HomeMy WebLinkAbout2000-06-21 - Agendas - Final SPECIAL CALLED AIRPORT BOARD MEETING
1 :30 p. m.
Wednesday, June 21 , 2000
Airport Terminal Conference Room
4500 South School
Fayetteville, Arkansas
Call to Order.
2 . Subject: Two leases with Wings Air, Inc.
a. Fuel and Oil Sales
b. Above Ground Fueling Facility
3 . Adjourn.
PRESS RELEASE
A SPECIAL MEETING OF THE AIRPORT BOARD
WILL BE HELD
WEDNESDAY A 21 JUNE , 2000 at 1 : 30 p .m.
OF?
LEASE AGREEMENT
BY AND BETWEEN
The City of Fayetteville/Fayetteville Municipal Airport
AND
Wings Air, Inc.
Fuel and Oil Sales
DRAFT
INDEX
ARTICLE I
Definitions
Page
1 . 1 Definitions.. . . . . . .. .. . . . . . . . . .. . . .. . . . .. . . . . . . . . .. . . . . .. . . . . . . . . . . .. . .. . .. ... . . . ... . .. .. . . . . .. 1
1 .2 Rules of Construction. .. .. . .. .. . . . . .. .. . .. .. . . . .. . .. .. .. . .. . .. . .. . .. ... . . . . .. .. . .. . .. . . I
ARTICLE 11
Term
2. 1 Tenn of Agreement.. . . . .. . . . . . . . . .. . .. . . . . . .. . . . .. . . . .. . . . . . . . . .. . . . . .. . .. . .. . .. . .. . . . .. 2
2.2 Options to Extend. . .. . . . . . . . . . . . . . . . . . . .. . . . . . . . . .. . . . . . . . . . . . . . .. . . . . .. .. . ... . . . ... .. . .. 2
2 .3 Surrender of Possession: Holding Over. . .. . . . . . . . . .. . .. . .. .. . .. . ... . .. .. . .. . . 3
ARTICLE III
Lessor's Grants; Reservations
3. 1 Lease. . . . . . .. .. . .. .. .. . .. .. .. . .. .. . . . . . .. . .. . .. . . . .. . . . .. . .. .. . . . . . .. . .. . .. ... ... ... ... . .. .. . ... 4
3 .2 Quiet Enjoyment. . . . .. .. . .. . . .. . . . . .. . . . .. .. . .. . . . .. . . . .. .. . .. . . . ... . . . ... .. . .. . . . . .. . .. . 4
3 .3 No Joint Venture or Partnership. . .. .. . .. . . . .. . . . . . . . . .. .. . . . . .. . .. . .. . .. . .. . .. . . 4
3 .4 Termination of Agreement for Airport Purposes.. . .. . .. ... ... . ... .. ... . 4
3 .5 Minimum Standards .. ... . . .. ... .. . .. . .. .. . .. .. . .. .. . . . .. .. . .. . .. . .. . .. . .. ... . .. .. . .. . . 5
ARTICLE IV
Use
4. 1 Use of the Leased Premises.. . . . . . . . . . .. . . . .. . .. . . .. . . . .. . . . .. . . . . .. . . . . .. . .. . .. . .. . . 5
4.2 General Use of the Airport.. .. . .. . . . . . . .. .. . . . .. . . . .. .. . .. . . . ... .. . .. . ... ... .. . .. . .. . 5
4. 3 Security Plan. .. .. ... .. .. . .. .. .. . .. . .. . .. .. . .. .. . .. ..... .. . .. .. . .. .. . .. . .. ... . .. . .. . .. ... .. . . 5
4.4 Limitations on Signage. .. . .. .. . .. . .. . . . .. ... .. .. . .. .. ... .. . .. ... .. . .. . .. . .. . .. . .. . .. . .. 5
ARTICLE V
Improvements to the Premises
5 . 1 Title . .. . . . . . . .. . .. .. .. ... .. .. . . . .. . . . .. . . . .. . . . . .. . . . .. . . . .. . . . .. . . .. . .. . .. . .. ... ... ... . .. ... .. .. 6
5 .2 Plans and Specifications.. . .. .. . . . . .. . . . .. . . . .. . .. .. . . . . . . . . .. .. . ... .. . .. . .. . .. . .. ... . 6
5.3 Effect of New Improvements.. . .. .. . .. .. . .. ... . . .. .. . .. .. . .. . . . ... . . . ... . .. ... .. . . . 6
5 .4 Removal and Ownership of Airport Structures on
Leased Premise. .. ... . . .. .. . .. . . . .. . . . . .. . . . . . .. . .. . . . . . .. .. . . . .. . .. . .. . .. ... ... . .. . . . .. . . . . 6
5 . 5 Inspection. . . . . . . . . . .. . . . . . .. . . . .. . . . .. . .. . . . .. . . . .. . .. . . . . . .. .. . .. . . . .. . .. . .. .. . . .. . .. ... .. . .. . 6
i
ARTICLE VI
Rentals, Fees and Charges
6. 1 Rental Charge.. . . .. .. . .. . .. . . . .. . . . .. .. .. . . . . . . . . . . . . 4 . . .. . . . . .. . . . .. . . . .. . . . . .. . . . . . .. ... .. 6
6.2 Landlord's Lien. . . . . . . . . .. . .. .. . . . . . . . . . . .. . . .. .. . .. . . . . . . 4 . . .. . . . . . . .. . . . .. . .. . .. . . . . . .. . . 7
6.3 Place of Payments. . . . . . . 4 . . 4 . 4 . . .. . . . . . . . .. .. .. . . . 4 . . 4 . . .. . .. . .. .. . .. .. . .. . . . . .. . 4 . . . .. . . 7
6.4 Delinquencies. .. . . 4 . . . . 4 . . .. . . . . . 4 . . .. 4 . 4 . . . . . . .. . . . .. . .. . . . .. . .. . .. . . . .. .. . .. . .. . . .. . .. . .. . 7
6.5 Utility Services. . . .. .. . . . . .. .. . . . .. . . . .. .. .. . . . . . . . . . . .. . .. . . . . .. . . . .. . . . .. . . . ... . .. . .. . ... 7
ARTICLE VII
Maintenance and Care of Leased Premises
7. 1 Maintenance and Care of Leased Premises... . .. ... .. ... .. . .. . .. ... . ... ... . 8
ARTICLE VIII
Indemnity and Insurance
8. 1 Indenmity.. .. .. .. .. . .. ... 4 . . .. . . . .. .. . .. .. .. . . .. . .. . .. ... .. . .. . .. . . . .. .. . .. .. . 4 .. . .. . 4 .. ... . . 8
8.2 Insurance.. .. . .. . . . . . .. . .. .. . .. .. . . ... .. .. . . . .. . .. .. . .. . .. . . . .. . .. .. . . . . .. 44 . . ... . .. .. 8
ARTICLE IX
Complaints
9. 1 Customer Complaints. . .. . . . .. 6 .4 . . . .. . .. . .. . . . .. . . . .. . . . .. 6 .. 6 ... . . . 9
9.2 Grievance Committee. . . . . .. . . . . 6 . .. .. . .. . .4 . . . . .. .. . .. 9
ARTICLE X
Governmental Requirements
10. 1 Governmental Requirements - General. .. . . . .. . .. .. . .. ... .. . .. . .. . ... . .. ... . . 9
10.2 No Liability for Exercise of Powers.. .. . .. 6 .46 ... . . .. . . . .. 6 .. ... ... . ... ... ... . 10
10.3 Nondiscrimination.. . .. .. . . . ... .. .. . .. .. .. ... .. ... . .. .. . .. . .. .. ... ..... . . . ... . .. . ... ... . 10
1064 Taxes and Other Governmental Charges. . . ... .. . . . .. . .. .. ... ... . ... . .. ... .. I I
ARTICLE XI
Events of Default
11 . 1 Events of Default Defined. .. . .. . . . . . . . .. . . . .. . . . . . . .. 6 . 6 .4 .. . .. .. . .. . .. . ... . .. . .. . . 11
1162 Remedies upon Lessee's Default. . . . .. .. . .. 6 .. . . 6 .. ... .. ..4 . 6 ... ... .... ... .. 6 _ 6 12
11 .3 Non-Waiver.. .. .. .. . .. . .. ... . . . .46 .. .. . .4 .. .. .. 6 .4 .46 .. . .. ... .. . . . .. ... .. ..4 ... ...4 ... ... . . 13
1164 Condemnation.. .66 .. 6 .44 . . .. . .. ... .. . .. .. .. . . ... .. . .. . .4 .. 6 .. . . . .. .64 .. ... .. . . .. . .. . . .. ... 13
ARTICLE XII
Transfer of Interests RA
12. 1 Assignment by the Lessor. .. .. .. .. . ... .. ... .. ... .. . .. .. .. . . . .. . .. . ... . . . .. . .. . .. . .. . 13
12.2 Assigning, Subletting and Encumbering. .. . . . .. . . . .. . . . ... . . . . . . ... ... . .. . .. 13
ARTICLE XIII
Miscellaneous
13 . 1 Notices.. ... . . .. .. . .. .. . . . . .. .. . .. .. .. . . . . . .. . . . .. . .. . ... .. . .. .. . . . .. . . . .. . .. . ... . . . .. . .. . ... .. 14
13.2 Severability.. . .. .. . .. .. . .. . .. .. . . . . . .. .. . .. .. ... .. . .. .. . .. .. . .. .. .. . .. ... . .. . .. . ... .. . ..... . 14
13.3 Entire Agreement; Modification.. .. . .. .. . .. .. . .. .. . .. .. ... .. . . .. . .. . .. ... ... . .. . 14
13 .4 Execution of Counterparts. .. . . . .. .. . .. .. . .. .. . .. .. . .. .. . . . .. ... ... ... . .. ... . .. . .. . .. 14
13 .5 Effect of Sundays and Legal Holidays. .. ... .. .. . . . .. ... .. . ... . .. ... ... ... ... 15
13 .6 Descriptive Headings; Table of Contents.. .. . .. .. .. . .. . .. . .. . ... .. . .. . ... .. 15
13 . 7 Choice of Law; Enforcement.. .. . .. .. . .. . . . .. . .. .. . . . .. .. ... ... ... ... ... ... . .. . .. . 15
13 .8 Force Majeure..... . . . .. . .. . .. .. .. . .. .. .. ... .. . .. . . . . . . . . .. . . . .. .. . .. .. . ... ... ... ... ... . .. . 15
13 .9 Consent Not Unreasonably Withheld. ... .. . . . .. . . . . . .. .. . ... . . . . .. . .. ... . .. . . 15
13 . 10 Recovery of Attorney Fees and Costs. .. ... ... . . . . .. . . . .. . .. . .. . .. . .. . .. . .. . .. 15
13. 11 Binding Effect. .. . .. .. . .. . .. .. .. . . . .. .. .. . .. ... .. . .. . . . .. .. . . . . . . . . .. .. . .. . . .. . .. . .. ... . .. . 15
Signatures. .. .. . . . .. . . . .. . .. .. . .. . . . . . .. . . .. . .. . . . .. . . . . . . .. .. . . . . . .. . . . .. . . . . ... . .. ... . .. . .. 16
LEASE AGREEMENT
This Agreement made and entered into at Fayetteville, Arkansas the — day of
2000, by and between the City of Fayetteville, Arkansas, hereinafter referred to as the "Lessor," and
Wings Air, Inc. Attn. : R. M. Schossow, of P.O. Box 064, Lowell, AR 72745 , hereinafter referred
to as "Lessee."
NOW, THEREFORE, the parties hereto, for and in consideration of the rents, covenants and
agreements contained herein, agree as follows:
ARTICLE I
Definitions
Section 1 . 1 Definitions. Throughout this Agreement, the following words shall have the
following meanings, respectively, unless the context clearly shall indicate some other meaning:
a. Agreemen means this Lease Agreement between the City of Fayetteville and Lessee;
b. Ain2ort means the Fayetteville Municipal Airport;
C. City means the City of Fayetteville, Arkansas;
d. FAA means the Federal Aviation Administration of the United States, or any federal
agency succeeding to its jurisdiction or function;
e. Governmental Requirements means all federal, state and local laws, rules,
regulations, security plans, and rulings, including all amendments, now in effect or
hereinafter enacted;
f. Leased Premises means the area described and illustrated on Exhibit "A"; and
9. Tenn means the period of time that this agreement shall be in effect, as set forth in
Section 2. 1 (Term of Agreement).
Section 1 .2 Rules of Construction. Throughout this Agreement, unless the context clearly
shall require otherwise;
a. The singular includes the plural and vice versa;
b. The words "and" and "or" shall be both conjunctive and disjunctive;
C. The words "all" and "any" mean "any and all";
Page 1
d. The word "including" means "including without limitation";
C. The word "he" or any other masculine pronoun includes any individual regardless of
sex;
f. Reference to any exhibits shall mean exhibits attached to this Agreement which shall
be deemed incorporated by reference; and
9- Reference to articles or sections respectively shall mean articles or sections of this
Agreement
h. "Lessor" shall be interchangeable with both of the words "City" and "Airport."
ARTICLE II
Tenn
Section 2. 1 Tenn of Agreement. The Term of this Agreement shall be for a period of one
ygar commencing on the day of 2000 and expiring on the day of
20 unless otherwise terminated or canceled. Provided, as of the effective date of
termination or cancellation of this Agreement, all obligations which have been incurred by Lessee,
or with respect to which Lessee shall be in default, shall survive such termination or cancellation.
Section 2.2 Options to Extend. In addition to any other rights it may have under this
Agreement, if and upon the conditions that Lessee shall have complied with and conformed to
conditions, covenants and terms of this Agreement to be observed and performed by it without any
uncorrected default having occurred under this agreement during the Lease term; Lessee shall have
and hereby is granted options to extend the lease term upon expiration thereof, on
for 4 renewal periods of I year, _Lrenewal period of.2 years, I renewal period of 3 years,
which options, if exercised, will cause this lease to terminate on . Such renewal
options may be exercised by notice in writing to the Airport at least one hundred twenty ( 120) days
prior to the expiration of the initial Term or prior period. In the event such renewal options are
exercised, all terms and conditions then applicable to this Agreement shall remain in effect during
the extended Tenn hereof.
Prior to each renewal, there shall be a performance review conducted by the Airport Board. The
format of this review will be to hear a report from:
A designee from the Airport regarding the performance of Wings Air, Inc. under the terms
of this agreement.
The Airport Grievance Committee which will include an accounting by nature and number
of the complaints brought to the committee including details of any unresolved complaints.
See Section 10.2 Airport Grievance Committee.
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In this review, the Airport Board will consider only specific compliance with the terms of this
agreement and the provisions set out in the Airport Minimum Standards. Further, no consideration
will be given to any customer complaint that has not been heard by the Airport Grievance Committee
and remains unresolved following consideration and mediation efforts by the committee.
Following each renewal review, the Airport Board shall recommend continuing or ten-ninating the
agreement. In order to establish fair and measurable performance criteria, the following performance
standards are established:
Airport Minimum Standards - Lessee will comply with all items set out on these standards
and any failure to do so without correction as provided in the standards shall be considered
grounds for termination of this agreement.
In addition to the Minimum Standards, the following are made a part of this agreement:
Response to customer requests - Lessee will establish appropriate communication links in
order to assure that customers are able to contact service personnel. During the hours of 8:00
a.m. to 5 :00 p.m. customer service personnel will be available by telephone and/or radio.
More than an average of four validated complaints per month over a twelve-month period
of failure to answer radio or telephone calls will be considered failure to perform under this
agreement.
Person in charge: There will be a person in charge at all times. Generally, this will be the
designated manager of the Fixed Base Operation. However, during times when the manager
is not present or otherwise unable to perform the duties of the person in charge another
person will be designated and will have the responsibility of the operation of the Fixed Base
Operation until such time as the designated manager can again assume this responsibility.
Public relations training for personnel: Lessee will strive to provide prompt and courteous
service to all potential customers. Employees will be instructed in generally accepted
courtesy and proactive customer response methods.
4
Fuel delivery: For each delivery of fuel to an aircraft, Lessee will record the time the request
was received and the time the delivery began. Wings Air, Inc. will make a diligent and
consistent effort to begin fuel delivery within fifteen minutes of the time that fuel is
requested. Fuel response time of more than thirty minutes for more than 10% of the fuel
requests in any continuous sixty day period shall be considered failure to provide adequate
fuel delivery service.
Section 2.3 Surrender of Possession: Holding Ove . Except as otherwise expressly provided
in this Agreement, at the expiration or sooner termination of the Agreement, Lessee agrees to
surrender possession of Leased Premises peacefully and promptly to the Airport in as good condition
as existed at the effective date of this Agreement ordinary wear, tear and obsolescence only excepted.
Page 3
DRAF1
If Lessee shall hold over after the termination of this Agreement, the Lessor may allow
Lessee to remain on the premises as a month-to-month tenant at will. During such tenancy, Lessee
shall pay to the Lessor the rentals, fees and charges set by the Airport, and Lessee shall be bound by
all of the additional provisions of this Agreement insofar as they may be pertinent.
ARTICLE III
Lessor's Grants, Reservations
Section 3 . 1 Lease. Lessor is the owner of an airport known as the Fayetteville Municipal
Airport/Drake Field; whereas, Lessee desires to lease from Lessor certain office space for the use
for a Fuel and Oil Sales; Lessor agrees to grant, and Lessee agrees to take, for Lessee's sole and
exclusive use for and during the term hereinafter provided, office space located in the Airport
terminal building at 4500 S. School Avenue, Fayetteville, Arkansas, as reflected on "Exhibit A"
attached hereto and made a part hereof.
This shall not be construed to be an exclusive concession, and Lessor shall have the right to deal
with, and perfect, arrangements with any other individual, firm, or corporation for engaging in like
activity at the Airport.
Lessee shall not install vending machines without Lessor's prior approval.
Section 3 .2 Quiet En'oyment. Unless Lessee shall have defaulted in its obligations
hereunder, it shall have quiet enjoyment of the Leased Premises. HOWEVER, THE CITY, AND
ITS AUTHORIZED REPRESENTATIVES, SHALL HAVE THE RIGHT TO INSPECT THE
LEASED PREMISES DURING ALL REASONABLE HOURS.
Section 3.3 No Joint Venture or Partnership. This Agreement shall not be deemed or
construed (a) to create any relationship of joint venture or partnership between the parties, (b) to
give the Lessor any interest in the business of Lessee, or (c) to grant to Lessee any powers as an
agent or representative of the City or Airport for any purpose or to bind the City or the Airport.
Lessee shall be an independent contractor owning and operating its business as herein described.
Section 3 .4 Termination of Agreement for Airport Purpose . Lessee agrees and understands
that, by reason of the broad public interest in the efficient maintenance, operation and development
of the Airport, the Lessor hereby expressly reserves the right to terminate this Agreement upon a
determination by the Airport that the Leased Premises are needed for Airport construction or
development.
In the event the Lessor elects to terminate the Agreement for the reasons stated in this
section, Lessee shall surrender the Leased Premises to the Lessor within ninety (90) days from
receipt of the Lessor's written notice of its intent to terminate the Agreement and acquire Lessee's
interest in the Leased Premises. The Lessor shall use its best efforts to provide Lessee with
comparable replacement premises at the Airport at rates not to exceed those provided in this
Page 4
Agreement. If only a portion of the Leased Premises is required, the Lessor may terminate Lessee's
rights to the portion of the Leased Premises required, in the manner described in this section. If the
Lessor provides replacement premises at the Airport, the Lessor shall pay the reasonable expenses
incurred by Lessee in relocating to the replacement premises. Reasonable expenses are those
expenses that are necessary to physically move and relocate the Lessee to a new location on the
Airport. Reasonable expenses are those expenses that are necessary and for which the applicable
governmental procurement laws, regulations and procedures have been followed.
The parties further agree that the market rent of the replacement premises shall be deemed
to be equivalent to the contract rent specified in this Agreement, throughout the Term or any
extended term.
Section 3 .5 AiEport Minimum Standards. The Minimum Standards for Operations and
Commercial Activities herein referred to as Airport Minimum Standards at Fayetteville Municipal
Airport are made part of this lease by reference as if included word for word.
ARTICLE IV
Use
Section 4. 1 Use of the Leased Premises. Lessee shall be entitled to use the Leased Premises
for all lawful purposes related to the activities of a Fixed Based Operation for 100 Low-Lead Fuel .
An increase in scope of services would require an amendment to this lease.
Lessee, its representatives, agents, invitees and licensees, shall have the fight of ingress and
egress to and from the Leased Premises. The Airport reserves the fight to close any means of ingress
and egress, so long as other reasonable means of ingress and egress to the Leased Premises are
available to Lessee.
Section 4.2 General Use of the Ai1port. Subject to FAA and Airport security and Airport
operational rules, Airport Minimum Standards, regulations and procedures, Lessee shall be entitled
to use, on a nonexclusive basis, public areas of the Airport and runways, taxiways, aprons, lighting
navigation aids, and other facilities necessary for the operation of aircrafl.
Section 4.3 Securi!y Plan. Lessee shall require all persons entering the Leased Premises to
comply with the Airport Security Plan and the Airport rules and regulations established by the
Airport and the FAA as they currently exist, and as may be amended.
Section 4.4 Limitations on Sigmage. Without the prior written approval of the Lessor, Lessee
shall not erect, maintain or display signs of advertising or graphics at or on the exterior parts of the
Leased Premises, or in or on the Leased Premises, so as to be visible outside the Leased Premises.
Exterior signs affecting public safety and security shall be in accordance with established City of
Fayetteville Standards.
Page 5
ARTICLE V A
Improvements to the Premises
Section 5 . 1 Title. Title to all improvements and fixtures constructed directly on the Leased
Premises by Lessee shall be property of the Airport unless other wise negotiated. If Lessee installs,
such property which is leased, i.e., weather satellite, said property shall not covert to title of Airport.
Section 5 .2 Plans and Specifications. All plans and specifications for new improvements
on the Leased Premises shall be prepared by Lessee in compliance with all Governmental
Requirements, City of Fayetteville (Airport Board, City Inspections, City Planning, City
Engineering, etc.) and FAA as applicable. Lessee shall furnish to the Lessor copies of permits and
licenses needed for construction. Construction plans and specifications shall be submitted by Lessee
to the Lessor for approval. Thereafter, the Lessor shall have forty-five (45) days after receipt within
which to approve the plans and specifications, or to notify Lessee of any objections thereto. Each
obJ.ection and the grounds therefore shall be stated separately. Lessee shall have a reasonable time
thereafter within which to make any revision to remove the Lessor's objections, and the Lessor shall
have sixty (60) days within which to approve or reject Lessee's revised proposal. After the Lessor's
approval of the final plans and specifications, Lessee may proceed with construction. Construction
shall be substantially in accordance with the approved plans and specifications. Upon completion
of construction, Lessee shall furnish to the Lessor one complete set of reproducible "as built" plans
and specifications.
Section 5 .3 Effect of New Improvements. Construction of new improvements on the Leased
Premises shall not be permitted to adversely affect existing improvements, Airport property, other
property contiguous to the Airport, or reasonable use by other Airport tenants.
Section 5 .4 Removal and Ownership of Aia2ort Structures on Leased Premises. Lessee may
not remove or otherwise alter any improvement to the Leased Premises owned by the City or the
Airport without prior written consent of the Lessor. Lessee may request permission in writing to
remove or alter such improvements. Within forty-five (45) days of receipt of such written request,
the Lessor shall notify Lessee of either the rejection or approval of the request. Removal, storage,
maintenance, transportation and disposal of any improvements shall be made at Lessee's sole cost.
Section 5 .5 Inspection. The Airport and its authorized representatives shall have the fight
to inspect the Leased Premises during all reasonable hours.
ARTICLE VI
Rentals, Fees and Char2es
Section 6. 1 Rental Charge. For the period beginning from the date of this Agreement
through the Lessee shall pay annual rental for the area described in Exhibit "A"
at the rate of Four Thousand Six Hundred Seventy-eight Dollars and Sixty-eight Cents
Page 6
($4.678.68) annually, paying monthly on the Ist day of each month in advance at the ! fue7
40 Hundred Eighty-nine Dollars and eighty-nine Cents ($389.89) a month.
If the Lease has not expired or been terminated, the annual rental shall be increased by three
and one half percent (3.5%) of the prior year's rental charge at the time the lease is due or renewed.
Such new amount shall be paid in twelve ( 12) equal monthly installments during each lease year.
After five years from the effective date of this contract should the rental rate of Lessee be
determined considerably higher or lower when compared to other like tenants located in the tenninal
building, Lessor may renegotiate with Lessee a fair and equable rent corresponding to the other
Lessees in the terminal building.
Section 6.2 Landlord's Lien. If the Lessee defaults on this Agreement, the Lessor shall have
a lien on all furnishings, equipment, fixtures and personal property of any kind, and the equity of
Lessee therein. The lien is granted for the purpose of securing the payment of rentals, fees, charges,
taxes, assessments, liens, penalties and damages herein covenanted to be paid by Lessee, and for the
purpose of securing the performance, all and singular, of the covenants, conditions and obligations
of this Agreement to be performed and observed by Lessee. This lien shall be in addition to all
rights of a landlord given under the laws of the State of Arkansas. If the Lessee remains current in
its rental obligations and otherwise complies with the terms of this agreement, the Lessor agrees to
subordinate its lien to Lessee's creditors.
to : Section 6.3 Place of Payments. All sums payable by Lessee hereunder shall be delivered
Fayetteville Municipal Airport
Airport Administration Office
4500 S. School Ave., Suite F
Fayetteville, AR 72701
Section 6.4 Delinquencies. In addition to any remedy available to it hereunder, the Lessor
may impose as additional rental a delinquency charge at the maximum rate allowed by law. The
delinquency charge will be imposed on all overdue payments outstanding at the close of business
on the tenth day after the due date.
Section 6. 5 Utility Services. Lessor will provide utility services consisting of electricity,
heating, and air conditioning, for the premises leased hereby and major structure maintenance
consisting of the roof, walls, and HVAC equipment. At its own expense, Lessee shall be responsible
for janitor services, telephone and routine maintenance for the area under the terms of this lease.
Lessee shall pay as the same becomes due, all utility (not defined above) and other charges incurred
in the operation, maintenance, use, occupancy, and upkeep of the Leased Premises and the
improvements located thereon.
Page 7
ARTICLE VII & .4 p
Maintenance and Care of Leased Premises
Section 7. 1 Maintenance and Care of Leased Premises. Lessee at all times shall keep in a
clean and orderly condition and appearance all of the Leased Premises and all of Lessee's fixtures,
equipment and personal property which are located thereon. Lessee shall not commit or suffer to
be committed any nuisance on the Leased Premises. Lessee shall conduct its operations in an orderly
and proper manner so as not to annoy, disturb, or be offensive to others at or surrounding the Airport.
Lessee shall take all reasonable measures to keep the sound level of its operations as low as
reasonably possible. Lessee shall not permit the accumulation of any rubbish, trash or other waste
material on the Leased Premises.
ARTICLE VIII
Indemnity and Insurance
Section 8. 1 Indemnity. Lessee shall indemnify, protect, defend and hold completely
harmless, the City, the Airport, and their trustees, councilors, officers, agents and employees from
and against all liability, losses, suits, claims, judgments, fines or demands arising from injury or
death of any person or damage to any property, including all reasonable costs for investigation and
defense thereof (including attorney fees, court costs, and expert fees), of any nature whatsoever
arising out of or incident to this Agreement, Lessee's use or occupancy of the Airport premises, the
rights, licenses, or privileges granted Lessee herein, or the acts or omissions of Lessee's officers,
agents, employees, contractors, subcontractors or licensees, regardless of where the injury, death or
damage may occur. The Lessor shall give notice to Lessee of any such liability, loss, suit, claim or
demand, and Lessee shall defend same using counsel reasonably acceptable to the Lessor. No word,
sentence, paragraph or phrase shall be construed to waive that tort immunity as set forth under
Arkansas Law. The provisions of this section shall survive the expiration or early termination of this
Agreement.
Section 8.2 Insurance. Lessee shall maintain in force during the Term and any extended
term public liability and property damage insurance in comprehensive form as reasonably may be
required by the Lessor and outlined in the Airport Minimum Standards in Section 9, Item B. The
insurance shall be issued by an insurer licensed to do business in the State of Arkansas.
Concurrent with the execution of this Agreement, Lessee shall provide proof of insurance
coverage by providing a Certificate of Lessee's Insurance coverage, a copy of the declarations page
of the insurance policy, and a copy of all endorsements. The Certificates of Insurance, or
endorsements attached thereto, shall provide that: (a) insurance coverage shall not be canceled,
changed in coverage, or reduced in limits without at least thirty (30) days prior written notice to the
Lessor; (b) the City and the Airport and their trustees, agents, officers, servants, and employees are
named as additional insured; (c) the policy shall be considered primary as regards to any other
insurance coverage the Lessor may possess, including any self-insured retention or deductible the
Lessor may have, and any other insurance coverage the Lessor may possess shall be considered
Page 8
D F? *4
excess insurance only; (d) the limits of liability required therein are on an occurrence basis.
Any deductibles or self-insured retentions must be declared to and approved by the Lessor.
At the option of the Lessor, either; (a) the Lessee shall reduce or eliminate such deductibles or self-
insured retentions as respects to the Airport, the City, and their councilors, trustees, agents, officers,
and employees, or (b) Lessee shall procure a bond equal to the amount of such deductibles or self-
insured retentions guaranteeing payment of losses and related investigations, claims, and
administration and defense expenses (including attorneys' fees, court costs and expert fees).
If the insurance coverage required herein is canceled, changed in coverage or reduced in
limits, Lessee shall, within fifleen ( 15) days of receipt of notice from the Lessor, but in no event later
than the effective date of cancellation, change or reduction, provide to the Airport a certificate
showing that insurance coverage has been reinstated or provided through another insurance
company. Upon failure to provide such certificate, the Lessor may, without further notice, and at
its option either (a) exercise the Lessor's rights as provided in the default provisions of this
Agreement, or (b) procure insurance coverage at Lessee's expense whereupon Lessee promptly shall
reimburse the Lessor for such expense.
ARTICLE IX
Complaints
Section 9. 1 Customer Complaints. The Lessee will keep a record of all complaints from
customers concerning any aspect of the Fixed Base Operation. If a complaint is received by the
Airport, the Airport will notify the Lessee in writing and provide a copy of the notice to the
Chairman of the Grievance Committee. On a monthly basis the Lessee will submit a report to the
Airport that will include records of any complaints, and what action was taken to mitigate the
problem.
Section 9.2 Grievance Committee. A three-person committee is established to hear customer
complaints. This committee meets on an as needed basis. Complaints will be considered by this
committee and every effort will be made to resolve the problem. If a resolution cannot be found,
then the complaint will be forwarded to the Airport Board, and then to the Fayetteville City Council
if necessary.
ARTICLE X
Governmental Requirements
Section 10. 1 Governmental Requirements - General. Lessee shall comply with all
Governmental Requirements applicable to Lessee's use and operation of the Leased Premises.
Without limiting the generality of the foregoing, Lessee shall at all times use and occupy the Airport
in strict accordance with all laws, rules, regulations, minimum standards, and security plans that may
be imposed by the FAA, the Airport, the state, federal or city government with respect to the Airport
and operations thereof.
Page 9
Lessee shall procure, and require all its subsidiaries or assignees to procure, from all
governmental authorities having jurisdiction over the operation of Lessee hereunder, all licenses,
franchises, certificates, permits or other authorizations which may be necessary for the conduct of
Lessee's business on the Leased Premises.
Lessee shall require its guests and invitees and those doing business with it to comply with
all Governmental Requirements relating to the conduct and operation of Lessee's business on the
Leased Premises.
Section 10.2 No Liabili!y for Exercise of Powers. The Lessor shall not be liable to Lessee
for any diminution or deprivation of its rights which may result from the proper exercise of any
power reserved to the Lessor in this Agreement or by Reason of governmental requirements; Lessee
shall not be entitled to terminate this Agreement by reason thereof, unless the exercise of such power
shall interfere with Lessee's rights hereunder so as to constitute a termination of this Agreement by
operation of law.
Section 10.3 Nondiscrimination. Lessee, and its successors in interest, and assignees, as part
of the consideration hereof, hereby do covenant and agree, as a covenant running with the land, that
in the event facilities are constructed, maintained or otherwise operated on property described in this
Agreement for a purpose for which a Department ofTransportation program or activity is extended
or for another purpose involving the provisions of similar services or benefits, Lessee shall remain
and operate such facilities and service in compliance with all other requirements imposed pursuant
to Title 49 CFR Part 21 , Nondiscrimination in Federal ly-Assisted Programs of the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, as said regulations may be
amended.
Lessee, and its successors in interest, and assignees, as a part of the consideration hereof, do
covenant and agree hereby, as a covenant running with the land, that: ( 1 ) no person shall be excluded
from participation in, denied the benefits of, or otherwise be subjected to discrimination in the use
of said facilities on the grounds of race, color, creed, national origin, sex or disability; (2) in the
construction of any improvements on, over or under such land, and the furnishings of services
thereon, no person shall be excluded from participation in, denied the benefits of, or otherwise be
subjected to discrimination in the use of said facilities on the grounds of race, color, creed, national
origin, sex or disability; (3) Lessee shall be responsible for maintaining the Leased Premises and
services in a manner which complies with the parties' respective obligations under 14 CFR Part 382,
NONDISCRIMINATION ON THE BASIS OF HANDICAP IN AIR TRAVEL, under the Uniform
Federal Accessibility Standards (UFAS), or substantially equivalent standards; under 49 CFR part
27, NONDISCRIMINATION ON THE BASIS OF HANDICAP IN PROGRAMS AND
ACTIVITIES RECEIVING OR BENEFITTING FROM FEDERAL FINANCIAL ASSISTANCE;
and under 42 U.S.C.S. §§ 12 101 , et seq., THE AMERICANS WITH DISABILITIES ACT of 1990,
or a substantially equivalent standard; and (4) Lessee will be responsible for any alterations and/or
construction made during the initial lease period or any extensions or renewal within the demised
space, the subject of this Lease, which may be mandated by or necessary to meet the requirements
Page 10
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of the statutes and regulations cited above and other relevant Federal, State or local laws, and
statutes and ordinances that relate to disabled accessibility standards.
To the extent applicable, Lessee assures that it will undertake an Affirmative Action Program
as required by 14 CFR Part 152, Subpart E to ensure that, on the grounds of race, color, creed,
national origin or sex, no person shall be excluded from participating in any employment activities
covered in 14 CFR Part 152, Subpart E. Lessee assures that it will require that its covered
suborganizations provide assurances to the Airport that they similarly will undertake Affirmative
Action Programs and that they will require assurances from their suborganizations as required by
14 CFR Part 152, Subpart E to this same effect.
Section 10.4 Taxes and Other Governmental Charizes. Lessee shall pay, as the same become
due, all taxes and governmental charges of any kind whatsoever that at any time lawfully may be
assessed or levied against or with respect to Lessee's improvements, machinery, equipment or other
property installed or used upon the Airport, including any ad valorem or personal property tax that
may be assessed against any leaschold interest or estate created by this Agreement. In good faith
and with due diligence, Lessee may contest any such taxes or governmental charges. This section
applies only to taxes on property owned by Lessee or Lessee's Agent.
ARTICLE XI
Events of Default
Section 11 . 1 Events of Default Defined. The following shall be "events of default" under
this Agreement, and the terms "events of default" or "default" shall mean, whenever they are used
herein, anyone or more of the following:
a. Lessee shall fail to pay when due and owing any rentals, fees or charges payable
hereunder and such nonpayment shall continue for twenty (20) days after the due
date;
b. Lessee shall ( 1 ) mortgage, pledge or encumber, any portion of its interest in this
Agreement; (2) subject the Leased Premises to any lien of whatsoever nature; or (3)
transfer, sublease or assign, either voluntarily or by operation of law, any portion of
its interest in this Agreement, except in accordance with the provisions hereof.,
C. Lessee shall terminate its corporate structure, except as permitted herein;
d. Lessee voluntarily shall abandon, desert, or vacate the Leased Premises;
C. Lessee shall fail to comply with insurance requirements imposed hereunder;
f. Lessee shall fail to observe or perform any other of its obligations hereunder, and
such failure shall continue unremedied for twenty (20) days. Provided, the Airport
Page 11
AFT
may grant Lessee such additional time as it's reasonably required to correct any such
default if lessee has instituted corrective action and diligently is pursuing the same;
9. Lessee shall fail to provide and maintain any security assurances required hereunder.
Section 11 .2 Remedies upon Lessee's Default. Whenever an event of default of Lessee shall
occur, the Lessor may pursue any available right or remedy at law or equity including:
a. Termination. At its exclusive option, the Lessor may deliver to Lessee written notice
of termination, specifying the date upon which the Agreement will terminate. In the
event of termination, Lessee's rights to possession of the Leased Premises
immediately shall cease. The Lessor may then reenter and take possession of the
Leased Premises and Lessee forthwith shall surrender possession of the Leased
Premises. Upon termination of this Agreement, Lessee shall be liable for payment
o f-.
( 1 ) All sums accrued through the date of termination; and
(2) The reasonable cost incurred by the Lessor to restore the Leased Premises or
any portion thereof to the condition in which they originally were leased.
All rentals received by the Lessor after the reletting the Leased Premises after the
termination of this Agreement shall be credited against the Outstanding Rental
Balance. The acceptance by the Lessor of any rentals from Lessee after the
termination of this Agreement shall not reinstate this Agreement.
b. Non-Termination. As alternative remedy upon Lessee's default, the Lessor may elect
not to terminate this Agreement in which event the Lessee shall continue to perform
all conditions and obligations to be performed by Lessee hereunder, notwithstanding
any entry or reentry by the Lessor, or commencement of any suit in unlawful detainer
or other action brought by the Lessor for the purpose of effecting such entry or
reentry or obtaining possession of the Leased Premises. After giving Lessee ten ( 10)
days written notice, the Lessor may reenter the Leased Premises to take possession
thereof. Lessee agrees that this Agreement constitutes full and sufficient notice of
the right of the Lessor to relet the Leased Premises in the event of such reentry,
without affecting the surrender or termination of this Agreement.
C. Release of Liability: Waiver. If the Lessor takes possession of the Leased Premises
upon Lessee's default, the Lessor may expel Lessee and those claiming through or
under Lessee and remove their property. The Lessor may remove all Lessee' s
property in or upon the Leased Premises and place such property in storage for the
account of and at the expense of Lessee.
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URAFT
d. Cumulative Remedies. Each remedy available to the Lessor under this section shall
be cumulative and shall be in addition to every other remedy of the Lessor under this
Agreement or existing at law or in equity.
Section 11 .3 Non-Waiver. Neither the waiver nor any forbearance of remedy by the Lessor
of any breach of Lessee of any provision hereof shall operate as a waiver of any other breach by
Lessee.
Section 11 .4 Condemnation. If, at any time during the Term and any extended term, the
Leased Premises or the improvements located thereon, or any portion thereof, shall be taken by
exercise of the power of eminent domain by a governmental entity other than the Lessor, the
proceeds and awards in the condemnation proceedings shall be divided, and rentals required
hereunder shall be adjusted in such manner as shall be just and equitable. If the Lessor and Lessee
are unable to agree upon a just and equitable division of proceeds or adjustment of rentals within
thirty (30) days after the rendition of any condemnation award, the matters then in dispute shall be
submitted for determination by a court of competent jurisdiction. If the Leased Premises are wholly
taken by condemnation, this Agreement shall terminate. Provided, valuation of Lessee's interest in
the Leased Premises and any improvements thereon shall be determined in the manner set forth in
Section 3 .7 (Termination of Agreement for Airport .Purposes).
ARTICLE XII
Transfer of Interests
Section 12. 1 Assignment by the Lessor. The Lessor may transfer or assign this Agreement
to any successor in interest to whom the Airport may be sold or assigned; however, the successor
in interest shall execute and deliver to the Lessor, with a copy to Lessee, an instrument assuming the
obligation, with a copy to Lessee, an instrument assuming the obligations of the Airport and the City
under this Agreement.
Section 12.2 Assigning, Sublettinp and Encumbedr1g. Lessee shall not assign this
Agreement in whole or in part, nor sublease all or any part of the Leased Premises, nor permit other
persons to occupy said Leased Premises or any part thereof, nor grant any license or concession for
all or any part of said Leased Premises, without the prior written consent of the Lessor, which
consent shall not be reasonably withheld. Any consent by the Lessor to an assignment or subletting
of this Agreement shall not constitute a waiver of the necessity of obtaining that consent as to any
subsequent assignment. Any assignment for the benefit of Lessee's creditors or otherwise by
operation of law shall not be effective to transfer or assign Lessee's interest under this Agreement
unless the Lessor shall have first consented thereto in writing. Neither Lessee's interest in this
Agreement, nor any estate created hereby in Lessee nor any interest herein or therein, shall pass to
any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law except
as may specifically be provided in the Bankruptcy Code. If any of the corporate shares of stock of
Lessee are transferred, or if any partnership interests of Lessee are transferred, by sale, assignment,
bequest, inheritance, operation of law, or otherwise, so as to result in a change of the control, assets,
Page 13
'-� AFT
value, ownership, or structure of lessee, same shall be deemed an assignment for the purposes of this
Section 14.2 and shall require the Lessor's prior consent, and Lessee shall notify the Lessor of any
such change or proposed change.
ARTICLE XIII
Miscellaneous
Section 13. 1 Notices. All notices, certificates, statements, demands, requests, consents,
approvals, authorizations, offers, agreements, appointments, designations or other communication
which may be or are required to be given by either party thereto to the other shall be deemed to have
been sufficiently given on the third day following the day on which the same are mailed by
Registered or Certified Mail, postage prepaid as follows if to the Airport:
Fayetteville Municipal Airport
Airport Administration Office
4500 S. School Ave., Suite F
Fayetteville, AR 72701
and if to Lessee:
Wings Air, Inc.
Attn. : R. M. Schossow
P.O. Box 064
Lowell, AR 72745
The Lessor and the Lessee, by notice given hereunder, may designate any further or different
addresses to which subsequent notices, certificates or other communications shall be sent.
Section 13 .2 Severability. In the event any provisions of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof, unless such holding shall materially affect the
rights of either party as set forth herein.
Section 13 .3 Entire Aueemem Modification. This Agreement expresses the entire
understanding of the Lessor and Lessee concerning the Leased Premises and all agreements of the
Lessor and Lessee with which each other concerning the subject matter hereof Neither the Lessor
nor Lessee has made or shall be bound by any agreement or any representation to the other
concerning the Leased Premises or the subject matter hereof which is not set forth expressly in this
Agreement. This Agreement may be modified only by a written agreement of a subsequent date
hereto signed by the Lessor and Lessee.
Section 13 .4 Execution of Counterparts. This Agreement simultaneously may be executed
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DRAFT
in several counterparts, each of which shall be an original and all of which shall constitute but one
and the same instrument.
Section 13.5 Effect of Sundays and Legal Holidays. Whenever this Agreement requires any
action to be taken on a Sunday or a legal holiday, such action shall be taken on the first business day
occurring thereafter. Whenever in this Agreement, the time within which any action is required to
be taken, or within which any fight will lapse or expire, shall terminate on Sunday or a legal holiday,
such time shall continue to run until 11 :59 p.m. on the next succeeding business day.
Section 13.6 Descriptive Headings� Table of Contents. The descriptive headings of the
sections of this Agreement and any Table of Contents annexed hereto are inserted or annexed for
convenience of reference only and do not constitute a part of this Agreement and shall not affect the
meaning, construction, interpretation or effect of this Agreement.
Section 13 .7 Choice of Law: Enforcement. This Agreement shall be construed and enforced
in accordance with the laws of the State of Arkansas. Whenever in this Agreement it is provided that
either party shall make any payment or perform, or refrain from performing, any obligation, each
such provision, even though not so expressed, shall be construed as an express covenant to make
such payment or to perform or not to perforrn, as the case may be, such act or obligation.
Section 13.8 Force Majeure. Neither the Lessor nor Lessee shall be deemed in violation of
this Agreement if it is prevented fi-orn performing any of the obligations hereunder by reason of
embargoes, shortage of material, acts of God, acts of the public enemy, acts of superior
governmental authority, weather conditions, floods, riots, rebellions, sabotage, or any other
circumstances for which it is not responsible or which are not within its control, and the time for
performance automatically shall be extended by the period the party is prevented from performing
its obligations hereunder.
Section 13 .9 Consent Not Unreasonably Withheld. Whenever it is provided herein that the
consent of the Lessor or Lessee is required, such consent shall not be reasonably withheld,
conditioned or delayed, except as provided herein.
Section 13. 10 Recovery of Attorney Fees and Costs. If either party shall bring any legal or
equitable action against the other, the losing party shall pay the reasonable attorney fees and costs
incurred by the prevailing party in such action including any appeal. For purposes of this section,
"costs" shall include expert witness fees, and court costs.
Section 13 . 11 Binding Effect. This Agreement shall be to the benefit of and shall be binding
upon the Lessor, Lessee and their respective successors and assignees, if such assignment shall have
been made in conformity with the provisions of this Agreement.
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DRAr
IN WITNESS WHEREOF, the Airport and Lessee have executed this Agreement at
Fayetteville, Arkansas on the day of 2000.
City of Fayetteville
By
Fred Hanna, Mayor
ATTEST
Title: City Clerk
Wings Air, Inc.
B
Title:
ATTEST
Title:
Page 16
OR A FT
LEASE AGREEMENT
BY AND BETWEEN
The City of Fayetteville/Fayetteville Municipal Airport
AND
Wings Air, Inc.
I
Above Ground Fueling Facility
INDEX RA 7-
ARTICLE I
Definitions
Page
1 . 1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1 .2 Rules of Construction. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . I
ARTICLE 11
Term
2 . 1 Tenn of Agreement. .. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . .. 2
2 .2 Options to Extend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . 2
2 . 3 Surrender of Possession : Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III
Lessor' s Grants� Reservations
3 . 1 Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3 .2 Aviation Easement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 4
3 . 3 Reservation of Mineral Rights. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3 .4 Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3 . 5 No Joint Venture or Partnership. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3 .6 Termination of Agreement for Airport Purposes. . . . . . . . . . . . . . . . . . . . . . . . . 4
3 . 7 Minimum Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV
Use
4. 1 Use of the Leased Premises. . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4 . 2 General Use of the Airport . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. 3 Security Plan . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4 .4 Limitations on Signage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE V
Improvements to the Premises
5 . 1 Plans and Specifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5 . 2 Effect of New Improvements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5 . 3 Removal and Ownership of Airport Structures on
LeasedPremise. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5 .4 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
I
ARTICLE VI r
Rentals, Fees and CharLycs
6. 1 Rental Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 6
o . 2 Landlord 's Lien. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6. 3 Place of Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.4 Delinquencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6. 5 Utility Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . 7
ARTICLE VII
Maintenance and Care of Leased Premises
7 . 1 Maintenance and Care of Leased Premises. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 7
ARTICLE VIII
Indemnity and Insuranc
8 . 1 Indemnity. . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8 . 2 Insurance. . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IX
Fuel Facility
9 . 1 Fuel Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9 . 2 Fuel Flowage Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9 . 3 Fuel Audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE X
Complaint
I (). I Customer Complaints. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10. 2 Grievance Committee. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE XI
Indemnity - Hazardous Substance
11 . 1 Indemnity - Hazardous Substance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE XII
Governmental Requirements
12 . 1 Governmental Requirements - General . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 . 2 No Liability for Exercise of Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 . 3 Nondiscrimination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 .4 Taxes and Other Governmental Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE XIII
Events of Default
13 . 1 Events of Default Defined . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 . 2 Remedies upon Lessee 's Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
13 . 3 Non- Waiver. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
13 -4 Condemnation. . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE XIV
Transfer of Interests
14 . 1 Assignment by the Lessor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
14. 2 Assigning, Subletting and Encumbering. . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE XV
Miscellaneous
15 . 1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
15 .2 Severability. . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15 . 3 Entire Agreement; Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15 .4 Execution of Counterparts. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15 . 5 Effect of Sundays and Legal Holidays.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15 .6 Descriptive Headings; Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15 . 7 Choice of Law; Enforcement. . . . . . . . . . . . . . . .. . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15 . 8 Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
15 .9 Consent Not Unreasonably Withheld . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
15 . 10 Recovery of Attorney Fees and Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
15 . 11 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - — 17
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
LEASEAGREEMEN
This Agreement made and entered into at Fayetteville, Arkansas the — day of _1 2000,
by and between the City of Fayetteville, Arkansas, hereinafter referred to as the "Lessor,91 and Wings
Air, Inc. Atm. : R. M . Schossow, of P.O. Box 064, Lowell, AR 72745 , hereinafter referred to as
" Lessee.92
NOW, THEREFORE, the parties hereto, for and in consideration of the rents, covenants and
agreements contained herein, agree as follows:
ARTICLE I
Definitions
Section ] . I Definitions. Throughout this Agreement, the following words shall have the
following meanings, respectively, unless the context clearly shall indicate some other meaning:
a. Aizreemen means this Lease Agreement between the City of Fayetteville and Lessee;
b . Airport means the Fayetteville Municipal Airport ;
C . City means the City of Fayetteville, Arkansas;
d. FAA means the Federal Aviation Administration of the United States, or any federal
agency succeeding to its jurisdiction or function;
C. Goverm-nental Requirements means all federal , state and local laws, rules,
regulations, security plans, and rulings, including all amendments, now ill effect or
hereinafter enacted ;
f. Leased Premises means the area described and illustrated on Exhibit
A and
9. Term means the period of time that this agreement shall be in effect, as set forth in
Section 2 . 1 (Term of Agreement).
Section 1 . 2 Rules of Construction. Throughout this Agreement, unless the context clearly
shall require otherwise;
a. The singular includes the plural and vice versa;
b. The words "and" and "or 11 shall be both conjunctive and disjunctive;
C . The words "all" and "any" mean L'any and all ";
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d. The word "including" mcans "including without limitation";
C. The word "he" or any other masculine pronoun includes any individual regardless of
sex ;
f. Reference to any exhibits shall mean exhibits attached to this Agreement which shall
be deemed incorporated by reference; and
9. Reference to articles or sections respectively shall mean articles or sections of this
Agreement
h . "Lessor" shall be interchangeable with both of the words "City" and "Airport .,'
ARTICLE 11
Term
Section 2. 1 Term of A.Rreement . The Term of this Agreement shall be for a period of one
ytar commencing on the date of this Agreement and expiring on . unless otherwise
terminated or canceled. Provided, as of the effective date of termination or cancellation of this
Agreement, all obligations which have been incurred by Lessee, or with respect to which Lessee
shall be in default, shall survive such termination or cancellation.
Section 2 .2 Options to Extend. In addition to any other rights it may have under this
Agreement, if and upon the conditions that Lessee shall have complied with and conformed to
conditions, covenants and terms of this Agreement to be observed and performed by it without any
uncorrected default having occurred under this agreement during the Lease term ; Lessee shall have
and hereby is granted options to extend the lease term upon expiration thereof, on
for 3 renewal periods of 3 years, which options, if exercised, will cause this lease to terminate
Oil . Such renewal options may be exercised by notice in writing to the Airport
at least one hundred twenty ( 120) days prior to the expiration of the initial Temi or prior period. In
the event such renewal options are exercised, all terms and conditions then applicable to this
Agreement shall remain in effect during the extended Tenn hereof. Prior to each renewal, there shall
be a performance review conducted by the Airport Board. The format of this review will be to hear
a report from :
A designee front tire Airport regarding the performance of Wings Air, Inc. under the
terms of this agreement.
The Airport Grievance Committee which will include an accounting by nature and
number of the complaints brought to the committee including details of any
unresolved complaints. See Section 10. 2 Airport Grievance Committee.
In this review The Airport Board will consider only specific compliance with tile terins of this
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agreement and the provisions set out in the Airport Minimum Standards. Further, no consideration
will be given to any customer complaint that has not been heard by the Airport Grievance Committee
and remains unresolved following consideration and mediation efforts by the committee.
Following each renewal review, the Airport Board shall recommend continuing or ten-ninating the
agrccinent. In order to establish fair and measurable performance criteria, the following performance
standards are established :
Airport Minimum Standards - Lessee will comply with all items set out on these standards
and any failure to do so without correction as provided in the standards shall be considered
grounds for termination of the agreement.
In addition to the Minimum Standards, the following are made a part of this agreement :
Response to customer requests - Lessee shall have posted a toll- free phone number at the
fueling site for 24-hour emergency service for the facility. 'rhe Lessee should provide
assistance in a period of time not to exceed an one hour time period. More than an average
of four validated complaints per month over a twelve-month period of failure to answer
telephone calls will be considered failure to perform under this agreement.
Public relations training for personnel : Lessee will strive to provide prompt and courteous
service to all potential customers. Employees will be instructed in generally accepted
courtesy and proactive customer response methods.
Section 2.3 Surrender of Possession : Holdinp Ove . Except as otherwise expressly provided
in this Agreement, at the expiration or sooner termination of the Agreement, Lessee agrees to
Surrender possession of Leased Premises peacefully and promptly to the Airport in as good condition
as existed at the effective date of this Agreement. Lessee or their representative would remove at
then expense prior to vacating the aforesaid premises al I pumps, tanks, equipment or other property
installed by Lessee.
If Lessee shall hold over after the termination of this Agreement, tile Lessor may allow
Lessee to remain on tile premises as a month-to-nionth tenant at will . During such tenancy, Lessee
shall pay to the Lessor the rentals, fees and charges set by (lie Airport, and Lessee shall be bound by
all of the additional provisions of this Agreement insofar as they may be pertinent .
ARTICLE HI
Lessor's Grants� Reservations
Section 3 . 1 Lease. Lessor is the owner ofan airport known as the Fayetteville Municipal
Airport/Drakc Field; whereas, Lessee desires to lease frorn Lessor certain space for the installation
ofan above ground fueling facility; Lessor agrees to grant, and lessee agrees to take, for lessee's sole
aTId exclusive use for and during the term hereinafter provided , a certain tract of land 80 feet by 95
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feet located at the Airport and more particularly set forth and shown on the attached exhibit marked
"Exhibit A" which exhibit is attached hereto and made a part hereof.
Lessee accepts the Leased Premises in the condition in which they exist at the commencement of this
Agreement.
Section 3.2 Aviation Easement. The Lessor reserves the right to take such action as may be
necessary to protect the aerial approaches of the Airport against obstruction in accordance with
applicable standards or requirements, together with the right to prevent Lessee or any other person
from erecting or permitting to be erected any equipment, building or other structure on the Airport
(other than any buildings to be constructed in compliance with and pursuant to the plans arid
specifications referred to herein), which would conflict with such standards and requirements now
in effect or hereinafter enacted. The Lessor also reserves for itself and their licensees, an Aviation
casement in, over and across the air space above the Leased Premises and the unrestricted right to
subject the Leased Premises to such Airpori noise and vibration as may result from the flight of
aircraft, warm up of engines, testing of motors and other aviation related activities.
Section 3 .3 Reservation of Mineral Rights. The Airport and City reserve all right, title and
interest they may have in and to all minerals in, on or under the Leased Premises. Lessee shall not
engage in any mining activities in, on or under the Leased Premises during the Term of this
Agreement . "Minerals" as used herein shall mean all mineral substances and deposits whether solid,
gaseous, or liquid .
Section 3 .4 Quiet Emoyment. Unless Lessee shall have defaulted in its obligations
hereunder, it shall have quiet enjoyment of the Leased Premises. HOWEVER, THE CITY, AND
ITS AUTHORIZED REPRESENTATIVES , SHALL HAVE THE RIGHT TO INSPECT THE
LEASED 13REMISES DURJNG ALL REASONABLE HOURS .
Section 3 . 5 No Joint Venture or Partnership. This Agreement shall not be deemed or
construed (a) to create any relationship ofjoint venture or partnership between the parties, (b) to give
the Lessor any interest in the business of Lessee, or (c) to grant to Lessee any powers as an agent or
representative of the City or Airport for any purpose or to bind the City or the Airport . Lessee slial I
be an independent contractor owning and operating its business as herein described.
Section 3 .6 Termination of Apreernent for Airport Pu[poses. Lessee agrees and understands
that, by reason of the broad public interest in the efficient maintenance, operation and development
of the Airport, the Lessor hereby expressly reserves the right to terminate this Agreement upon a
determination by the Airport that the Leased Premises are needed for Airport construction or
development.
In the event the Lessor elects to terminate the Agreement for the reasons stated in this
section, Lessee shall surrender the Leased Premises to the Lessor within ninety (90) days from
receipt of (lie Lessor's written notice of its intent to terminate the Agreement and acquire Lessee 's
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