury, death or damage may occur, unless such injury, death or damage is caused by the sole
negligence of Lessor and regardless of whether or not Lessee is or can be named a party in such litigation. Lessor
shall give Lessee reasonable notice of any such claims or actions. Lessee, in carrying out its obligations
hereunder, shall use counsel reasonably acceptable to Lessor. The provisions of this section shall survive the
expiration or earlier termination of this Lease.
ARTICLE VII - EXPIRATION, CANCELLATION, ASSIGNMENT AND TRANSFER
7.01 Cancellation. This Lease shall be subject to cancellation by Lessor in the event Lessee shall:
a. Be in arrears in the payment of the whole or any part of the amounts agreed upon hereunder for a
period of ten (10) days after Lessor has notified Lessee in writing that payment was not received
when due;
b. Hold over their tenancy beyond this lease and any options expressly identified in this lease;
c. Make any general assignment for the benefit of creditors;
d. Abandon and /or Vacate the Leased Premises;
e. Default in the performance of any of the covenants and conditions required herein (except rental
payments) to be kept and performed by Lessee, and such default continues for a period of thirty
(30) days after receipt of written notice from Lessor to cure such default, unless during such
thirty -day period, Lessee shall commence and thereafter diligently perform such action as may be
reasonably necessary to cure such default;
f. Be adjudged a bankrupt in involuntary bankruptcy proceedings; or
g.
Be made a party to any receivership proceeding in which a receiver is appointed for the property
or affairs of Lessee where such receivership is not vacated within sixty (60) days after the
appointment of such receiver.
h. Failure of Lessee to provide, upon Lessor's demand, written proof of an identifiable ownership,
lessee, or sublessee legal interest in the stored Aircraft for a period longer than ninety (90) days.
In any of the aforesaid events, Lessor may take immediate possession of the Leased Premises including
any and all improvements thereon and remove Lessee's effects, forcibly if necessary, without being deemed guilty
of trespassing.
Failure of Lessor to declare this Lease canceled upon the default of Lessee for any of the reasons set out
shall not operate to bar or destroy the right of Lessor to cancel this Lease by reason of any subsequent violation of
the terms of this Lease.
No receipt or acceptance of money by Lessor from Lessee after the expiration or cancellation of this
Lease or after the service of any notice, after the commencement of any suit, or after final judgment for
possession of the Premises, shall reinstate, continue, or extend the terms of this Lease or affect any such notice,
demand or suit or imply consent for any action for which Lessor's consent is required or operate as a waiver of
any right of the Lessor to retake and resume possession of the Leased Premises.
7.02 Repossessing and Reletting. In the event of default by Lessee hereunder which shall remain
uncured after the required notices have been given pursuant to this Lease, and for such time as provided herein,
Lessor may at once thereafter, or at any time subsequent during the existence of such breach or default:
a. Enter into and upon the Leased Premises or any part thereof and repossess the same, expelling
therefrom Lessee and all personal property of Lessee (which property may be removed and stored
at the cost of and for the account of Lessee), using such force as may be necessary; and
b. Either cancel this Lease by notice or without canceling this Lease, relet the Leased Premises or
any part thereof upon such terms and conditions as shall appear advisable to Lessor. If Lessor
shall proceed to relet the Leased Premises and the amounts received from reletting the Leased
Premises during any month or part thereof be less than the rent due and owing from Lessee
during such month or part thereof under the terms of this Lease, Lessee shall pay such deficiency
to Lessor immediately upon calculation thereof, providing Lessor has exercised good faith in the
terms and conditions of reletting. Payment of any such deficiencies shall be made monthly within
ten (10) days after receipt of notice of deficiency.
7.03 Assignment and Transfer. Lessee shall have no right or privilege to assign or transfer this Lease.
7.04 Landlord's Lien. It is expressly agreed that in the event of default by Lessee hereunder, Lessor
shall have a lien upon all goods, chattels, personal property or equipment, save and except delivery vehicles or
rolling stock belonging to Lessee which are placed in, or become a part of, the Leased Premises, as security for
rent due and to become due for the remainder of the Lease term, which lien shall not be in lieu of or in any way
affect the statutory landlord's lien given by law, but shall be cumulative thereof. Lessor agrees that Lessor will
not levy a landlord's lien against any delivery vehicle or rolling stock or any of the goods or property of third
parties in the possession of Lessee, any sublessee or any assignee of the Lessee.
7.05 Subleasing. Subleasing is not allowed.
ARTICLE VIII - GENERAL PROVISIONS
8.01 Time is of the Essence. Time is and shall be deemed of the essence in respect to the performance
of each provision of this Lease.
8.02 Notices. All notices provided to be given under this Lease shall be given by certified or
registered mail, return receipt requested, postage fully prepaid, addressed to the proper party at the following
addresses:
LESSOR:
LESSEE: [TENANT NAME]
[MAILING ADDRESS]
[CITY, ST ZIP]
Any notice so given shall be deemed properly delivered, given, served, or received on the date shown for
delivery or rejection on the return receipt. Any party may change the address to which notices shall thereafter be
given upon five (5) days prior written notice to all other parties in the manner set forth in this paragraph.
8.03 Attorney's Fees. If either party brings any action or proceedings to enforce, protect or establish
any right or remedy under the terms and conditions of this Lease, the prevailing party shall be entitled to recover
reasonable attorney's fees, as determined by a court of competent jurisdiction, in addition to any other relief
awarded.
8.04 Agreement Made in Texas. The laws of the State of Texas shall govern the validity,
interpretation, performance and enforcement of this Lease. Venue shall be in the courts in Williamson County,
Texas.
8.05 Cumulative Rights and Remedies. All rights and remedies of Lessor here enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise by Lessor of
any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy.
8.06 Interpretation. Words of gender used in this Lease shall be held and construed to include any
other gender, and words in the singular shall be held to include the plural and vice versa unless the context
otherwise requires.
8.07 Agreement Made in Writing. This Lease contains all of the agreements and conditions made
between the parties hereto and may not be modified orally or in any manner other than by agreement in writing
signed by the parties hereto or their respective successors in interest.
8.08 Paragraph Headings. The Table of Contents of this Lease and the captions of the various articles
and sections of this Lease are for convenience and ease of reference only, and do not define, limit, augment or
describe the scope, context or intent of this Lease or any part or parts of this Lease.
8.09 Severability. If any provision of this Lease is found by a court of competent jurisdiction to be
illegal, invalid, or unenforceable, the remainder of this Lease will not be affected, and in lieu of each provision
which is found to be illegal, invalid, or unenforceable, there will be added as part of this Lease a provision as
similar to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
8.10 Successors and Assigns. All of the terms, provisions, covenants and conditions of this Lease
shall inure to the benefit of and be binding upon Lessor and Lessee and their successors, assigns, legal
representatives, heirs, executors and administrators.
8.11 Rules and Regulations. Lessee shall observe all Rules and Regulations governing the conduct
and operation of the Georgetown Airport whether established and promulgated by Lessor, by a political
subdivision of the State of Texas having jurisdiction, by the State of Texas, or by the United States and its
agencies thereof. All laws now in existence, or as herein amended, or hereinafter promulgated and adopted, are
incorporated herein and made a part hereof by reference.
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8.12 Right of Entry without Notice. The Lessor, or its agents and employees may, at all reasonable
times, without notice, enter the Leased Premises to perform inspections and testing of the portable fire
extinguisher as may be required in compliance with NFPA 10: Standard for Portable Fire Extinguishers.
8.13 Right of Entry with Notice. The Lessor, or its agent and employees, at all reasonable times and at
any time in case of emergency, may enter the Leased Premises for any purpose necessary, incidental to, or
connected with the performance of Lessor's or Lessee's obligations under this Agreement or in the exercise of
their duly authorized functions, including, but not limited to, the purpose of lease compliance, safety inspection,
general inspection, repairing, altering or improving the Leased Premises or the building in which the Leased
Premises are located, emergency repairs to utilities systems, or environmental testing. Lessor shall have the right
at all reasonable times to enter the Leased Premises for the purpose of showing the same to any prospective
tenants. Lessor shall provide written notice to Lessee, at the Notice address herein, of any Lessor entry of the
Leased Premises pursuant to this section.
8.14 Effective Date. Regardless of the date signed, this Lease shall be effective as of LEASE
EFFECTIVE DATE.
IN WITNESS WHEREOF, the parties have hereunto set their hands as of this day of
2012.
ATTEST
Notary Public for Texas
Residing at
My commission expires
Seal
LESSOR
CITY OF GEORGETOWN
LESSEE:
(Lessee's Name)
STATE OF
County of
)
)
)
SS.
On this day of , 20_, before me, a Notary Public in and for said State,
personally appeared [TENANT NAME], known to me to be the person who executed the said instrument, and
acknowledged to me that he executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in
this certificate first above written.
Seal
Notary Public for
Residing at
Commission Expires
Standard Lease Agreement
AIRPORT LEASE AGREEMENT
COMMERCIAL OPERATOR
This Lease Agreement is made and executed to be effective as of the
(the "Effective Date ") at Denton, Texas, by and between the City of
Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor ", and
, hereinafter referred to as "Lessee ".
WITNESSETH:
WHEREAS, Lessor now owns, controls and operates the Denton Municipal Airport
(the "Airport") in the City of Denton, County of Denton, State of Texas; and
WHEREAS, Lessee desires to lease certain premises at the Airport and construct and
maintain an aircraft hangar and related aviation facilities thereon;
NOW, THEREFORE, for and in consideration of the promises and the mutual
covenants contained in this Agreement, the parties agree as follows:
I. CONDITIONS OF LEASE AGREEMENT
NOTWITHSTANDING ANY LANGUAGE TO THE CONTRARY HEREINAFTER
CONTAINED, THE LANGUAGE IN PARAGRAPHS A THROUGH D OF THIS
SECTION SHALL BE BINDING.
A. PRINCIPLES OF OPERATIONS. The right to conduct aeronautical and related
activities for furnishing services to the public is granted to Lessee subject to Lessee
agreeing:
1. To furnish said services on a fair, equal and not unjustly discriminatory basis
to all users thereof; and
2. To charge fair, reasonable and not unjustly discriminatory prices for each unit
or service; provided, that Lessee may be allowed to make reasonable and
nondiscriminatory discounts, rebates, or other similar types of price reductions
to volume purchasers.
B. NON-DISCRIMINATION: Lessee, for itself, its personal representatives,
successors, and assigns, as a part of the consideration hereof, does hereby
covenant and agree as a covenant running with the land that:
1. No person on the grounds of race, religion, color, sex, or national origin shall
be excluded from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of said facilities;
2. 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, religion,
color, sex, or national origin shall be excluded from participation in, denied
the benefits of, or otherwise be subjected to discrimination;
3. 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, Nondiscrimi-
nation in Federally assisted programs of the Department of Transportation -
Effectual of Title VI of the Civil Rights Act of 1964, as said Regulations may
be amended.
C. RIGHT OF INDIVIDUALS TO MAINTAIN AIRCRAFT. It is clearly
understood by Lessee that no right or privilege has been granted which would operate to
prevent any person, firm or corporation operating aircraft on the Airport from performing
any services on its own aircraft with its own regular employees (including, but not limited
to, maintenance and repair) that it may choose to perform.
D. NON - EXCLUSIVE RIGHT. It is understood and agreed that nothing herein
contained shall be construed to grant or authorize the granting of an exclusive right within
the meaning of Title 49 U.S.C. Appendix §1349.
E. PUBLIC AREAS.
1. Lessor reserves the right to further develop or improve the landing area of the
Airport as it sees fit, regardless of the desires or views of Lessee, and without
interference or hindrance.
2. Lessor shall be obligated to maintain and keep in good repair the landing area
of the Airport and all publicly owned facilities of the Airport, together with the
right to direct and control all activities of Lessee in this regard.
3. During time of war or national emergency, Lessor shall have the right to lease
the landing area or any part thereof to the United States Government for
military or naval use, and, if such lease is executed, the provisions of this
instrument insofar as they are inconsistent with the provisions of the lease to
the Government, shall be suspended.
4. 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 building or other
structure on or adjacent to the Airport which, in the opinion of Lessor, would
limit the usefulness or safety of the Airport or constitute a hazard to aircraft or
to aircraft navigation. The hangar /office /shop complex as currently proposed
as provided in Section II.D. does not violate this provision.
5. This Lease Agreement shall be subordinate to the provisions of any existing or
Standard Lease Agreement- Page 2
future agreement between Lessor and the United States or agency thereof,
relative to the operation or maintenance of the Airport.
II. LEASED PREMISES
Lessor, for and in consideration of the covenants and agreements herein contained, to
be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease
from Lessor, for the lease term described in Article III, the following described land situated
in Denton County, Texas:
A. LAND. A tract of land, being approximately , drawn
and outlined on Attachment "A ", and legally described in Attachment `B" as Parcel 1, such
attachments being incorporated herein by reference (the "Leased Premises ").
Together with the right of ingress and egress to the Leased Premises; and the right in
common with others so authorized of passage upon the Airport property generally, subject
to reasonable regulations by the City of Denton and such rights shall extend to Lessee's
employees, passengers, patrons and invitees. For purposes of this agreement, the term
"Leased Premises" shall mean all property located within the metes and bounds described
and identified within Attachment "B ", including leasehold improvements constructed by the
Lessee, but not including certain easements or property owned and/or controlled by the
Lessor.
A legal description of the leased premises is not currently attached as Attachment "B ".
Lessee shall deliver to Lessor no later then 30 days after the date of this Agreement a legal
description of the leased premises accurately describing the leased premises that is
acceptable to Lessor. If Lessee fails to do so, Lessor at its option may terminate this
Agreement, in which case it will have no further force and effect. The approved legal
description will be attached to this Agreement as Attachment "B ".
B. IMPROVEMENTS PROVIDED BY LESSOR: NONE: There will be no
improvements provided by Lessor, except as set forth in Article II.E. "Access to Utilities"
below.
The term "Lessor improvements" shall mean those things on or adjacent to the
Leased Premises belonging to, constructed by, or to be constructed by the Lessor. Unless
otherwise noted herein, all Lessor improvements are and will remain the property of Lessor.
All Lessor improvements must be described in detail above, or above referenced and
attached to this Agreement in an exhibit approved by Lessor.
D. IMPROVEMENTS PROVIDED BY LESSEE. On the Leased Premises, Lessee
shall construct a hangar not less than square feet with taxiway access.
Lessee shall also construct appropriate culverts or drainage as required by City
ordinances in the utility right of way south and north of the proposed hangar as well as other
improvements as determined necessary by City ordinances (All above described
improvements to be constructed by Lessee are called the "Lessee's Improvements ").
Standard Lease Agreement- Page 3
Construction of Lessee's Improvements shall be commenced no later than 270 days (the
"Commencement Period ") and completed no later than 720 days after the Effective Date
(the "Construction Period "). Construction of Lessee's Improvements are considered
commenced upon issuance of a building permit and construction of any portion of the
hangar. (Clarify. Above it states they are constructing only a hangar. Need to be
consistent). Construction of Lessee's Improvements are considered complete upon the
issuance of a Certificate of Occupancy for the entire hangar, drainage and utility
improvements are completed. In addition, as a condition precedent to the effectiveness of
this Lease Agreement, within 60 days after the Effective Date of this Lease Agreement,
Lessee shall provide to Lessor (i) a written estimate of the cost to construct Lessee's
Improvements prepared by a contractor who has demonstrated experience in the successful
construction of improvements similar to Lessee's Improvements (the "Construction Cost
Estimate "), (ii) a written schedule of construction to complete Lessee's Improvements, and
(iii) a written loan commitment from a lending institution providing for sufficient funding to
cover the Construction Cost Estimate (called "Conditions Precedent "). Should the
Conditions Precedent not be met either party may terminate this Lease Agreement by giving
the other party written notice, in which case this Lease Agreement shall be null and void
and of no further force and effect. Such termination shall not prevent the Lessee from
submitting a new proposed lease request at a later date. The parties may extend the 60 day
time period if in writing signed by both parties. Lessee is not entitled to take possession of
the Leased Premises under this Lease Agreement until the Conditions Precedent have been
fulfilled.
Notwithstanding anything contained in this Lease Agreement to the contrary, a
failure to commence the Lessee's Improvements within the Commencement Period or
to complete the Lessee's Improvements within the Construction Period may, at the
sole option and discretion of the Lessor, result in the immediate termination and
cancellation of this Lease Agreement upon 30 days written notice of cancellation to
Lessee. In such case Lessee's rights under the Lease Agreement will immediately
cease and be forfeited, and all of Lessee's Improvements shall immediately become the
property of Lessor at no cost, expense or other compensation paid by Lessor to
Lessee; and Lessee shall immediately vacate the Leased Premises.
E. EASEMENTS. Lessor and Lessee by mutual agreement may establish, on the
Leased Premises, easements for public access on roads and taxiways.
F. ACCESS TO UTILITIES. Lessor represents that there are water, sewer and 3-
phase electricity lines within close proximity to the Leased Premises available to "tap -in" by
Lessee, and that the same are sufficient for usual and customary service on the Leased
Premises.
III. TERM
The term of this Lease Agreement shall be for a period of thirty (30) years, com-
mencing on the day of , and continuing through the day
of of , unless earlier terminated under the provisions of the Lease
Standard Lease Agreement- Page 4
Agreement (the "Lease Term "). Lessee has the option to renew for one (1) additional ten
(10) year terms. In order to exercise the first option Lessee must provide written notice to
Lessor of its intent to exercise the first 10 year option no later than 180 day before the
expiration of the 30 year primary term. To exercise the second option such written notice
must be provided no later than 180 days before the expiration of the 10 year option term.
The rental and terms to be negotiated for the option terms shall be reasonable and consistent
with the then value, rentals and terms of similar property on the Airport.
IV. PAYMENTS, RENTALS AND FEES
Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement,
the following payments, rentals and fees:
A. LAND AND RENTAL. Rental shall be due and payable to Lessor in the sum
of $ per square foot or per year (the "Original Rent "), payable in twelve
(12) equal monthly installments in the sum of
in advance, on or before the 1st day of each and every month during the term of this Lease
Agreement. Lessee has the option to pay annual rentals and fees in whole on or before the
1st day of October, at the beginning of the City's fiscal year, each and every year of this
Lease Agreement.
Notwithstanding the foregoing, the annual rental will be reduced by the current lease rate
per square foot, as adjusted by the CPI -U referenced in Section IV.C., times the number of
square feet comprising all easements established in accordance with Article II (D).
B. LESSOR IMPROVEMENTS RENTALS. NONE: There are no Lessor
improvements on the Leased Premises.
C. PAYMENT, PENALTY, ADJUSTMENTS. All payments due Lessor from Lessee
shall be made to Lessor at the offices of the Finance Department of the City of Denton, attn:
Comptroller, 215 East McKinney Street, Denton, Texas, unless otherwise designated in
writing by the Lessor. If payments are not received on or before the 15th day of the month, a
five percent (5 %) penalty will be due as of the 16th. If payments are not received by the
first of the subsequent month, an additional penalty of one percent (1 %) of the unpaid
rental /fee amount will be due. A one percent (1 %) charge will be added on the first of each
subsequent month until the unpaid rental /fee payment is made. The Original Rent for the
Leased Premises shall be readjusted at the end of each one year period during the Lease
Term on the basis of the proportion that the then current United States Consumer Price
Index for all urban consumers (CPI -U) for the Dallas -Fort Worth Bureau of Labor Statistics
bears to the previous odd month index ( ), which was
_ (1982 -84 = 100). Each rental adjustment, if any, shall occur on the day of
, beginning , and every other year thereafter on such date.
The adjustments in the yearly rent shall be determined by multiplying the Original
Rent by a fraction, the numerator of which is the index number for the last month prior to
the adjustment, and the denominator of which is the index number applicable at the
Standard Lease Agreement- Page 5
execution of this Lease Agreement. If the product of this multiplication is greater than
the Original Rent, Lessee shall pay this greater amount as the yearly rent until the time of
the next rental adjustment as called for in this section. If the product of this multiplication
is less than the Original Rent there shall be no adjustment in the annual rent at that time,
and Lessee shall pay the previous year's annual rent until the time of the next rental
adjustment as called for in this section. In no event shall any rental adjustment called for
in this section result in an annual rent less than the previous year's annual rent. The
adjustment shall be limited so that the annual rental payment determined for any given
two -year period shall not exceed the annual rental payment calculated for the previous
CPI adjustment by more than twenty percent (20 %) percent.
If the consumer price index for all urban consumers (CPI -U) for the Dallas -Fort
Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor
Statistics, is discontinued during the Lease Term, the remaining rental adjustments called
for in this section shall be made using the formula set forth above, but by substituting the
index numbers for the Consumer Price Index- Seasonally Adjusted U.S. City Average For
All Items For All Urban Consumers (CPI -U) for the index numbers for the CPI -U
applicable to the Dallas -Fort Worth geographical region. If both the CPI -U for the Dallas -
Fort Worth geographical region and the U.S. City Average are discontinued during the
Lease Term, the remaining rental adjustments called for in this section shall be made using
the statistics of the Bureau of Labor Statistics of the United States Department of Labor that
are most nearly comparable to the CPI -U applicable to the Dallas -Fort Worth geographical
region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to
exist or ceases to publish statistics concerning the purchasing power of the consumer dollar
during the Lease Term, the remaining rental adjustments called for in this section shall be
made using the most nearly comparable statistics published by a recognized fmancial
authority selected by Lessor.
V. RIGHTS AND OBLIGATIONS OF LESSEE
A. USE OF LEASED PREMISES. Lessee is granted the non - exclusive privilege to
engage in owner /operator activities providing the following aviation services:
1. Hangar and Office Space Leasing. Lessee is granted the non - exclusive right to
rent hangar and office space.
2. General Aircraft Maintenance. Lessee is granted the non - exclusive right to
conduct airframe and power plant maintenance services.
3. Aircraft Management Services. Lessee is granted the right to manage aircraft
and flight operations for third parties.
4. Aircraft Sales and Brokerage. Lessee is granted the non - exclusive right to
engage in the sale and/or brokering of aircraft.
5 . Tie -Down Services. Lessee is granted the non - exclusive right to charge for tie-
Standard Lease Agreement- Page 6
down services on Lessee's property.
Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct
any services not specifically listed in this Lease Agreement. The use of the Leased Premises
by Lessee, its tenants, employees, invitees or guests shall be limited to only those private,
commercial, retail or industrial activities having to do with or related to airports and avia-
tion. Except as specifically authorized in this Lease Agreement, no person, business or
corporation may operate a commercial, retail or industrial business upon the Leased
Premises or upon the Airport without a lease or license from Lessor authorizing such
commercial, retail or industrial activity. The Lessor shall not unreasonably withhold
authorization to conduct aeronautical or related services.
B. STANDARDS. Lessee shall meet or exceed the following standards:
1. Address. Lessee shall file with the Airport Manager and keep current its
mailing addresses, telephone numbers and contacts where it can be reached in
an emergency.
2. List. Lessee shall file with the Airport Manager and keep current a list of its
tenants and sublessees.
3. Conduct. Lessee shall contractually require its employees and sublessees (and
sublessee's invitees) to abide by the terms of this Lease Agreement. Lessee
shall promptly enforce its contractual rights in the event of a default of such
covenants.
4. Utilities, Taxes and Fees. Lessee shall meet all expenses and payments in
connection with the use of the Leased Premises and the rights and privileges
herein granted, including the timely payment of utilities, taxes, permit fees,
license fees and assessments lawfully levied or assessed.
5. Laws. Lessee shall comply with all current and future federal, state and local
laws, rules and regulations which may apply to the conduct of business
contemplated, including rules, regulations and ordinances promulgated by
Lessor, and Lessee shall keep in effect and post in a prominent place all
necessary and/or required licenses or permits.
6. Maintenance of Property. Lessee shall be responsible for the maintenance,
repair and upkeep of all property, buildings, structures and improvements,
including the mowing or elimination of grass and other vegetation on the
Leased Premises, and shall keep the Leased Premises neat, clean and in
respectable condition, free from any objectional matter or thing, including
trash or debris. Lessee agrees not to utilize or permit others to utilize areas on
the Leased Premises which are located on the outside of any hangar or
building for the storage of wrecked or permanently disabled aircraft, aircraft
parts, automobiles, vehicles of any type, or any other equipment or items
Standard Lease Agreement- Page 7
which would distract from the appearance of the leased premises. Lessee
agrees that at no time shall the Leased Premises be used for a flea market type
sales operation.
7. Painting of Buildings. During the Lease Term of this Lease Agreement and
during each extension, Lessor shall have the right to require, not more than
once every five years, that the metal exterior of hangar(s) or building(s)
located on the Leased Premises be repainted. The Lessor may require Lessee
to repaint said exteriors according to Lessor's specifications (to specify color
of paint, quality of workmanship and the year and month in which the
hangar(s) or building(s) are to be painted, if needed.) Lessee shall complete
the painting in accordance with such specifications within one (1) year of
receipt of notice from Lessor. Lessee agrees to pay all costs and expense
involved in the hangar or building painting process. Failure of Lessee to
complete the painting required by Lessor, within the one (1) year period shall
constitute Lessee's default under this Lease Agreement.
8. Unauthorized use of Leased Premises. Lessee may not use any of the Leased
Premises for any use not authorized herein unless Lessor gives Lessee prior
written approval of such additional use. Without limiting the foregoing the
Leased Premises shall not be used for the operation of a motel, hotel,
restaurant, private club or bar, apartment house, storage of recreational
vehicles, automobiles, or marine vehicles, or for industrial, commercial, retail,
or other purposes, except as authorized herein.
9. Dwellings. It is expressly understood and agreed that no dwelling or domicile
may be built, moved to or established on or within the Leased Premises nor
may lessee, its tenants, employees, invitees, or guests be permitted to reside or
remain as a resident on or within the Leased Premises or other Airport
premises. . Lessee may have a pilot lounge, including restroom and shower
facilities for use by flight crew and passengers.
10. Quit Possession. Lessee shall quit possession of the Leased Premises at the
end of the Lease Term or any renewal or extension thereof, or upon
cancellation or termination of the Lease Agreement, and deliver up the Lease
Premises to Lessor in as good condition as existed when possession was taken
by Lessee, reasonable wear and tear excepted.
11. Indemnity. Lessee must indemnify, hold harmless and defend the Lessor, its
officers, agents and employees, from and against liability for any and all
claims, liens, suits, demands and /or actions for damages, injuries to persons
(including death), property damage, (including loss of use), and expenses,
including court costs, attorneys' fees and other reasonable costs, occasioned
by or incidental to the Lessee's occupancy or use of the Leased Premises or
the Airport and/or activities conducted in connection with or incidental to this
Lease Agreement, including all such causes of action based on common,
Standard Lease Agreement- Page 8
constitutional or statutory law, or based in whole or in part upon the negligent
or intentional acts or omissions of Lessee, its officers, agents employees,
invitees or other persons. Lessee must at all times exercise reasonable
precautions on behalf of, and be solely responsible for, the safety of its
officers, employees, agents, customers, visitors, invitees, licensees and other
persons, as well as their property, while in, on, or involved in any way with
the use of the Leased Premises. The Lessor is not liable or responsible for
the negligence or intentional acts or omissions of the Lessee, its officers,
agents, employees, agents, customers, visitors and other persons. The Lessor
shall assume no responsibility or liability for harm, injury, or any damaging
events which are directly or indirectly attributable to premise defects, whether
real or alleged, which may now exist or which may hereafter arise upon the
Leased Premises, responsibility for all such defects being expressly assumed
by the Lessee. The Lessee agrees that this indemnity provision applies to all
claims, suits, demands, and actions arising from all premise defects or
conditions.
THE LESSOR AND THE LESSEE EXPRESSLY INTEND THIS
INDEMNITY PROVISION TO REQUIRE LESSEE TO INDEMNIFY
AND PROTECT THE LESSOR FROM THE CONSEQUENCES OF THE
LESSOR'S OWN NEGLIGENCE WHILE LESSOR IS PARTICIPATING
IN THIS LEASE AGREEMENT WHERE THAT NEGLIGENCE IS A
CONCURRING CAUSE OF THE INJURY, DEATH, OR DAMAGE.
NOTWITHSTANDING THE TERMS OF THE PRECEDING
SENTENCES, THIS INDEMNITY PROVISION DOES NOT APPLY TO
ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT AND
LIABILITY WHERE THE INJURY, DEATH, OR DAMAGE RESULTS
FROM THE SOLE NEGLIGENCE OF THE LESSOR OR ANY OF ITS
EMPLOYEES, CONTRACTORS, OR AGENTS, UNMIXED WITH THE
FAULT OF ANY OTHER PERSON OR ENTITY.
12. Chemicals. Lessee agrees to properly store, collect and dispose of all chemicals
and chemical residues; to properly store, confine, collect and dispose of all
paint, including paint spray in the atmosphere, and paint products; and to
comply with all Local, State and Federal regulations governing the storage,
handling or disposal of such chemicals and paints. Further, the Lessee shall be
solely responsible for all discharges, whether accidental or intentional, of any
chemical and for the costs associated with the cleanup, remediation and
disposal of said chemicals.
13. Hazardous Activities. Should Lessee violate any law, rule, restriction or
regulation of the City of Denton or the Federal Aviation Administration, or any
other regulatory authority, or should the Lessee engage in or permit other
persons or agents to engage in activities which could produce hazards or
obstruction to air navigation, obstructions to visibility or interference with any
aircraft navigational aid station or device, whether airborne or on the ground,
Standard Lease Agreement- Page 9
then Lessor shall state such violation in writing and deliver written notice to
Lessee or Lessee's agent on the Leased Premises, or to the person(s) on the
Leased Premises who are causing said violation(s), and upon delivery of such
written notice, Lessor shall have the right to demand that the person(s)
responsible for the violation(s) cease and desist from all such activity creating
the violation(s). In such event, Lessor shall have the right to demand that
corrective action, as required, be commenced immediately to restore the Leased
Premises into conformance with the particular law, rule or aeronautical
regulation being violated. Should Lessee, Lessee's agent, or the person(s)
responsible for the violation(s) fail to cease and desist from said violation(s)
and to immediately commence correcting the violation(s), and to complete said
corrections within twenty -four (24) hours following written notification, then
Lessor shall have the right to enter onto the Leased Premises and correct the
violation(s) at the sole cost and expense of Lessee, and Lessor shall not be
responsible for any damages incurred to any improvements on the Leased
Premises as a result of the corrective action process. In addition, such violation
shall be considered a material default by Lessee authorizing Lessor, at its sole
option and discretion, to immediately terminate and cancel this Lease
Agreement.
C. SIGNS. No signs, posters, or other similar devices ( "Signage ") shall be placed on
the exterior of the Lease Improvements or on any portion of the Leased Premises or Airport
property without the prior written approval of Lessor. Lessee, at its sole expense, shall be
responsible for the creation, installation and maintenance of all such Signage. Lessee shall
pay to Lessor any and all damages, injuries, or repairs resulting from the installation,
maintenance or repair of any such Signage. Any Signage placed on the Leased Premises
shall be maintained at all times in a safe, neat, sightly and good physical condition. All
signage shall be removed from the Leased Premises by Lessee immediately upon receipt of
instructions for removal of same from Lessor, including without limitation, upon expiration
or termination of this Lease Agreement. If Lessee fails to remove the Signage then Lessor
may do so at the sole cost and expense of Lessee. Lessee shall be permitted the right to
place two wall signs, no greater than thirty -two square feet each, identifying the commercial
hangar operation. All signage shall comply with all applicable ordinances including the
City of Denton sign ordinance."
D. ENTRY. Lessor and its designees shall have the right to enter the Leased
Premises upon reasonable advance notice (written or oral) and at any reasonable times for
the purposes of inspecting the Leased Premises, performing any work which Lessor elects
to perform under this Lease Agreement, and exhibiting the Leased Premises for sale,
lease, or mortgage. Nothing in this section shall imply any duty upon Lessor to do any
work, which under any other provision of this Lease Agreement Lessee is required to
perform, and any performance by Lessor shall not constitute a waiver of Lessee's default.
Standard Lease Agreement- Page 10
VI. COVENANTS BY LESSOR
Lessor hereby agrees as follows:
A. PEACEFUL ENJOYMENT. Upon on payment of all rent, fees, and performance
of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee
shall peaceably hold and enjoy the Leased Premises and all rights and privileges herein
granted.
B. COMPLIANCE. Lessor warrants and represents that in the establishment,
construction and operation of the Airport, that Lessor has heretofore and at this time is
complying with all existing rules, regulations, and criteria distributed by the Federal
Aviation Administration, or any other governmental authority relating to and including, but
not limited to, noise abatement, air rights and easements over adjoining and contiguous
areas, over -flight in landing or takeoff, to the end that Lessee will not be legally liable for
any action of trespass or similar cause of action by virtue of any aerial operations of
adjoining property in the course of normal take -off and landing procedures from the
Airport; Lessor further warrants and represents that at all times during the Lease Term, or
any renewal or extension of same, that it will continue to comply with the foregoing.
VII. SPECIAL CONDITIONS
It is expressly understood and agreed by and between Lessor and Lessee that this
Lease Agreement is subject to the following special terms and conditions.
RUNWAYS AND TAXIWAYS. Because of the present thirty thousand (30,000)
pound continuous use weight bearing capacity of the taxiway of Lockheed, Lessee herein
agrees to limit all aeronautical activity including landing, take -off and taxiing, to aircraft
having an actual weight, including the weight of its fuel, of thirty thousand (30,000) pounds
or less, until such time that the runway and designated taxiways on the Airport have been
improved to handle aircraft of such excessive weights. It is further agreed that, based on
qualified engineering studies, the weight restrictions and provisions of this clause may be
adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as
such studies may dictate. "Aeronautical activity" referred to in this clause shall include any
activity of the Lessee or its agents or subcontractors, and its customers and invitees, but
shall not include those activities over which it has no solicitory part or control, such as an
unsolicited or unscheduled or emergency landing. A pattern of violating the provisions of
this section on two or more occasions shall be sufficient to cause the immediate termination
of this entire Lease Agreement and subject Lessee to liability for any damages to the Airport
that might result.
Standard Lease Agreement- Page 11
VIII. LEASEHOLD IMPROVEMENTS
A. REQUIREMENTS: Before commencing the construction of any improvements
on the Leased Premises including Lessee's Improvements (the "Lease Improvements "),
Lessee shall submit:
1. Documentation, specifications, or design work, to be approved by the Lessor,
which shall establish that the improvements to be built or constructed upon the
Leased Premises are in conformance with the overall size, shape, color, quality
and design, in appearance and structure of the program established by Lessor
on the Airport.
2. All plans and specifications showing the location upon the Leased Premises of
the proposed construction and improvements;
3. The estimated cost of such construction.
No construction may commence until Lessor has approved the plans and
specifications and the location of the Lease Improvements, and the estimated costs of such
construction. Approval by the Lessor shall not be unreasonably withheld. Documentary
evidence of the actual cost of construction on public areas only (such as taxiways) shall be
delivered by Lessee to Lessor's City Manager from time to time as such costs are paid by
Lessee, and Lessor's City Manager or designee is hereby authorized to endorse upon a copy
of this Lease Agreement filed with the City Secretary of Lessor such actual amounts as he
shall have found to have been paid by Lessee, and the findings of the City Manager when
endorsed by him upon said contract shall be conclusive upon all parties for all purposes of
this Lease Agreement.
No later than 30 days after completion of the Lease Improvements, Lessee shall
submit to Lessor detailed as built plans of the Lease Improvements and documentary
evidence acceptable to Lessor evidencing the total cost to construct the Lease Improvements
( "Cost to Construct Lease Improvements ").
B. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS: Lessee is hereby
authorized to construct upon the Leased Premises, at its own cost and expense, buildings,
hangars, and structures, that Lessor and Lessee mutually agree are necessary for use in
connection with the operations authorized by this Lease Agreement, provided however,
Lessee shall comply with all of the requirements of Section VIII.A., above. Such additional
improvements shall be a part of the Lease Improvements.
C. OWNERSHIP OF IMPROVEMENTS: Except as otherwise provided in this
Lease Agreement, the Lease Improvements constructed upon the Leased Premises by
Lessee shall remain the property of Lessee during the Lease Term subject to the following
conditions, terms and provisions:
1. Removal of Buildings. No building or permanent fixture may be removed
Standard Lease Agreement- Page 12
from the Leased Premises.
2. Assumption. The Lease Improvements shall automatically become the
property of Lessor absolutely free, without any cost to Lessor, at the end of the
Lease Term, or any extension thereof
3. Failure to Commence or Complete Lessee's Improvements. The Lease
Improvements shall immediately become the property of Lessor at no cost,
expense, or compensation to Lessee should Lessee fail to commence or
complete the Lessee's Improvements within the Commencement Period or
Construction Period as provided in Section II.D. of this Lease Agreement.
4. Cancellation or Termination. Should this Lease Agreement be canceled or
terminated before the end of the Lease Term, or extension thereof, Lessor shall
have the right to purchase all of the Lease Improvements. In the event of a
cancellation or termination, other then due to a default by Lessee that has not
been cured as provided below, the purchase price shall be equal to the most
recent value of the Lease Improvements as determined by the Denton County
Central Appraisal District ( "Value of the Lease Improvements ") reduced by
1/30 for each year of the Lease Term that has expired as of the date of
termination (the "Purchase Price "). Should the Denton County Central
Appraisal District not determine a separate value for the Lease Improvements,
or should such separate valuation be older than two years, then the Purchase
Price will be determined taking the Cost to Construct the Lease Improvements
reduced by 1/30 for each year the Lease Term has expired as of the date of
termination. If the termination or cancellation is due to a default by Lessee that
has not been cured within 30 days after written notice of default to Lessee,
then the Purchase Price as determined above shall be reduced by 50 %.
However, if Lessee provides written notice to Lessor within said 30 day cure
period that it is impossible to cure such default within said time period, then
the Lessor may consent to an extension of such time to cure, which consent
will not be unreasonably withheld.
IX. SUBROGATION OF MORTGAGEE
Any person, corporation or institution that lends money to Lessee for construction
of any hangar, structure, building or improvement and retains a security interest in said
hangar, structure, building or improvement shall, upon default of Lessee's obligations to
said mortgagee, have the right to enter upon the Leased Premises and operate or manage
said hangar, structure, building or improvement according to the terms of this Lease
Agreement, for a period not to exceed the term of the mortgage with Lessee, or until the
loan is paid in full, whichever comes first, but in no event longer than the Lease Term. It
is expressly understood and agreed that the right of the mortgagee referred to herein is
limited and restricted to those improvements constructed with funds borrowed from
mortgagee, those improvements purchased with the borrowed funds, and those
improvements pledged to secure the refinancing of the improvements.
Standard Lease Agreement- Page 13
X. RIGHT OF EASEMENT
Lessor shall have the right to establish easements, at no cost to Lessee, upon the
Leased Premises for the purpose of providing underground utility services to, from or
across the Airport property or for the construction of public facilities on the Airport.
However, any such easements shall not interfere with Lessee's use of the Leased Premises
and Lessor shall restore the property to the original condition as is reasonable practicable
upon the installation of any utility services on, in, over or under any such easement at the
conclusion of such construction. Construction in or at the easement shall be completed
within a reasonable time.
XI. ASSIGNMENT OF LEASE
Lessee expressly covenants that it will not assign this Lease Agreement, convey more
than fifty percent (50 %) of the interest in its business, through the sale of stock or otherwise,
transfer, license, nor sublet the whole or any part of the Leased Premises for any purpose,
except for rental of hangar space or tie -down space for storage of aircraft only, without the
written consent of Lessor. Lessor agrees that it will not unreasonably withhold its approval
of such sale, sublease, transfer, license, or assignment of the facilities for Airport related
purposes; provided however, that no such assignment, sublease, transfer, license, sale or
otherwise shall be approved if the rental, fees or payments, received or charged are in excess
of the rental or fees paid by Lessee to Lessor under the terms of this lease, for such portion
of the Leased Premises proposed to be assigned, subleased, transferred, licensed, or
otherwise. The provisions of this Lease Agreement shall remain binding upon the
assignees, if any, of Lessee.
XII. INSURANCE
A. REQUIRED INSURANCE: Regardless of the activities contemplated under this
Lease Agreement, Lessee shall maintain continuously in effect at all times during the term
of this agreement, at Lessee's sole expense, the following minimum insurance coverages:
1. Commercial (Public) General Liability covering the Lessee or its company, its
employees, agents, tenants and independent contractors, and its operations on the
airport. Coverage shall be in an amount not less than $1,000,000 per occurrence
and provide coverage for premises /operations and contractual liability AND where
exposure exists, coverage for: products /completed operations; explosion, collapse
and underground property damage.
2. All risk property insurance on a replacement cost basis covering loss or damage to
all facilities used by the Lessee, either as a part of this agreement or erected by the
Lessee subsequent to this agreement. Under no circumstances shall the Lessor be
liable for any damages to fixtures, merchandise or other personal property of the
Lessee or its tenants.
Standard Lease Agreement- Page 14
3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non -
Owned Autos and Hired Cars:
For operation in aircraft movement areas the limit of liability shall be $100,000
per occurrence.
For other operations the limit of liability shall be consistent with the amount set
by State Law.
B. ADDITIONAL COVERAGES: In addition to the above referenced coverages, the
following insurance is required if the activity or exposure exists or is contemplated:
1. Aircraft Fuel/Oil Storage and Dispensing — Comprehensive Commercial (Public)
General Liability shall include coverage or separate coverage shall be provided for
Environmental Impairment Liability.
2. Aircraft Sales or Aircraft Charter and Air Taxi — Aircraft Liability in the amount of
$1,000,000 per occurrence to include Hull Coverage and Liability. In addition,
Passenger Liability in an amount of $100,000 per person (per passenger seat) shall
be provided.
3. Aircraft Rental or Flight Training - Aircraft Liability in the amount of $1,000,000
per occurrence to include Hull Coverage and Liability, Passenger Liability in the
amount of $100,000 per person (per passenger seat) and Student/Renter Liability
covering all users in the amount of $500,000 per occurrence.
4. Specialized Commercial Flying (including crop dusting, seeding, and spraying,
banner towing and aerial advertising, aerial photography and surveying, fire
fighting, power line or pipe line patrol) - Aircraft Liability in the amount of
$1,000,000 per occurrence to include Hull Coverage and Liability. In addition,
Passenger Liability in an amount of $100,000 per person (per passenger seat) shall
be provided.
5. Aircraft Storage, Maintenance and /or Repair - Aircraft Liability in the amount of
$1,000,000 per occurrence to include Hull Coverage and Liability. In addition,
Hanger Keepers Liability in the amount of $500,000 per occurrence shall be
provided.
The requirement for Hangar Keepers Liability shall not apply to individual
owner /operators whose primary use of the hangar space is the storage of their
own aircraft. The requirement does not apply to such individuals
notwithstanding the fact that they may, from time to time, permit the storage of
non -owned aircraft in the hangar space and charge a fee for the storage of such
aircraft so long as such use is in the nature of a rent - sharing agreement rather
than a commercial aircraft storage business.
Standard Lease Agreement- Page 15
C. COVERAGE REQUIREMENTS: All insurance coverages shall comply with the
following requirements:
1. All liability policies shall name the City of Denton, and its officers and employees
as an additional named insured and provide for a minimum of 30 days written
notice to the City of any cancellation or material change to the policy.
2. All insurance required by this Lease Agreement must be issued by a company or
companies of sound and adequate fmancial responsibility and authorized to do
business in the State of Texas. All policies are subject to the examination and
approval of the City's office of Risk Management for their adequacy as to content,
form of protection and providing company.
3. Required insurance naming the City as an additional insured must be primary
insurance and not contributing with any other insurance available to the City
whether from a third party liability policy or other. Said limits of insurance shall in
no way limit the liability of the Lessee hereunder.
4. The Lessor shall be provided with a copy of all such policies and renewal
certificates. Failure of Lessee to comply with the minimum specified amounts or
types of insurance as required by Lessor shall constitute Lessee's default of this
Lease Agreement.
5. During the Lease Term, or any extension thereof, Lessor herein reserves the right
to, with 60 days notice, adjust or increase the liability insurance amounts required
of the Lessee, and to require any additional rider, provisions, or certificates of
insurance, and Lessee hereby agrees to provide any such insurance requirements as
may be required by Lessor; provided however, that any requirements shall be
commensurate with insurance requirements at other public use airports similar to
the Denton Municipal Airport in size and in scope of aviation activities, located in
the southwestern region of the United States.
XIII. CANCELLATION BY LESSOR
In the event that Lessee shall file a voluntary petition in bankruptcy or proceedings
in bankruptcy shall be instituted against it and Lessee thereafter is adjudicated bankrupt
pursuant to such proceedings, or any court shall take jurisdiction of Lessee and its assets
pursuant to proceedings brought under the provisions of any Federal reorganization act,
or Lessee shall be divested of its estate herein by other operation of law; or Lessee shall
fail to perform, keep and observe any of the terms, covenants, or conditions herein
contained, or on its part to be performed, the Lessor may give Lessee written notice to
correct such condition or cure such default and, if any condition or default shall continue
for thirty (30) days after the receipt of such notice by Lessee, then Lessor may terminate
Standard Lease Agreement- Page 16
this Lease Agreement by written notice to Lessee. However, if Lessee provides written
notice to Lessor within said 30 day cure period that it is impossible to cure such default
within said time period, then the Lessor may consent to an extension of such time to cure,
which consent will not be unreasonably withheld. In the event of default, Lessor has the
right to purchase any or all of the Lease Improvements under the provisions of Section
VIII.C.4. hereof.
XIV. CANCELLATION BY LESSEE
Lessee may cancel this Lease Agreement, in whole or part, and terminate all or any of
its obligations hereunder at any time, by thirty (30) days written notice, upon or after the
happening of any one of the following events: (1) issuance by any court of competent juris-
diction of a permanent injunction in any way preventing or restraining the use of the Airport
or any part thereof for airport purposes; (2) the breach by Lessor of any of the covenants or
agreements contained herein and the failure of Lessor to remedy such breach for a period of
ninety (90) days after receipt of a written notice of the existence of such breach; (3) the
inability of Lessee to use the Lease Premises and facilities continuing for a longer period
than ninety (90) days due to any law or any order, rule or regulation of any appropriate
governmental authority having jurisdiction over the operations of Lessor or due to war,
earthquake or other casualty; or (4) the assumption or recapture by the United States
Government, or any authorized agency thereof, of the maintenance and operation of said
airport and facilities or any substantial part or parts thereof.
Upon the happening of any of the four events listed in the preceding paragraph, such
that the Leased Premises cannot be used for aviation purposes, then the Lessee may cancel
this Lease Agreement as aforesaid, or may elect to continue this Lease Agreement under its
terms, except, however, that the use of the Leased Premises shall not be limited to aviation
purposes, their use being only limited by such laws and ordinances as may be applicable at
that time.
Should Lessor close the Airport and relocate the Airport to another location during the
primary term of this Lease Agreement, Lessee shall have the right to relocate its facilities to
the new airport at a suitable location under the same or similar terms of this Lease
Agreement. The cost of relocation of Lessee's facilities will be shared by Lessor and Lessee
in proportion to the number of years remaining on the primary term of this Lease
Agreement. In this regard Lessor will be responsible for 1/30 of the such costs for every
year remaining on the primary term.
XV. MISCELLANEOUS PROVISIONS
A. ENTIRE AGREEMENT. This Lease Agreement constitutes the entire
understanding between the parties and as of its Effective Date supersedes all prior or
independent Agreements between the parties covering the subject matter hereof. Any
change or modification hereof shall be in writing signed by both parties.
Standard Lease Agreement- Page 17
B. BINDING EFFECT. All covenants, stipulations and agreements herein shall
extend to, bind and inure to the benefit of the legal representatives, successors and assigns
of the respective parties hereto.
C. SEVERABILITY. If a provision hereof shall be fmally declared void or illegal by
any court or administrative agency having jurisdiction, the entire Lease Agreement shall not
be void; but the remaining provisions shall continue in effect as nearly as possible in
accordance with the original intent of the parties.
D. NOTICE. Any notice given by one party to the other in connection with this
Lease Agreement shall be in writing and shall be sent by certified mail, return receipt
requested, with postage fees prepaid or via facsimile as follows:
1. If to Lessor, addressed to:
City Manager
City of Denton
215 E. McKinney Street
Denton, Texas 76201
Fax No.940.349.8596
2. If to Lessee, addressed to:
Fax No.:
E. HEADINGS. The headings used in this Lease Agreement are intended for
convenience of reference only and do not define or limit the scope or meaning of any
provision of this Agreement.
F. GOVERNING LAW AND VENUE. This Lease Agreement is to be construed in
accordance with the laws of the State of Texas and is fully performable in Denton County,
Texas. Exclusive venue for any lawsuit to enforce the terms or conditions of this Lease
Agreement shall be a court of competent jurisdiction in Denton County, Texas.
G. NO WAIVER. No waiver by Lessor or Lessee of any default or breach of
covenant or term of this Lease Agreement may be treated as a waiver of any subsequent
default or breach of the same or any other covenant or term of this Lease Agreement.
H. NO AGENCY. During all times that this Lease Agreement is in effect, the parties
agree that Lessee is and shall not be deemed an agent or employee of the Lessor.
Standard Lease Agreement- Page 18
I. FORCE MAJEURE. None of the Parties shall be in default or otherwise liable
for any delay in or failure of performance under this Lease Agreement if such delay or
failure arises by any reason beyond their reasonable control, including any act of God,
any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires,
epidemics, riots, failures or delay in transportation or communications. However, lack of
funds shall not be deemed to be a reason beyond a Party' s reasonable control. The Parties
will promptly inform and consult with each other as to any of the above causes, which in
their judgment may or could be the cause of a delay in the performance of this Lease
Agreement.
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the
Effective Date first above written.
CITY OF DENTON, TEXAS, LESSOR
BY:
GEORGE C. CAMPBELL
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
, CITY ATTORNEY
BY:
BY:
Standard Lease Agreement- Page 19
THE STATE OF TEXAS
COUNTY OF DENTON
§
§
ACKNOWLEDGMENTS
This instrument was acknowledged before me on the day of , 200, by
George Campbell, City Manager of the City of Denton, Texas, on behalf of said
municipality.
THE STATE OF TEXAS
COUNTY OF DENTON
§
§
NOTARY PUBLIC, STATE OF TEXAS
This instrument was acknowledged before me on the day of , 2005 by
NOTARY PUBLIC, STATE OF TEXAS
Standard Lease Agreement- Page 20
DRAFT
LEASE
<Lot >
The parties hereto are the CITY OF ARLINGTON, a municipal corporation of the State of
Washington, (hereinafter "Arlington "), and , (hereinafter "Lessee ").
FOR AND IN CONSIDERATION of the mutual covenants hereinafter contained, there parties
agree as follows:
1. LEASE AND DESCRIPTION. Upon the terms and conditions hereinafter set forth,
Arlington does hereby lease to Lessee and the Lessee does hereby lease from City
those certain premises situated in the City of Arlington, County of Snohomish, State
of Washington, being a part of the Arlington Municipal Airport, according to the map
thereof filed with the City's Clerk, said airport being situated in Sections 15, 16, 21
and 22 Township 31 North, Range 5 East, W.M., and being described as follows:
See legal description and map attached hereto as Exhibit "A" which is incorporated herein by
reference,
Hereinafter called "premises."
2. BUSINESS PURPOSE. The premises are to be used for such purposes as may be
allowed under the zoning restrictions for the premises; provided that no use may be
made of the premises which can or does interfere with use of the airport by aircraft by
reasons of electrical, electronic, or smoke emanations, lighting conditions, height of
any structure or appurtenance, or any use which may attract birds.
3. TERM. The term of this lease shall be for (j years,
commencing , and ending at midnight on . The
lease term may be extended by written agreement of the parties upon terms and
conditions agreed to by both parties
4. RENTAL. The annual rental for the period from through
, shall be paid in advance on the first day of each rental period,
commencing , and shall be mailed or hand delivered to the Airport
Office at 18204 59th Drive N.E., Arlington, Washington 98223, and shall be in the
following amounts:
First Rental Period: the sum of
Second Rental Period: the sum of
Third Through Seventh Rental Period:
An annual sum to be determined by Arlington based upon a
reappraisal of land at the Arlington Municipal Airport (including the lease
premises) by an MAI appraiser employed by Arlington for that purpose. Said sum
shall be computed by the following formula:
DRAFT
R =LRR X N
Where: R= annual rental sum;
LRR = Land Rental Rate, the rate per square foot fixed by the most current
appraisal of land at Arlington Municipal Airport. Appraisal to be conducted by an
MAI appraiser employed by Arlington for valuation of land every 5 years;
N= number of square feet in parcel leased by Lessee.
(a) FUTURE REAPPRAISALS. Arlington anticipates having a professional
reappraisal of the airport land conducted every five years. The reappraisal
shall provide the basis for computation of the rents for the five -year period
thereafter, using the formula as set forth above.
(b) READJUSTMENT AND ARBITARATION
1. The rental sums for the remaining years of the term of this lease
shall be readjusted at the commencement of each five -year term
thereof, if written request for readjustment is given by either party
to the other at least 30 days prior to the commencement of the five -
year period concerning which readjustment is requested. If the
parties cannot agree upon the Land Rental Rate for the five -year
period, the Land Rental Rate for the subsequent five -year Rental
Period shall be established by binding arbitration as provided by
RCW 14.08.120 (5), as now enacted or subsequently amended.
The only issue subject to arbitration is the Land Rental Rate (LRR)
that Arlington has established.
2. Within fifteen (15) days after Lessee's written objection to the
proposed adjusted rent, Lessee and Arlington will each select one
arbitrator. The two selected arbitrators will select a third arbitrator.
If the two arbitrators have not selected a third arbitrator within
thirty (30) days after the last selection of the two, either Lessee or
Arlington will apply to the presiding judge of the Superior Court of
Snohomish County for the appointment of a third arbitrator. Each
arbitrator will hold the MAI designation (or equivalent) with at
least five (5) years commercial, industrial, and /or business park
appraisal experience and will be a Washington State Certified
Appraiser. The three arbitrators will determine the Land Rental
Rate (LRR) thereon, and no other matter. The decision of a
majority of the arbitrators will bind both Lessee and Arlington. At
the conclusion of the arbitration, the arbitrators will submit a
written report to Lessee and Arlington containing their decision.
The costs of the arbitration will be divided equally between Lessee
and Arlington. Each party shall otherwise be responsible for their
own legal, consulting, and other costs.
DRAFT
3. In the event resolution of the rental adjustment is not completed
prior to the commencement of the Rental Period being considered,
Lessee shall, pending resolution of such rental adjustment,
continue to pay Arlington the Rent then in effect and Arlington, at
its option, may elect to require that interest in the amount of twelve
percent (12 %) per annum be payable on any sum due as a result of
a retroactive rental increase determined under the terms of this
lease.
(c) LEASEHOLD EXCISE TAX/PERSONAL PROPERTY TAX. In
addition to the rent, the lessee shall pay to Arlington at the same time the
rent is paid such leasehold excise tax or other taxes as shall have been or
may be lawfully levied by the State of Washington or Snohomish County,
which leasehold excise tax or other tax may rise or fall as rentals increase
or decrease, or as applicable laws may change.
(d) LEASEHOLD EXCISE TAX PROVISIONS. In the event that the Lessee
does not own the improvements as would be stated in the section 1 of the
General Lease Terms and Conditions of this lease, then for the purpose of
compliance with the State of Washington leasehold excise tax law, the
Lessee shall within five days after demand of Arlington furnish to
Arlington all information as to the actual cost of any improvements placed
on the premises by the Lessee (and at least annually during the term of the
Lease to furnish all information as to the actual cost of any improvements
placed on the premises following construction of the building placed
thereon), and if demanded, such information shall be in the form of a
sworn affidavit. It is understood that said information may be furnished to
the Washington State Department of Revenue for the purpose of auditing
and regulating the payment or collection of such tax, and the tax may be
based upon the information furnished. If Arlington shall in the future
determine that it must adopt some other or different method of securing
information to enable it to comply with said law, the Lessee agrees to
cooperate fully and promptly in such manner and to furnish all
information demanded of it, including but not limited to depreciation
schedules used for federal income tax purposes.
(e) LATE CHARGES. There shall be assessed and the Lessee shall pay upon
any installment of rent or portion thereof not paid within 10 days after
such rent installment is due and payable, a late charge penalty for each
month or fraction thereof the rent or portion thereof is not paid equal to
five percent (5 %) of the amount of such rent or portion thereof (plus
accrued late charge penalties, if any) due and payable. The amount of such
late charge penalty shall be added to the amount due each month, and total
thereof shall be subject to a late charge for each succeeding month or
fraction thereof in the amount of five percent (5 %) of the total.
5. GENERAL TERMS AND CONDITION/INCORPORATION BY REFERENCE.
Attached hereto as Exhibit `B" and incorporated herein by this reference is that
document entitled "Arlington Municipal Airport General Lease Terms and
DRAFT
Conditions" (hereinafter "the General Terms and Conditions "). Compliance with said
document is a material element of Lessee's performance under and obligations under
this Lease.
6. ENVIRONMENTAL STATUS. Lessee accepts the property in its present condition.
For purposes of determining the Lessee's compliance with environmental laws as set
forth in Section 11 of the General Terms and Conditions, Lessee warrants that: (a) it
has had the opportunity to inspect the premises and conduct at its expense any and all
studies, environmental audits, or other examinations of the property; and (b) that no
contamination of the soil or other violations of environmental law exists on the site at
the commencement of this Lease.
7. SITE - RELATED TERMS AND CONDITIONS. Development of the premises shall
be consistent with the following site - specific terms and conditions:
7.1 Infrastructure. Tenant shall be responsible, at Tenant's expense, for
constructing any and all necessary infrastructure as part of their development
of the premises to include utilities; landscaping; onsite roads, taxiways and
taxilanes; parking facilities; etc. (Standard)
7.2 Utilities. Tenant shall extend, at Tenant's expense, utilities, including water,
sewer, gas and electrical service to the far property line of the leased
premises. (If Applicable)
7.3 Landscaping. Tenant's responsibilities shall include landscaping of the entire
premises, including along the access road and the frontage along Airport
Boulevard. Landscaping shall be consistent with Airport Standards and City
ordinances. The landscaping along Airport Boulevard shall consist of grass
and deciduous trees planted thirty (30) feet apart and not less than ten (10)
feet tall nor less than 2.5 inches in caliper at the time of planting. The
landscaping requirement shall include the installation of an automatic
sprinkler system with control boxes identical to the control boxes used in the
landscaping to the south. Following installation and acceptance by the City,
maintenance of the irrigation system shall be the responsibility of the City.
(Southwest side Only)
7.4 Access Road/Taxi lanes. Construction of the access road and taxi lanes shall
be as depicted on the site plan submitted to the City and shall include storm
drainage, curbs, gutter, and sidewalks in accordance with City and FAA
standards. Construction of the access road and taxi lanes shall be at the
Tenant's expense. Maintenance of the access road and associated curbs,
gutter and sidewalks after acceptance by the City shall be the City's
responsibility; maintenance of the landscaping, drainage and taxi lanes shall
be the Tenant's responsibility. (Southwest side Only)
7.5 Sidewalks. Consistent with City standards, sidewalks shall be installed by
Tenant at Tenant's expense along Airport Boulevard and along both sides of
the access road. (Southwest side Only)
8. MODIFICATIONS. This lease constitutes the entire agreement between the parties,
and may not be changed or modified except by a written agreement sighed by both
parties.
DRAFT
9. SEVERABILITY. If any term or provision of this lease or the application of any term
or provision to any person or circumstance is declared invalid or unenforceable, the
remainder of this Lease, or the application of the term or provision to persons or
circumstances other than those as to whom it is held invalid or unenforceable, shall
not be affected and will continue in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Lease on the day
of , 20
ATTEST:
Kathy Peterson, City Clerk
CITY OF ARLINGTON
By
Mayor Margaret Larson
<Lessee>
By:
DRAFT
STATE OF WASHINGTON)
: ss
COUNTY OF SNOHOMISH)
On this day of , 20 , before me, the
undersigned, a Notary Public in and for the State of Washington, duly commissioned and
sworn, personally appeared Margaret Larson and Kristin Bonfield, to me known to be the
Mayor and City Clerk, respectively, of The City of Arlington, the municipal corporation that
executed the foregoing instrument and acknowledged the said instrument to be the free and
voluntary act and deed of said municipal corporation, for the uses and purposes herein
mentioned, and on oath stated that they are authorized to execute the said instrument and that
the seal affixed (if any) is the corporate seal of said municipal corporation.
written.
in and for t
Witness my hand and official seal hereto affixed the day and year first above
NOTARY PUBLIC
the State of Washington, residing at
My commission expires:
DRAFT
STATE OF WASHINGTON )
: ss
COUNTY OF SNOHOMISH )
On this day personally appeared before me , to me known to
be the individual described in and who was authorized to execute the within and foregoing
instrument on behalf of said corporation, and acknowledged that he signed the same as his free
and voluntary act and deed for the uses and purposes therein mentioned.
2011.
GIVEN under my hand and official seal this day of ,
Notary Public in and for the State of
Washington, residing at
My commission expires:
Printed Name:
ARLINGTON MUNICIPAL AIRPORT
General Lease Terms and Conditions
1. BUILDING CONSTRUCTION ON PREMISES.
1.1 Any building construction proposed on the premises shall be approved by the
Airport Commission. Any buildings so constructed shall be done strictly in accordance with full plans
and specifications, (including drawings and elevations showing the appearance and color of the finished
building) to be filed with the Airport Office prior to commencing construction. Prior to construction
said plans and specifications shall be approved by and permits issued by Arlington's Building Official.
The building shall be placed upon the lot at the location shown on the plot plan submitted to
Arlington's Building Official, which must be first approved by Arlington's Airport Manager. Any
timber, gravel, or excess soil from this construction shall remain the property of the Lessor and shall
be removed from the site by Lessee to a location determined by the Airport Manager or his designee.
A copy of all "as builts" for the site to include Building, Utility, Drainage and Paving plans shall be
furnished to Arlington Municipal Airport in electronic format in AutoCAD no later than release
version 14 upon completion of construction. All buildings shall be used for the business purpose(s)
set forth in paragraph 2 of this lease.
1.2 If the purpose of the Lease was for the construction of a building, then unless
construction of the building is commenced within two hundred seventy (270) days of the date this
Lease is executed and the initial building completed within one hundred eighty (180) days after
commencement of construction, Arlington shall have the right, upon giving sixty (60) days written
notice to Lessee, to terminate this lease. The time for construction may be extended for the period of
any delay caused to Lessee by any strike, unavailability of materials or work forces, weather, or similar
conditions beyond the control of Lessee.
1.3 It shall be the responsibility of Lessee to secure at Lessee's sole expense all
permits and approvals required for the use of the premises and construction of any building thereon.
As part of the approval process, it shall be the responsibility of the Lessee to submit a completed 7460
Form to the FAA for their review. Lessee must provide proof of FAA approval to Arlington prior to
issuance of the Building Pennit. The height and configuration of any and all buildings shall be subject
to any restrictions caused by existing or future landing, runway, or taxiway requirements of the airport.
Work and /or materials not in accord with the foregoing shall be corrected, removed, replaced, and/or
repaired by Lessee at its expense upon written notice by the Airport Manager or his or her designee.
If such work and /or material is not so corrected, removed, replaced or repaired by Lessee within a
reasonable time of such notice, Arlington may correct, remove, replace and /or repair such work or
material at Lessee's expense, including the costs of utility installation, relocation, or removal required
by the construction and its use and occupancy of the premises.
1.4 All work by Lessee shall be performed in a safe manner both on the leased
premises and with respect to other city property at the airport which might be utilized or affected by
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -1
any activity of Lessee. Work shall be performed so as not to interfere with the use of other airport
property by Arlington, its other tenants, or other users of airport property. During any construction,
Lessee shall keep the leased premises and any other airport property free of waste materials and
rubbish caused by the work. Material and /or equipment shall not be placed or stored upon airport
property other than the leased premises without the prior consent of the Airport Manager or his or her
designee.
1.5 In the event of termination as provided for herein, Arlington may retain all
rents therefor received by it, and all rights of Lessee shall absolutely terminate. In the event at the
effective date of termination pursuant to notice given hereunder any rent is owing by Lessee, Lessee
shall pay said rent (together with leasehold or other tax thereon) within ten (10) days of said effective
date.
1.6 During the lifetime of this lease, all buildings and improvements to the property
shall be the property of Lessee. At the expiration of this lease, Arlington shall have the option in its
sole discretion to accept a deed or other conveyance of the improvements constructed hereunder, or
of requiring Lessee to remove any buildings or other improvements made to the premises and restore
the premises to the same condition as when first leased.
2. CLEARING AND GRADING PREMISES. Lessee shall perfonn at Lessee's own
expense any clearing or grading of the premises required. Grading and clearing shall be done to such
standards and on such grades as Arlington may require. Lessee shall secure any grading permit that
may be required prior to commencement of any grading.
3. REPAIRS. The premises have been inspected and are accepted in their present
condition, and Lessee will at all times keep the premises neat, clean and in a sanitary condition, and
will replace any glass of all broken windows and doors of the building as may become cracked or
broken, and except for reasonable wear and tear and damage by fire or other unavoidable casualty, will
at all times preserve said premises in as good repair as they now are or may hereafter be put to. All
repairs shall be at Lessee's sole cost and expense. Lessee agrees that at the expiration or sooner
termination of this lease Lessee will quit and surrender said premises without notice and in a neat and
clean condition and will deliver to Arlington all keys to all buildings on the premises.
4. UTILITIES. Lessee hereby covenants and agrees to pay all charges for heat, light,
water and sewer, and for all other public utilities which shall be used in or charged against the leased
premises during the full term of this lease. Lessee shall at its cost construct and keep in repair a
suitable lawful sewage system, in accordance with Snohomish County health and sanitary regulations.
Any permits therefor which may be required shall be secured by Lessee at Lessee's expense prior to
installation.
5. WATER SERVICE. Public water has been extended to the premises by Arlington.
Lessee shall pay any connection charges required by city ordinance. Lessee shall be entirely
responsible for the extension into the leased premises of said water for its own and any subtenant's
purposes, and shall pay the entire cost thereof, including but not limited to labor, pipes, meter box, all
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -2
necessary fittings, and the cost of any permits. Prior to installation, Arlington shall approve all plans
and specifications for the water service within the premises to assure that said service meets all
applicable building and other codes, laws, rules and regulations, and shall inspect and approve the
same prior to covering any water lines or appurtenances. Nothing herein shall be construed as
obligating Arlington at any time to make changes in the water service to the premises, such as
increasing the size of the water line.
6. ACCIDENTS — INDEMNITY. All personal property on said leased premises shall
be at the risk of Lessee. Arlington shall not be liable for any damage, either to person or property, sus-
tained by Lessee or others, caused by any defects now in said premises or hereafter occurring therein,
or due to the condition of any buildings hereafter erected to any part or appurtenance thereof
becoming out of repair, or caused by fire or by the bursting or leaking water, gas, sewer or steam pipes,
or from any act or neglect of Arlington, its employees, its elected and appointed officials, tenants or
other occupants of said buildings, or any other persons, including Arlington, or due to the happening
of any accident from any cause in or about said buildings. Lessee covenants to protect, save and
indemnify Arlington, its elected and appointed officials and employees while acting within the scope of
their duties as such, harmless from and against all claims, demands and causes of action of any kind or
character, including the cost of defense thereof, arising in favor of Lessee's employees or third parties
on account of personal injuries, death or damage to property arising out of the premises leased by
Lessee or in any way resulting from the willful or negligent acts or omission of Lessee and/or its agents,
employees or representatives.
7. NO OCCUPANCY OF BUILDING(S) PRIOR TO ISSUANCE OF
CERTIFICATE OF OCCUPANCY. Lessee shall not occupy or use any building hereafter erected
on the premises until a certificate of occupancy thereof shall have been issued by Arlington's Building
Official.
8. CARE OF PREMISES. Arlington shall not be called upon to make any
improvements or repairs of any kind upon said premises and said premises shall at all times be kept
and used in accordance with the laws of the State of Washington, ordinances of the City of Arlington,
rules and regulations and minimum standards of Arlington Municipal Airport and in accordance with
all directions, rules and regulations of the health officer, fire marshal, building official or other proper
officer of any pertinent and authorized public authority, at the sole cost and expense of Lessee. Lessee
will commit or permit no waste, damage or injury to the premises, and at Lessee's own cost and
expense, will keep all drainage pipes free and open and will protect water, heating and other pipes so
that they will not freeze or become clogged, and will repair all leaks, and will also repair all damages
caused by leaks or by reason of Lessee's failure to protect and keep free, open and unfrozen any of the
pipes and plumbing on said premises.
9. LAWS AND REGULATIONS.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -3
9.1 Lessee shall conduct and carry on in said premises only the business for which
said premises are leased, and shall not use the premises for illegal purposes. Lessee shall comply with
all applicable laws, ordinances, codes and airport rules and regulations, and minimum standards both
those in existence at the coininencement of this lease as well as those in existence in the future. Lessee
shall be responsible for securing and maintaining all permits and paying, when due, all costs, fees,
taxes, and other charges or benefits incidental to the lease, construction, and use of the leased
premises.
9.2 Under the requirements imposed upon Arlington as recipient of Federal Aid
Airport Program Grant Funds, the parties agree as follows:
a. Lessee covenants that it will not, in its operation at the Arlington
Airport, on the basis of race, color, creed, or national origin,
discriminate or permit discrimination against any person or group
of persons in any manner prohibited by Parts 15 and 21 of the
Federal Aviation Regulations (49 CFR), and in the event of such
discrimination, Lessee agrees that Arlington has the right to take
such action as the United States Govermnent may direct to enforce
this covenant.
b. With respect to any aeronautical services, Lessee agrees:
(1) To furnish said aeronautical service on a fair, equal, and
not unjustly discriminatory basis to all users thereof, and
(2) To charge fair, reasonable and not unjustly discriminatory
prices for each unit of service, provided, that Lessee may
be allowed to make reasonable and nondiscriminatory
discounts, rebates or other similar types of price
reductions to volume purchasers.
10. LIENS AND INSOLVENCY. Lessee shall keep the leased premises and the
property in which the leased premises are situated free from any liens arising out of any work
performed, materials furnished or obligations incurred by Lessee. If any liens are filed on the
property, Lessee shall promptly discharge the same and shall take all steps required to protect
Arlington's interests, including discharging the lien or placing funds in escrow in an amount acceptable
to Arlington. Lessee shall pay all of Arlington's expenses relating to the filing of liens, including, but
not limited to, Arlington's attorneys fees relating in any way to the lien filing. If Lessee becomes
insolvent, voluntarily or involuntarily bankrupt, or if a receiver, assignee or other liquidating officer is
appointed for the business of Lessee, Arlington may cancel this lease at Arlington's option.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -4
11. ENVIRONMENTAL ISSUES AND HAZARDOUS SUBSTANCES.
Hazardous Substances. The term "Hazardous Substances ", as used in this
Lease, shall include, without limitation, flammables, explosives,
radioactive materials, asbestos, polychlorinated biphenyls (PCBs),
chemicals known to cause cancer or reproductive toxicity, pollutants,
contaminants, hazardous wastes, toxic substances or related materials,
petroleum or petroleum products, and substances declared to be
hazardous or toxic under any law or regulation now or hereafter enacted
or promulgated by any governmental authority.
11.2. Lessee's Restrictions. Lessee shall not cause or permit to occur:
a. Any violation of any federal, state or local law, ordinance, or
regulation now or Hereafter enacted, related to
environmental conditions on, under, or about the Premises
or anywhere on the Airport, or arising from Lessee's use or
occupancy of the Premises or the Airport, including, but not
limited to, soil and ground water conditions; or
b. The use, generation, release, manufacture, refming, production,
processing, storage, or disposal of any Hazardous Substance on,
under, or about the Premises or anywhere on the airport, or the
transportation to or from the Premises or Airport of any
Hazardous Substance, except as specifically disclosed in this Lease.
11.3 Environmental Clean -up.
a. Lessee shall, at Lessee's own expense, comply with all laws
regulating the use, generation, storage, transportation, or disposal of
Hazardous Substances ( "Laws ").
b. Lessee shall, at Lessee's own expense, make all submissions to,
provide all information required by, and comply with all
requirements of all governmental authorities (the "Authorities ")
under the Laws.
c. Should any Authority or any third party demand that a cleanup
plan be prepared and that a cleanup be undertaken because of any
deposit, spill, discharge, or other release of Hazardous substances
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -5
that occurs during the Tenn of this Lease, at or from the Premises
or on the Airport, or which arises at any time from Lessee's use or
occupancy of the Premises or the Airport, then Lessee shall, at
Lessee's own expense, prepare and submit the required plans and
all related bonds and other fmancial assurances; and Lessee shall
carry out all such cleanup plans.
d. Lessee shall promptly provide all information regarding the use,
generation, storage, transportation, or disposal of Hazardous
Substances that is requested by Arlington. If Lessee fails to fulfill
any duty imposed under this Paragraph 11.3 within a reasonable
time, Arlington may do so; and in such case, Lessee shall cooperate
with Arlington in order to prepare all documents Arlington deems
necessary or appropriate to determine the applicability of the Laws
to the Premises and Lessee's use thereof, and for compliance
therewith, and Lessee shall execute all documents promptly upon
Arlington's request. No such action by Arlington and no attempt
made by Arlington to mitigate damages under any Law shall
constitute a waiver of any of Lessee's obligations under this
Paragraph 11.3.
e. Lessee's obligations and liabilities under this Paragraph (3) shall
survive the expiration of this Lease.
11.4 Lessee's Indemnity.
a. Lessee shall indemnify, defend, and hold harmless Arlington, its
elected officials, agents, and employees from all fines, suits,
procedures, claims, and actions of every kind, and all costs
associated therewith (including attorneys' and consultants' fees)
arising out of or in any way connected with any deposit, spill,
discharge, or other release of Hazardous Substances that occurs
during the term of this Lease, at or from the Premises, anywhere
on the Airport as a result of the Lessee's activities and /or involving
Lessee's equipment and /or employees or which arises at any time
from Lessee's use or occupancy of the Premises, or from Lessee's
failure to provide all information, make all submissions, and take
all steps required by all Authorities under the laws and all other
enviromnental laws.
b. Lessee's obligations quid liabilities under this Paragraph 11.4 shall
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -6
survive the expiration of this Lease.
11.5 Compliance With Future Laws.
Lessee shall comply with all federal, state, county, municipal, and other
governmental laws, ordinances, rules and regulations now or hereafter
affecting the Premises, Lessee's business, or any activity or condition on
or about the Premises, including, without limitation, all environmental
laws and any other laws relating to the improvements on the Premises or
the air in and around the Premises (collectively, the "Laws "). Lessee
warrants that its business and all activities to be conducted or performed
in, on, or about the Premises shall comply with all of the Laws. Lessee
agrees to change, reduce, or stop any such activity, or install necessary
equipment, safety devices, pollution control systems, or other installations
at any time during the lease to so comply.
If, during the lease Lessee is required to alter, convert, replace the HVAC
system serving the Premises in order to comply with any of the Laws
concerning indoor air pollution or quality, or in order to meet any
applicable limitation on, standard for, or guideline relating to indoor air
quality or the emission of any indoor air pollutant, including, without
limitation, those adopted by the Occupational Safety and Health
Administration, the American Society of Heating, Refrigeration, and Air
Conditioning Engineers, or the Environmental Protection Agency, Lessee
shall be responsible for paying all costs or any such conversion or
replacement, including without limitation, the purchase and installation of
new equipment, and the alteration of existing HVAC equipment in the
Premises to accommodate any new equipment.
11.6 Reporting Requirements.
Each party agrees to comply with all local, state and federal laws, rules,
regulations or statutes requiring the submission, reporting, or filing of
information about the storage, use, or discharge of chemical or other
substances at the Premises or in the Building, and provide to the other a
full copy of any such filing or report as submitted within 15 days of such
submission. Arlington also agrees to provide Lessee with a copy of any
such filing or report made by any other Lessee in the Building within 30
days of the date Arlington files or receives a copy of such submission.
11.7 Limited Use of Hazardous Substances by Lessee.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -7
L
"Hazardous Substance" means any pollutant, contaminant, toxic or
hazardous waste, dangerous substance, potentially dangerous substance,
noxious substance, toxic substance, flammable, explosive, radioactive
material, urea formaldehyde foam insulation, asbestos, PCBs, or any
other substances the removal of which is required, or the manufacture,
preparation, production, generation, use, maintenance, treatment,
storage, transfer, handling or Ownership of which is restricted, prohibited,
regulated or penalized by any and all federal, state, county, or municipal
statutes or laws now or at any time hereafter in effect, including but not
limited to, the Comprehensive Environmental Response, Compensation,
and Liability Act (42 U.S.C. secs. 9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. secs. 1801 et seq.), the Resource
Conservation and Recovery Act (42 U.S.C. secs. 6901 et seq.), the
Federal Water Pollution Control Act (33 U.S.C., secs. 1251 et seq.), the
Clean Air Act (42 U.S.C. secs. 7401 et seq.), the Toxic Substances
Control Act, as amended (15 U.S.C. secs. 2601 et seq.), the Occupational
Safety and Health Act (29 U.S.C. secs. 651 et seq.),Arlington Airport's
Spill Prevention Control & Countermeasure (SPCC) Plan, and the
Airport Fuel Regulations, as these laws, plans, and regulations have been
amended or supplemented.
The Lessee shall not use in any way, or permit or suffer the use of the
Leased Premises or any part thereof or the Airport in general, to either
directly or indirectly prepare, produce, generate, manufacture, refine,
treat, transport, store, maintain, handle, dispose of, transfer, or process
any Hazardous Substance as defined herein, unless it has received the
prior written consent of Arlington, which may not be unreasonably
withheld.
Any substance which Arlington permits the Lessee to treat, store, transfer,
or dispose of must be done in strict compliance with any and all federal,
state, county, or municipal statutes or laws now or at any time hereafter in
effect, including but not limited to the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. secs. 9601 et seq.),
the Hazardous Materials Transportation Act (49 U.S.C. secs. 1801 et
seq.), the Resource Conservation and Recovery Act (42 U.S.C. secs. 6901
et seq.), the Federal Water Pollution Control Act (33 U.S.C., secs. 1251
et sea.), the Clean Air Act (42 U.S.C. secs. 7401 et seq.), the Toxic
Substances Control Act, as amended (15 U.S.C. secs. 2601 et seq.), the
Occupational Safety and Health Act (29 U.S.C. secs. 651 et seq.),
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -8
Arlington Airport's Spill Prevention Control & Countermeasure (SPCC)
Plan, and the Airport Fuel Regulations, as these laws, plans, and
regulations have been amended or supplemented.
Lessee hereby agrees that the premises may not be used for any purpose
which, in Arlington's sole discretion, exposes the building or those
occupying it to an unreasonable danger of exposure to electromagnetic
rays and /or fields. Breach of this provision by Lessee shall entitle
Arlington, in addition to any other remedies which it may have, to
injunctive relief, it being acknowledged that monetary damages are
insufficient.
11.8 Right to Confirm Lessee's Environmental Compliance.
Lessee shall fully cooperate in allowing, from time to time, such
examinations, tests, inspections, and reviews of the premises as Arlington,
in its sole and absolute discretion, shall determine to be advisable in order
to evaluate any potential enviromnental problems. Arlington expressly
reserves the right to conduct examinations, tests, (including but not
limited to a geohydrologic survey of soil and subsurface conditions),
inspections, and reviews of the premises as Arlington in its sole and
absolute discretion may determine to be necessary.
The right reserved to Arlington in this provision to conduct such
examinations, test, inspections, and reviews of the premises as Arlington,
in its sole and absolute discretion, shall determine to be advisable shall be
exercised by Arlington in a reasonable fashion. More specifically, no such
test shall be conducted during the normal business hours of Lessee,
unless Lessee specifically agrees otherwise. Arlington shall take all
reasonable steps to restore the premises to the condition in which they
existed prior to the taking of such steps. Arlington shall take all
reasonable steps to ensure that no conditions on the premises associated
with such testing shall create an unreasonable risk or an unreasonable
hazard.
12. WASTE WATER. This lease is subject to all statutes and regulations of the state of
Washington with respect to waste water disposal. If Lessee's use of the premises results in the
discharge or the potential for discharge of any waste waters other than domestic waste waters from the
premises, Lessee shall immediately apply to the Washington State Department of Ecology for a State
Waste Water Discharge Permit. Lessee shall advise Arlington which stone drains or other waste water
facilities Lessee will utilize in disposing of waste waters. Arlington may designate storm sewers or other
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -9
facilities which Lessee may use to dispose of waste waters. Sanitary sewers shall not be used for storm
drainage or the discharge of any effluent deemed by the Airport Manager to be harmful to the sanitary
sewer system. No hazardous or toxic materials shall be discharged into the sanitary or stonn sewer
systems. Lessee shall complete the Industrial/Commercial Waste Discharge Pen-nit application.
13. WETLANDS. Lessee shall not damage or destroy and shall maintain and preserve
wetlands existing on the leased premises. Any wetlands destroyed by Lessee shall be replaced as
required by law.
14. ASSIGNMENT AND SUBLETTING.
14.1 This lease may be assigned by Lessee in whole only and not in part, and
only with the prior written consent of Arlington, to an assignee such as a
bank for security for money loaned or advanced to Lessee for
construction on the premises or other business purposes of Lessee, or to
an assignee other than for security purposes whose use of the premises
has prior to such assignment been approved in writing by Arlington. In
such latter case, such assignment may only be made to an assignee for a
use of the premises for such business purpose as is consistent with the
zoning restrictions for the premises. Finally, in such latter case, the
assignee must be shown to Arlington to be of such financial standing and
responsibility at the time of such assignment as to give reasonable
assurance to Arlington of prompt payment of all rents and other amounts
to be paid under this lease, and of full compliance with all other terns,
covenants, conditions and provisions of the lease. No such assignment
may be made or be of any force or effect if at the time of such assignment
Lessee is in default in any of the terns, covenants, conditions and
provisions of the lease, including default in the payment of rent; provided,
however, the assignee may cure the default(s) prior to taking possession of
the premises. No such assignment for any purpose shall be of any force
or effect unless Arlington first shall in writing have consented to said
assignment and has received a true copy of the proposed assignment.
Arlington may not refuse to consent to such assignment for any purpose
hereinabove set forth. Such assignment shall include the then- unexpired
balance of the teen of this lease.
14.2 Lessee may sublet the whole or any portion of any buildings on the
premises, but not the real property (other than that part of the real
property which is beneath the buildings), to a subtenant or subtenants;
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -10
provided: (1) that the use to be made of the buildings is consistent with
the zoning restrictions for the premises, (2) Arlington has in writing given
its consent prior to the sublease being effective, (3) Arlington has received
a true copy of the proposed sublease, and said sublease includes a section
stating that the sublease is bound to the conditions of the master lease, (4)
the subtenant shall meet the insurance requirements of the primary lease,
which shall be evidenced by the Lessee providing proof of insurance for
all subtenants to Arlington and shall comply with all hold harmless and
indemnification provisions of this lease; and (5) Any other conditions as
may be required by the most current Airport Sublease Policy. Arlington
may not refuse to consent to such a sublease where the sublease meets the
above requirements.
14.3 If all or any part of the leased premises be sublet or occupied by anybody
other than Lessee, Arlington may, after default by Lessee, collect rent and
leasehold tax from any and all subtenants or occupants, and apply the net
amount collected to the rent reserved herein, but no such collection shall
be deemed a waiver of any agreement, term, covenant or condition hereof
nor the acceptance by Arlington of any subtenant or occupant as tenant.
15. ACCESS. Lessee will allow Arlington or Arlington's agents free access at all
reasonable times and upon at least twenty-four (24) hours notice to said premises during normal
business hours for the purpose of inspection. Nothing herein shall be construed as in any way limiting
the authority of Arlington's Building Official under existing law.
16. INDEMNITY AND HOLD HARMLESS. The Lessee agrees to indemnify and
hold Arlington harmless as provided herein to the maximum extent possible under law. Accordingly,
Lessee agrees for itself, its successors, and assigns, to defend, indemnify, and hold harmless Arlington,
its appointed and elected officials, and employees from and against liability for all claims, demands,
suits, and judgments, including costs of defense thereof for injury to persons, death, or property
damage which is caused by, arises out of, or is incidental to Lessee's exercise of rights and privileges
granted by this Lease Agreement. The Lessee's obligations under this section shall include:
a. Indemnification for such claims whether or not they arise from the sole
negligence of Lessee or the concurrent negligence of both parties, except
to the extent of Arlington's negligence or the negligence of one or more
third parties;
b. The duty to promptly accept tender of defense and provide defense to
Arlington at Lessee's own expense;
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -11
c. Indemnification of claims made by Lessee's own employees or agents;
and,
d. Waiver of Lessee's immunity under the industrial insurance provisions of
Tide 51 R.C.W. but only to the extent necessary to indemnify Arlington,
which waiver has been mutually negotiated by the parties.
In the event it is necessary for Arlington to incur attorney's fees, legal expenses or other costs to
enforce the provisions of this section, all such fees, expenses and costs shall be recoverable from
Lessee.
In the event it is determined that R.C.W. 4.24.115 applies to this Lease Agreement, Lessee agrees to
defend, hold harmless, and indemnify Arlington to the maximum extent pennitted thereunder, and
specifically for its negligence concurrent with that of Arlington to the full extent of Lessee's negligence.
Lessee agrees to defend, indemnify, and hold harmless Arlington for claims by Lessee's employees
and agrees to waiver of its immunity under Title 51 R.C.W., which waiver has been mutually
negotiated by the parties.
17. FIRE INSURANCE.
17.1 Lessee will carry fire and extended coverage insurance with rent
interruption endorsement in an amount equal to the full insurable value
of all improvements, structures, and buildings located on the Premises.
The policy shall include Arlington as an insured for its vested interest in
the property. A certificate of insurance shall be provided to Arlington.
17.2 In the event of the total or partial destruction by fire (or otherwise) of the
building, structures, or facilities currently on the Premises or subsequently
constructed by lessee, Lessee shall have the obligation to reconstruct such
facilities to their original condition within six (6) months after their
destruction.
17.3 Lessee shall maintain in full force and effect on all of its fixtures and
equipment in the Premises, a policy or policies of fire and extended -
coverage insurance with standard coverage endorsement to the extent of
at least eighty percent (80 %) of their insurable value, or to the extent of at
least the minimum required insurance limit as stated in the Airport's most
current policy, whichever is greater. During the tern of this Lease, the
proceeds from any such policy or policies of insurance shall be used for
the repair or replacement of the fixtures and equipment so insured.
Arlington shall have no interest in the insurance upon Lessee's equipment
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -12
and fixtures and will sign all documents necessary or proper in connection
with the settlement of any claim or loss by Lessee. Lessee shall furnish
Arlington with a certificate of such policy and whenever required shall
satisfy Arlington that such policy is in full force and effect within thirty
(30) days of the commencement of this Lease. Arlington will not carry
insurance on Lessee's property.
18. LIABILITY INSURANCE REQUIREMENTS.
Lessee shall at all times carry and maintain liability insurance in a company or companies rated in the
current edition of Best's General Ratings as at least A (Excellent), and Financial Size Category of not
less than Class X, or in such other company or companies not so rated which may be acceptable to
Arlington, insuring Lessee against all claims for damages for bodily injury, including death, and against
all claims for damage and destruction of property, which may arise by the acts or negligence of the
Lessee, its agents, employees or servants, or by any means of transportation whatsoever including
owned, non -owned and hired automobiles, to the extent of at least One Million Dollars
($1,000,000.00) combined single lirnit, or to the extent of at least the minimum required insurance
limit as stated in the Airport's most current policy, whichever is greater. If fueling operations are
contemplated as part of Lessee's operations, then pollution liability insurance is required in amounts
established by City ordinance or policy as well. Arlington shall be named in all such policies as an
additional insured for whom primary coverage is provided, and a duplicate true certified copy of the
original of such insurance policy or policies shall be furnished to Arlington prior to the subsequent
renewals of those insurance policies at each policy anniversary. Each such policy shall provide that the
policy may not be canceled without the company first giving Arlington at least thirty (30) days written
notice. Each such policy must provide for the severability of all insureds on the Lessee's policy, and
shall include a cross - liability clause if severability is not otherwise provided for in the policy language.
19. MUTUAL RELEASE AND WAIVER.
To the extent a loss is covered by insurance in force, Arlington and Lessee hereby mutually release
each other from liability and waive all right of recovery against each other for any loss from perils
insured against under their respective fire insurance policies, including any extended coverage
endorsements hereto; provided that this Agreement shall be inapplicable if it would have the effect of
invalidating any insurance coverage of Arlington or Lessee.
20. NOTICE. All notices and consents hereunder shall be given in writing, delivered in
person or mailed by certified mail, postage pre -paid, to the receiving party at its address below, or to
such other address as the receiving party may notify the sender beforehand referring to this lease.
21. GOVERNMENTAL FEES. All fees due under applicable law to the City, County
or State on account of any inspection made on leased premises by any officer thereof, shall be paid by
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -13
Lessee.
22. SIGNS. All signs and symbols placed in the windows or doors or elsewhere about
the premises, or upon the exterior part of the building, shall be subject to the approval of Arlington or
Arlington's agents. In the event Lessee shall place signs or symbols on the exterior of said building or
in the windows or doors or elsewhere where they are visible from the street that are not satisfactory to
Arlington or Arlington's agents, Arlington or Arlington's agents may immediately demand the removal
of such signs or symbols, and the refusal of Lessee to comply with such demand within a period of
twenty-four (24) hours will constitute a breach of this lease, and entitle Arlington to immediately
recover possession of said premises in the manner provided by law. Any signs so placed on the
premises shall be so placed upon die understanding and agreement that Lessee will remove same at
the termination of the tenancy herein created and repair any damage or injury to the premises caused
thereby, and if not so removed by Lessee, then Arlington may have the same removed at Lessee's
expense. Lessee shall in respect to signs conform to all requests of the City of Arlington Sign Code
and Building Code, and pay applicable fees.
23. ALTERATIONS. Lessee shall not make any alterations, additions or
improvements to any building, not owned by Lessee and placed on said premises without consent of
Arlington in writing first hand obtained, and all alterations, additions and improvements which shall be
made, shall be at the sole cost and expense of Lessee, and shall become the property of Arlington, and
shall remain in and be surrendered with the premises as a part thereof at the termination of this lease,
without disturbance, molestation or injury. In addition, for any building which is owned by the Lessee
and placed on the premises, Lessee shall not make any alterations, additions or improvements without
consent of Arlington in writing first hand obtained, if such consent is required by law or regulation, and
all alterations, additions and improvements which shall be made, shall be at the sole cost and expense
of Lessee and if Arlington decides at the end of the lease to accept a deed or other conveyance of the
building, all alterations, additions and improvements shall remain in and be surrendered with the
premises as a part thereof without disturbance, molestation or injury. If Lessee shall perform work
with the consent of Arlington, as aforesaid, Lessee agrees to comply with all laws, ordinances, rules and
regulations of the pertinent and authorized public authorities. Lessee further agrees to save Arlington
free and harmless from damage, loss or expense arising out of the said work. Heating systems,
plumbing systems (including hot water tanks) and all lighting and electrical systems and parts thereof
shall be considered fixtures, and become part of the real estate upon being installed in any building.
24. DEFAULT AND RE- ENTRY. If any rents above reserved, or any part thereof,
shall be and remain unpaid when the same shall become due, or if Lessee shall violate or default in
any of the covenants and agreements therein contained, then Arlington may cancel this lease upon
giving the notice required by law, and re -enter said premises, but notwithstanding such re -entry by
Arlington, the liability of Lessee for the rent provided for herein shall not be extinguished for the
balance of the term of this lease, and Lessee covenants and agrees to make good to Arlington any
deficiency arising from a re -entry and re- letting of the premises at a lesser rental than herein agreed to.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -14
Lessee shall pay such deficiency each month as the amount thereof is ascertained by Arlington,
together with leasehold tax.
25. COSTS AND ATTORNEYS FEES. If by reason of any default on the part of
either party, litigation is commenced to enforce any provision of this lease or to recover for breach of
any provision of this lease, the prevailing party shall be entitled to recover from the other party's
reasonable attorney's fees in such amount as is fixed by the court, and all costs and expenses incurred
by reason of the breach or default by the other under this lease.
26. LIQUIDATED DAMAGES IN CERTAIN INSTANCE. If by reason of any
breach of this lease by Lessee, Arlington gives written notice to Lessee of termination of this lease or
any notice to pay rent or vacate to perform a covenant or cease breaching any covenant or agreement
herein, and if Lessee remedies said breach and the termination of the lease is not carried through and
Lessee continues as a Lessee, then each such time at the option of Arlington, Lessee shall and does
hereby covenant to pay to Arlington as liquidated damages within ten (10) days after mailing by
Arlington by ordinary first class snail of a demand to pay such suin, the sum of Three Hundred
Dollars ($300.00). Failure to pay such sum within such time shall be considered as an additional
breach of the covenants of this lease.
27. NON - WAIVER OF BREACH. The failure of either party to insist upon strict
performance of any of the covenants and agreements of this lease, or to exercise any option herein
conferred in any one or more instances, shall not be construed to be a waiver or relinquishunent of any
such strict performance or of the exercise of such option, or any other covenants or agreements but
the same shall be and remain in full force and effect.
28. REMOVAL OF PROPERTY. In the event of any entry in, or taking possession of,
the leased premises as aforesaid, Arlington shall have the right, but not the obligation, to remove from
the leased premises all personal property located therein or thereon, and may store the same in any
place selected by Arlington, including but not limited to a public warehouse, at the expense and risk of
the owners thereof, with the right to sell such stored property without notice to Lessee, after it has
been stored for a period of at least sixty (60) days, the proceeds of such sale to be applied first to the
cost of such sale, second to the payment of the charges for storage, if any, and third to the payment of
any other sums of money which may then be due from Lessee to Arlington under any of the terns
hereof, and the balance, if any, to be paid to Lessee.
29. HEIRS AND SUCCESSORS. Subject to the provisions hereof pertaining to
assignment and subletting, the covenants and agreements of this lease shall be binding upon and inure
to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of any
or all of the parties hereto.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -15
30. HOLD OVER. If Lessee shall, with the written consent of Arlington, hold over
after the expiration of the term of this lease, such tenancy shall become a month to month tenancy as
provided by the laws of the State of Washington. During such tenancy Lessee agrees to pay Arlington
the an amount equal to one hundred twenty five percent of the equivalent of the rental for the last
month of the lease, unless a different rate is agreed upon, and to be bound by all of the teens,
covenants and conditions as herein specified, so far as applicable.
31. RESTRICTIONS AND CONSENTS. This lease shall be and is subject to all the
terms, covenants, restrictions, reservations and agreements contained in that certain Quit Claim Deed
dated February 25, 1959, by the United States of America to Town of Arlington, recorded in
Snohomish County, Washington, on August 20, 1959, in Volume 690 of Deeds, pages 38 through 46,
under Auditors File No. 1356180, records of said County, including the written consent of the Federal
Aviation Agency if the leased premises are to be used for other than airport purposes. This lease is
also subject to the most current and any future Airport rules, regulations, Minimum Standards and
policies.
32. NONDISCRIMINATION.
32.1 Lessee, for himself, his heirs, personal representatives, successors in
interest and assigns, as a part of the consideration hereof, does hereby
covenant and agree as a covenant running with the land 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, 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
Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of
the Department of Transportation - Effectuation of Title VI of the Civil
Rights Act of 1964, and as said regulations may be amended.
32.2 Lessee, for himself, his personal representatives, successors in interest
and assigns, as a part of the consideration hereof, does hereby covenant
and agree as a covenant running with the land that (1) no person on the
grounds of race, color or national origin shall be excluded from the
participation in, denied the benefits of, or be otherwise subjected to dis-
crimination in the use of said facilities, or (2) that in the construction of
any improvements in, over or under such land and the furnishing of
services thereon, no person on the grounds of race, color or national
origin shall be excluded from participation in, denied the benefits of, or
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -16
otherwise be subjected to discrimination, and (3) that 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 Secretary, Part 21,
Nondiscrimination in Federally Assisted Programs of the Department of
Transportation - Effectuation of Title VI of the Civil Rights Act of 1964,
and as said regulations may be amended.
32.3 That in the event of breach of any of the above nondiscrimination
covenants, Arlington shall have the right to terminate this lease and to re-
enter and repossess said land and facilities thereon, and hold the same as
if said lease had never been made or issued.
33. LANDSCAPING. Lessee covenants to landscape the grounds pursuant to the
provisions of the Arlington Municipal Code, in order to make the entire premises attractive both for
the beneficial effect it will have upon commercial property at the airport and as an example to and in
order to encourage other tenants to do the same. The landscape and drainage plan shall be submitted
to Arlington at the same time as the building and plot plans herein before mentioned. Failure of
Lessee to fully carry out this agreement shall be a breach of covenant of this lease.
34. MAINTENANCE OF GROUNDS. Lessee covenants to maintain the rented
premises and the materials installed and used in landscaping the premises in a neat, sightly, and attrac-
tive condition at all times, and to water and care for the same in a professional manner. Failure of the
lessee to fully carry out this covenant shall be a breach of covenant of this lease.
35. STORAGE OF MATERIALS, SUPPLIES, ETC. Lessee covenants to not store
or deposit materials, supplies or other objects on the leased premises without the permission of
Arlington and only then by the erection of a sight-obscuring fence or hedge which is acceptable to
Arlington. Failure of Lessee to fully carry out this agreement shall be a breach of covenant of this
lease.
36. MOTOR VEHICLE PARKING ON PREMISES. Lessee shall provide on the
leased premises in accordance with an approved plan and specifications sufficient parking facilities for
all motor vehicles in connection with Lessee's business, and shall at all times see that all such vehicles
park within the leased premises.
37. AIRCRAFT PARKING. Lessee shall at no time park or allow to be parked any
aircraft on coininon or operational surfaces. All aircraft parked on the Premises shall not extend
beyond the property line in such a manner as may impede aircraft movement. Lessee will provide
Arlington upon written notice and within ten (10) days a list of the N- numbers of all aircraft being
located on the leased premises.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -17
38. FENCING AND GATES. Lessee shall install approved fencing and gates between
buildings constructed on the site in order to restrict vehicular and pedestrian access to the aircraft
movement area, pursuant to plans approved by the Airport Office. Lessee shall be responsible for
maintaining any fencing installed on the premises and for keeping gates secured.
39. REIMBURSEMENT FOR COST OF SURVEY. If Arlington shall have had the
premises herein surveyed for the purpose of this lease, Lessee shall within ten (10) days after being
billed by Arlington thereof, reimburse Arlington for the cost of such surveying.
40. VENUE. The venue of any suit which may be brought by either party under the
teens of this lease or growing out of the tenancy under this lease shall at the option of Arlington be in
court or courts in Snohomish County, Washington.
41. SITE PLAN. Development of the site shall be in strict compliance with the site
plan submitted to and approved by the City. Any deviations from the site plan shall require written
approval by the City. Where reference is made in this lease to a plot plan or site plan, it is understood
and agreed between the parties that such plan must include as a minimum those matters hereinafter set
forth and shall be in the form of a scale drawing of the entire leased premises with all of those matters
set forth to scale and legibly thereon:
a. Location of all structures and sizes and heights thereof, together with size,
height, and location of any future structures which Lessee anticipates may
be placed on the premises.
b. Location of all roads, driveways, entrances, and exits.
c. Location of all parking areas and description of method of delineating such
areas by curbs or other methods.
d. Location of all utilities, including but not limited to those hereinafter
mentioned in this paragraph, and in case of underground utilities, mention thereof.
e. Landscaping. (See other paragraph(s) of this lease for further details.)
f. Open storage areas, and methods of screening such areas if such screening
is to be done. (See Paragraph 35 hereof.)
g.
Interior and exterior drainage.
h. Location and type of all fencing and gates.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -18
i. Site and exterior building lighting.
j. Location of runways, taxiways, taxilanes and ramps and their distances
from all proposed structures.
42. RIGHT OF FLIGHT. There is hereby reserved to Arlington, its successors and
assigns, for the use and benefit of Arlington and the public, a right of flight for the passage of aircraft in
the airspace above the surface of the Premises herein leased, together with the right to cause in said
airspace such noise as may be inherent in the operation of aircraft, nor known or hereafter used for
navigation of or flight in the air, using said airspace or landing at, taking off from and operating aircraft
on or over the Arlington Municipal Airport, all in accordance with applicable safety and operating
regulations of said Airport and the Federal Aviation Administration. Lessee shall not allow any
structures or objects to be erected or located upon the premises which would penetrate the imaginary
surfaces described in Part 77 of the Federal Aviation Regulations.
GENERAL LEASE TERMS & CONDITIONS EXHIBIT B -19