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HomeMy WebLinkAbout96-01 RESOLUTIONRESOLUTION NO. 96-01 AN RESOLUTION AUTHORIZING THE MAYOR AND THE CITY CLERK TO EXECUTE A LEASE AGREEMENT WITH DHL WORLDWIDE EXPRESS, INC. TO RENT THE PROPERTY AT 4140 S. SCHOOL AVENUE AT DRAKE FIELD BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council hereby authorizes the Mayor and the City Clerk to execute a Lease Agreement with DHL Worldwide Express, Inc. to rent the property at 4140 S. School Avenue at Drake Field. A copy of the Lease Agreement, marked Exhibit "A" is attached hereto, and made a part hereof. PASSED AND APPROVED this 3rd day of July, 2001. ATTEST: By. fs 49rncu/.� eather Woodruff, City Clef APPROVED: By: b414 DAN COODY, Mayor • • EXHIBIT A LEASE between the City of Fayetteville, Arkansas and DHL Worldwide Express, Inc. This LEASE is executed thisday of / 20 0/ by and between the City of Fayetteville Arkan 113 W. unt ' t., Fayetteville, AR, 72701, hereinafter called "Lessor" and DHL Worldwide Express, Inc. a Delaware Corporation, hereinafter called "Lessee." 1. Leased Premises. Lessor leases to Lessee, and Lessee leases from Lessor, the property at 4140 S. School Avenue containing approximately 799.25 square feet of office space and 1,179.99 square feet of garage/storage area, located on the premises of the Fayetteville Municipal Airport - Drake Field, hereinafter called "Airport", as reflected on Exhibit "A' attached hereto and made a part hereof. 2. Term of Lease. The term of this Lease shall be: A. Initial Term. A period of two (2) years commencing on the date of this Lease, ,04,414# / , 2001 and expiring at midnight on &jam� //ice / 2003 unless otherwise terminated, canceled or extended as set forth herein b bow. B. Option to Extend. Lessee shall have the option to extend the Lease Term for five (5) consecutive one (I) year terms, under the same terms and conditions of this Lease, provided: (1) Lessee has complied with and performed all conditions, covenants, and terms of this Lease without any uncorrected defaults if known to Lessee, or any defaults that are not otherwise in the process of being resolved in the manner provided in this Lease. (2) Notice of Lessee's intent to renew has been made in writing to Lessor at least thirty (30) days pnor to the expiration of the term. 3. Rental Charges. A. Initial Term During the initial term of this lease, Lessee agrees to pay Lessor for the use of the Leased Premises the sum of $ 175.00 per month. However, should the lease term begin on a day other than the first day of the calendar month, or should the lease end on a day other than the last day of the calendar month, such partial month lease payment shall be a prorated share of the monthly lease payment. The initial lease payment is due and payable upon execution of this lease, and all subsequent monthly lease payments shall be due and payable in advance on or before the first day of the calendar month thereafter. A delinquency charge will be imposed on all payments not received by the close of business on the tenth day after the due date except that one (1) grace period in the first year of the Lease shall be allowed. The grace period m X 2 03 E • • is allowed for the purpose of establishing the payment schedule and accustoming the tenant to the payment schedule. Such delinquency charge shall be the maximum amount allowable under Arkansas law. Nonpayment of rent for a period of three (3) months shall be considered an event of default. All payments shall be delivered to: Fayetteville Municipal Airport, 4500 S. School Ave., Suite F, Fayetteville, AR 72701. 13. Extended Term. The schedule of Rental Charges for the remaining five (5) option years shall be as follows: (1) (2) (3) (4) (5) Year 3 Year 4 Year 5 Year 6 Year 7 $225/month $300/month $425/month $550/month $550/month 4. Insurance and Indemnity. 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. The Lessor shall be named as Additional Insured on the Lessee's insurance. Proof of insurance shall be provided to the Airport. Further, no material change or cancellation of the insurance shall be made without 30 days notice to the Airport. 5. Utilities and Janitorial Services. Lessee shall be responsible for the maintenance of all utility services to or on the Leased Premises except as otherwise stated m Section 6. F. This shall include any power, gas, telephone, electricity, heating, water, sewer, storm water and all other utility services not enumerated specifically. Lessee shall be responsible for installation, relocation and modification of all utility services to or on the Leased Premises if and only if it is required only by Lessee and related to its business. Lessee shall pay as the same become due, all utility and other charges incurred in the operation, maintenance, use, occupancy, repair and upkeep of the Leased Premises and the improvements located thereon. Lessee shall provide for and supply at its expense all janitorial service with respect to the Leased Premises. 6. Use and Maintenance of Leased Premises. Lessee shall have use of the Leased Premises as follows: A. Lessee agrees to observe and obey all ordinances, rules and regulations promulgated by Lessor with respect to use of the Airport and the Leased Premises; provided, however, such ordinances, rules and regulations shall be consistent with safety and with rules, regulations and orders of the Federal Aviation Administration with respect to aircraft operations at the Airport; and provide further, such rules and regulations shall not be inconsistent with the provisions of this lease or the procedures prescribed or approved from time to time by the Federal Aviation Administration with respect o the operations of Lessee at the Airport. Lessee shall be entitled only to use the Leased Premises for lawful purposes. Lessee agrees that it is understood that Lessee is not permitted to engage in aircraft maintenance activities of any nature in said space. Page 2 • • B. Subject to Federal Aviation Administration, hereinafter referred to as "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 aircraft and activities related to Lessee's business. C. Lessee shall maintain Leased Premises in a clean and orderly condition and appearance, including all of the Lessor's fixtures, equipment and facilities and all Lessee's personal property. The Lessee shall not permit the accumulation of any rubbish, trash or other waste material on the Leased Premises. Lessee will arrange for their own trash dumpster for trash removal from the Leased Premises. Lessee shall be responsible for the lawn care, mowing and appearance of the outside grounds of the Leased Premises. D. Lessee shall not install any antennas or signs without prior consent of the Lessor. All signs shall be permitted through the City of Fayetteville. Lessee shall be responsible for expenses arise from the installation and/or removal of antennas, radio signal or receiving towers, signs or related facilities, including any damage to the roof or building as the result of installation and/or removal of same. E Lessee shall not dispose of any Hazardous Substances in Lessor's drains; and in the event that this provision is inadvertently violated by the Lessee, Lessee shall be responsible for any fines and clean-up, and shall indemnify and hold harmless the Lessor from claims related to the event. F. Lessee shall be responsible for the maintenance and normal operating condition of all heating, electrical and air conditioning equipment and intenor plumbing on the Leased Premises up to and including a maximum cost of $500.00 per year. Lessor shall be responsible only for major maintenance of the existing equipment. Major maintenance, as used herein, shall mean replacement of the heating and air conditioning units or compressor units when deemed necessary by the Lessor. Lessee shall be responsible for the maintenance of all doors and glass windows. 7. Reservation of Rights. A. 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 the applicable standards and/or requirements. B. Lessor also reserves for itself and its licensees, an avigation easement in, over and across the airspace above the Leased Premises and the unrestricted right to subject the Leased Premises to such Airport noise and vibration as may result from the flight of aircraft, warm up of engines, testing of motors and other aviation related activities. C. Lessee, its representatives, agents, invitees and hcensees, shall have the right of ingress and egress to and from the Leased Premises. Lessor reserves the right 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. Page 3 • • D. Lessor may enter the Leased Premises at any reasonable time for any reasonable purpose necessary or incidental to the performance of its obligations hereunder. Notice of intent to enter will be given the Lessee except in emergencies. Lessor shall refrain from unreasonably interfering with Lessee's normal business operations and shall observe Lessee's security and safety rules. 8. Termination or Default. A. Lessor or Lessee may terminate this lease at any time by giving the other party ninety (90) days written notice of termination. B. At the expiration or termination of this Lease, Lessee agrees to surrender possession of the Leased Premises peacefully and promptly to the Lessor in as good condition as existed at the effective date of this Lease, normal wear and tear excepted. Lessee's rights to use of the Leased Premises shall cease. All fixtures, improvements, equipment, and other property installed, erected or placed by Lessee on the Leased Premises shall be deemed to be personalty and shall remain the property of Lessee. Lessee shall have the right at any time during the term of this Lease, to remove any or all of such property from the Airport, subject, however, to Lessee's obligation to repair all damages, if any, resulting from such removal Any and all property not removed by Lessee prior to the expiration of this lease shall thereupon become the property of Lessor and title thereto shall thereupon vested in Lessor, except properties belonging to customers of the Lessee, or Lessor may require removal and restoration by Lessee. C. Failure of the Lessee to abide by the terms of this lease shall be considered an event of default, which shall result in the termination of this Lease. 9. Indemnity. Lessee agrees to indemnify Lessor against all liability for injuries to persons or damage to property caused by Lessee's use or occupancy of the Leased Premises; provided, however, Lessee shall not be liable for any injury, damage, or loss occasioned by the negligence or willful misconduct of Lessor or its agents or employees including but not limited to hazardous substances. 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 Lease. 10. Assigning, Subletting and Encumbering. A. Lessee shall not at any time sublet 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, or assign its rights under this Lease without the written consent of Lessor except to any affiliate, successor, or other bona fide member of the Lessee's corporation. Notice of any changes in responsibilities under this Lease shall be given to the Airport. No such subletting or assignment shall release Lessee from its obligations to pay the rental set forth herein. B. Notice as provided for herein shall be sufficient if sent by Certified Mail, postage prepaid, addressed as follows: Page 4 • • • • Notice to Lessor: Airport Manager's Office 4500 S. School Ave., Ste. F Fayetteville, AR 72701 501.718.7642 Notice of Lessee: (Copy to:) DHL Worldwide Express, Inc. ATTN: Corporate Real Estate DHL Legal Department 50 California Street 50 California Street Suite 500 Suite 500 San Francisco, CA 94111 San Francisco, CA 94111 415.677.6456 415.677.6145 451.677.7274 (fax) 451.986-6203 (fax) All covenants, conditions and provisions in this Lease shall extend to and bind the legal representatives, successors and assigns of the respective parties hereto. 11. Independent Contractor. This Lease shall not be deemed or construed to create any relationship or joint venture or partnership between the parties, to give the Lessor any interest in the business of Lessee, or 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. 12. Governmental Requirements A. 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, including but not limited to procuring all licenses, franchises, certificates, permits, and authorizations necessary to conduct business. B. No Liability 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 Lease or by reason of governmental requirements; Lessee shall not be entitled to terminate this Lease by reason thereof, unless the exercise of such power shall interfere with Lessee's rights hereunder so as to constitute a termination of this Lease by operation of law. C. 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 Page 5 • • the event facilities are constructed, maintained or otherwise operated on 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 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 Federally -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 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 ongin, 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, NONDISCRHvIINATION 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. §§ 12101, 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 leased space, which may be mandated by or necessary to meet the requirements of the statutes and regulations cited above and other relevant Federal, State or local laws, statutes and regulations cited above and other relevant Federal, State or local laws, statutes and ordinances that relate to disabled accessibility standards up to and including a maximum of $500.00 per year provided the improvement is mandated specifically due to the Lessees use with the Lessor being responsible for maintaining the building in compliance with the Americans with Disabilities Act. 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 sub - organizations provide assurances to the Airport that they similarly will undertake Affirmative Action Programs and that they will require assurances from their sub -organizations as required by 14 CFR Part 152, Subpart E to this same effect. 13. Miscellaneous A. Severability In the event any provisions of this Lease 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. Page 6 d • • • • B. Entire Lease: Modification. This Lease expresses the entire understanding of the Lessor and Lessee concerning the Leased Premises. Neither the Lessor nor Lessee has made or shall be bound by any Lease or any representation to the other concerning the Leased Premises or the subject matter hereof which is not set forth expressly in this Lease. This Lease may be modified only by a written Lease of subsequent date hereto signed by the Lessor and Lessee. C. 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 for any other breach by Lessee. D. Execution of Counterparts. This Lease simultaneously may be executed m several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. E Choice of Law. This Lease shall be construed and enforced in accordance with the laws of the State of Arkansas. F. Force Majeure. Neither the Lessor nor Lessee shall be deemed in violation of this Lease if it is prevented from performing any of the obligations hereunder by reason of embargoes, shortages 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 tune for performance automatically shall be extended by the period the party is prevented from performing its obligations hereunder. G. Binding Effect. This Lease 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 Lease. Page 7 • • • IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first above wntten. ATTEST: By Ci Cler ATTEST: By 0 CITY OF FAYETTEVILLE, ARKANSAS Lessor By Mayor a5 A44 DHL WORLDWIDE EXPRESS, INC. Lessee//jj� j� By &A c_, M lc Title: 1 tirsa en_ 0 nr2- ° Title: L. t • Page 8 • NAME OF FILE• Resolution No. 96-01 • CROSS REFERENCE: 07/03/01 Resolution No. 96-01 07/03/01 Lease Agreement with DHL Worldwide Express, Inc. Special Provisions (Aon Aviation) 11/01/01 Addendum No. Schedule of Insurers 06/25/01 Certificate of Insurance 04/13/01 Certificate of Insurance 11/01/00 Comprehensive Airline Liability Policy until 11/01/01 06/26/01 Memo to Gary Dumas, Utility Services Director/Interim Airport Manager, from Dale Frederick, Airport Marketing, regarding DHL - Drake Field 06/26/01 DHL - Drake Field 05/22/01 Letter to Alett Little, Economic Development Director, from Dilip P. Yajnik, Project Manager, Hanscomb, regarding DHL lease 06/29/01 Memo to Gary Dumas, from James Nicholson, Financial Coordinator, regarding Fire Station Roof 06/28/01 Departmental Correspondence to Mayor and City Council from Gary Dumas regarding DHL Lease 05/02/01 Memo to Fayetteville City Council from Alett Little thru Staff Review Committee regarding DHL Lease Agreement 06/05/01 Staff Review Form 07/11/01 Departmental Correspondence to Gary Dumas from Heather Woodruff, City Clerk NOTES: • • • LEASE between the City of Fayetteville, Arkansas and DHL Worldwide Express, Inc. This LEASE is executed this day of / 20 0/ , by and between the City of Fayetteville Arkan , 113 W. untai t., Fayetteville, AR, 72701, hereinafter called "Lessor" and DHL Worldwide Express, Inc. a Delaware Corporation, hereinafter called "Lessee." 1. Leased Premises. Lessor leases to Lessee, and Lessee leases from Lessor, the property at 4140 S. School Avenue, containing approximately 799.25 square feet of office space and 1 -179.. -99 -square -feet ofgarage/storage-area-located-on-the-premises-o€the-Fayetteville-Municipal Airport - Drake Field, hereinafter called "Airport", as reflected on Exhibit "A' attached hereto and made a part hereof. 2. Term of Lease. The term of this Lease shall be: A. Initial Term. A period of two (2) years commencing on the date of this Lease, , 2001 and expiring at midnight on 2003 unless otherwise terminated, canceled or extended as set forth herein below. B. Option to Extend. Lessee shall have the option to extend the Lease Term for five (5) consecutive one (1) year terms, under the same terms and conditions of this Lease, provided: (1) Lessee has complied with and performed all conditions, covenants, and terms of this Lease without any uncorrected defaults if known to Lessee, or any defaults that are not otherwise in the process of being resolved in the manner provided in this Lease. (2) Notice of Lessee's intent to renew has been made in writing to Lessor at least thirty (30) days prior to the expiration of the term. 3. Rental Charges. A. Initial Term. During the initial term of this lease, Lessee agrees to pay Lessor for the use of the Leased Premises the sum of $ 175.00 per month. However, should the lease term begin on a day other than the first day of the calendar month, or should the lease end on a day other than the last day of the calendar month, such partial month lease payment shall be a prorated share of the monthly lease payment. The initial lease payment is due and payable upon execution of this lease, and all subsequent monthly lease payments shall be due and payable in advance on or before the first day of the calendar month thereafter. A delinquency charge will be imposed on all payments not received by the close of business on the tenth day after the due date except that one (1) grace period in the first year of the Lease shall be allowed The grace period • • is allowed for the purpose of establishing the payment schedule and accustoming the tenant to the payment schedule. Such delinquency charge shall be the maximum amount allowable under Arkansas law. Nonpayment of rent for a period of three (3) months shall be considered an event of default. All payments shall be delivered to: Fayetteville Municipal Airport, 4500 S. School Ave., Suite F, Fayetteville, AR 72701. B. Extended Term. The schedule of Rental Charges for the remaining five (5) option years shall be as follows: (1) Year 3 $225/month (2) Year 4 $300/month (3) Year 5 $425/month (4) Year 6 $550/month (5) Year 7 $550/month 4—Insurance-and-Indemnity—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. The Lessor shall be named as Additional Insured on the Lessee's insurance. Proof of insurance shall be provided to the Airport. Further, no material change or cancellation of the insurance shall be made without 30 days notice to the Airport. 5. Utilities and Janitorial Services. Lessee shall be responsible for the maintenance of all utility services to or on the Leased Premises except as otherwise stated in Section 6. F. This shall include any power, gas, telephone, electricity, heating, water, sewer, storm water and all other utility services not enumerated specifically. Lessee shall be responsible for installation, relocation and modification of all utility services to or on the Leased Premises if and only if it is required only by Lessee and related to its business. Lessee shall pay as the same become due, all utility and other charges incurred in the operation, maintenance, use, occupancy, repair and upkeep of the Leased Premises and the improvements located thereon. Lessee shall provide for and supply at its expense all janitorial service with respect to the Leased Premises. 6. Use and Maintenance of Leased Premises. Lessee shall have use of the Leased Premises as follows: A. Lessee agrees to observe and obey all ordinances, rules and regulations promulgated by Lessor with respect to use of the Airport and the Leased Prenuses; provided, however, such ordinances, rules and regulations shall be consistent with safety and with rules, regulations and orders of the Federal Aviation Administration with respect to aircraft operations at the Airport; and provide further, such rules and regulations shall not be inconsistent with the provisions of this lease or the procedures prescribed or approved from time to time by the Federal Aviation Administration with respect o the operations of Lessee at the Airport. Lessee shall be entitled only to use the Leased Premises for lawful purposes. Lessee agrees that it is understood that Lessee is not permitted to engage in aircraft maintenance activities of any nature in said space. Page 2 • • B. Subject to Federal Aviation Administration, hereinafter referred to as "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 aircraft and activities related to Lessee's business. C. Lessee shall maintam Leased Premises in a clean and orderly condition and appearance, including all of the Lessor's fixtures, equipment and facilities and all Lessee's personal property. The Lessee shall not permit the accumulation of any rubbish, trash or other waste material on the Leased Premises. Lessee will arrange for their own trash dumpster for trash removal from the Leased Premises. Lessee shall be responsible for the lawn care, mowing and appearance of the outside grounds of the Leased Premises. D. Lessee shall not install any antennas or signs without prior consent of the Lessor. All signs-shall-be-permitted-through-the-City-of-Fayetteville—Lessee-shall-be-responsible-for-expenses arise from the installation and/or removal of antennas, radio signal or receiving towers, signs or related facilities, including any damage to the roof or building as the result of installation and/or removal of same. E. Lessee shall not dispose of any Hazardous Substances in Lessor's drains; and in the event that this provision is inadvertently violated by the Lessee, Lessee shall be responsible for any fines and clean-up, and shall indemnify and hold harmless the Lessor from claims related to the event. F. Lessee shall be responsible for the maintenance and normal operating condition of all heating, electrical and air conditioning equipment and interior plumbing on the Leased Premises up to and including a maximum cost of $500.00 per year. Lessor shall be responsible only for major maintenance of the existing equipment. Major maintenance, as used herein, shall mean replacement of the heating and air conditioning units or compressor units when deemed necessary by the Lessor. Lessee shall be responsible for the maintenance of all doors and glass windows. 7. Reservation of Rights. A. Lessor reserves the right to take such action as may be necessary to protect the aerial approaches of the Airport, against obstruction m accordance with the applicable standards and/or requirements. B. Lessor also reserves for itself and its licensees, an avigation easement in, over and across the airspace above the Leased Premises and the unrestricted right to subject the Leased Premises to such Airport noise and vibration as may result from the flight of aircraft, warm up of engines, testing of motors and other aviation related activities. C. Lessee, its representatives, agents, invitees and licensees, -shall have the -right of— ingress and egress to and from the Leased Premises. Lessor reserves the right 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. Page 3 • • • • D. Lessor may enter the Leased Premises at any reasonable time for any reasonable purpose necessary or incidental to the performance of its obligations hereunder. Notice of intent to enter will be given the Lessee except in emergencies. Lessor shall refrain from unreasonably interfering with Lessee's normal business operations and shall observe Lessee's security and safety rules. 8. Termination or Default. A. Lessor or Lessee may terminate this lease at any time by giving the other party ninety (90) days written notice of termination. B. At the expiration or termination of this Lease, Lessee agrees to surrender possession of the Leased Premises peacefully and promptly to the Lessor in as good condition as existed at the effective date of this Lease, normal wear and tear excepted. Lessee's rights to use of the Leased-Premises-shall-calge—All-fixtures,-improvements,-equipment, and -other -property -installed, erected or placed by Lessee on the Leased Premises shall be deemed to be personalty and shall remain the property of Lessee. Lessee shall have the right at any time during the term of this Lease, to remove any or all of such property from the Airport, subject, however, to Lessee's obligation to repair all damages, if any, resulting from such removal Any and all property not removed by Lessee prior to the expiration of this lease shall thereupon become the property of Lessor and title thereto shall thereupon vested in Lessor, except properties belonging to customers of the Lessee, or Lessor may require removal and restoration by Lessee. C. Failure of the Lessee to abide by the terms of this lease shall be considered an event of default, which shall result in the termination of this Lease. 9. Indemnity. Lessee agrees to indemnify Lessor against all liability for injuries to persons or damage to property caused by Lessee's use or occupancy of the Leased Premises; provided, however, Lessee shall not be liable for any injury, damage, or loss occasioned by the negligence or wilful misconduct of Lessor or its agents or employees including but not limited to hazardous substances. 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 Lease. 10. Assigning. Subletting and Encumbenng. A. Lessee shall not at any time sublet 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, or assign its rights under this Lease without the written consent of Lessor except to any affiliate, successor, or other bona fide member of the Lessee's corporation. Notice of any changes in responsibilities under this Lease shall be -given to the Airport— No -such subletting or assignment shall release Lessee from its obligations to pay the rental set forth herein. B. Notice as provided for herein shall be sufficient if sent by Certified Mail, postage prepaid, addressed as follows: Page 4 • Notice to Lessor: Airport Manager's Office 4500 S. School Ave., Ste. F Fayetteville, Alt 72701 501.718.7642 Notice of Lessee: (Copv to DHL Worldwide Express, Inc. ATTN: Corporate Real Estate 50 California Street Suite 500 San Francisco, CA 94111 415.677.6456 451.677.7274 (fax) DHL Legal Department 50 California Street Suite 500 San Francisco, CA 94111 415.677.6145 451.986-6203 (fax) • All covenants, conditions and provisions in this Lease shall extend to and bind the legal representatives, successors and assigns of the respective parties hereto. 11. Independent Contractor. This Lease shall not be deemed or construed to create any relationship or Joint venture or partnership between the parties, to give the Lessor any interest in the business of Lessee, or 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. 12. Governmental Requirements A. 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 unposed by the FAA, the Au -port, the state, federal or city government with respect to the Airport and operations thereof, including but not limited to procuring all licenses, franchises, certificates, permits, and authorizations necessary to conduct business. B. No Liability 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 Lease or by reason of governmental requirements; Lessee shall not be entitled to terminate this Lease by reason thereof, unless the exercise of such power shall interfere with Lessee's rights hereunder so as to constitute a termination of this Lease by operation of law. C. Nondiscnmination. 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 Page 5 • • • • the event facilities are constructed, maintamed or otherwise operated on 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 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 Federally -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 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 m the use o€said-facilities-on-the-grounds-o€race,-color,-creednational-ongin,rsex-or-disability;-(3)-Les e 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 Untfonrt 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. §§ 12101, 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 leased space, which may be mandated by or necessary to meet the requirements of the statutes and regulations cited above and other relevant Federal, State or local laws, statutes and regulations cited above and other relevant Federal, State or local laws, statutes and ordinances that relate to disabled accessibility standards up to and including a maximum of $500.00 per year provided the improvement is mandated specifically due to the Lessees use with the Lessor being responsible for maintaining the building in compliance with the Americans with Disabilities Act. 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 sub - organizations provide assurances to the Airport that they similarly will undertake Affirmative Action Programs and that they will require assurances from their sub -organizations as required by 14 CFR Part 152, Subpart E to this same effect. 13. Miscellaneous A. Severability. In the event any provisions of this Lease 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. Page 6 • • B. Entire Lease: Modification. This Lease expresses the entire understanding of the Lessor and Lessee concerning the Leased Premises. Neither the Lessor nor Lessee has made or shall be bound by any Lease or any representation to the other concerning the Leased Premises or the subject matter hereof which is not set forth expressly in this Lease. This Lease may be modified only by a written Lease of subsequent date hereto signed by the Lessor and Lessee. C. 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 for any other breach by Lessee. D. Execution of Counterparts. This Lease simultaneously may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. E. Choice of Law. This Lease shall be construed and enforced in accordance with the laws -of -the -State -of -Arkansas. F. Force Majeure. Neither the Lessor nor Lessee shall be deemed in violation of this Lease if it is prevented from performing any of the obligations hereunder by reason of embargoes, shortages 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. G. Binding Effect. This Lease 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 Lease. Page 7 • • • • IN WITNESS WHEREOF, the parties have executed this Lease on the day and year first above written. ATTEST: Byr/yl ��tC Ci Cler CITY OF FAYETTEVILLE, ARKANSAS Lessor g Mayor By ATTEST: By 0 DHL WORLDWIDE EXPRESS, INC. Lessee By L� //JJ L _ ZL-7z/ c. ✓1 )/2.-A----• Title: t t v e { 0 c,. tea, Title• L. • Page 8 • • LEASE between the City of Fayetteville, Arkansas and DHL Worldwide Express, Inc. This LEASE is executed this day of , 20 , by and between the City of Fayetteville, Arkansas, 113 W. Mountain St., Fayetteville, AR, 72701, hereinafter called "Lessor" and DHL Worldwide Express. Inc. a Delaware Corporation, hereinafter called "Lessee." _ Cody_ 1. Leased Premises. Lessor leases to Lessee, and Lessee leases from Lessor, the property at 4140 S. School Avenue, containing approximately 799.25 square feet of office space and 1,179.99 square feet of staragelstorage area, located on the premises of the Fayetteville Municipal Airport - Drake Field, hereinafter called "Auport", as reflected on Exhibit "A" attached hereto and made a part hereof. 2. Term of Lease. The term of this Lease shall be: A. Initial Term, A period of two (2) years commencing on the date of this Lease, , 2001 and expinng at midnight on , 2003 unless otherwise terminated, canceled or extended as set forth herein below. B. Option to Extend. Lessee shall have the option to extend the Lease Term for five (5) consecutive one (1) year terms, under the same terms and conditions of this Lease, provided: (1) Lessee has complied with and performed all conditions, covenants, and terms of this Lease without any uncorrected defaults if known to Lessee, or any defaults that are not otherwise in the process of being resolved in the manner provided in this Lease. (2) Notice of Lessee's intent to renew has been made in writing to Lessor at least thirty (30) days prior to the expiration of the term. 3. Rental Charges. A. Initial Tenn. During the initial term of this lease, Lessee agrees to pay Lessor for the use of the Leased Premises the sum of $ 175.00 per month. However, should the lease tern begin on a day other than the fust day of the calendar month, or should the lease end on a day other than the last day of the calendar month, such partial month lease payment shall be a prorated share of the monthly lease payment. The initial lease payment is due and payable upon execution of this lease, and all subsequent monthly lease payments shall be due and payable in advance on or before the first day of the calendar month thereafter. A delinquency charge will be imposed on all payments not received by the close of business on the tenth day after the due date except that one (1) grace period in the first year of the Lease shall be allowed. The grace period • • is allowed for the purpose of establishing the payment schedule and accustoming the tenant to the payment schedule. Such delinquency charge shall be the maximum amount allowable under Arkansas law. Nonpayment of rent for a period of three (3) months shall be considered an event of default All payments shall be delivered to: Fayetteville Municipal Airport, 4500 S. School Ave., Suite F, Fayetteville, AR 72701. B Extended Term. The schedule of Rental Charges for the remaining five (5) option years shall be as follows: (1) Year 3 $225/month (2) Year 4 $300/month (3) Year 5 $425/month (4) Year 6 $550/month (5) Year 7 $550/month 4. Insurance and Indemnity. 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. The Lessor shall be named as Additional Insured on the Lessee's insurance. Proof of insurance shall be provided to the Airport. Further, no material change or cancellation of the insurance shall be made without 30 days notice to the Airport. 5. Utilities and Janitorial Services. Lessee shall be responsible for the maintenance of all utility services to or on the Leased Premises except as otherwise stated in Section 6. F. This shall include any power, gas, telephone, electricity, heating, water, sewer, storm water and all other utihty services not enumerated specifically. Lessee shall be responsible for installation, relocation and modification of all utility services to or on the Leased Premises if and only if it is required only by Lessee and related to its business. Lessee shall pay as the same become due, all utility and other charges incurred in the operation, maintenance, use, occupy, repair and upkeep of the Leased Premises and the improvements located thereon. Lessee shall provide for and supply at its expense all janitorial service with respect to the Leased Premises. 6. Use and Maintenance of Leased Premises. Lessee shall have use of the Leased Premises as follows: A. Lessee agrees to observe and obey all ordinances, rules and regulations promulgated by Lessor with respect to use of the Airport and the Leased Premises; provided, however, such ordinances, rules and regulations shall be consistent with safety and with riles, regulations and orders of the Federal Aviation Administration with respect to aircraft operations at the Airport; and provide further, such rules and regulations shall not be inconsistent with the provisions of this lease or the procedures prescribed or approved from time to time by the Federal Aviation Administration with respect o the operations of Lessee at the Airport Lessee shall be entitled only to use the Leased Premises for lawful purposes. Lessee agrees that it is understood that Lessee is not permitted to engage in aircraft maintenance activities of any nature in said space. Page 2