HomeMy WebLinkAbout117-05 RESOLUTION•
RESOLUTION NO. 117-05
A RESOLUTION APPROVING A CONTRACT WITH WOOLSEY
AVIATION, d/b/a MILLION AIR FAYETTEVILLE TO PROVIDE
AVIATION FUELING AND OTHER SERVICES AT THE
FAYEFIEVILLE MUNICIPAL AIRPORT; AND APPROVING A
BUDGET ADJUSTMENT IN THE AMOUNT OF $24,000.00.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas
hereby approves a Contract with Woolsey Aviation, d/b/a Million Air
Fayetteville to provide aviation fueling and other services to the Fayetteville
Municipal Airport. A copy of the Contract, marked Exhibit "A" is attached
hereto and made a part hereof.
Section 2. That the City Council of the City of Fayetteville, Arkansas
hereby approves a budget adjustment in the amount of $24,000.00.
PASSED and APPROVED this 21st day of June 2005.
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ATTEST:
By:
SONDRA SMITH, City Clerk
DAN COODY, Mayor
•
AIRPORT USE AND LEASE AGREEMENT
FOR
FIXED BASE OPERATIONS
By and Between
FAYETTEVILLE MUNICIPAL AIRPORT, DRAKE FIELD
THE CITY OF FAYETTEVILLE, ARKANSAS
and
WOOLSEY AVIATION, INC., INC.,
d.b.a. MILLION AIR OF FAYETTEVILLE
Dated as of August 1, 2005
Section
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TABLE OF CONTENTS
Caption/Heading Page
1 Consideration 4
2 Demised Premised 5
3 Use 5
4 Term 6
5 Rental 6
6 Minimum Annual Fees 8
7 Lease Requirements 8
8 Improvements and Alterations
9 Transfer of Woolsey Aviation, Inc., Title and Interest
to the Airport
10 FAA Approval
11 Force Majeure
12 Security Control
13 Hazardous Waste/Substances
14 Utilities — Installation and Service Charges
15 Taxes
16 Indemnification and Insurance
17 Maintenance
18 Advertising
19 Fixtures and Improvements
20 Assignment
21 Disadvantaged Business Enterprise (DBE) Assurances...
22 Non -Discrimination
23 Default
24 Right to Terminate not Exclusive
25 Termination by Woolsey Aviation, Inc.
26 Attorney Fees
27 Protection from Violation — Moral Purposes
28 Rules and Regulations
29 Quiet Enjoyment
30 Estoppel Certificate
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25
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27
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28
Notices 28
Invalidity of Particular Provisions 29
General Terms 29
31
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33
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TABLE OF CONTENTS (continues)
Caption/Heading Page
Exhibit A Survey of Demised Premises 40
Exhibit B Airport Layout Plan 41
Exhibit C Final Site Development Plan 42
Exhibit D Equipment List 43
Attachments
Attachment #1
Attachment #2
Attachment #3
Airport Owned Equipment
Formula for Rental Increases
"The Minimum Standards for Fayetteville Municipal Airport
Drake Field"
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AIRPORT USE AND LEASE AGREEMENT
FOR FUEL AND LINE SERVICES FIXED BASE OPERATIONS
between
FAYETTEVILLE MUNICIPAL AIRPORT, DRAKE FIELD
and
WOOLSEY AVIATION, INC., INC., dba MILLION AIR OF FAYETTEVILLE
THIS AIRPORT USE AND LEASE AGREEMENT, (the "Lease') made and
entered into as of this a154- day of duns., , 2005 (the "Effective Date") by and
between the City of Fayetteville, represented by the Fayetteville Municipal Airport,
Drake Field, a body politic and corporate organized and existing under and by virtue of
the laws of the State of Arkansas and Woolsey Aviation, Inc., Inc., a Texas Corporation,
doing business as Million Air of Fayetteville.
WITNESSETH:
WHEREAS, the City of Fayetteville owns and operates the Fayetteville
Municipal Airport, Drake Field located in Washington County, Arkansas, hereinafter
called the "Airport", and
WHEREAS, the City of Fayetteville Mayor and City Council, along with the
Airport Administration in consultation with the Airport Advisory Board desire to contract
with Woolsey Aviation, Inc., for fuel and line services, and
WHEREAS, Woolsey Aviation, Inc., desires to lease from the Airport certain
premises for the purpose of operating a fuel and line service Fixed Base Operation, and
WHEREAS, Woolsey Aviation, Inc. desires to obtain from the Airport certain
rights, licenses, and privileges for the establishment and operation of a Fixed Base
Operation, hereinafter the "FBO" and
WHEREAS, the Airport represents that it has the right to lease the premises
together with all the facilities, rights, licenses, services and privileges in the manner and
to the extent hereinafter set forth:
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter continued, the parties agree for themselves, their successors, legal
representatives and assignees, as follows:
1. Consideration. That each of the aforesaid parties acknowledges the receipt of a
valuable consideration from the other and that they and each of them act herein in
further consideration of the engagements, of the other as herein stated.
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2. Demised Premised. The Airport warrants and represents that it is the owner in
fee simple of all of that certain land, the Airport, situated in Washington County,
Arkansas.
The Airport, for and in consideration of the rents to be paid and the obligations to
be performed by Woolsey Aviation, Inc., as hereinafter provided, does hereby
demise and lease unto Woolsey Aviation, Inc., subject to the conditions
hereinafter expressed, the premises described as the Demised Premises and
identified as FBO in said Exhibit "A", as described as follows.
2.1 The Premises described as 2000 square feet, plus or minus, of the Airport
Terminal Building plus non-exclusive use of areas in common with other
tenants to include imaging and signage as approved by the Airport.
2.2 The FBO Hangar, an 18,750 square foot heated aircraft storage hangar
located on the Executive Aircraft Parking Ramp south of the Terminal
Building.
2.3 The premises described as the FBO ramp containing 150,000 square feet,
plus or minus, in a space approximately 600 feet by 250 feet adjacent to
the Airport Terminal Building. Additionally, the Parties acknowledge and
agree that Woolsey Aviation, Inc.'s operations may require the use of
certain ramp and/or apron area contiguous and adjacent to the FBO ramp.
The Airport hereby grants to Woolsey Aviation, Inc. the right of
preferential use of the ramp and/or apron area as hereinafter described
provided; however, Woolsey Aviation, Inc. shall at all times and without
hindrance or obstruction, provide for the ingress and egress of aircraft to
Airport taxiways, runways, ramps and /or aprons.
2.4 The area designated the Fuel Farm. Woolsey Aviation, Inc., shall have
exclusive right to operate and store aviation fuels in the Fuel Storage tanks
located on the West side of the airport near the FAA Facilities
Maintenance facility.
2.5 Woolsey Aviation, Inc. shall also have and is hereby granted the right to
traverse all public taxiways, runways and ramps on property owned by the
Airport, and roads at the Airport. Such rights shall be subject to the
requirements of this lease Agreement, the provisions of similar subsequent
agreements and Federal Aviation Administration ("FAA") regulations.
3. Use. Woolsey Aviation, Inc. shall use the Demised Premises for the operation of
the flight line and fuel service FBO to include the storing, alteration, additions,
modification, cleaning, repairing, maintaining and servicing aircraft, aircraft
components and subcomponents in conducting its business operations, and the
provision of FBO services to the traveling public. Subject to the prior written
approval of the Airport, Woolsey Aviation, Inc. shall also have the right to use the
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Demised premises for other purposes ancillary or related to its FBO business.
Woolsey Aviation, Inc. and its successors and assigns, including any successor
holding by or through any mortgagee of Woolsey Aviation, Inc.'s interest shall
have the right to use the Demised Premises for other purposes than those
previously specified, but only with the prior written consent of the Airport.
Woolsey Aviation, Inc. shall at all times use the Demised Premises in full
compliance with all rules, regulations and requirements of the FAA and the
Airport, all terms and conditions of this Lease Agreement and such other
agreements as may be entered into by and between the Airport and Woolsey
Aviation, Inc. will not attempt to modify the terms and conditions of any
agreements hereunder without the prior written consent of the Airport. Nothing
contained herein shall be construed to grant or authorize the granting of an
exclusive right within the meaning of Section 308 of the Federal Aviation Act of
1958 (Title 49 USC 40103 and 47107), as amended. It is understood that
Woolsey Aviation, Inc., shall refer business to established airport based
businesses whenever possible, including but not limited to avionics repair,
aircraft maintenance and charter businesses.
4. Term. TO HAVE AND TO HOLD the Demised Premises unto Woolsey
Aviation, Inc., its successors and assigns, for the term hereinafter set forth:
4.1 Commencing on the date hereof and continuing for a period of five (5)
years (hereinafter the "Term"), beginning the 1st day of August, 2005 (the
"Commencement Date"). Woolsey shall have the right to extend this
agreement for three (3) five (5) year option periods. All rental terms shall
be negotiated and agreed upon prior to 90 days before the end of the then
current term and the negotiated terms shall then be presented to the
Airport Board and the City Council for approval of the terms and the
renewal of this agreement.
Rental.
5.1 Terminal Rent: The rent for Terminal space, + 2000 square feet, shall be
in accordance with the following schedule:
Year 1 ® $1,000.00 per month August 1, 2005 -July 31, 2006
Year 2 @ $1,750.00 per month August 1, 2006 -July 31, 2007
Year 3 @ $2,100.00 per month August I, 2007 -July 31, 2008
Year 4 @ $2,400.00 per month August 1, 2008 -July 31, 2009
Year 5 @ $2,700.00 per month August 1, 2009 -July 31, 2010
The rent shall include utility services connected with water, sewer, HVAC
and solid waste removal. The rent shall not include cable, WSI, Data and
telephone which shall be the responsibility of the tenant.
5.2 FBO Hangar Rent: The FBO Hangar is an 18,750 Square foot Heated
Hangar building and will be managed by Woolsey Aviation, Inc. The rent
for the FBO Hangar shall be in accordance with the following schedule:
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Year 1 @ $2,000.00 per month
Year 2 @ $2,250.00 per month
Year 3 @ $2,500.00 per month
Year 4 @ $2,750.00 per month
Year 5 @ $3,000.00 per month
The tenant shall provide utilities to the building including water, sewer,
electric and gas service. The Airport shall provide solid waste removal.
•
August 1, 2005 -July 31, 2006
August 1, 2006 -July 31, 2007
August 1, 2007 -July 31, 2008
August 1, 2008 -July 31, 2009
August 1, 2009 -July 31, 2010
5.3 FBO Ramp Rent: The FBO Ramp is approximately 150,000 square feet
of aircraft parking ramp and will be managed by Woolsey Aviation, Inc..
The rent for the FBO ramp is free in return for normal pavement
maintenance.
5.4 Parking Lot Rent: Woolsey Aviation, Inc. shall have the right to utilize
as much of the Airport parking lot as necessary to conduct its FBO
business. The use of such parking area shall be in cooperation with other
tenants of the airport and the Airport Terminal Building. Designated
parking areas shall be negotiated should it be required in the future and
signage for such shall be approved through the City of Fayetteville and by
the Airport Administration.
5.5 FBO Equipment Rent: Airport owned equipment is listed at Attachment
#1 and contains the approximate fair market value of each item. The
parties agree that Woolsey Aviation, Inc. shall maintain exclusive control
of any and all of the listed equipment that Woolsey Aviation, Inc requires
in the conduct of Woolsey Aviation, Inc.'s business. For this exclusive
control the rent for the selected equipment shall be negotiated. Should
Woolsey Aviation, Inc. and the Airport not be able to reach terms
agreeable to both parties, the Airport may elect to store or dispose of such
equipment IAW the City of Fayetteville disposal process.
5.6 Rental Payments. Said rental payments, and any other payments due to
the Airport under this lease, shall be made payable to the City of
Fayetteville. All rent shall be paid in lawful money of the United States of
America, and the burden of proof of payment of the rent in case of
controversy shall be upon Woolsey Aviation, Inc., Inc.
5.7 Rental Payment Reduction. Should any portion of the Demised
Premises be taken or rendered unsuitable, as defined herein, for the use
intended, then the rental payments shall be reduced in proportion to which
the area so taken or unsuitable bears to the total area of the Demised
Premises.
5.8 Rental Payment Increases: Rental payments shall increase in
accordance with the schedule in sections 5.2 and 5 3 through year 5 of this
agreement. Beginning with the first renewal option of this agreement,
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barring other renewal agreements, the rent payments shall increase at a
rate of the increase in the CPI (All Urban Consumers, All Items, U. S.
Average) plus 1 %, every 2 years and with renewal. The formula for such
increases is located at Attachment #2.
5.9 Payment of Revenues Collected for the Airport. During the Term of
this Lease, Woolsey Aviation, Inc. covenants and agrees to remit to the
Airport, no later than the tenth (10`h ) day of the month following the
month of receipt, any and all revenue collected by Woolsey Aviation, Inc.
from aircraft users and others on behalf of the Airport: including, but not
limited to, (a) fuel flowage fees and aviation fuel taxes as set forth in
Section 7.3(a) hereof; and (b) landing fees and other fees as set forth in
Section 7.13 hereof. The burden of proof of payment of such fees and
other revenue shall be upon Woolsey Aviation, Inc.
5.10 Monthly Late Charge. If any monthly rental payment, or any other
payment due under this Lease, is not received by the fifteenth (15`) day of
the month when such payments are due, the Lessee shall be liable for a
monthly late charge of Five Hundred and 00/100 Dollars ($500.00). Prior
unpaid late charges will be included in the total unpaid balance for the
purpose of calculating subsequent monthly charges. The late charges are
due one month from the date late charges are calculated. It is understood
and agreed that this or any other late charge is not a waiver of any other
rights the Airport has in this Lease.
Minimum Annual Fees.
6.1 Provision of Financial Statements. Woolsey Aviation, Inc. shall provide
to the Airport within 90 days following the close of Woolsey Aviation,
Inc.'s fiscal year, a copy of Woolsey Aviation, Inc.'s statements of
Financial Condition. Said statements, as prepared and attested to by
Woolsey Aviation, Inc.'s Certified Public Accountant, shall include a
schedule of Woolsey Aviation, Inc.'s Gross Revenue and a Reconciliation
of such revenue to the minimum annual fees payable under this Section 6.
In the event the auditor's report reveals an understatement of Gross
Revenues reported to the Airport of more than five percent (5.0%),
Woolsey Aviation, Inc. shall be liable for and pay to the Airport the
contract percentage of gross revenue stated under this Section 6 plus a
Late Charge equal to twenty percent (20.0%) of the understated payment
due to the Airport.
Lease Requirements. Consistent with the requirements of Title 49 USC
40103(e) and 47107, the Airport may grant, without unjust discrimination and on
reasonable conditions, non-exclusive rights, licenses, permits and privileges to
provide Fixed Base Operation (FBO) services to the public. Each Fixed Base
Operator similarly using the Airport shall be subject to the same charges and
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certain and specific minimum standards for FBO services to the public; including,
but not limited to, the provision of such facilities and equipment as are required to
provide for and perform a consistently high level of service, use and the provision
of products to the traveling public and the aviation industry on a twenty-four (24)
hour, 365 day per year basis. The Airport hereby covenants that the minimum
standards for FBO services at the Airport shall be no less than those minimum
service requirements set forth in Sections 7.1 and 7.2 of this Lease. In
consideration of the right, license, permit and privilege granted hereunder by the
Airport to Woolsey Aviation, Inc. for the establishment and operation of the FBO,
Woolsey Aviation, Inc. agrees and covenants that it shall develop implement,
maintain, and do all things necessary to provide and comply with said minimum
FBO standards and requirements. Each FBO using the Airport shall assume
obligations substantially similar to those already imposed on Woolsey Aviation,
Inc. hereunder.
7.1 Facilities. In consideration for the Term provided in the Lease, Woolsey
Aviation, Inc. shall invest approximately $150,000.00 for the design,
construction, and equipping of FBO facilities; including, but not limited
to:
(a) Contribute to the design, construction, furnishing and equipping of
the General Aviation facility in the Terminal Building for Woolsey
Aviation, Inc.'s FBO operations. As a minimum requirement,
Woolsey Aviation, Inc. demised premises shall contain sufficient
space and equipment for the provision of the following services or
functions. customer lounge, customer service reception area, line
service ready room and offices, pilot's lounge and sleep rooms,
weather briefing area, conference room, and vending areas
sufficiently equipped to meet the needs of the traveling public.
(b)
Acquire sufficient aircraft handling equipment for Woolsey
Aviation, Inc.'s FBO, use. Woolsey Aviation, Inc. shall expend a
sufficient capital investment to equip the 18,750 square foot hangar
building for its use.
7.2 Equipment. Woolsey Aviation, Inc. shall provide such refueling and
ground support equipment as is required and necessary to the proper
conduct of Woolsey Aviation, Inc.'s FBO business: including, but not
limited to, the listing of capital equipment set forth as Exhibit "D";
provided, however, that Woolsey Aviation, Inc. may, with the Airport's
prior written consent, increase or decrease the amount and type of
equipment in accordance with Woolsey Aviation, Inc.'s operational
requirements. The Airport's consent under this Section 7.2 shall not be
unreasonably withheld; provided, however, that Woolsey Aviation, Inc.
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shall at all times provide such equipment as is required for Woolsey
Aviation, Inc. to comply with the requirements of this Lease.
7.3 Fuel Farm. Woolsey Aviation, Inc. shall operate and maintain the fuel
farm IAW the following provisions for the storage of fuels:
(a) License to Dispense Fuels. The parties agree that Woolsey
Aviation, Inc. is granted an exclusive license to dispense aviation
fuels under permit, subject to Woolsey Aviation, Inc.'s collection
and remittance, for and on behalf of the Airport, a fuel flowage and
storage fee in the initial amount of $.10 (ten cents) per gallon, or
such an amount as may hereafter be established by the Airport on
all fuel delivered to and offloaded into the existing Fuel Farm.
(b) Woolsey Aviation, Inc. Fuel Farm Requirements. In
consideration of the license to Dispense Fuels granted under
Section 7.3 (a), Woolsey Aviation, Inc., at its sole expense, shall
at all times during the Term maintain, preserve and keep in good
repair the above ground Fuel Farm and any facilities related
thereto. Before accepting this responsibility, by signature here on,
the parties shall agree, after sufficient inspection, that the fuel farm
is in good repair and up to standard as required for the operation
and maintenance of such facilities. Woolsey Aviation, Inc. shall
develop a Fuel Storage and Handling Procedures Manual which
meets all requirements of statute, rule or regulation for the storage
and handling of fuels. Woolsey Aviation, Inc. shall at all times
provide employees trained in fuel handling, fuel storage facilities
and fire safety, and provide the Airport with documented evidence
of such training. Woolsey Aviation, Inc. shall conduct daily
operational checks of all fuel storage facilities and fueling vehicles
to ensure protection of fuel quality and readiness of facilities and
equipment, and the detection of water or other contamination,
system leakage and/or spills. Woolsey Aviation, Inc. shall
implement and maintain stringent procedures for the control and
monitoring of all fuel and de-icing inventory levels. Such
inventories shall be managed in strict compliance with the
standards and procedures of air carvers, fuel suppliers, and the
Airport. Woolsey Aviation, Inc. shall implement and maintain
procedures which monitor and report fuel receipts into storage,
delivery out of storage, and delivery of product into aircraft and/or
ground service vehicles. Consistent with the availability of
adequate measuring devices, Woolsey Aviation, Inc. shall
account for all inventory to a minimum standard of tolerance
within a range of plus/minus one-half of one percent.
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7.4 Minimum Service Requirements. Woolsey Aviation, Inc. shall, as a
minimum requirement and at its expense, provide Line Services, as more
fully defined in this Section 7.4, and the operation and maintenance of the
Fuel Farm, as set forth in Section 7.3(b). Line Services shall include the
following services:
(a) The sale and dispensing of aviation fuels and lubricants, and the
provision of refueling services to owners of commercial passenger,
cargo carrier, general aviation and military aircraft.
(b) The sale and dispensing of aircraft de-icing fluids and the
provision of de-icing services to aviation operators and their
aircraft.
(c) Ground handing and aircraft support services; including, but not
limited to, the provision of auxiliary ground power and air systems,
passenger handling, baggage handling, towing, lavatory servicing,
potable water servicing, and other common ground support
services.
(d) The provision of other services to general aviation and military
aircraft passengers; including, but not limited to, hotel and
transportation accommodations, in-flight catering, shuttle
transportation, and other common passenger services.
(e)
The provision of aircraft arrival, parking, tie -down, aircraft
storage, and aircraft hangaring services.
(f) The provision of aircraft towing and disabled aircraft removal for
aircraft up to and including narrow body air carrier aircraft.
(g)
The provision of passenger security screening as required by
applicable regulations at the request of charter services serving the
airport.
7.5 Permitted Services. Woolsey Aviation, Inc. may, at its sole expense and
discretion, provide the following services:
(a) Cargo handling services to include the loading and unloading of
commercial cargo aircraft.
(b)
Aircraft charter, air taxi, aircraft rental services and automobile
rental services.
(c) Such other services and uses as are consistent with the business of
a full service FBO, subject to the written prior consent of the
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Airport. Businesses which are already located on the airport will
receive preferential treatment if possible when requesting consent
of the Airport to provide such other additional services.
7.6 Refueling Operations. Woolsey Aviation, Inc. shall develop, implement
and maintain operational procedures for the refueling operation of the
FBO and the Fuel Farm, including, but not limited to, operational and
safety procedures and regulations, fuel spill and emergency response
requirements; and demonstrated compliance with all requirements of
appropriate sections of the National Fire Protection Association (NFPA)
Code 407, ATA 103, FAR Part d139, and 14 CFR Part 139.
7.7 Ground Handling. Woolsey Aviation, Inc. shall develop, implement and
maintain operational procedures for receiving, marshaling, shut -down,
parking, servicing, securing, start-up and dispatching aircraft from
Woolsey Aviation, Inc.'s flight line. The procedures shall include, but not
be limited to, flight line safety, driving safety, the provision of lead-in
vehicles, the use of hand signals, and the movement, coordination and
control of personnel, ground equipment and vehicles in FAR Part 107 and
AOA movement areas.
7.8 Towing/Clearing Disabled Aircraft. Woolsey Aviation, Inc. shall
provide and make available on a 24-hour, seven-day a week basis
adequate towing equipment and trained personnel to tow and/or clear all
categories of aircraft normally and routinely expected to be handled by the
FBO, including aircraft to and including Gulfstream V and narrow body
air carrier aircraft. Woolsey Aviation, Inc. shall maintain and implement
an emergency plan to remove any disabled general aviation aircraft from
the runway, taxiway and aprons of the Airport, including but not limited
to, the provision of tow tractors, tow bars, air gags, hacks, straps, and
access to heavy lift equipment (forklifts and cranes) as may be required to
execute the emergency plan, in cooperation with Airport maintenance
personnel.
7.9 Communications. Woolsey Aviation, Inc. shall develop, implement and
maintain FCC approved two-way radio communications procedures and
an operational plan which insures the provision of internal operational
communications having a minimum range of five (5) miles, and air -to -
ground communications between the FBO and arriving/departing aircraft
having a minimum range of 75 miles.
7.10 Safety. Woolsey Aviation, Inc. shall develop, implement and maintain
safety programs and procedures, including inspections, checklists and
tests, to ensure the operational safety of the FBO, the documentation and
reporting to the Airport of any potential safety hazards, and the training
and certification of all service personnel
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7.11 Emergency Plan. Woolsey Aviation, Inc. shall develop, implement and
maintain an operational plan to respond to general aviation emergencies,
including aircraft incident handling, recall procedures for aircraft salvage
requirement, and foul weather contingency plans including snow, high
winds and power outages. The Emergency Plan shall be in coordination
with Airport Administration and shall include coordination with the
airport maintenance staff, the City of Fayetteville Fire Department, and the
City of Fayetteville Police Department.
7.12 Staffing. Woolsey Aviation, Inc. shall develop, implement and maintain
an organizational structure and staffing plan which provides continuous
service for 24 -hours per day, 365 days per year. On call services may be
used to service customers at times when the FBO is unmanned.
7.13 Revenue Management. Woolsey Aviation, Inc. shall develop, implement
and maintain a system for the collection and remittance of landing fees,
fuel flowage fees and taxes, and other fees for the benefit of the Airport.
Woolsey Aviation, Inc. shall implement and maintain audit and reporting
procedures for such collections and remittances, provided, however, that
such procedures shall be subject to the prior written approval of the
Airport and further subject to such future modifications and/or changes as
may be reasonably required by the Airport to ensure accuracy of reporting
and audit and collection control.
7.14 Maintenance. Woolsey Aviation, Inc. shall develop, implement and
maintain adequate maintenance of its equipment and facilities to ensure
that at all times the FBO provides a high level of quality service and
cleanliness to the traveling public.
7.15 Pricing. Woolsey Aviation, Inc. shall establish and maintain a pricing
policy and structure which ensures fair and clearly stated pricing which is
consistent with local, regional and national markets and based on fair and
reasonable return to the FBO and reviewed by the Airport. Current
pricing agreements for based customers will be honored to the greatest
extent possible.
7.16 Self Service Fueling Station. The Airport plans to keep the self service
fueling station for 100LL Aviation Fuel and Automobile Fuel, located on
the east side of the airport and to purchase aviation fuel from the fuel and
line service FBO. As a provision of this agreement, the parties agree that
the Airport shall purchase aviation fuel from the FBO and that the FBO
will cause the fuel to be delivered to the fueling station. It is also agreed
that the Airport shall pay for the fuel at cost plus a delivery fee not to
exceed $.15 per gallon. Sale to the Airport for resale shall not include
sales tax as the sales tax will be paid at the time of sale into the aircraft.
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Self Serve pricing shall be in accordance with the approved airport pricing
formula.
Improvements and Alterations.
8.1 Plans, Specifications and Permits. Plans or specifications for the
alteration of all structures shall be subject to prior written approval of the
Airport, said approval not to be unreasonably withheld. It is understood
and agreed that Woolsey Aviation, Inc. shall at all times and in every
instance comply with the requirements of the Airport, including, but not
limited to, compliance with design criteria and standards, and Federal and
state governmental requirements for the protection of the environment in
the construction of the improvements and alternations, contemplated
hereunder; including, but not limited to, a the securing of such permits as
may be required by the appropriate regulatory agencies or entities of
government. It is further understood and agreed that construction of any
such structures are also subject to the prior written approval of the FAA in
accordance with the provisions of Part 77 of the FAA regulations. The
Airport hereby agrees that it will use its best efforts to assist Woolsey
Aviation, Inc. in obtaining such approval.
8.2 Activity on Demised Premises. Woolsey Aviation, Inc. agrees not to
conduct or permit to be conducted any activity on the Demised Premises
which would interfere with or be a hazard to flight of aircraft either to or
from the Airport, or interfere with the ground movement of aircraft at the
Airport, or interfere with air navigation and communication facilities
serving the Airport. Woolsey Aviation, Inc. agrees that no structure will
be erected or natural objects created on the Demised Premises which
would constitute a hazard to air navigation.
8.3 Alterations. Woolsey Aviation, Inc may make interior alterations
(structural or otherwise), minor exterior alterations and changes,
decorations and minor additions with prior approval of the Airport as long
as it does not materially change previously approved structural
improvements, violate the terms and conditions of the Lease Agreement or
violate FAA regulations. The Airport acknowledges, however, that
Woolsey Aviation, Inc. will modify the appearance and decor of all
common areas, restrooms and main lobby area to ensure that the
appearance of such areas are consistent with Million Air system
requirements as described in the Million Air Confidential Operating
Manual.
8.4 Approvals. It is understood and agreed that this Lease is subject to the
reasonable approval by the Airport and the FAA. The Airport shall review
and conceptually approve or reject with comments such Plans within ten
(10) days of receipt of the Plans. If the Airport would reject such Plans,
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the Airport comments shall be in sufficient detail so as to allow Woolsey
Aviation, Inc. to revise and resubmit such Plans, incorporating the
Airport's comments thereto. Upon resubmission of the revised Plans by
Woolsey Aviation, Inc. to the Airport, the Airport shall review and
conceptually approve or reject with comments such Plans within ten (10)
days of receipt of the revised Plans. The foregoing process shall continue
until the Plans have been approved by the Airport; provided, however, in
the event approval of the Plans is not obtained, Woolsey Aviation, Inc., at
its election, may terminate this Lease without further obligation to the
Airport as provided herein.
8.5 Expansion and Modification. During the Term, Woolsey Aviation, Inc.
shall have the right, subject to the reasonable approval of the Airport and
the FAA and in compliance with the terms and conditions of this Lease to
expand or modify Woolsey Aviation, Inc.'s FBO premises and ancillary
facilities thereto, and other related facilities on the Demised Premises.
9. Transfer of Woolsey Aviation, Inc Title and Interest to the Airport. It is
covenanted and agreed that all of Woolsey Aviation, Inc 's right, title and interest
in any buildings and improvements remaining on the Demised Premises at the
expiration of the Term of this Lease or termination of this Lease, as set forth
herein, shall at such time be and become the property of the Airport, subject only
to the rights of removal of trade equipment, trade dress, signage, and trade
fixtures from time to time installed on the Demised Premises as provided in
Section 22. Until such expiration or termination of this Lease, all right, title and
interest in any buildings and improvements on the Demised Premises shall reside
in Woolsey Aviation, Inc.; provided, however, that during the Term of this lease,
Woolsey Aviation, Inc. shall grant to the Airport an undivided residual interest in
the fair market value of any buildings and improvements on the Demised
Premises equal to three point thirty three percent (3.33%) per annum of said fair
market value during each year of the Term.
10. FAA Approvals. The Airport and Woolsey Aviation, Inc. agree that this Lease is
made subject to, and is wholly contingent upon Woolsey Aviation, Inc.
compliance with all rules and requirements of the FAA as are or may be required
for the Airport to make and enter into this Lease.
11. Force Majeure. If the substantial completion and occupancy of the initial
improvements to be constructed by Woolsey Aviation, Inc. upon the Demised
Premises shall be delayed or prevented by reason of strikes, lockouts, labor
troubles, without fault and beyond the reasonable control of the party obligated,
performance of such acts shall be excused for the period of delay and the period
for the performance of any such act shall be extended for a period equivalent to
the period of such delay.
15
•
12. Security Control. Woolsey Aviation, Inc. agrees to control all persons and
vehicles entering any airport restricted area (including aircraft movement area)
through its leased space in accordance with the Fayetteville Municipal Airport
Drake Field Security Program and in compliance with Federal Aviation
Regulations, Part 107, as these now exist or may exist in the future.
13. Hazardous Waste/Substances.
13.1 Definitions. The term "Hazardous Substances," as used in the Lease,
shall mean:
(a) Any hazardous or toxic substances, materials or wastes, including,
but not limited to, those substances, materials, and wastes listed in
the United States Department of Transportation Hazardous
Materials Table (49 CFR § 172.101) or by the Environmental
Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto;
(b)
Designed as a "Hazardous Substance" pursuant to Section 311 of
the Clean Water Act, 33 U.S. C. § 1251 et seq. (33 U.S.C. § 1321),
or listed pursuant to Section 307 of the Clean Water Act (33
U.S.C. § 1317);
(c) Defined as a "Hazardous Substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 6901, et seq. (42 U.S.C. § 6903); or
(d) Defined as "Hazardous Substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 9601, it seq. (42 U.S.C. § 9601) or any
other substances, (including, without limitation, asbestos and raw
materials which include Hazardous constituents), the general,
discharge or removal of which or the use of which is restricted,
prohibited or penalized by any "Environmental Law", which term
shall mean any Federal, state or local law, regulation or ordinance
relating to pollution or protection of the environment.
13.2 Inspection. The Airport and Woolsey Aviation, Inc agents and
representatives shall have the right, in the company of Woolsey Aviation,
Inc. and/or its employees or agents, to enter into or upon the Demised
Premises, or any part thereof, during normal business hours and after
reasonable notice to Woolsey Aviation, Inc., for the purpose of examining
same, including but not limited to, the right to test for Hazardous
Substances thereon and the adequacy of security to restricted areas.
Woolsey Aviation, Inc. shall have the right, but not the obligation, to
receive split samples of any sampling matter to be tested by Woolsey
16
• •
Aviation, Inc. which split samples will be analyzed by Woolsey Aviation,
Inc. at Woolsey Aviation, Inc.'s expense.
13.3 Notification. If the Airport or Woolsey Aviation, Inc. discovers any
Hazardous Substances on the Demised Premises, it will promptly notify
the other party of the details of such Hazardous Substances.
13.4 Permitted Activities. Woolsey Aviation, Inc. hereby agrees that:
(a) No activity will be conducted on the Demised Premises by
Woolsey Aviation, Inc., its agents, employees, subleases, invitees
or any other party entering the Demised Premises during the term
hereof that will produce any Hazardous Substance, except for such
activities that are part of the ordinary course of Woolsey Aviation,
Inc.'s business activities (the "Permitted Activities"), provided said
Permitted Activities are conducted in accordance with all
Environmental Laws and have been approved in advance in
writing by the Airport.
(b)
The Demised Premises will not be used by Woolsey Aviation,
Inc., its agents, employees, sublessees, invitees or any other party
entering the Demised Premises during the term hereof in any
manner for the storage of any Hazardous Substances except for the
temporary storage of such materials that are used in the ordinary
course of Woolsey Aviation, Inc.'s business (the "Permitted
Materials") provided such Permitted Materials are properly stored
in a manner and location in compliance with all Environmental
Laws;
(c) No portion of the Demised Premises will be used by Woolsey
Aviation, Inc., its agents, employees, sublessees, invitees or any
other party entering the Demised Premises during the term hereof
as a landfill or dump;
(d) Woolsey Aviation, Inc will not during the term allow any surface
or subsurface condition to exist or to come into existence that
constitutes, or with the passage of time may constitute, a public or
private nuisance; and
(e) Woolsey Aviation, Inc. will not during the Term permit any
Hazardous Substances to be brought onto, stored, processed,
disposed of or, released, discharged from (including ground water
contamination) or otherwise handled on the Demised Premises,
except for the Permitted Materials described above, and if so
brought or found located thereon, the same shall be immediately
removed, with proper disposal in compliance with all
17
• •
Environmental Laws and all required cleanup procedures shall be
diligently undertaken pursuant to all Environmental Laws.
13.5 Environmental Compliance Program. Woolsey Aviation, Inc. further
agrees to develop and implement an environmental compliance program
for its operations at the Demised Premises, but only to the extent required
by Federal, state or local rules, regulations, or statutes, as such may now
exist or exist in the future. Further, Woolsey Aviation, Inc. will provide a
copy of its Storm Water Pollution Prevention Plan (SWPPP), and Spill
Prevention Control and Countermeasure Plan (SPCC) to Airport
Administration, and coordinate with the Airport on implementation and
SWPPP/SPCC updates.
13.6 Indemnification. Woolsey Aviation, Inc. agrees to indemnify and defend
(with counsel reasonably approved by the Airport) and hold the Airport
and its employees and agents harmless from and against and to reimburse
said parties for any claims (including, without limitation, third party
claims whether for personal injury or real or personal property damage or
otherwise, actions, administrative proceedings (including informal
proceedings), judgments, damages, punitive damages, penalties, fines,
costs, liabilities (including sums paid in settlement of claims; provided,
however, that the Airport shall not settle any claims without the prior
written consent of Woolsey Aviation, Inc.), interest or losses, including
reasonable attorney's fees and expenses (including such fees and expenses
incurred in enforcing this Section 13.6), reasonable consultant fees, and
reasonable expert fees, together with other costs and expenses of any kind
or nature that arise from or in connection with the presence, suspected
presence, release or suspected release of any Hazardous Substances into
the air, soil, ground water or surface water at, on, about , under or within
the Demised Premises, or any portion thereof, or elsewhere in connection
with the transportation of Hazardous Substances to or from the Demised
Premises provided that such presence, suspected presence, release or
suspected release is the result of the activities of Woolsey Aviation, Inc.,
its agents, and employees during the term of the Lease.
(a) The indemnification provided in this paragraph shall
specifically apply to and include claims or actions brought
by or on behalf of employees of Woolsey Aviation, Inc.
against the Airport. The indemnification provided herein
shall specifically cover costs, including capital, operating
and maintenance cost, incurred in connection with any
investigation or monitoring of site conditions, any cleanup,
containment, remediation, removal or restoration work
required or performed by any federal, state or local
govemmental agency or political subdivision or performed
by any nongovernmental entity or person in response to any
18
• •
order or other requirement by such governmental agency,
but this indemnification is subject to the express limitation
that:
(i) any presence, suspected presence, release or
suspected release of any Hazardous Substances into
the air, soil, ground water or surface water at, on,
about, under or within the Demised Premises, or
any portion thereof, or elsewhere in connection with
the transportation of Hazardous Substances to or
from the Demised Premises, is the result of the
activities of Woolsey Aviation, Inc., its agents, and
employees during the term of the Lease; and
(ii) the further limitation that any investigation,
remediation, etc. of Hazardous Substances is
required by applicable law and the governmental
agency having jurisdiction thereof.
13.7 Removal and Disposition. Upon the expiration of the Term; Woolsey
Aviation Inc., at its own expense, hereby agrees to properly remove and
dispose of all storage tanks placed on the Demised Premises by Woolsey
Aviation, Inc. in compliance with all applicable Environmental Laws and
all required cleanup procedures shall be diligently undertaken in
compliance with the governmental agency having jurisdiction thereof.
13.8 Information Available. The Airport hereby represents and warrants that
the Airport has made available to Woolsey Aviation, Inc. copies of the
Airport Environmental Impact Statement, the Airport Master Plan and all
environmental studies of the airport property and all other information
known to the Airport conceming the environmental condition of the
Demised Premises and any real property adjacent to the Demised Premises
that would adversely affect the Demised Premises.
13.9 Spill Prevention and Storm Water Discharge.
14. Utilities — Installation and Service Charges.
14.1 Woolsey Aviation, Inc. Requirements: Woolsey Aviation, Inc. shall
install or cause to be installed, telephone, cable, broad band and flight
following, weather and flight planning services for its use and for use of
customers.
14.2 Airport Requirements: The Airport shall, at its expense, make available
to Woolsey Aviation, Inc. no later than the Commencement Date
19
permanent electric, heat, water, and sewerage utilities for the Terminal
Building. The Airport shall provide dumpsters for use by all tenants.
15. Taxes.
15.1 Payment Responsibility. Woolsey Aviation, Inc. shall pay or shall cause
to be paid, prior to their becoming delinquent, unless being contested, any
and all taxes which are lawfully levied, assessed or imposed at any time
during the Term upon any improvements erected by Woolsey Aviation,
Inc. or those holding by, through or under Woolsey Aviation, Inc. thereon,
and all applicable personal property taxes. The Airport is responsible for
all real estate taxes of any nature that apply to any period of time prior to
the beginning of the term hereof.
16. Indemnification and Insurance.
16.1 Indemnification by Woolsey Aviation, Inc.. Woolsey Aviation, Inc.
agrees to indemnify and hold harmless the Airport and the City of
Fayetteville from and against any and all claims by or on behalf of any
person or persons, firm or firms, corporation or corporations, arising from
the negligent or wrongful use, occupancy, conduct and management of, or
from any negligent or wrongful work or thing whatsoever done in or about
the Demised Premises by Woolsey Aviation, Inc., or any representative or
employee of Woolsey Aviation, Inc. during the Term.
16.2 Indemnification of Airport. The Airport agrees to indemnify and hold
harmless Woolsey Aviation, Inc. from and against any and all claims by or
on behalf of any person or persons, firm or firms, corporation or
corporations, arising from:
(a) The ownership by Airport of the Demised Premises;
(b) Any wrongful conduct of the Airport or any representative,
employee, invitee or permitee of the Airport in connection with the
exercise of the Airport's rights and the performance of the
Airport's obligations under this Lease, or otherwise with respect to
the Demised Premises; and
(c) Any default in the performance by the Airport, or any
representative of the Airport, of the Airport's obligations under this
Lease.
16.3 Woolsey Aviation, Inc. Insurance.
(a) Minimum Liability Insurance. Woolsey Aviation, Inc. shall
maintain or cause to be maintained for the benefit of the Airport
and Woolsey Aviation, Inc.: (i) general public airport liability
20
insurance against claims for bodily injury, death or property
damage occurring in or about the Demised Premises and
improvements thereon, such insurance to afford protection in an
amount equal to minimum limits of liability of Five Million
Dollars ($5,000,000) combined single limit for injury (or death)
and for damage to property; (ii) comprehensive public liability and
property damage insurance in an amount equal to minimum limits
of Fifty Million Dollars ($50,000,000) combined single limit for
all fueling operations; and (iii) aircraft liability insurance in an
amount equal to minimum limits of Five Million Dollars
($5,000,000) combined single limit. A memorandum copy of each
such policy of insurance (which shall name the Airport as an
additional insured), or Certificate of Insurance, shall be deposited
with the Airport and shall provide for at least sixty (60) days notice
to the Airport prior to cancellation and/or change in any insurance.
(b) Adjustment of Minimum Liability Insurance. In the event the
Airport should, at any time after the first five years of the term
hereof, determine in its reasonable judgment that Woolsey
Aviation, Inc. should provide liability insurance protection in
excess of the limits it is then carrying, the Airport shall notify
Woolsey Aviation, Inc. of its determination in writing, stating the
limits it requests and the reasons therefore. If the Airport or
Woolsey Aviation, Inc. shall thereupon determine that they are
unable to agree upon the minimum limits to be carried, each party
shall within fifteen (15) days from said determination appoint a
person with at least five (5) years of experience in the sale of
liability insurance and the underwriting of liability insurance risks
to decide reasonable minimum limits to be carried, and their joint
decision shall control. If these two persons are unable to mutually
agree upon such minimum limits, they will appoint a third person
so experienced, and the decision of the majority shall control.
Each party shall pay the cost of the person it appoints and share
equally the cost of the third person appointed. In the event such
decision requires an increase in coverage, Woolsey Aviation, Inc.
shall provide the increased coverage within thirty (30) days from
and after such decision. In making the determinations hereunder,
all material factors shall be considered, including the general
availability and terms of liability insurance at a reasonable cost at
the time.
(c) Fire and Extended Coverage Insurance. Woolsey Aviation, Inc.
agrees that it will, at all times during the term of this Lease, keep
insured any improvements it hereafter erects upon the Demised
Premises under what is commonly know as a fire and extended
coverage policy (which shall name the Airport as an Additional
21
Insured) and shall furnish the Airport a Certificate of such
Insurance. Said insurance shall be in an amount equal to not less
than ninety percent (90%) of the insurable value of said
improvements, and may contain appropriate deductibles at the
reasonable discretion of Woolsey Aviation, Inc.
(d) Use of Insurance Proceeds. In the event of damage or destruction
to the Demised Premises or improvements thereon by fire or other
insured casualty or otherwise, proceeds from such insurance,
subject to the prior rights of mortgagees and/or other security
holders, if any, shall be used toward restoring the Demised
Premises and improvements thereto.
16.4 Airport Insurance. The Airport shall maintain or cause to be maintained
general public airport liability insurance against claims for bodily injury,
death or property damage occurring in or about the Airport, such insurance
to afford protection in an amount equal to minimum limits of liability of
Five Million Dollars ($5,000,000.00) combined single limit for injury (or
death) and for damage to property.
17. Maintenance. Woolsey Aviation, Inc. agrees to keep the Demised Premises and
the improvements thereon in good order, maintenance and repair, ordinary wear
and tear and casualty losses excepted, and upon the termination or expiration of
this Lease to surrender up the Demised Premises and improvements thereon to the
Airport in such condition.
18. Advertising. No outside walls, roofs or other portion of the Demised Premises or
of any improvements thereon shall be leased for or used forany advertising
purposes. Reasonable business identification signs will be permitted subject to
the approval of the Airport and upon receipt of a valid permit by the City of
Fayetteville.
19. Fixtures and Improvements. It is expressly understood and agreed that any and
all trade machinery, equipment fixtures and improvements of whatsoever nature
(excluding real property) at any time placed, installed or maintained upon any
portion of the Demised Premises by Woolsey Aviation, Inc. shall be and remain
the property of Woolsey Aviation, Inc. Woolsey Aviation, Inc. shall have the right
to install and remove at any time during Woolsey Aviation, Inc.'s occupation of
the Demised Premises or within sixty (60) days after this Lease may be
terminated or have expired, to remove any and all trade machinery and equipment
owned or placed by Woolsey Aviation, Inc., upon the Demised Premises whether
before or during the Term, but shall not be obligated to do so. In the event of
removal Woolsey Aviation, Inc. shall repair any and all damage to the leasehold
improvement caused by said removal.
22
20. Assignment. Woolsey Aviation, Inc. shall not at any time assign this Lease or
any part thereof, or sublet all or any portion of the Demised Premises herein
without having first secured written approval of the Airport.
21. Disadvantaged Business Enterprise (DBE) Assurances. Woolsey Aviation,
Inc. acknowledges that the provision of 49 CFR, Part 26, Disadvantaged Business
Enterprises (DBE), as said regulations may be amended, and such other similar
regulations may be enacted, may be applicable to the activities of Woolsey
Aviation, Inc. under the terms of this lease, unless exempted by said regulations,
and Woolsey Aviation, Inc. hereby agrees to comply with the FAA and the U.S.
Department of Transportation, in reference thereto. These requirements may
include, but not be limited to, compliance with DBE participation goals, the
keeping of certain records of good faith compliance efforts, which would be
subject to review by the various agencies, the submission of various reports and,
if so directed by the various governmental agencies, the contacting of specified
percentages of goods and services contracts to Disadvantaged Business
Enterprises.
22. Non -Discrimination. Woolsey Aviation, Inc. for itself and its successors in
interest and assigns hereby covenants and agrees as a covenant running with the
land that in the event facilities are constructed, maintained or otherwise operated
on the Demised Premises for a purpose for which a Department of Transportation
program or activity is extended or for another purpose involving the provision of
similar services or benefits, Woolsey Aviation, Inc. shall maintain and operate
such facilities and services in compliance with all other requirements imposed
pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination of Federally -
assisted programs of the Department of transportation -Effectuation of Title VI of
the Civil Rights Act of 1964, and as said Regulations may be amended. Woolsey
Aviation, Inc. for itself and its successors in interest and assigns also hereby
covenants and agrees as a covenant running with the land that(a) no person on the
grounds of race, color, creed, sex, handicap or national origin shall be excluded
from participation in, denied the benefits of, or otherwise subjected to
discrimination in the use of said facilities, (b) that in the construction of any
improvements on, over or under such land and the furnishing of services thereon,
no person on the grounds of race, color, creed, sex handicap or national origin
shall be excluded from participation in, denied the benefits of, or otherwise be
subject to discrimination, (c) that Woolsey Aviation, Inc. shall use the Demised
Premises in compliance with all other requirements imposed by or pursuant to
Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A,
Office of the Secretary, Part 21, Non-discrimination in Federally -assisted
programs of the department of transportation -Effectuation of Title VI of the Civil
Rights Act of 1964, and (d) as said Regulations may be amended.
23. Default. All covenants and agreements herein made and obligations assumed are
to be construed also as conditions and these presents are upon the express
23
condition that if Woolsey Aviation, Inc. should fail to pay when due any one of
the aforesaid installments of rent, or should fail to perform or observe any of the
covenants, agreements or obligations herein made or assumed by said Woolsey
Aviation, Inc., then and thence forth in any of said events, after allowing for the
grace period for curing defaults set out below, this Lease may be forfeited, except
as otherwise provided herein with respect to any mortgagees in Section 20 or in
this Section 23, and thereby become null and void at the option of the Airport, and
said Airport may, with or without process of law, in a lawful manner re-enter said
premises and improvements or any part thereof and repossess and have the same
as of Woolsey Aviation, Inc.'s former estate and remove there from all goods and
chattels not thereto properly belonging, and expel said Woolsey Aviation, Inc. and
all other person or persons who may be in possession of the said premises and
improvements; and in such case Woolsey Aviation, Inc. covenants that it will
immediately and peaceably deliver up the same to the Airport, its agents or
attorneys; and if Woolsey Aviation, Inc., its tenants agents or attorney's shall hold
for a day beyond the time when they should have surrendered the Demised
Premises or improvements thereon, or any part thereof required hereby to be
surrendered, according to the provisions hereof or according to law, they shall be
subject to an action for forcible detainer under the statutes of the State of
Arkansas and be subject to eviction and removal from the Demised premises.
23.1 Notice. The Airport shall give written notice of default simultaneously to
Woolsey Aviation, Inc., any assignee or guarantor of this Lease, and to
any mortgagee or beneficiary of Woolsey Aviation, Inc.'s leasehold
interest in the Demised Premises and improvements thereon who shall
have the rights set forth in Section 20 and who are known to the Airport.
23.2 Cure of Default. No default shall be deemed to exist unless Woolsey
Aviation, Inc. fails to cure said default within thirty (30) days after receipt
of written notice thereof, provided, however, that if Woolsey Aviation,
Inc. fails to cure same within said thirty (30) days, the mortgagee or
guarantor of Woolsey Aviation, Inc.'s said leasehold interest shall have an
additional twenty (20) days after the end of said thirty (30) day period
within which to cure same. As to any curing of a default (other than
payment of rent) which would reasonably require a greater period of time
for curing than is provided for above, if Woolsey Aviation, Inc. shall,
within the time stipulated, commence such curing and diligently pursue
same, then, the above time period shall be extended to allow Woolsey
Aviation, Inc. reasonable opportunity to do so; provided, however, in the
event Woolsey Aviation, Inc.'s failure to perform or observe any of the
covenants, agreement or obligation herein shall create and /or cause a
hazard to safety, of whatsoever nature of kind, the period of the curing of
such default shall be no greater than five (5) days after receipt of written
notice thereof.
M
23.3 Right to Contest. Woolsey Aviation, Inc. shall have the right to -contest,
in good faith, the existence of any default alleged to have occurred or
alleged to exist, and in the event Woolsey Aviation, Inc. so elects, the time
period for curing any such allege default shall be extended until thirty days
after a final judgment has been entered in a court having jurisdiction over
such contest.
23.4 Notice of Forfeiture and Termination. The Airport may not exercise its
right to declare this Lease forfeited, terminated, or null and void without
first having given written notice to any mortgagee or beneficiary of a deed
of trust of Airport's intent to do so on a date specified in such notice,
which date shall be at least thirty (30) days after receipt by such
mortgagee or beneficiary of such written notice, which notice will specify
the default on account of which Airport seeks to exercise its rights of
forfeiture or termination.
23.5 Rights Upon Receipt of Notice. Upon receipt of any such notice of
forfeiture and termination, such mortgagee or beneficiary shall have the
right prior to the date specified for termination to cure the default specified
in such notice, or to initiate proceedings to contest the existence of such
default, or to initiate proceedings to compel Woolsey Aviation, Inc. or any
other person or entity to cure such default, thereby preventing or delaying
forfeiture or termination of this Lease. In the event such mortgagee or
beneficiary cures such default or proceeds to cure such default prior to the
date specified for termination by instituting proceedings to compel
Woolsey Aviation, Inc. or any other party causing such default to cure
such default, or institutes proceedings, in good faith, contesting the
existence of such default, the Airport's right to terminate this Lease shall
be suspended until thirty days after the entry of a final judgment of a
court having jurisdiction over any such action or contest determining that
the default identified in such notice exists under this Lease and must be
cured to prevent forfeiture hereunder. As to the curing of any default
(other than the payment of rent) which would reasonably require a greater
period of time for curing than is provided above, if the mortgagee or
beneficiary shall, within the time otherwise provided herein, commence
the curing of such default or commence an action to compel such default
to be cured, and shall diligently pursue same, then the time provided for
herein for the curing of such default shall be extended to allow such
mortgagee or beneficiary a reasonable opportunity to cure such default or
force the curing of such default by any other person or entity who may be
obligated to cure such default or may have the ability to cure such default.
24. Right
to Terminate Not Exclusive. The right
of the Airport to
terminate this
Lease
as herein set forth is in addition to and
not in exhaustion
of such other
rights
that the Airport has or causes of action
that may accrue
to the Airport
because of the Woolsey Aviation, Inc.'s failure
to fulfill, perform
or observe the
25
obligations, agreements or covenants of this Lease, and the exercise or pursuit by
the Airport of any of the rights or causes of action accruing hereunder, shall not
be an exhaustion of such other rights or causes of action that the Airport might
otherwise have. However, in the event of any default by Woolsey Aviation, Inc.,
the Airport agrees to utilize reasonable efforts to mitigate its damages.
Notwithstanding any default or failure of performance by Woolsey Aviation, Inc.
hereunder, the Airport may not distain upon, or otherwise proceed against, by
legal process or otherwise, Woolsey Aviation, Inc.'s delivery vehicles or
airplanes, Woolsey Aviation, Inc.'s proprietary property or any of the goods or
property of third parties in the possession of Woolsey Aviation, Inc. All things
equal, both parties have the right to give notice of termination of this agreement
for the good of the parties with a minimum of 60 days notice to terminate. Upon
receipt of such notice, the parties are required to work together to effect a smooth
transition of services to the public.
25. Termination by Woolsey Aviation, Inc. Woolsey Aviation, Inc. may, at its
option, terminate this Lease without liability by giving the Airport sixty (60) days
advance written notice if the commencement of the initial improvements
contemplated by Section 8 hereof shall be prevented by Woolsey Aviation, Inc.'s
inability to secure financing.
26. Attorney Fees. Woolsey Aviation, Inc. agrees to pay all cost of collection,
including reasonable attorney fees, if all or any part of the rent reserved herein is
collected after maturity with the aid of an attorney; also to pay reasonable
attorney fees in the event it becomes necessary for the Airport to employ an
attorney to force Woolsey Aviation, Inc. to comply with any of the covenants,
obligations or conditions imposed by this Lease. Likewise, the Airport agrees to
pay reasonable attorney fees in the event it becomes necessary for Woolsey
Aviation, Inc. to employ an attorney to force the Airport to comply with any of
the covenants, obligations or conditions imposed by this Lease.
27. Protection from Violation — Unlawful Purposes. Excluding any environmental
issues, matters or things arising at any time as a result of an occurrence, matter or
thing origination or existing prior to the taking of possession of the Demised
Premises by Woolsey Aviation, Inc., Woolsey Aviation, Inc., during the term, will
keep and hold harmless the Airport from any penalty or damages or charges
imposed for any violation of any Federal, state or municipal laws and ordinances
occasioned by acts or omissions of Woolsey Aviation, Inc. and Woolsey Aviation,
Inc. agrees that the Demised Premises and improvements thereon shall, during the
term of this Lease, be used only for proper and lawful purposes and as authorized
herein, and that Woolsey Aviation, Inc. will not use the same or any portion
thereof for any purpose or use which may be in violation of the laws of the United
States or of the State of Arkansas, or of the ordinances and regulations of the
County of Washington, and the City of Fayetteville, Arkansas, or for any
unlawful purpose or use whatsoever. Woolsey Aviation, Inc. also agrees that it
will not create or allow any nuisance to exist on the demised Premises and that it
26
S
will promptly abate all such as may arise, and will not commit or suffer to be
committed any waste thereon.
28. Rules and Regulations. Woolsey Aviation, Inc. agrees to observe and obey any
and all reasonable uniformly applied rules and regulations adopted by the Airport
with respect to use of the Airport, and all applicable federal, state and local
governmental rules and regulations. "The Minimum Standards for Fayetteville
Municipal Airport Drake Field" herein referred to as Airport Minimum Standards
at Fayetteville Municipal Airport are attached as Attachment #3.
29. Ouiet Enioyment. The Airport hereby affirmatively covenants and warrants that
so long as Woolsey Aviation, Inc. pays the rent and other sums and charges
reserved and agreed to be paid by Woolsey Aviation, Inc. under the terms of this
Lease, and faithfully observes the covenants, conditions and agreements herein
contained and to be observed by Woolsey Aviation, Inc. or which can be
performed by mortgagee or beneficiary, Woolsey Aviation, Inc. shall freely,
peaceably and quietly have and enjoy the Demised Premises and every part
thereof and all of its other rights under this Lease during the entire term of this
leases.
29.1 Fee Simple. The City of Fayetteville hereby covenants and warrants that
it is well seized of the Demised Premises, has fee simple absolute title
thereto and has the legal right and authority to lease the same in the
manner and form herein provided; and that said Demised Premises and
every part thereof are free and clear of any easements, encumbrances,
reservations, restriction or reversionary rights whatsoever, except as
specified in the Airport Layout Plan set forth as Exhibit "B", and will
remain so during the term and any extensions unless otherwise agreed to
by Woolsey Aviation, Inc. and will defend such title on behalf of Woolsey
Aviation, Inc. or mortgagee or beneficiary, as the case may be, during the
Term and any extensions.
29.2 Events of Breach. In the event of the breach of the foregoing covenant
and warranty, which the parties hereby agree shall include, but not be
limited to:
(a) The existence of any unpaid real estate taxes relating to any time
period prior to the beginning of the Lease; or
(b) The existence of any easement, right-of—way, covenant,
encumbrance, reservation, restriction, right -of -first refusal,
reversionary interest, lien, mortgage, title defect, etc. (collectively
hereinafter, "Title Defect"), that would materially affect or impair
Woolsey Aviation, Inc.'s proposed development or use of the
Demised Premises;
pal
The Airport shall immediately pay such real estate taxes or cause same to
be paid, and the Airport shall cure such Title Defect within (90) after
receipt of notice from Woolsey Aviation, Inc. of the existence of same, or
such longer period if such cure cannot be completed within ninety (90)
days, so long as the Airport has commenced its cure within the initial
ninety (90) day cure period and is diligently proceeding to complete same
immediately thereafter.
29.3 Failure to Perform. If the Airport defaults in the performance of any of
the foregoing and the Title Defect is of such nature as to materially
interfere with or preclude Woolsey Aviation, Inc.'s construction of
Woolsey Aviation, Inc.'s improvements, or to unreasonably interfere with
or preclude the issuance of permits or site plan approval of such
construction, then Woolsey Aviation, Inc. shall have the following
election:
(a) Woolsey Aviation, Inc. shall have the right to cancel this lease
effective upon the Airport's receipt of notice of such cancellation;
or
(b) Woolsey Aviation, Inc. shall have the right to pay such unpaid real
estate taxes, cure the Title Defect or otherwise correct such breach
of covenant and warranty, as the case may be, and deduct the
reasonable cost thereof, including reasonable attorney's fees and
expenses, from the rents due hereunder. If Woolsey Aviation, Inc.
elects election (b), then the Airport shall reasonably cooperate with
Woolsey Aviation, Inc. in order that Woolsey Aviation, Inc. may
cure the Title Defect or otherwise correct such breach of covenant
and warranty.
30. Estoppel Certificate. Either party shall at any time and from time to time upon
not less than twenty (20) business days prior written request by the other party,
execute, acknowledge and deliver to such party a statement in writing certifying
that his Lease is unmodified and in full force and effect (or if there has been any
modification thereof that the same is in full force and effect as modified and
stating the modification or modifications and that there are no defaults existing, or
if there is any claimed default stating the nature and extent thereof); and stating
the dates to which the rent and other charges have been paid in advance. It is
expressly understood and agreed that any such statement delivered pursuant to
this section by be relied up by either party or by any third party.
31. Notices. Whenever by the terms of this lease, notice shall or may be given either
to the Airport or to Woolsey Aviation, Inc., such notice shall be in writing and
shall be sent by Unites States registered or certified mail, return receipt requested,
with adequate prepaid postage. If intended for the Airport, addressed to:
W
Ray M. Boudreaux, Director
Aviation and Economic Development
City of Fayetteville
4500 S. School Avenue, Suite F
Fayetteville, AR 72701
With copy to:
Kit Williams, City Attorney
City of Fayetteville
113 West Mountain Street
Fayetteville, AR 72701
If intended for Woolsey Aviation, Inc., address to:
Roger Woolsey, PresidentiCEO
Woolsey Aviation, Inc.
8501 Telephone Road
Houston, Texas 77061
Or, to such address or addresses as may from time to time hereafter be designated
by like notice form either party to the other. The time of giving of such notice
when sent by U.S. mail shall be deemed to be the time when the same is received
or delivery refused as shown by the return receipt.
32. Invalidity of Particular Provisions. If any term or provision of this lease or the
application thereof to any person or circumstances shall to any extent be invalid
or unenforceable, the remainder of this lease, or the application of such term or
provisions to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term and revision of this
Lease shall not be affected thereby, and each term and provision of this Lease
shall valid and shall be enforceable to the fullest extent permitted by law.
33. General Terms.
33.1 General Terms. Whenever the term the Airport is used herein it shall be
construed to include the successors and assigns of the Airport and
whenever the term Woolsey Aviation, Inc. is used herein, it shall be
construed to include the successors and assigns of Woolsey Aviation, Inc.;
and the words "Airport" and "Woolsey Aviation, Inc." shall include single
and plural, individual and corporate, masculine, feminine or neuter, as the
same may be or hereafter become applicable. Whenever approvals or
consents of the Airport are required hereunder or in any attachments
hereto, such approvals or consents shall not be unreasonably withheld,
conditioned or delayed. This Lease shall be binding upon and inure to the
benefit of the parties hereto, and their successors and assigns, as other
wise provided in other paragraphs hereof.
33.2 Captions and Headings. Captions of the Articles, Sections or paragraphs
of this Lease are for convenience and reference only, and the words
contained therein shall in no way be held to explain, modify, amplify or
aid in the interpretation, construction or the meaning of the provisions of
this Lease.
33.3 Modifications: Any modifications to this lease shall be in writing and
signed by all the parties hereto.
33.4 Counterparts. This lease may be executed in multiple counterparts, each
of which shall be deemed an original.
33.5 Choice of Law. This lease shall be interpreted in accordance with the law
of the State of Arkansas.
33.6 Time is of the Essence. Time is of the essence of this lease.
33.7 Waiver of Defaults. No failure by either Woolsey Aviation, Inc. or the
Airport to insist upon the strict performance of the other party of any
covenant, agreement term or condition of this Lease or to exercise any
remedy consequent upon a breach thereof shall constitute a waiver of any
such breach or of such covenant, agreement, term or condition. No waiver
of any breach shall effect or alter this Lease, but each and every covenant,
condition and term of this Lease shall continue in fall force and effect with
respect to any other then existing subsequent breach.
33.8 Entire Agreement. Unless modified or supplemented in writing and
signed by the party or parties to be charged, this lease constitutes the entire
agreement between the parties. Except as aforesaid, any other
understandings, agreements or negotiations are deemed merged herein and
shall be interpreted in accordance with the law of the State of Arkansas.
33.9 Miscellaneous. None of the foregoing terms, covenants, obligations or
conditions shall survive the expiration or the earlier termination of their
Lease, except for those obligations continued in Section 14 hereof, which
obligations shall survive such expiration or earlier termination for a period
of one (1) year.
30
S 1►
WITNESS the execution hereof by the parties hereto, in any number of
counterpart copies each of which counterpart copies shall be deemed as an original for all
purposes, as of the day and year first above written.
Cr
FA
. . ..:
'�,\tv O,o'.G,P% By
.cam,
;FAYETfEVILLE;
WOO AVIATION, INC., INC.
By:
Roger Woolsey
President/CEO
ATTES
B:
Pa Milarn ice e&ident
ATTES
By:
ondra Smith, City Clerk
31
S
City of Fayetteville, Arkansas
Budget Adjustment Form
Budget Year Department: General Government Date Requested Adjustment Number
2005 Division: Aviation & Economic Development 6/21/2005
Program: Airport Revenue
Project or Item Added/Increased: Project or Item Deleted/Reduced:
$24,000 in Fixed Base Operator account $19,200 in Jet Fuel Revenues account
$4,800 in Avgas Revenues account
Justification of this Increase:
The City will contract with a private entity, Woolsey
Aviation, DBA: Million Air Fayetteville, to provide the
fueling & FBO services at the Airport.
lustification of this Decrease:
The City will no longer sell aviation fuel once the Contract
commences.
Increase Expense Budget (Decrease Revenue Budget)
Account Name Account Number Amount Project Number
Jet Fuel revenues 5550 0955 4456 02 19,200
AVGAS rvenues 5550 0955 4456 01 4,800
Decrease Expense Budget (Increase Revenue Budget)
Account Name Account Number Amount Project Number
Fixed base operator 5550 0955 4454 00 24,000
Approval Signatures
-3 -off
Requested B Date
Finance & Int 1 ervice ecto Date
Mayor Da e
Budget Office Use Only
Type: A B C D
Date of Approval
Posted to General Ledger
Posted to Project Accounting
Entered in Category Log
E
Initial Date
Initial Date
Initial Date
Initial Date
CI
rQe5
6/21 /at
//7
CITY COUNCIL AGENDA MEMO
TO: Mayor and City Council
THRU: Staff/Contract Review
tvoo)Sty 4viafl0n/
f11t-Ilion 4i FyJ
City Council Meeting of: June 21, 2005
Agenda Item Number:
FROM: Ray M. Boudreaux, Director, Aviation and q(conomic Development
DATE: June 2, 2005
SUBJECT: FBO Line Service contract with Woolsey Aviation Inc., dba Million Air of
Fayetteville at the Fayetteville Municipal Airport, Drake Field
RECOMMENDATION: Approve contract with Woolsey Aviation Inc., dba Million Air of
Fayetteville to perform duties as the fuel and line service FBO at the Fayetteville Municipal
Airport, Drake Field.
BACKGROUND: The City of Fayetteville Selection Committee selected Woolsey Aviation,
Inc. as the best respondent to the solicitation issued by the Fayetteville Municipal Airport for a
fuel and line service FBO. Staff was directed to negotiate an agreement. The negotiating
committee was composed of the current board chair, Bob Nickle, the past chair Doc Wallace and
the Director. At special meeting June 2, 2005, the Airport Board voted to accept the contract
with Woolsey Aviation, Inc. and voted to send it to the City Council recommending approval.
DISCUSSION: The terms of the agreement require Woolsey Aviation to provide typical first
class FBO services and to pay the Airport $.10 per gallon for fuel received and stored in the
airport fuel farm. It also requires the company to pay for terminal space and the FBO Hangar
and those rental rates graduate over a five year period. Woolsey Aviation, Inc. is required to
contribute financially to the improvements to the terminal space. They are additionally
required to honor current agreements to the greatest extent possible and to use based
businesses whenever possible. Woolsey Aviation Inc. will give employees of the City an
opportunity to work for Million Air of Fayetteville and all three are considering their offer. The
airport will make necessary repairs and some improvements to the fuel farm before turnover.
Once in possession of Woolsey Aviation, maintenance and repair is their responsibility.
Aviation and Economic Development Department
Fayetteville Municipal Airport, Drake Field
4500 South School Avenue, Suite F
Fayetteville, Arkansas 72701
Ray M. Boudreaux, Director
S 0
BUDGET IMPACT: The Airport has continued to make progress in growing the airport
business. It is now the time to move on to the next level and we are fortunate to have a
company wishing to take on the challenge. Private enterprise will allow the airport staff to
concentrate on compliance and development issues while leaving the service to Woolsey
Aviation. Total reduction in budget includes all expenses of the operations area. An agreement
for the use/disposition of the FBO associated equipment will proceed very soon under the
contract provisions. Initial revenue should reach $76,000 the first 12 months with no expense
in the operations program of the airport budget. ($36,000 in rent and $40,000 in fuel) Last
year's revenue over expenses in the fueling operation was $42,953.03, a net gain. The new
contract will increase the net revenue to the airport.
An additional benefit is the reduction in the expenses associated with the fueling operation.
The airport will expend some capital money in improvements to the terminal space. There is a
project in the Capital Program for improvements to the terminal at $300,000.00. This project is
eligible for State Aeronautics grant support. Woolsey Aviation will spend approximately
$150,000 toward the terminal project.
Attachments: Contract
Staff Review Form
Budget Adjustment
Aviation and Economic Development Department
Fayetteville Municipal Airport, Drake Field
4500 South School Avenue, Suite F
Fayetteville, Arkansas 72701
Ray M. Boudreaux, Director
RESOLUTION NO.
A RESOLUTION APPROVING A CONTRACT WITH WOOLSEY
AVIATION, d/b/a MILLION AIR FAYETTEVILLE TO PROVIDE
AVIATION FUELING AND OTHER SERVICES AT THE
FAYETTEVILLE MUNICIPAL AIRPORT; AND APPROVING A
BUDGET ADJUSTMENT IN THE AMOUNT OF $24,000.00.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council of the City of Fayetteville, Arkansas
hereby approves a Contract with Woolsey Aviation, d/b/a Million Air
Fayetteville to provide aviation fueling and other services to the Fayetteville
Municipal Airport. A copy of the Contract, marked Exhibit "A" is attached
hereto and made a part hereof.
Section 2. That the City Council of the City of Fayetteville,
hereby approves a budget adjustment in the amount of $24,000.00.
PASSED and APPROVED this 215' day of June 2005.
APPRO 4
I
a
Arkansas
J
0
CITY OF FAYETTEVILLE
FAYETTEVILLE MUNICIPAL AIRPORT
ESTIMATE OF OPERATIONS REVENUE
CONTRACT WITH MILLION AIR
30000 gallons/mo X .10 X 4mo (Sep -Dec '05) 12,000
Terminal Rent @ $1000 mo X 4 mo 4,000
FBO Hangar Rent @ $2000 mo X 4 mo 8,000
24,000
O// i/ar
AIRPORT USE AND LEASE AGREEMENT
FOR
FIXED BASE OPERATIONS
By and Between
FAYETTEVILLE MUNICIPAL AIRPORT, DRAKE FIELD
THE CITY OF FAYETTEVILLE, ARKANSAS
and
WOOLSEY AVIATION, INC., INC.,
d.b.a. MILLION AIR OF FAYETTEVILLE
Dated as of August 1, 2005
TABLE OF CONTENTS
Section Caption/Heading Page
1
Consideration....................................................
4
2
3
Demised Premised.............................................
Use...............................................................
5
5
4
5
6
7
8
Term.............................................................
Rental............................................................
Minimum Annual Fees ........................................
Lease Requirements ...........................................
Improvements and Alterations ................................
6
6
8
8
14
9
Transfer of Woolsey Aviation, Inc., Title and Interest
to the Airport ............................................
15
10
FAA Approval ..................................................
15
11
12
13
Force Maj eure...................................................
Security Control ................................................
Hazardous Waste/Substances.................................
15
15
16
14
15
16
17
18
19
20
Utilities — Installation and Service Charges ................
Taxes.............................................................
Indemnification and Insurance ................................
Maintenance.....................................................
Advertising.................................
Fixtures and Improvements ....................................
Assignment......................................................
19
20
20
22
22
22
23
21
Disadvantaged Business Enterprise (DBE) Assurances...
23
22
Non -Discrimination .............................................
23
23
24
Default............................................................
Right to Terminate not Exclusive ..............................
23
25
25
26
27
Termination by Woolsey Aviation, Inc ......................
Attorney Fees .....................................................
Protection from Violation — Moral Purposes .................
26
26
26
28
Rules and Regulations ...........................................
27
29
Quiet Enjoyment ..................................................
27
30
Estoppel Certificate ...............................................
28
31
32
33
Notices.............................................................
Invalidity of Particular Provisions ..............................
General Terms .....................................................
28
29
29
2
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TABLE OF CONTENTS (continues)
Caption/Heading Page
Exhibit
A
Survey of Demised Premises ................................
40
Exhibit
B
Airport Layout Plan ..........................................
41
Exhibit
C
Final Site Development Plan ................................
42
Exhibit
D
Equipment List ................................................
43
Attachments
Attachment #1 Airport Owned Equipment
Attachment #2 Formula for Rental Increases
Attachment #3 "The Minimum Standards for Fayetteville Municipal Airport
Drake Field"
.
S
AIRPORT USE AND LEASE AGREEMENT
FOR FUEL AND LINE SERVICES FIXED BASE OPERATIONS
between
FAYETTEVILLE MUNICIPAL AIRPORT, DRAKE FIELD
and
WOOLSEY AVIATION, INC., INC., dba MILLION AIR OF FAYETTEVILLE
THIS AIRPORT USE AND LEASE AGREEMENT, (the "Lease") made and
entered into as of this day of , 2005 (the "Effective Date") by and
between the City of Fayetteville, represented by the Fayetteville Municipal Airport,
Drake Field, a body politic and corporate organized and existing under and by virtue of
the laws of the State of Arkansas and Woolsey Aviation, Inc., Inc., a Texas Corporation,
doing business as Million Air of Fayetteville.
WITNESSETH:
WHEREAS, the City of Fayetteville owns and operates the Fayetteville
Municipal Airport, Drake Field located in Washington County, Arkansas, hereinafter
called the "Airport", and
WHEREAS, the City of Fayetteville Mayor and City Council, along with the
Airport Administration in consultation with the Airport Advisory Board desire to contract
with Woolsey Aviation, Inc., for fuel and line services, and
WHEREAS, Woolsey Aviation, Inc., desires to lease from the Airport certain
premises for the purpose of operating a fuel and line service Fixed Base Operation, and
WHEREAS, Woolsey Aviation, Inc. desires to obtain from the Airport certain
rights, licenses, and privileges for the establishment and operation of a Fixed Base
Operation, hereinafter the "FBO" and
WHEREAS, the Airport represents that it has the right to lease the premises
together with all the facilities, rights, licenses, services and privileges in the manner and
to the extent hereinafter set forth:
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants hereinafter continued, the parties agree for themselves, their successors, legal
representatives and assignees, as follows:
1. Consideration. That each of the aforesaid parties acknowledges the receipt of a
valuable consideration from the other and that they and each of them act herein in
further consideration of the engagements, of the other as herein stated.
4
2. Demised Premised. The Airport warrants and represents that it is the owner in
fee simple of all of that certain land, the Airport, situated in Washington County,
Arkansas.
The Airport, for and in consideration of the rents to be paid and the obligations to
be performed by Woolsey Aviation, Inc., as hereinafter provided, does hereby
demise and lease unto Woolsey Aviation, Inc., subject to the conditions
hereinafter expressed, the premises described as the Demised Premises and
identified as FBO in said Exhibit "A", as described as follows.
2.1 The Premises described as 2000 square feet, plus or minus, of the Airport
Terminal Building plus non-exclusive use of areas in common with other
tenants to include imaging and signage as approved by the Airport.
2.2 The FBO Hangar, an 18,750 square foot heated aircraft storage hangar
located on the Executive Aircraft Parking Ramp south of the Terminal
Building.
2.3 The premises described as the FBO ramp containing 150,000 square feet,
plus or minus, in a space approximately 600 feet by 250 feet adjacent to
the Airport Terminal Building. Additionally, the Parties acknowledge and
agree that Woolsey Aviation, Inc.'s operations may require the use of
certain ramp and/or apron area contiguous and adjacent to the FBO ramp.
The Airport hereby grants to Woolsey Aviation, Inc. the right of
preferential use of the ramp and/or apron area as hereinafter described
provided; however, Woolsey Aviation, Inc. shall at all times and without
hindrance or obstruction, provide for the ingress and egress of aircraft to
Airport taxiways, runways, ramps and /or aprons.
2.4 The area designated the Fuel Farm. Woolsey Aviation, Inc., shall have
exclusive right to operate and store aviation fuels in the Fuel Storage tanks
located on the West side of the airport near the FAA Facilities
Maintenance facility.
2.5 Woolsey Aviation, Inc. shall also have and is hereby granted the right to
traverse all public taxiways, runways and ramps on property owned by the
Airport, and roads at the Airport. Such rights shall be subject to the
requirements of this lease Agreement, the provisions of similar subsequent
agreements and Federal Aviation Administration ("FAA") regulations.
3. Use. Woolsey Aviation, Inc. shall use the Demised Premises for the operation of
the flight line and fuel service FBO to include the storing, alteration, additions,
modification, cleaning, repairing, maintaining and servicing aircraft, aircraft
components and subcomponents in conducting its business operations, and the
provision of FBO services to the traveling public. Subject to the prior written
approval of the Airport, Woolsey Aviation, Inc. shall also have the right to use the
5
0
Demised premises for other purposes ancillary or related to its FBO business.
Woolsey Aviation, Inc. and its successors and assigns, including any successor
holding by or through any mortgagee of Woolsey Aviation, Inc.'s interest shall
have the right to use the Demised Premises for other purposes than those
previously specified, but only with the prior written consent of the Airport.
Woolsey Aviation, Inc. shall at all times use the Demised Premises in full
compliance with all rules, regulations and requirements of the FAA and the
Airport, all terms and conditions of this Lease Agreement and such other
agreements as may be entered into by and between the Airport and Woolsey
Aviation, Inc. will not attempt to modify the terms and conditions of any
agreements hereunder without the prior written consent of the Airport. Nothing
contained herein shall be construed to grant or authorize the granting of an
exclusive right within the meaning of Section 308 of the Federal Aviation Act of
1958 (Title 49 USC 40103 and 47107), as amended. It is understood that
Woolsey Aviation, Inc., shall refer business to established airport based
businesses whenever possible, including but not limited to avionics repair,
aircraft maintenance and charter businesses.
4. Term. TO
HAVE AND
TO
HOLD
the Demised Premises unto Woolsey
Aviation, Inc.,
its successors
and
assigns,
for the term hereinafter set forth:
4.1 Commencing on the date hereof and continuing for a period of five (5)
years (hereinafter the "Term"), beginning the 1 sday of August, 2005 (the
"Commencement Date"). Woolsey shall have the right to extend this
agreement for three (3) five (5) year option periods. All rental terms shall
be negotiated and agreed upon prior to 90 days before the end of the then
current term and the negotiated terms shall then be presented to the
Airport Board and the City Council for approval of the terms and the
renewal of this agreement.
5. Rental.
5.1 Terminal Rent: The rent for Terminal space, + 2000 square feet, shall be
in accordance
with the following schedule:
Year 1
@ $1,000.00 per month
August
1, 2005 -July
31, 2006
Year 2
@ $1,750.00 per month
August
1, 2006 -July
31, 2007
Year 3
@ $2,100.00 per month
August
1, 2007 -July
31, 2008
Year 4
@ $2,400.00 per month
August
1, 2008 -July
31, 2009
Year 5
@ $2,700.00 per month
August
1, 2009 -July
31, 2010
The rent shall
include utility services connected with water, sewer,
HVAC
and solid waste
removal. The rent shall not
include
cable, WSI,
Data and
telephone which shall be the responsibility of the tenant.
5.2 FBO Hangar Rent: The FBO Hangar is an 18,750 Square foot Heated
Hangar building and will be managed by Woolsey Aviation, Inc. The rent
for the FBO Hangar shall be in accordance with the following schedule:
6
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Year 1
@
$2,000.00
per month
August
1,
2005 -July
31,
2006
Year 2
@
$2,250.00
per month
August
1,
2006 -July
31,
2007
Year 3
@
$2,500.00
per month
August
1,
2007 -July
31,
2008
Year 4
@
$2,750.00
per month
August
1,
2008 -July
31,
2009
Year 5
@
$3,000.00
per month
August
1,
2009 -July
31,
2010
The tenant shall
provide utilities to the
building including water, sewer,
electric and gas
service.
The
Airport shall
provide solid waste removal.
5.3 FBO Ramp Rent: The FBO Ramp is approximately 150,000 square feet
of aircraft parking ramp and will be managed by Woolsey Aviation, Inc..
The rent for the FBO ramp is free in return for normal pavement
maintenance.
5.4 Parking Lot Rent: Woolsey Aviation, Inc. shall have the right to utilize
as much of the Airport parking lot as necessary to conduct its FBO
business. The use of such parking area shall be in cooperation with other
tenants of the airport and the Airport Terminal Building. Designated
parking areas shall be negotiated should it be required in the future and
signage for such shall be approved through the City of Fayetteville and by
the Airport Administration.
5.5 FBO Equipment Rent: Airport owned equipment is listed at Attachment
#1 and contains the approximate fair market value of each item. The
parties agree that Woolsey Aviation, Inc. shall maintain exclusive control
of any and all of the listed equipment that Woolsey Aviation, Inc. requires
in the conduct of Woolsey Aviation, Inc.'s business. For this exclusive
control the rent for the selected equipment shall be negotiated. Should
Woolsey Aviation, Inc. and the Airport not be able to reach terms
agreeable to both parties, the Airport may elect to store or dispose of such
equipment IAW the City of Fayetteville disposal process.
5.6 Rental Payments. Said rental payments, and any other payments due to
the Airport under this lease, shall be made payable to the City of
Fayetteville. All rent shall be paid in lawful money of the United States of
America, and the burden of proof of payment of the rent in case of
controversy shall be upon Woolsey Aviation, Inc., Inc.
5.7 Rental Payment Reduction. Should any portion of the Demised
Premises be taken or rendered unsuitable, as defined herein, for the use
intended, then the rental payments shall be reduced in proportion to which
the area so taken or unsuitable bears to the total area of the Demised
Premises.
5.8 Rental Payment Increases: Rental payments shall increase in
accordance with the schedule in sections 5.2 and 5.3 through year 5 of this
agreement. Beginning with the first renewal option of this agreement,
7
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barring other renewal agreements, the rent payments shall increase at a
rate of the increase in the CPI (All Urban Consumers, All Items, U. S.
Average) plus 1%, every 2 years and with renewal. The formula for such
increases is located at Attachment #2.
5.9 Payment of Revenues Collected for the Airport. During the Term of
this Lease, Woolsey Aviation, Inc. covenants and agrees to remit to the
Airport, no later than the tenth (10th ) day of the month following the
month of receipt, any and all revenue collected by Woolsey Aviation, Inc.
from aircraft users and others on behalf of the Airport: including, but not
limited to, (a) fuel flowage fees and aviation fuel taxes as set forth in
Section 7.3(a) hereof; and (b) landing fees and other fees as set forth in
Section 7.13 hereof. The burden of proof of payment of such fees and
other revenue shall be upon Woolsey Aviation, Inc.
5.10 Monthly Late Charge. If any monthly rental payment, or any other
payment due under this Lease, is not received by the fifteenth (15th) day of
the month when such payments are due, the Lessee shall be liable for a
monthly late charge of Five Hundred and 00/100 Dollars ($500.00). Prior
unpaid late charges will be included in the total unpaid balance for the
purpose of calculating subsequent monthly charges. The late charges are
due one month from the date late charges are calculated. It is understood
and agreed that this or any other late charge is not a waiver of any other
rights the Airport has in this Lease.
6. Minimum Annual Fees.
6.1 Provision of Financial Statements. Woolsey Aviation, Inc. shall provide
to the Airport within 90 days following the close of Woolsey Aviation,
Inc.'s fiscal year, a copy of Woolsey Aviation, Inc.'s statements of
Financial Condition. Said statements, as prepared and attested to by
Woolsey Aviation, Inc.'s Certified Public Accountant, shall include a
schedule of Woolsey Aviation, Inc.'s Gross Revenue and a Reconciliation
of such revenue to the minimum annual fees payable under this Section 6.
In the event the auditor's report reveals an understatement of Gross
Revenues reported to the Airport of more than five percent (5.0%),
Woolsey Aviation, Inc. shall be liable for and pay to the Airport the
contract percentage of gross revenue stated under this Section 6 plus a
Late Charge equal to twenty percent (20.0%) of the understated payment
due to the Airport.
7. Lease Requirements. Consistent with the requirements of Title 49 USC
40103(e) and 47107, the Airport may grant, without unjust discrimination and on
reasonable conditions, non-exclusive rights, licenses, permits and privileges to
provide Fixed Base Operation (FBO) services to the public. Each Fixed Base
Operator similarly using the Airport shall be subject to the same charges and
S
certain and specific minimum standards for FBO services to the public; including,
but not limited to, the provision of such facilities and equipment as are required to
provide for and perform a consistently high level of service, use and the provision
of products to the traveling public and the aviation industry on a twenty-four (24)
hour, 365 day per year basis. The Airport hereby covenants that the minimum
standards for FBO services at the Airport shall be no less than those minimum
service requirements set forth in Sections 7.1 and 7.2 of this Lease. In
consideration of the right, license, permit and privilege granted hereunder by the
Airport to Woolsey Aviation, Inc. for the establishment and operation of the FBO,
Woolsey Aviation, Inc. agrees and covenants that it shall develop implement,
maintain, and do all things necessary to provide and comply with said minimum
FBO standards and requirements. Each FBO using the Airport shall assume
obligations substantially similar to those already imposed on Woolsey Aviation,
Inc. hereunder.
7.1 Facilities. In consideration for the Term provided in the Lease, Woolsey
Aviation, Inc. shall invest approximately $150,000.00 for the design,
construction, and equipping of FBO facilities; including, but not limited
to:
(a) Contribute to the design, construction, furnishing and equipping of
the General Aviation facility in the Terminal Building for Woolsey
Aviation, Inc.'s FBO operations. As a minimum requirement,
Woolsey Aviation, Inc. demised premises shall contain sufficient
space and equipment for the provision of the following services or
functions: customer lounge, customer service reception area, line
service ready room and offices, pilot's lounge and sleep rooms,
weather briefing area, conference room, and vending areas
sufficiently equipped to meet the needs of the traveling public.
(b) Acquire sufficient aircraft handling equipment for Woolsey
Aviation, Inc.'s FBO, use. Woolsey Aviation, Inc. shall expend a
sufficient capital investment to equip the 18,750 square foot hangar
building for its use.
7.2 Equipment. Woolsey Aviation,
Inc. shall
provide such refueling and
ground support equipment as is
required and necessary to the proper
conduct of Woolsey Aviation, Inc.'s FBO
business: including, but not
limited to, the listing of capital
equipment
set forth as Exhibit "D";
provided, however, that Woolsey
Aviation,
Inc. may, with the Airport's
prior written consent, increase
or decrease the amount and type of
equipment in accordance with
Woolsey
Aviation, Inc.'s operational
requirements. The Airport's consent under
this Section 7.2 shall not be
unreasonably withheld; provided,
however,
that Woolsey Aviation, Inc.
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shall at all times provide such equipment as is required for Woolsey
Aviation, Inc. to comply with the requirements of this Lease.
7.3 Fuel Farm. Woolsey Aviation, Inc. shall operate and maintain the fuel
farm IAW the following provisions for the storage of fuels:
(a) License to Dispense Fuels. The parties agree that Woolsey
Aviation, Inc. is granted an exclusive license to dispense aviation
fuels under permit, subject to Woolsey Aviation, Inc.'s collection
and remittance, for and on behalf of the Airport, a fuel flowage and
storage fee in the initial amount of $.10 (ten cents) per gallon, or
such an amount as may hereafter be established by the Airport on
all fuel delivered to and offloaded into the existing Fuel Farm.
(b) Woolsey Aviation, Inc. Fuel Farm Requirements. In
consideration of the license to Dispense Fuels granted under
Section 7.3 (a), Woolsey Aviation, Inc., at its sole expense, shall
at all times during the Term maintain, preserve and keep in good
repair the above ground Fuel Farm and any facilities related
thereto. Before accepting this responsibility, by signature here on,
the parties shall agree, after sufficient inspection, that the fuel farm
is in good repair and up to standard as required for the operation
and maintenance of such facilities. Woolsey Aviation, Inc. shall
develop a Fuel Storage and Handling Procedures Manual which
meets all requirements of statute, rule or regulation for the storage
and handling of fuels. Woolsey Aviation, Inc. shall at all times
provide employees trained in fuel handling, fuel storage facilities
and fire safety, and provide the Airport with documented evidence
of such training. Woolsey Aviation, Inc. shall conduct daily
operational checks of all fuel storage facilities and fueling vehicles
to ensure protection of fuel quality and readiness of facilities and
equipment, and the detection of water or other contamination,
system leakage and/or spills. Woolsey Aviation, Inc. shall
implement and maintain stringent procedures for the control and
monitoring of all fuel and de-icing inventory levels. Such
inventories shall be managed in strict compliance with the
standards and procedures of air carriers, fuel suppliers, and the
Airport. Woolsey Aviation, Inc. shall implement and maintain
procedures which monitor and report fuel receipts into storage,
delivery out of storage, and delivery of product into aircraft and/or
ground service vehicles. Consistent with the availability of
adequate measuring devices, Woolsey Aviation, Inc. shall
account for all inventory to a minimum standard of tolerance
within a range of plus/minus one-half of one percent.
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7.4 Minimum Service Requirements. Woolsey Aviation, Inc. shall, as a
minimum requirement and at its expense, provide Line Services, as more
fully defined in this Section 7.4, and the operation and maintenance of the
Fuel Farm, as set forth in Section 7.3(b). Line Services shall include the
following services:
(a) The sale and dispensing of aviation fuels and lubricants, and the
provision of refueling services to owners of commercial passenger,
cargo carrier, general aviation and military aircraft.
(b) The sale and dispensing of aircraft de-icing fluids and the
provision of de-icing services to aviation operators and their
aircraft.
(c) Ground handing and aircraft support services; including, but not
limited to, the provision of auxiliary ground power and air systems,
passenger handling, baggage handling, towing, lavatory servicing,
potable water servicing, and other common ground support
services.
(d) The provision of other services to general aviation and military
aircraft passengers; including, but not limited to, hotel and
transportation accommodations, in-flight catering, shuttle
transportation, and other common passenger services.
(e) The provision of aircraft arrival, parking, tie -down, aircraft
storage, and aircraft hangaring services.
(f) The provision of aircraft towing and disabled aircraft removal for
aircraft up to and including narrow body air carrier aircraft.
(g) The provision of passenger security screening as required by
applicable regulations at the request of charter services serving the
airport.
7.5 Permitted Services. Woolsey Aviation, Inc. may, at its sole expense and
discretion, provide the following services:
(a) Cargo handling services to include the loading and unloading of
commercial cargo aircraft.
(b) Aircraft charter, air taxi, aircraft rental services and automobile
rental services.
(c)
Such
other services and uses
as
are consistent with
the business of
a full
service FBO, subject
to
the written prior
consent of the
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Airport. Businesses which are already located on the airport will
receive preferential treatment if possible when requesting consent
of the Airport to provide such other additional services.
7.6 Refueling Operations. Woolsey Aviation, Inc. shall develop, implement
and maintain operational procedures for the refueling operation of the
FBO and the Fuel Farm; including, but not limited to, operational and
safety procedures and regulations, fuel spill and emergency response
requirements; and demonstrated compliance with all requirements of
appropriate sections of the National Fire Protection Association (NFPA)
Code 407, ATA 103, FAR Part d139, and 14 CFR Part 139.
7.7 Ground Handling. Woolsey Aviation, Inc. shall develop, implement and
maintain operational procedures for receiving, marshaling, shut -down,
parking, servicing, securing, start-up and dispatching aircraft from
Woolsey Aviation, Inc.'s flight line. The procedures shall include, but not
be limited to, flight line safety, driving safety, the provision of lead-in
vehicles, the use of hand signals, and the movement, coordination and
control of personnel, ground equipment and vehicles in FAR Part 107 and
AOA movement areas.
7.8 Towing/Clearing Disabled Aircraft. Woolsey Aviation, Inc. shall
provide and make available on a 24 -hour, seven-day a week basis
adequate towing equipment and trained personnel to tow and/or clear all
categories of aircraft normally and routinely expected to be handled by the
FBO, including aircraft to and including Gulfstream V and narrow body
air carrier aircraft. Woolsey Aviation, Inc. shall maintain and implement
an emergency plan to remove any disabled general aviation aircraft from
the runway, taxiway and aprons of the Airport, including but not limited
to, the provision of tow tractors, tow bars, air gags, jacks, straps, and
access to heavy lift equipment (forklifts and cranes) as may be required to
execute the emergency plan, in cooperation with Airport maintenance
personnel.
7.9 Communications. Woolsey Aviation, Inc. shall develop, implement and
maintain FCC approved two-way radio communications procedures and
an operational plan which insures the provision of internal operational
communications having a minimum range of five (5) miles, and air -to -
ground communications between the FBO and arriving/departing aircraft
having a minimum range of 75 miles.
7.10 Safe . Woolsey Aviation, Inc. shall develop, implement and maintain
safety programs and procedures, including inspections, checklists and
tests, to ensure the operational safety of the FBO, the documentation and
reporting to the Airport of any potential safety hazards, and the training
and certification of all service personnel.
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7.11 Emergency Plan. Woolsey Aviation, Inc. shall develop, implement and
maintain an operational plan to respond to general aviation emergencies,
including aircraft incident handling, recall procedures for aircraft salvage
requirement, and foul weather contingency plans including snow, high
winds and power outages. The Emergency Plan shall be in coordination
with Airport Administration and shall include coordination with the
airport maintenance staff, the City of Fayetteville Fire Department, and the
City of Fayetteville Police Department.
7.12 Staffing. Woolsey Aviation, Inc. shall develop, implement and maintain
an organizational structure and staffing plan which provides continuous
service for 24 -hours per day, 365 days per year. On call services may be
used to service customers at times when the FBO is unmanned.
7.13 Revenue Management. Woolsey Aviation, Inc. shall develop, implement
and maintain a system for the collection and remittance of landing fees,
fuel flowage fees and taxes, and other fees for the benefit of the Airport.
Woolsey Aviation, Inc. shall implement and maintain audit and reporting
procedures for such collections and remittances; provided, however, that
such procedures shall be subject to the prior written approval of the
Airport and further subject to such future modifications and/or changes as
may be reasonably required by the Airport to ensure accuracy of reporting
and audit and collection control.
7.14 Maintenance. Woolsey Aviation, Inc. shall develop, implement and
maintain adequate maintenance of its equipment and facilities to ensure
that at all times the FBO provides a high level of quality service and
cleanliness to the traveling public.
7.15 Pricing. Woolsey Aviation, Inc. shall establish and maintain a pricing
policy and structure which ensures fair and clearly stated pricing which is
consistent with local, regional and national markets and based on fair and
reasonable return to the FBO and reviewed by the Airport. Current
pricing agreements for based customers will be honored to the greatest
extent possible.
7.16 Self Service Fueling Station. The Airport plans to keep the self service
fueling station for 100LL Aviation Fuel and Automobile Fuel, located on
the east side of the airport and to purchase aviation fuel from the fuel and
line service FBO. As a provision of this agreement, the parties agree that
the Airport shall purchase aviation fuel from the FBO and that the FBO
will cause the fuel to be delivered to the fueling station. It is also agreed
that the Airport shall pay for the fuel at cost plus a delivery fee not to
exceed $.15 per gallon. Sale to the Airport for resale shall not include
sales tax as the sales tax will be paid at the time of sale into the aircraft.
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I
Self Serve pricing shall be in accordance with the approved airport pricing
formula.
8. Improvements and Alterations.
8.1 Plans, Specifications and Permits. Plans or specifications for the
alteration of all structures shall be subject to prior written approval of the
Airport, said approval not to be unreasonably withheld. It is understood
and agreed that Woolsey Aviation, Inc. shall at all times and in every
instance comply with the requirements of the Airport, including, but not
limited to, compliance with design criteria and standards, and Federal and
state governmental requirements for the protection of the environment in
the construction of the improvements and alternations, contemplated
hereunder; including, but not limited to, a the securing of such permits as
may be required by the appropriate regulatory agencies or entities of
government. It is further understood and agreed that construction of any
such structures are also subject to the prior written approval of the FAA in
accordance with the provisions of Part 77 of the FAA regulations. The
Airport hereby agrees that it will use its best efforts to assist Woolsey
Aviation, Inc. in obtaining such approval.
8.2 Activity on Demised Premises. Woolsey Aviation, Inc. agrees not to
conduct or permit to be conducted any activity on the Demised Premises
which would interfere with or be a hazard to flight of aircraft either to or
from the Airport, or interfere with the ground movement of aircraft at the
Airport, or interfere with air navigation and communication facilities
serving the Airport. Woolsey Aviation, Inc. agrees that no structure will
be erected or natural objects created on the Demised Premises which
would constitute a hazard to air navigation.
8.3 Alterations. Woolsey Aviation, Inc. may make interior alterations
(structural or otherwise), minor exterior alterations and changes,
decorations and minor additions with prior approval of the Airport as long
as it does not materially change previously approved structural
improvements, violate the terns and conditions of the Lease Agreement or
violate FAA regulations. The Airport acknowledges, however, that
Woolsey Aviation, Inc. will modify the appearance and decor of all
common areas, restrooms and main lobby area to ensure that the
appearance of such areas are consistent with Million Air system
requirements as described in the Million Air Confidential Operating
Manual.
8.4 Approvals. It is understood and agreed that this Lease is subject to the
reasonable approval by the Airport and the FAA. The Airport shall review
and conceptually approve or reject with comments such Plans within ten
(10) days of receipt of the Plans. If the Airport would reject such Plans,
14
the Airport comments shall be in sufficient detail so as to allow Woolsey
Aviation, Inc. to revise and resubmit such Plans, incorporating the
Airport's comments thereto. Upon resubmission of the revised Plans by
Woolsey Aviation, Inc. to the Airport, the Airport shall review and
conceptually approve or reject with comments such Plans within ten (10)
days of receipt of the revised Plans. The foregoing process shall continue
until the Plans have been approved by the Airport; provided, however, in
the event approval of the Plans is not obtained, Woolsey Aviation, Inc., at
its election, may terminate this Lease without further obligation to the
Airport as provided herein.
8.5 Expansion and Modification. During the Term, Woolsey Aviation, Inc.
shall have the right, subject to the reasonable approval of the Airport and
the FAA and in compliance with the terms and conditions of this Lease to
expand or modify Woolsey Aviation, Inc.'s FBO premises and ancillary
facilities thereto, and other related facilities on the Demised Premises.
9. Transfer of Woolsey Aviation, Inc. Title and Interest to the Airport. It is
covenanted and agreed that all of Woolsey Aviation, Inc.'s right, title and interest
in any buildings and improvements remaining on the Demised Premises at the
expiration of the Term of this Lease or termination of this Lease, as set forth
herein, shall at such time be and become the property of the Airport, subject only
to the rights of removal of trade equipment, trade dress, signage, and trade
fixtures from time to time installed on the Demised Premises as provided in
Section 22. Until such expiration or termination of this Lease, all right, title and
interest in any buildings and improvements on the Demised Premises shall reside
in Woolsey Aviation, Inc.; provided, however, that during the Term of this lease,
Woolsey Aviation, Inc. shall grant to the Airport an undivided residual interest in
the fair market value of any buildings and improvements on the Demised
Premises equal to three point thirty three percent (3.33%) per annum of said fair
market value during each year of the Term.
10. FAA Approvals. The Airport and Woolsey Aviation, Inc. agree that this Lease is
made subject to, and is wholly contingent upon Woolsey Aviation, Inc.
compliance with all rules and requirements of the FAA as are or may be required
for the Airport to make and enter into this Lease.
11. Force Maieure. If the substantial completion and occupancy of the initial
improvements to be constructed by Woolsey Aviation, Inc. upon the Demised
Premises shall be delayed or prevented by reason of strikes, lockouts, labor
troubles, without fault and beyond the reasonable control of the party obligated,
performance of such acts shall be excused for the period of delay and the period
for the performance of any such act shall be extended for a period equivalent to
the period of such delay.
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•
12. Security Control. Woolsey Aviation, Inc. agrees to control all persons and
vehicles entering any airport restricted area (including aircraft movement area)
through its leased space in accordance with the Fayetteville Municipal Airport
Drake Field Security Program and in compliance with Federal Aviation
Regulations, Part 107, as these now exist or may exist in the future.
13. Hazardous Waste/Substances.
13.1 Definitions. The term "Hazardous Substances," as used in the Lease,
shall mean:
(a) Any hazardous or toxic substances, materials or wastes, including,
but not limited to, those substances, materials, and wastes listed in
the United States Department of Transportation Hazardous
Materials Table (49 CFR § 172.101) or by the Environmental
Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto;
(b) Designed as a "Hazardous Substance" pursuant to Section 311 of
the Clean Water Act, 33 U.S. C. § 1251 et seq. (33 U.S.C. § 1321),
or listed pursuant to Section 307 of the Clean Water Act (33
U.S.C. § 1317);
(c) Defined as a "Hazardous Substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 6901, et seq. (42 U.S.C. § 6903); or
(d) Defined as "Hazardous Substance" pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. § 9601, it seq. (42 U.S.C. § 9601) or any
other substances, (including, without limitation, asbestos and raw
materials which include Hazardous constituents), the general,
discharge or removal of which or the use of which is restricted,
prohibited or penalized by any "Environmental Law", which term
shall mean any Federal, state or local law, regulation or ordinance
relating to pollution or protection of the environment.
13.2 Inspection. The Airport and Woolsey Aviation, Inc. agents and
representatives shall have the right, in the company of Woolsey Aviation,
Inc. and/or its employees or agents, to enter into or upon the Demised
Premises, or any part thereof, during normal business hours and after
reasonable notice to Woolsey Aviation, Inc., for the purpose of examining
same, including but not limited to, the right to test for Hazardous
Substances thereon and the adequacy of security to restricted areas.
Woolsey Aviation, Inc. shall have the right, but not the obligation, to
receive split samples of any sampling matter to be tested by Woolsey
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Aviation, Inc. which split samples will be analyzed by Woolsey Aviation,
Inc. at Woolsey Aviation, Inc.'s expense.
13.3 Notification. If the Airport or Woolsey Aviation, Inc. discovers any
Hazardous Substances on the Demised Premises, it will promptly notify
the other party of the details of such Hazardous Substances.
13.4 Permitted Activities. Woolsey Aviation, Inc. hereby agrees that:
(a) No activity will be conducted on the Demised Premises by
Woolsey Aviation, Inc., its agents, employees, subleases, invitees
or any other party entering the Demised Premises during the term
hereof that will produce any Hazardous Substance, except for such
activities that are part of the ordinary course of Woolsey Aviation,
Inc.'s business activities (the "Permitted Activities"), provided said
Permitted Activities are conducted in accordance with all
Environmental Laws and have been approved in advance in
writing by the Airport.
(b) The Demised Premises will not be used by Woolsey Aviation,
Inc., its agents, employees, sublessees, invitees or any other party
entering the Demised Premises during the term hereof in any
manner for the storage of any Hazardous Substances except for the
temporary storage of such materials that are used in the ordinary
course of Woolsey Aviation, Inc.'s business (the "Permitted
Materials") provided such Permitted Materials are properly stored
in a manner and location in compliance with all Environmental
Laws;
(c) No portion of the Demised Premises will be used by Woolsey
Aviation, Inc., its agents, employees, sublessees, invitees or any
other party entering the Demised Premises during the term hereof
as a landfill or dump;
(d) Woolsey Aviation, Inc. will not during the term allow any surface
or subsurface condition to exist or to come into existence that
constitutes, or with the passage of time may constitute, a public or
private nuisance; and
(e) Woolsey Aviation, Inc. will not during the Term permit any
Hazardous Substances to be brought onto, stored, processed,
disposed of or, released, discharged from (including ground water
contamination) or otherwise handled on the Demised Premises,
except for the Permitted Materials described above, and if so
brought or found located thereon, the same shall be immediately
removed, with proper disposal in compliance with all
17
Environmental Laws and all required cleanup procedures shall be
diligently undertaken pursuant to all Environmental Laws.
13.5 Environmental Compliance Program. Woolsey Aviation, Inc. further
agrees to develop and implement an environmental compliance program
for its operations at the Demised Premises, but only to the extent required
by Federal, state or local rules, regulations, or statutes, as such may now
exist or exist in the future. Further, Woolsey Aviation, Inc. will provide a
copy of its Storm Water Pollution Prevention Plan (SWPPP), and Spill
Prevention Control and Countermeasure Plan (SPCC) to Airport
Administration, and coordinate with the Airport on implementation and
SWPPP/SPCC updates.
13.6 Indemnification. Woolsey Aviation, Inc. agrees to indemnify and defend
(with counsel reasonably approved by the Airport) and hold the Airport
and its employees and agents harmless from and against and to reimburse
said parties for any claims (including, without limitation, third party
claims whether for personal injury or real or personal property damage or
otherwise, actions, administrative proceedings (including informal
proceedings), judgments, damages, punitive damages, penalties, fines,
costs, liabilities (including sums paid in settlement of claims; provided,
however, that the Airport shall not settle any claims without the prior
written consent of Woolsey Aviation, Inc.), interest or losses, including
reasonable attorney's fees and expenses (including such fees and expenses
incurred in enforcing this Section 13.6), reasonable consultant fees, and
reasonable expert fees, together with other costs and expenses of any kind
or nature that arise from or in connection with the presence, suspected
presence, release or suspected release of any Hazardous Substances into
the air, soil, ground water or surface water at, on, about , under or within
the Demised Premises, or any portion thereof, or elsewhere in connection
with the transportation of Hazardous Substances to or from the Demised
Premises provided that such presence, suspected presence, release or
suspected release is the result of the activities of Woolsey Aviation, Inc.,
its agents, and employees during the term of the Lease.
(a) The indemnification provided in this paragraph shall
specifically apply to and include claims or actions brought
by or on behalf of employees of Woolsey Aviation, Inc.
against the Airport. The indemnification provided herein
shall specifically cover costs, including capital, operating
and maintenance cost, incurred in connection with any
investigation or monitoring of site conditions, any cleanup,
containment, remediation, removal or restoration work
required or performed by any federal, state or local
governmental agency or political subdivision or performed
by any nongovernmental entity or person in response to any
18
order or other requirement by such governmental agency,
but this indemnification is subject to the express limitation
that:
(i) any presence, suspected presence, release or
suspected release of any Hazardous Substances into
the air, soil, ground water or surface water at, on,
about, under or within the Demised Premises, or
any portion thereof, or elsewhere in connection with
the transportation of Hazardous Substances to or
from the Demised Premises, is the result of the
activities of Woolsey Aviation, Inc., its agents, and
employees during the term of the Lease; and
(ii) the further limitation that any investigation,
remediation, etc. of Hazardous Substances is
required by applicable law and the governmental
agency having jurisdiction thereof.
13.7 Removal and Disposition. Upon the expiration of the Term, Woolsey
Aviation, Inc., at its own expense, hereby agrees to properly remove and
dispose of all storage tanks placed on the Demised Premises by Woolsey
Aviation, Inc. in compliance with all applicable Environmental Laws and
all required cleanup procedures shall be diligently undertaken in
compliance with the governmental agency having jurisdiction thereof.
13.8 Information Available. The Airport hereby represents and warrants that
the Airport has made available to Woolsey Aviation, Inc. copies of the
Airport Environmental Impact Statement, the Airport Master Plan and all
environmental studies of the airport property and all other information
known to the Airport concerning the environmental condition of the
Demised Premises and any real property adjacent to the Demised Premises
that would adversely affect the Demised Premises.
13.9 Spill Prevention and Storm Water Discharge.
14. Utilities — Installation and Service Charges.
14.1 Woolsey Aviation, Inc. Requirements: Woolsey Aviation, Inc. shall
install or cause to be installed, telephone, cable, broad band and flight
following, weather and flight planning services for its use and for use of
customers.
14.2 Airport Requirements:
The
Airport shall, at
its
expense, make available
to Woolsey
Aviation,
Inc.
no later than
the
Commencement Date
19
permanent
electric, heat, water, and sewerage utilities
for
the Terminal
Building.
The Airport shall provide dumpsters for use by
all
tenants.
15. Taxes.
15.1 Payment Responsibility. Woolsey Aviation, Inc. shall pay or shall cause
to be paid, prior to their becoming delinquent, unless being contested, any
and all taxes which are lawfully levied, assessed or imposed at any time
during the Term upon any improvements erected by Woolsey Aviation,
Inc. or those holding by, through or under Woolsey Aviation, Inc. thereon,
and all applicable personal property taxes. The Airport is responsible for
all real estate taxes of any nature that apply to any period of time prior to
the beginning of the term hereof.
16. Indemnification and Insurance.
16.1 Indemnification by Woolsey Aviation, Inc.. Woolsey Aviation, Inc.
agrees to indemnify and hold harmless the Airport and the City of
Fayetteville from and against any and all claims by or on behalf of any
person or persons, firm or firms, corporation or corporations, arising from
the negligent or wrongful use, occupancy, conduct and management of, or
from any negligent or wrongful work or thing whatsoever done in or about
the Demised Premises by Woolsey Aviation, Inc., or any representative or
employee of Woolsey Aviation, Inc. during the Term.
16.2 Indemnification of Airport. The Airport agrees to indemnify and hold
harmless Woolsey Aviation, Inc. from and against any and all claims by or
on behalf of any person or persons, firm or firms, corporation or
corporations, arising from:
(a) The ownership by Airport of the Demised Premises;
(b) Any wrongful conduct of the Airport or any representative,
employee, invitee or permitee of the Airport in connection with the
exercise of the Airport's rights and the performance of the
Airport's obligations under this Lease, or otherwise with respect to
the Demised Premises; and
(c) Any default in the performance by the Airport, or any
representative of the Airport, of the Airport's obligations under this
Lease.
16.3 Woolsey Aviation, Inc. Insurance.
(a) Minimum Liability Insurance. Woolsey Aviation, Inc. shall
maintain or cause to be maintained for the benefit of the Airport
and Woolsey Aviation, Inc.: (i) general public airport liability
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insurance against claims for bodily injury, death or property
damage occurring in or about the Demised Premises and
improvements thereon, such insurance to afford protection in an
amount equal to minimum limits of liability of Five Million
Dollars ($5,000,000) combined single limit for injury (or death)
and for damage to property; (ii) comprehensive public liability and
property damage insurance in an amount equal to minimum limits
of Fifty Million Dollars ($50,000,000) combined single limit for
all fueling operations; and (iii) aircraft liability insurance in an
amount equal to minimum limits of Five Million Dollars
($5,000,000) combined single limit. A memorandum copy of each
such policy of insurance (which shall name the Airport as an
additional insured), or Certificate of Insurance, shall be deposited
with the Airport and shall provide for at least sixty (60) days notice
to the Airport prior to cancellation and/or change in any insurance.
(b) Adjustment of Minimum Liability Insurance. In the event the
Airport should, at any time after the first five years of the term
hereof, determine in its reasonable judgment that Woolsey
Aviation, Inc. should provide liability insurance protection in
excess of the limits it is then carrying, the Airport shall notify
Woolsey Aviation, Inc. of its determination in writing, stating the
limits it requests and the reasons therefore. If the Airport or
Woolsey Aviation, Inc. shall thereupon determine that they are
unable to agree upon the minimum limits to be carried, each party
shall within fifteen (15) days from said determination appoint a
person with at least five (5) years of experience in the sale of
liability insurance and the underwriting of liability insurance risks
to decide reasonable minimum limits to be carried, and their joint
decision shall control. If these two persons are unable to mutually
agree upon such minimum limits, they will appoint a third person
so experienced, and the decision of the majority shall control.
Each party shall pay the cost of the person it appoints and share
equally the cost of the third person appointed. In the event such
decision requires an increase in coverage, Woolsey Aviation, Inc.
shall provide the increased coverage within thirty (30) days from
and after such decision. In making the determinations hereunder,
all material factors shall be considered, including the general
availability and terms of liability insurance at a reasonable cost at
the time.
(c) Fire and Extended Coverage Insurance. Woolsey Aviation, Inc.
agrees that it will, at all times during the term of this Lease, keep
insured any improvements it hereafter erects upon the Demised
Premises under what is commonly know as a fire and extended
coverage policy (which shall name the Airport as an Additional
21
Insured) and shall famish the Airport a Certificate of such
Insurance. Said insurance shall be in an amount equal to not less
than ninety percent (90%) of the insurable value of said
improvements, and may contain appropriate deductibles at the
reasonable discretion of Woolsey Aviation, Inc.
(d) Use of Insurance Proceeds. In the event of damage or destruction
to the Demised Premises or improvements thereon by fire or other
insured casualty or otherwise, proceeds from such insurance,
subject to the prior rights of mortgagees and/or other security
holders, if any, shall be used toward restoring the Demised
Premises and improvements thereto.
16.4 Airport Insurance. The Airport shall maintain or cause to be maintained
general public airport liability insurance against claims for bodily injury,
death or property damage occurring in or about the Airport, such insurance
to afford protection in an amount equal to minimum limits of liability of
Five Million Dollars ($5,000,000.00) combined single limit for injury (or
death) and for damage to property.
17. Maintenance. Woolsey Aviation, Inc. agrees to keep the Demised Premises and
the improvements thereon in good order, maintenance and repair, ordinary wear
and tear and casualty losses excepted, and upon the termination or expiration of
this Lease to surrender up the Demised Premises and improvements thereon to the
Airport in such condition.
18. Advertising. No outside walls, roofs or other portion of the Demised Premises or
of any improvements thereon shall be leased for or used for any advertising
purposes. Reasonable business identification signs will be permitted subject to
the approval of the Airport and upon receipt of a valid permit by the City of
Fayetteville.
19. Fixtures and Improvements. It is expressly understood and agreed that any and
all trade machinery, equipment fixtures and improvements of whatsoever nature
(excluding real property) at any time placed, installed or maintained upon any
portion of the Demised Premises by Woolsey Aviation, Inc. shall be and remain
the property of Woolsey Aviation, Inc. Woolsey Aviation, Inc. shall have the right
to install and remove at any time during Woolsey Aviation, Inc.'s occupation of
the Demised Premises or within sixty (60) days after this Lease may be
terminated or have expired, to remove any and all trade machinery and equipment
owned or placed by Woolsey Aviation, Inc., upon the Demised Premises whether
before or during the Term, but shall not be obligated to do so. In the event of
removal Woolsey Aviation, Inc. shall repair any and all damage to the leasehold
improvement caused by said removal.
22
20. Assignment. Woolsey Aviation, Inc. shall not at any time assign this Lease or
any part thereof, or sublet all or any portion of the Demised Premises herein
without having first secured written approval of the Airport.
21. Disadvantaged Business Enterprise (DBE) Assurances. Woolsey Aviation,
Inc. acknowledges that the provision of 49 CFR, Part 26, Disadvantaged Business
Enterprises (DBE), as said regulations may be amended, and such other similar
regulations may be enacted, may be applicable to the activities of Woolsey
Aviation, Inc. under the terms of this lease, unless exempted by said regulations,
and Woolsey Aviation, Inc. hereby agrees to comply with the FAA and the U.S.
Department of Transportation, in reference thereto. These requirements may
include, but not be limited to, compliance with DBE participation goals, the
keeping of certain records of good faith compliance efforts, which would be
subject to review by the various agencies, the submission of various reports and,
if so directed by the various governmental agencies, the contacting of specified
percentages of goods and services contracts to Disadvantaged Business
Enterprises.
22. Non -Discrimination. Woolsey Aviation, Inc. for itself and its successors in
interest and assigns hereby covenants and agrees as a covenant running with the
land that in the event facilities are constructed, maintained or otherwise operated
on the Demised Premises for a purpose for which a Department of Transportation
program or activity is extended or for another purpose involving the provision of
similar services or benefits, Woolsey Aviation, Inc. shall maintain and operate
such facilities and services in compliance with all other requirements imposed
pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, Nondiscrimination of Federally -
assisted programs of the Department of transportation -Effectuation of Title VI of
the Civil Rights Act of 1964, and as said Regulations may be amended. Woolsey
Aviation, Inc. for itself and its successors in interest and assigns also hereby
covenants and agrees as a covenant running with the land that(a) no person on the
grounds of race, color, creed, sex, handicap or national origin shall be excluded
from participation in, denied the benefits of, or otherwise subjected to
discrimination in the use of said facilities, (b) that in the construction of any
improvements on, over or under such land and the furnishing of services thereon,
no person on the grounds of race, color, creed, sex handicap or national origin
shall be excluded from participation in, denied the benefits of, or otherwise be
subject to discrimination, (c) that Woolsey Aviation, Inc. shall use the Demised
Premises in compliance with all other requirements imposed by or pursuant to
Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A,
Office of the Secretary, Part 21, Non-discrimination in Federally -assisted
programs of the department of transportation -Effectuation of Title VI of the Civil
Rights Act of 1964, and (d) as said Regulations may be amended.
23. Default. All covenants and agreements herein made and obligations assumed are
to be construed also as conditions and these presents are upon the express
23
condition that if Woolsey Aviation, Inc. should fail to pay when due any one of
the aforesaid installments of rent, or should fail to perform or observe any of the
covenants, agreements or obligations herein made or assumed by said Woolsey
Aviation, Inc., then and thence forth in any of said events, after allowing for the
grace period for curing defaults set out below, this Lease may be forfeited, except
as otherwise provided herein with respect to any mortgagees in Section 20 or in
this Section 23, and thereby become null and void at the option of the Airport, and
said Airport may, with or without process of law, in a lawful manner re-enter said
premises and improvements or any part thereof and repossess and have the same
as of Woolsey Aviation, Inc.'s former estate and remove there from all goods and
chattels not thereto properly belonging, and expel said Woolsey Aviation, Inc. and
all other person or persons who may be in possession of the said premises and
improvements; and in such case Woolsey Aviation, Inc. covenants that it will
immediately and peaceably deliver up the same to the Airport, its agents or
attorneys; and if Woolsey Aviation, Inc., its tenants agents or attorney's shall hold
for a day beyond the time when they should have surrendered the Demised
Premises or improvements thereon, or any part thereof required hereby to be
surrendered, according to the provisions hereof or according to law, they shall be
subject to an action for forcible detainer under the statutes of the State of
Arkansas and be subject to eviction and removal from the Demised premises.
23.1 Notice. The Airport shall give written notice of default simultaneously to
Woolsey Aviation, Inc., any assignee or guarantor of this Lease, and to
any mortgagee or beneficiary of Woolsey Aviation, Inc.'s leasehold
interest in the Demised Premises and improvements thereon who shall
have the rights set forth in Section 20 and who are known to the Airport.
23.2 Cure of Default. No default shall be deemed to exist unless Woolsey
Aviation, Inc. fails to cure said default within thirty (30) days after receipt
of written notice thereof, provided, however, that if Woolsey Aviation,
Inc. fails to cure same within said thirty (30) days, the mortgagee or
guarantor of Woolsey Aviation, Inc.'s said leasehold interest shall have an
additional twenty (20) days after the end of said thirty (30) day period
within which to cure same. As to any curing of a default (other than
payment of rent) which would reasonably require a greater period of time
for curing than is provided for above, if Woolsey Aviation, Inc. shall,
within the time stipulated, commence such curing and diligently pursue
same, then, the above time period shall be extended to allow Woolsey
Aviation, Inc. reasonable opportunity to do so; provided, however, in the
event Woolsey Aviation, Inc.'s failure to perform or observe any of the
covenants, agreement or obligation herein shall create and /or cause a
hazard to safety, of whatsoever nature of kind, the period of the curing of
such default shall be no greater than five (5) days after receipt of written
notice thereof
23.3 Right to Contest. Woolsey Aviation, Inc. shall have the right to contest,
in good faith, the existence of any default alleged to have occurred or
alleged to exist, and in the event Woolsey Aviation, Inc. so elects, the time
period for curing any such allege default shall be extended until thirty days
after a final judgment has been entered in a court having jurisdiction over
such contest.
23.4 Notice of Forfeiture and Termination. The Airport may not exercise its
right to declare this Lease forfeited, terminated, or null and void without
first having given written notice to any mortgagee or beneficiary of a deed
of trust of Airport's intent to do so on a date specified in such notice,
which date shall be at least thirty (30) days after receipt by such
mortgagee or beneficiary of such written notice, which notice will specify
the default on account of which Airport seeks to exercise its rights of
forfeiture or termination.
23.5 Rights Upon Receipt of Notice. Upon receipt of any such notice of
forfeiture and termination, such mortgagee or beneficiary shall have the
right prior to the date specified for termination to cure the default specified
in such notice, or to initiate proceedings to contest the existence of such
default, or to initiate proceedings to compel Woolsey Aviation, Inc. or any
other person or entity to cure such default, thereby preventing or delaying
forfeiture or termination of this Lease. In the event such mortgagee or
beneficiary cures such default or proceeds to cure such default prior to the
date specified for termination by instituting proceedings to compel
Woolsey Aviation, Inc. or any other party causing such default to cure
such default, or institutes proceedings, in good faith, contesting the
existence of such default, the Airport's right to terminate this Lease shall
be suspended until thirty days after the entry of a final judgment of a
court having jurisdiction over any such action or contest determining that
the default identified in such notice exists under this Lease and must be
cured to prevent forfeiture hereunder. As to the curing of any default
(other than the payment of rent) which would reasonably require a greater
period of time for curing than is provided above, if the mortgagee or
beneficiary shall, within the time otherwise provided herein, commence
the curing of such default or commence an action to compel such default
to be cured, and shall diligently pursue same, then the time provided for
herein for the curing of such default shall be extended to allow such
mortgagee or beneficiary a reasonable opportunity to cure such default or
force the curing of such default by any other person or entity who may be
obligated to cure such default or may have the ability to cure such default.
24. Right to Terminate Not Exclusive. The right of the Airport to terminate this
Lease as herein set forth is in addition to and not in exhaustion of such other
rights that the Airport has or causes of action that may accrue to the Airport
because of the Woolsey Aviation, Inc.'s failure to fulfill, perform or observe the
25
obligations, agreements or covenants of this Lease, and the exercise or pursuit by
the Airport of any of the rights or causes of action accruing hereunder, shall not
be an exhaustion of such other rights or causes of action that the Airport might
otherwise have. However, in the event of any default by Woolsey Aviation, Inc.,
the Airport agrees to utilize reasonable efforts to mitigate its damages.
Notwithstanding any default or failure of performance by Woolsey Aviation, Inc.
hereunder, the Airport may not distain upon, or otherwise proceed against, by
legal process or otherwise, Woolsey Aviation, Inc.'s delivery vehicles or
airplanes, Woolsey Aviation, Inc.'s proprietary property or any of the goods or
property of third parties in the possession of Woolsey Aviation, Inc. All things
equal, both parties have the right to give notice of termination of this agreement
for the good of the parties with a minimum of 60 days notice to terminate. Upon
receipt of such notice, the parties are required to work together to effect a smooth
transition of services to the public.
25. Termination by Woolsey Aviation, Inc. Woolsey Aviation, Inc. may, at its
option, terminate this Lease without liability by giving the Airport sixty (60) days
advance written notice if the commencement of the initial improvements
contemplated by Section 8 hereof shall be prevented by Woolsey Aviation, Inc.'s
inability to secure financing.
26. Attorney Fees. Woolsey Aviation, Inc. agrees to pay all cost of collection,
including reasonable attorney fees, if all or any part of the rent reserved herein is
collected after maturity with the aid of an attorney; also to pay reasonable
attorney fees in the event it becomes necessary for the Airport to employ an
attorney to force Woolsey Aviation, Inc. to comply with any of the covenants,
obligations or conditions imposed by this Lease. Likewise, the Airport agrees to
pay reasonable attorney fees in the event it becomes necessary for Woolsey
Aviation, Inc. to employ an attorney to force the Airport to comply with any of
the covenants, obligations or conditions imposed by this Lease.
27. Protection from Violation — Unlawful Purposes. Excluding any environmental
issues, matters or things arising at any time as a result of an occurrence, matter or
thing origination or existing prior to the taking of possession of the Demised
Premises by Woolsey Aviation, Inc., Woolsey Aviation, Inc., during the term, will
keep and hold harmless the Airport from any penalty or damages or charges
imposed for any violation of any Federal, state or municipal laws and ordinances
occasioned by acts or omissions of Woolsey Aviation, Inc. and Woolsey Aviation,
Inc. agrees that the Demised Premises and improvements thereon shall, during the
term of this Lease, be used only for proper and lawful purposes and as authorized
herein, and that Woolsey Aviation, Inc. will not use the same or any portion
thereof for any purpose or use which may be in violation of the laws of the United
States or of the State of Arkansas, or of the ordinances and regulations of the
County of Washington, and the City of Fayetteville, Arkansas, or for any
unlawful purpose or use whatsoever. Woolsey Aviation, Inc. also agrees that it
will not create or allow any nuisance to exist on the demised Premises and that it
wo
will promptly abate all such as may arise, and will not commit or suffer to be
committed any waste thereon.
28. Rules and Regulations. Woolsey Aviation, Inc. agrees to observe and obey any
and all reasonable uniformly applied rules and regulations adopted by the Airport
with respect to use of the Airport, and all applicable federal, state and local
governmental rules and regulations. "The Minimum Standards for Fayetteville
Municipal Airport Drake Field" herein referred to as Airport Minimum Standards
at Fayetteville Municipal Airport are attached as Attachment #3.
29. Quiet Enjoyment. The Airport hereby affirmatively covenants and warrants that
so long as Woolsey Aviation, Inc. pays the rent and other sums and charges
reserved and agreed to be paid by Woolsey Aviation, Inc. under the terms of this
Lease, and faithfully observes the covenants, conditions and agreements herein
contained and to be observed by Woolsey Aviation, Inc. or which can be
performed by mortgagee or beneficiary, Woolsey Aviation, Inc. shall freely,
peaceably and quietly have and enjoy the Demised Premises and every part
thereof and all of its other rights under this Lease during the entire term of this
leases.
29.1 Fee Simple. The City of Fayetteville hereby covenants and warrants that
it is well seized of the Demised Premises, has fee simple absolute title
thereto and has the legal right and authority to lease the same in the
manner and form herein provided; and that said Demised Premises and
every part thereof are free and clear of any easements, encumbrances,
reservations, restriction or reversionary rights whatsoever, except as
specified in the Airport Layout Plan set forth as Exhibit "B", and will
remain so during the term and any extensions unless otherwise agreed to
by Woolsey Aviation, Inc. and will defend such title on behalf of Woolsey
Aviation, Inc. or mortgagee or beneficiary, as the case may be, during the
Term and any extensions.
29.2 Events of Breach. In the event of the breach of the foregoing covenant
and warranty, which the parties hereby agree shall include, but not be
limited to:
(a) The existence of any unpaid real estate taxes relating to any time
period prior to the beginning of the Lease; or
(b) The existence of any
encumbrance, reservatio
reversionary interest, lien,
hereinafter, "Title Defect"
Woolsey Aviation, Inc.'s
Demised Premises;
easement, right-of—way, covenant,
1, restriction, right -of -first refusal,
mortgage, title defect, etc. (collectively
), that would materially affect or impair
proposed development or use of the
27
The Airport shall immediately pay such real estate taxes or cause same to
be paid, and the Airport shall cure such Title Defect within (90) after
receipt of notice from Woolsey Aviation, Inc. of the existence of same, or
such longer period if such cure cannot be completed within ninety (90)
days, so long as the Airport has commenced its cure within the initial
ninety (90) day cure period and is diligently proceeding to complete same
immediately thereafter.
29.3 Failure to Perform. If the Airport defaults in the performance of any of
the foregoing and the Title Defect is of such nature as to materially
interfere with or preclude Woolsey Aviation, Inc.'s construction of
Woolsey Aviation, Inc.'s improvements, or to unreasonably interfere with
or preclude the issuance of permits or site plan approval of such
construction, then Woolsey Aviation, Inc. shall have the following
election:
(a) Woolsey Aviation, Inc. shall have the right to cancel this lease
effective upon the Airport's receipt of notice of such cancellation;
or
(b) Woolsey Aviation, Inc. shall have the right to pay such unpaid real
estate taxes, cure the Title Defect or otherwise correct such breach
of covenant and warranty, as the case may be, and deduct the
reasonable cost thereof, including reasonable attorney's fees and
expenses, from the rents due hereunder. If Woolsey Aviation, Inc.
elects election (b), then the Airport shall reasonably cooperate with
Woolsey Aviation, Inc. in order that Woolsey Aviation, Inc. may
cure the Title Defect or otherwise correct such breach of covenant
and warranty.
30. Estoppel Certificate. Either party shall at any time and from time to time upon
not less than twenty (20) business days prior written request by the other party,
execute, acknowledge and deliver to such party a statement in writing certifying
that his Lease is unmodified and in full force and effect (or if there has been any
modification thereof that the same is in full force and effect as modified and
stating the modification or modifications and that there are no defaults existing, or
if there is any claimed default stating the nature and extent thereof); and stating
the dates to which the rent and other charges have been paid in advance. It is
expressly understood and agreed that any such statement delivered pursuant to
this section by be relied up by either party or by any third party.
31. Notices. Whenever by the terms of this lease, notice shall or may be given either
to the Airport or to Woolsey Aviation, Inc., such notice shall be in writing and
shall be sent by Unites States registered or certified mail, return receipt requested,
with adequate prepaid postage. If intended for the Airport, addressed to:
Ray M. Boudreaux, Director
Aviation and Economic Development
City of Fayetteville
4500 S. School Avenue, Suite F
Fayetteville, AR 72701
With copy to:
Kit Williams, City Attorney
City of Fayetteville
113 West Mountain Street
Fayetteville, AR 72701
If intended for Woolsey Aviation, Inc., address to:
Roger Woolsey, President/CEO
Woolsey Aviation, Inc.
8501 Telephone Road
Houston, Texas 77061
Or, to such address or addresses as may from time to time hereafter be designated
by like notice form either party to the other. The time of giving of such notice
when sent by U.S. mail shall be deemed to be the time when the same is received
or delivery refused as shown by the return receipt.
32. Invalidity of Particular Provisions. If any term or provision of this lease or the
application thereof to any person or circumstances shall to any extent be invalid
or unenforceable, the remainder of this lease, or the application of such term or
provisions to persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each tern and revision of this
Lease shall not be affected thereby, and each tern and provision of this Lease
shall valid and shall be enforceable to the fullest extent permitted by law.
33. General Terms.
33.1 General Terms. Whenever the term the Airport is used herein it shall be
construed to include the successors and assigns of the Airport and
whenever the term Woolsey Aviation, Inc. is used herein, it shall be
construed to include the successors and assigns of Woolsey Aviation, Inc.;
and the words "Airport" and "Woolsey Aviation, Inc." shall include single
and plural, individual and corporate, masculine, feminine or neuter, as the
same may be or hereafter become applicable. Whenever approvals or
consents of the Airport are required hereunder or in any attachments
hereto, such approvals or consents shall not be unreasonably withheld,
conditioned or delayed. This Lease shall be binding upon and inure to the
29
benefit of the parties hereto, and their successors and assigns, as other
wise provided in other paragraphs hereof.
33.2 Captions and Headings. Captions of the Articles, Sections or paragraphs
of this Lease are for convenience and reference only, and the words
contained therein shall in no way be held to explain, modify, amplify or
aid in the interpretation, construction or the meaning of the provisions of
this Lease.
33.3 Modifications: Any modifications to this lease shall be in writing and
signed by all the parties hereto.
33.4 Counterparts. This lease may be executed in multiple counterparts, each
of which shall be deemed an original.
33.5 Choice of Law. This lease shall be interpreted in accordance with the law
of the State of Arkansas.
33.6 Time is of the Essence. Time is of the essence of this lease.
33.7 Waiver of Defaults. No failure by either Woolsey Aviation, Inc. or the
Airport to insist upon the strict performance of the other party of any
covenant, agreement term or condition of this Lease or to exercise any
remedy consequent upon a breach thereof shall constitute a waiver of any
such breach or of such covenant, agreement, term or condition. No waiver
of any breach shall effect or alter this Lease, but each and every covenant,
condition and term of this Lease shall continue in full force and effect with
respect to any other then existing subsequent breach.
33.8 Entire Agreement. Unless modified or supplemented in writing and
signed by the party or parties to be charged, this lease constitutes the entire
agreement between the parties. Except as aforesaid, any other
understandings, agreements or negotiations are deemed merged herein and
shall be interpreted in accordance with the law of the State of Arkansas.
33.9 Miscellaneous. None of the foregoing terms, covenants, obligations or
conditions shall survive the expiration or the earlier termination of their
Lease, except for those obligations continued in Section 14 hereof, which
obligations shall survive such expiration or earlier termination for a period
of one (1) year.
30
• I
WITNESS the execution hereof by the parties hereto, in any number of
counterpart copies each of which counterpart copies shall be deemed as an original for all
purposes, as of the day and year first above written.
CITY OF FAYETTEVILLE
FAYETTEVILLE, ARKANSAS
By:
Dan Coody, Mayor
ATTEST
By:
Sondra Smith, City Clerk
WOOLSEY AVIATION, INC., INC.
By:
Roger Woolsey
President/CEO
ATTEST
By:
Paul Milam, Vice President
31
• r
FBO EQUIPMENT LIST
Aircraft Tug
Aircraft tow bar
Aircraft De Ice Cart
Aircraft Marshalling Wands
Aircraft Chocks
Air Frequency Radios 5 ea
Air Frequency Base Station Radio 1 ea
City Radios 3 ea
Luggage Carts 2 ea
Jet Fuel Truck (AVFUEL)
AVGAS Fuel Truck (AVFUEL)
Aircraft Power Cart
Aircraft Battery Cart
Air Compressor
Pilot Supply Cases
Ice Machine
Flight Planning Desk
Fax Machine
Microwave
Big Screen TV
Wall mounted TV's (2 ea)
De-ice pump
Air Stairs
Attachment #1
•
Formula for Rental Increases
Rent adjustments shall be made as of the commencement of each of the Dates Upon Which Rent
Increases Apply and shall be determined by the following formula:
Rent as last so increased under this Lease
multiplied by:
I + Current Index - Base Index
Base Index
plus:
one percent (1%) of the Rent as last so increased under this Lease
Where, "Current Index" shall be the CPI (D-1 Consumer Price Index All City Average, ""all
items groups, subgroups and special groups, "published monthly in the Monthly Labor Review ofthe
Bureau of Labor Statistics of the United States Department of Labor) for the month immediately
prior to the applicable Dates Upon which Rent Increases Apply, and Base Index shall be the CPI for
the month immediately prior to the Commencement Date or the most recent Dates Upon Which Rent
Increases Apply, whichever is applicable. In no event, however, shall the Rent for any period be less
• than the Rent as last so increased under this Lease. In the event that such CPI is no longer published
or otherwise available, the adjustment provided for herein shall be by the successor (or the most
nearly comparable successor index) thereto, adjusted as appropriate to the applicable dates.
Attachment #2
WITNESS
the execution hereof by the
parties hereto,
in any number of
counterpart copies
each of which counterpart. copies
shall be deemed
as an original for all
purposes, as of the
day and year first above written.
CITY OF FAYETTEVILLE
FAYETTEVILLE, ARKANSAS
By:
Dan Coody, Mayor
ATTEST
By:
Sondra Smith, City Clerk
WO AVIATION, INC., INC.
B
Milam
Vice President
ATTEST
By: ? L/z&
ura Williams
Administrative Assistant
0
WITNESS the execution hereof by the parties hereto, in any number of
counterpart copies each of which counterpart. copies shall be deemed as an original for all
purposes, as of the day and year first above written.
CITY OF FAYETTEVILLE
FAYETTEVILLE, ARKANSAS
By:
Dan Coody, Mayor
ATTEST
By:
Sondra Smith, City Clerk
WO AVIATION, INC., INC.
Milam
Vice President
ATTEST
By:
C -'/ aura Williams
Administrative Assistant
'is
FBO EQUIPMENT LIST
Aircraft Tug
Aircraft tow bar
Aircraft De Ice Cart
Aircraft Marshalling Wands
Aircraft Chocks
Air Frequency Radios 5 ea
Air Frequency Base Station Radio 1 ea
City Radios 3 ea
Luggage Carts 2 ea
Jet Fuel Truck (AVFUEL)
AVGAS Fuel Truck (AVFUEL)
Aircraft Power Cart
Aircraft Battery Cart
Air Compressor
Pilot Supply Cases
Ice Machine
Flight Planning Desk
Fax Machine
Microwave
Big Screen TV
Wall mounted TV's (2 ea)
De-ice pump
Air Stairs
Attachment #1
t
•
•
Formula for Rental Increases
Rent adjustments shall be made as of the commencement of each of the Dates Upon Which Rent
Increases Apply and shall be determined by the following formula:
Rent as last so increased under this Lease
multiplied by:
1 + Current Index - Base Index
Base Index
•plus:
one percent (1%) of the Rent as last so increased under this Lease
Where, "Current Index" shall be the CPI (D -I Consumer Price Index All City Average, "all
items groups, subgroups and special groups, "published monthly in the Monthly Labor Review ofthe
Bureau of Labor Statistics of the United States Department of Labor) for the month immediately
prior to the applicable Dates Upon which Rent Increases Apply, and Base Index shall be the CPI for
the month immediately prior to the Commencement Date or the most recent Dates Upon Which Rent
Increases Apply, whichever is applicable. In no event, however, shall the Rent for any period be less
than the Rent as last so increased under this Lease. In the event that such CPI is no longer published
or otherwise available, the adjustment provided for herein shall be by the successor (or the most
nearly comparable successor index) thereto, adjusted as appropriate to the applicable dates.
Attachment #2
• •
FAY.ETTEV ILLE
AIRPORT ADMINISTRATION OFFICE -
THE CITY OF FAYETTEVILLE, ARKANSAS
MEMORANDUM TO FILE
TO: TENANTS AND USERS
OF FAYETTEVILLE M
FROM: RAY BOUDREAUX,
DATE: APRIL 19, 2005
SUBJECT: "THE MINIMUMSTANDARDS FOR I
FAYETTEVILLE M JNHCIPAL AIRPORTDR4KE FIELD"
Please be advised by this memo the "The Minimum Standards for Fayetteville
Municipal Airport Drake Field" has been amended by the following.
Delete sentence on Page 9 that states: "Public sale of automobile gas for
use in aircraft will not be permitted on the Airport ".
The sale of auto fuel on Fayetteville Municipal Airport was established by the following.
The City of Fayetteville Council, by Resolution # 32-04 passed and
approved on March 2, 2004 (copy attached), a contract to install an 87
octane MoGas pump at the aviation fuel service facility at Fayetteville
Municipal Airport. The Airport Board reviewed the proposed contract and
forwarded the contract to the City Council for approval.
4500 SOUTH SCHOOL AVENUE, SUITE F • AIRPORT TERMINAL BUILDING
FAYETTEVILLE, AR 72701
ci
FAYETTEVILLE MUNICIPAL AIRPORT - DRAKE FIELD
4500 S. SCHOOL AVENUE, SUITE F
FAYETTEVILLE, ARKANSAS 72701
THE
MINIMUM STANDARDS
FOR FAYETTEVILLE MUNICIPAL AIRPORT
DRAKE FIELD
ORIGINALLY ADOPTED: February. 16, 1981 Resolution 25-81
AMENDED: May,18,1993 Resolution 50-93
UPDATED AND REPLACED BY: June 6, 2000 Resolution 78-00
AMENDED: December 5, 2000 Resolution 16240
UPDATED AND REPLACE BY: January 6, 2004 Resolution
1
TABLE OF CONTENTS
INTRODUCTION
STATEMENT OF POLICY
SECTION 1:
DEFINITIONS
SECTION 2:
GENERAL USE AGREEMENT
SECTION 3:
GENERAL REQUIREMENETS
SECTION 4:
PENALTIES
SECTION 5:
APPLICATIONS
SECTION 6: NOTICE
SECTION 7: LEASE/CONTRACT/PERMIT
SECTION 8: GENERAL REQUIREMENTS
SECTION 9: BASIC LEASE TERMS AND CONDITIONS
SECTION 10: AMENDMENTS TO STANDARDS
AND NOTICES
ATTACHMENT 1: LEASE APPLICATION FORM
2
PAGE
3
3
4
5
5
12
13
13
14
14
16
fY=
fE;m
•
THE MINIMUM STANDARDS
FOR
• FAYETTEVILLE MUNICIPAL AIRPORT, DRAKE HELD
• FAYETTEVILLE, ARKANSAS
INTRODUCTION
In order to encourage and ensure the provision of adequate services and facilities, the economic health
of, and the orderly development of aviation and related aeronautical activities at the Fayetteville
Municipal Airport, Drake Field, the City of Fayetteville as proprietor, sponsor and operator of the
airport establishes these minimum standards and requirements ("minimum standards').
The following sections set forth the minimum standards prerequisite to a person or entity operating
upon and engaging in one or more activity upon the airport. The minimum standards are not intended
to be all-inclusive. Any person or entity engaging in activities at the airport will be required to comply
with all applicable federal, state and local laws; ordinances; codes; and other similar regulatory
measures to. such activities and these Minimum Standards.
STATEMENT OF POLICY
The Fayetteville Municipal Airport, Drake Field Administration intends to operate, manage, plan,
finance and develop the airport for its long-term financial viability and safety in a manner consistent
with generally accepted airport practices and applicable federal, state and local policies and
regulations.
Accordingly, all entities wishing to• perform aeronautical and /or commercial, and /or any other
activities at the airport shall be accorded a fair and reasonable opportunity, without unlawful
discrimination, to qualify and to compete (if applicable) to occupy available facilities at the airport.
The granting of rights and privileges to individuals and businesses will not be construed in anymanner
as affording any operator any exclusive right for use of the premises and/or facilities at the airport
other than those premises which may be leased exclusively to any operator, and then only to the extent
• provided in a written lease and/or permit.
While the airport director has the authority to manage the airport (including the authority to interpret,
administer, and enforce airport agreements and airport owner policies and the authority to permit
temporary, short term occupancy of the airport), the ultimate authority to grant the occupancy and use
of the airport real estate or permits allowing for the conduct of all activities, and to approve, amend or
supplement all leases and permits is expressly reserved to the City of Fayetteville City Council after
• the advice and council of the Airport Board.
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SECTION 1: DEFINITIONS
As used herein, the following terms shall have the meaning listed:
AIRPORT LAYOUT PLAN: - (ALP) Developed by the Airport Director in consultation with the
Airport Board.
AIR OPERATIONS AREA: - (AOA) That portion of the Airport designated for use by aircraft and
including all runways, taxiways, ramps, aprons and any other areas so delineated for use by aircraft,
inside the perimeter fence.
AERONAUTICAL ACTIVITY: - Shall mean any activity which involves, makes possible, or is
required for the operation of aircraft or which contributes to, or is required for, the safety of such
operations and shall include, but not by way of limitation, all activities commonly conducted on
airports, such as charter operations, pilot training, aircraft rental, sight seeing, aerial photography, crop
dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of
aviation petroleum products, whether or not conducted in conjunction with other included activities,
repair and maintenance of aircraft, sale of aircraft parts, sale of maintenance of aircraft accessories,
radio, communication and navigation equipment and any other activity which, because of its direct
relationship to the operation of aircraft, can appropriately be regarded as an "aeronautical activity".
AIRCRAFT: - Any contrivance now known or hereafter invented, used or designed for navigation of
or flight in the air.
AIRPORT: - Shall mean Fayetteville Municipal Airport, Drake Field, Fayetteville, Arkansas owned
and operated by the City of Fayetteville as a Department.
AIRPORT BOARD: - Shall mean the seven member board, appointed selected by the Fayetteville
City Council to provide guidance for Airport operations and practices and procedures.
AIRPORT DIRECTOR: - Shall mean the Manager or Director of the Airport as designated by the City
of Fayetteville.
AIRPORT TRAFFIC AREA: - Shall be as defined in the current Federal Aviation Regulations, Part
1, and as such maybe amended from time to time.
CITY COUNCIL: - Shall mean the City of Fayetteville, Arkansas, Council as duly constituted at
any time.
DRIVER: - Any person who is in actual physical control of a vehicle.
MN1MUM STANDARDS: - The requirements, standards, rules and regulations established herein,
as amended from time to time by the City Council upon recommendation of the Airport Board,
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setting forth the minimum requirements to be met as a condition for the right to conduct any activity
on the Airport.
MOTOR VEHICLE: - any ground vehicle that is self-propelled.
MOVEMENT AREA: - the area which is under the direct control of the tower, it includes 500 feet
perpendicular to and either side of the runway centerline, 200 feet outward from each threshold and a
118 foot area which encompasses each taxiway.
EN I TY. - Any person, firm, partnership, corporation, company or association; and including any
trustee, receiver of similar representative thereof.
PILOT: - Any person who is responsible for control of an aircraft.
SECTION 2: GENERAL USE AGREEMENT
No entity, incorporated or otherwise, shall conduct any activity at the Fayetteville Municipal Airport,
Drake Field, unless a valid agreement authorizing such activity has been entered into between the
entity and the City of Fayetteville.
The agreement will present the terms and conditions under which the activity will be conducted at
the airport, including but not limited to: term of the agreement, rent charges, fees and other charges,
and the rights and obligations of the respective parties.
SECTION 3: GENERAL REOUIREMENTS
The following general requirements shall apply to all activities at the Airport:
FEDERAL AIR TRAFFIC RULES • The rules of the Federal Aviation Administration for aircraft
operated anywhere in the United States, and presently or hereafter effective, are hereby referred to,
adopted and made a part hereof as though fully set forth and incorporated herein.
SAFEGUARD OF PERSONS AND PROPERTY The Airport Director or his/her designated
representative shall at all times have authority to take necessary legal actions to safeguard any
person, aircraft, equipment or property at the Airport.
LEASE OF AIRPORT PROPERTY. The City of Fayetteville may lease property within the
building area or other portions of the Airport for the construction of hangars, buildings, aprons,
taxiways and auto parking lots in accordance with the approved Airport Layout Plan.
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Leased land from which any building, hangar, or structure is removed after due notice will be
cleaned and put back to the condition as originally received by the Lessee.
Lease applications will be submitted through the Airport Director's Office for approval. Following
review by the Airport Director and the Airport Board, applications will be processed through the
City's Contract Review Committee and the City Attorney for signature by the Mayor. The
exceptions will be the standard leases, such as T -Hangar Leases, etc., which, following review and
approval by the Airport Director, will be forwarded through the City's Contract Review Committee
for the Mayor's signature. All applications for sub -lease or assignment must be submitted to the
Airport Director for. approval, then forwarded through the City's Contract Review Committee for
the Mayor's signature.
No structures may be erected beyond the building restriction line or in conflict with the approved
Airport Layout Plan, unless revision are made to the Plan and approved by the FAA.
Fuel Flowage Fees: A fuel flowage fee will be charged for all fuel dispensing activities based on the
established City Ordinance, Title IX (9), Chapter 91.16 currently approved and placed in effect by
the City Council.
Lien for Charges: A lien for charges may be used to enforce the payment of any charge made for
repairs, routine invoicing, improvements, storage or care ofanypersonal property, made or furnished
by the City or its agents, in connection with the operation of the Airport. The City shall have a lien
upon such personal property, which shall be enforceable as provided by law.
Lien Possessory Right: A lien possessory right maybe used to enforce the non-payment of charges.
The Airport Manager may retain possession ofpersonal property until all reasonable, customary and
usual compensation shall have been paid in full.
Unauthorized Signs and Equipment No signs or . non -aeronautical equipment or portable
buildings/house trailers may be erected, moved in or installed on the Airport property except as may
be specifically authorized by the Airport Director, in accordance with the City of Fayetteville Sign
Ordinance.
Surreptitious Activities• Any person observing suspicious, unauthorized or criminal activities must
report such activities immediately to the Airport Administration or Police.
Wrecked/Damaged/Disabled Aircraft: The owner of any aircraft damaged as a result of an accident
shall be responsible for the prompt removal of the aircraft following release by the FAA or the
.National Transportation Safety Board. No aircraft in a non -airworthy condition so disabled as to
give the appearance of a wrecked plane, or otherwise so damaged as to be unsightly, shall at any time
be parked or tied down out of doors in public view, except with specific authorization by the Airport
Director.
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•
Damage to Airport: Any entity, and/or the owner of any aircraft or vehicle causing damage of any
kind to the Airport or airport facilities shall be liable to the Airport.
Iniury to Persons: Persons entering upon Airport grounds do so at their own risk and with no
• liability incurring to the Airport for any injury or damage to person or property. Further, anyperson
• desiring to use the Airport shall observe and obey all valid laws, resolutions, orders, rules and
• regulations promulgated and enforced by the Airport or by any authority having jurisdiction over the
• conduct and operation of the Airport including the FAA. It shall be incumbent upon the user/tenant
to be familiar with these regulations.
• Pilots: Only properly licensed persons holding current airman and medical certificates issued by the
FAA shall be authorized to operate aircraft upon the Airport. This limitation shall not apply to
properly licensed sport pilots, ground operations byproperly trained and qualified person, students in
• training while under the supervision of licensed instructors, or to public aircraft of the Federal
• Government or of a State, territory or political subdivision thereof, or to aircraft licensed by a foreign
government with which the United States has a reciprocal agreement covering the operation of such
licensed aircraft.
NOTE: Use of the Airport by ultralight vehicles/motorless aircraft without operational contact with
• the ATCT shall be subject to prior approval by the Airport Director and shall be in accordance with
• FAR PART 103 and any other rules set by the Airport. Ultra -light operators must be familiar with
traffic pattern procedures and shall maintain radio contract with the Air Traffic Control Tower.
• Intoxicants and Narcotics Prohibited: No person under the influence of an intoxicant or narcotic
shall operate or fly in any aircraft upon or over the Airport; provided however, such prohibition shall
• not apply to a passenger when accompanied by a nurse or caretaker in an aircraft apart from the pilot.
Foreign Objects: No foreign objects, including bottles, cans, scrap or any object that may cause
damage to an aircraft shall be left upon the floor of any building or upon any part of the surface area
• of the Airport.
Authorized Persons - Air Operations Area (AOAI • Any person who has authority to enter the AOA
• and who permits a guest to accompany him or her shall be responsible for ensuring that such guest
remain accompanied by an authorized person at all times while in the AOA. Any person entering the
• AOA shall ensure that any gate through which entry is gained is properly closed after they enter and
is to notify the Airport Management promptly if such gate does not close properly. If vehicle access
• is used to enter, the vehicle operator, after proceeding through the open gate will stop, and wait until
the gate is closed before proceeding to his or her destination. No unrestrained pets, or animals, will
be permitted in the AOA.
• Vehicle Operations - Air Operations Area (AOAI: No person shall operate any vehicle in the
• AOA unless such person is licensed to operate such vehicle on the public highways of this State, or
• unless such vehicle is licensed for operation on such highways or is specially, authorized for
• operation on Airport property only.
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No person shall operate any vehicle on any part of the Movement Area without first obtaining
percussion from the Control Tower, or after its closure, advising of position and intentions by use of
the Common Traffic Advisory Frequency.
Every person operating a vehicle in the AOA shall obey the lawful order, signal or direction, by
voice, hand or otherwise, of the Control Tower or of any Airport staff member, Airport Rescue and
Fire Fighting staff member or law enforcement officer.
No person shall operate any vehicle in the AOA unless authorized to do so by the Airport Director
or his/her designated representative.
No person shall operate any vehicle on any part of the airport in a negligent manner or while the
operator is under the influence of intoxicating beverages, narcotics or any substance which could
adversely affect the full and rational exercise of a driver's mental or physical faculties, or when the
vehicle is in an unsafe condition or equipped or loaded so as to endanger persons or property or in a
manner unsafe for existing conditions.
All persons on the Movement Area shall obey the following Airport Control Tower light signals:
RED STOP
FLASHING RED CLEArt RUNWAY IMMEDIATELY
GREEN OR FLASHING GREEN PROCEED
ALTERNATING RED & GREEN USE EXTRA CAUTION
FLASHING WHITE RETURN TO POINT OF ORIGIN
No person shall operate any vehicle on the runway, taxiway or movement area unless such vehicle is
equipped with a two-way radio in operating condition.
All aircraft, motor vehicles and ground equipment while inside the AOA must be adequately lighted
or marked with suitable reflectors during the hours of darkness or periods of reduced visibility during
the daylight hours. Reduced visibility is defined as. any ground visibility less than 500 feet.
All ground self-propelled vehicles, except responding emergency equipment, shall yield the right-of-
way to any aircraft in motion. All aircraft shall hold their positions during an emergency unless
otherwise directed by the Control Tower.
Pedestrians and aircraft shall at all times have right -of way over vehicular traffic. All vehicles shall
pass to the rear of taxiing aircraft.
No person shall operate, park or stop any vehicle in any aircraft parking area, landing areas, ramp or
taxiway except as authorized by Airport Management.
No person shall operate or park any ground vehicle in any area that is not designated by signs or
markings.
No person shall operate any vehicle at speeds greater than fifteen (15) miles per hour upon any area
of the AOA with the exception of the Movement Area, in which vehicles shall not operate at speeds
greater than thirty five (35) miles per hour.
Emergency vehicles while responding/training and official Airport vehicles being used in the
performance of official duties are excluded from this section when necessary to accomplish an
emergency or official mission; however, such vehicles shall at all times be in contact with the
Control Tower.
Fueling of Aircraft: Aircraft shall not be fueled while the engine is running, or while in a hangar, nor
other enclosed place.
All fuel trucks will be equipped, operated and maintained in accordance with the National Fire
Protection Association, Incorporated, NFPA Manual 407 "Aircraft Fuel Servicing."
Persons or aviation businesses wishing to supply and dispense aviation fuel for their private use must
first apply for a permit, be granted a permit, and comply with the "Minimum Standards for Self
Fuelers" before initiating their self fueling program.
Public sale of automobile gas for use in aircraft will not be permitted on the Airport.
Aviation or auto fuels will not be stored within a hangar and all fuel which is supplied to the Airport
for aeronautical use will pay the applicable flowage fees as specified by City Ordinance.
Tie -down of Aircraft: All aircraft, not hangared, shall be tied down or secured at night and during
inclement weather. Aircraft owners or their agents are responsible for the tie -down or security of
their aircraft.
Running Aircraft Engines; On aircraft not equipped with adequate brakes, the engine shall not be
started until and unless the wheels have been set with blocks attached to ropes or other suitable
means for removing them.
No airplane will be propped, started or left running without qualified personnel at the controls.
No engine shall be started or run inside any building.
Damage to Runway Lights: Damage to any field light or fixture shall be reported to Airport
Management immediately. Persons causing damage to runway and taxiway lights, as a result of
negligent operation of an aircraft, vehicle or as result of a willful act will be liable for replacement
cost of the light(s) and/or fixture(s).
9.
Taxiing Aircraft: No person shall taxi an aircraft until he/she has ascertained that there will be no
danger of collision with any person or object in the immediate area.
Aircraft will be taxied at a safe and prudent speed, and in such manner as to be at all times under the
control of the pilot or taxi certified technician
Parking Aircraft: Aircraft shall be parked in the areas designated by the Airport Manager for that
purpose.
Aircraft will not be parked in such a manner as to hinder the normal movement of other aircraft and
traffic unless specifically authorized by the Airport Director as an emergency measure or in an
unusual situation. Vehicles shall use care to avoid interference with aircraft in the aircraft parking
areas.
Unattended aircraft will be properly shut down, chocked and/or tied down.
Loading/Unloading of Aircraft: Aircraft will not be loaded or unloaded with the engine(s) running
with the exception of medical operations.
Authority to Suspend Operations• The Airport Director may suspend or restrict any or all operations
whenever such action is deemed necessary in the interest of safety.
Take -offs on Apron, etc.: No take -offs or landings shall be made on the apron, parking ramp or
taxiway except by special permission of the Airport Director.
Common Courtesy: Aircraft entering the traffic pattern shall exercise caution and practice courtesy
so as not to cause aircraft already in the pattern to deviate from their course.
Parachute Jumping: Parachute jumping into the airport is prohibited except when special
arrangements have been made which are authorized by the Airport Director.
Special Procedures: The Airport Director may, in the interest of safety or for special events,
designate special traffic procedures for certain operations, such as air shows, lighter than air
operations, banner towing, ultralights, etc. Prior approval from the Airport Director is required.
Fire Regulations • Every person using the Airport or its facilities for anypurpose, shall exercise the
greatest care and caution to prevent fires.
Smoking or open flame within fifty (50) feet of any aircraft or fuel truck is prohibited.
Compressed flammable gas shall not be kept or stored upon the Airport, except at such place as may
be designated by the Airport Manager.
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No flammable substance shall be used in cleaning motors or other parts of an aircraft inside a hangar
or other building. .
No one shall smoke, ignite a match or lighter in any airport public owned building.
The floors in all buildings shall be kept clean and free from oil. Volatile, flammable substances shall
not be used for cleaning floors.
Refuse, trash, or litter, such as, boxes, crates, cans, bottles, paper, tall grass/weeds shall not be
permitted to accumulate in or about a hangar.
At least two 20 lb portable fire extinguishers will be available within 50 feet of the fuel pumps or
truck where the open hose discharge capacity of the fuel pump is not more than 200 gallons per
minute; at least one wheeled 80 lb fire extinguisher where the open hose discharge capacity is more
than 200 gallons per minute, but not more than 350 gallons per minute; at least two wheeled 80 lb
fire extinguishers where the open hose discharge capacity is greater than 350 gallons per minute.
• All aviation fuel nozzles will have "dead man" controls which will shut off the fuel flow when the
nozzle hand control is released. No "lock open" type nozzle shall be permitted for fueling aircraft.
Only when the pilot or crew member is present at the aircraft will a fueling operation.take place
while passengers are aboard.
In all matters related to aircraft fueling safety the provisions of NFPA Manual 407 "Aircraft Fuel
Servicing" published and available from the National Fire Protection Association, Incorporated, 470
Atlantic Avenue, Boston, Massachusetts 02210, shall prevail (as updated or amended from time to
time).
Any fuel which becomes spilled through the fueling procedure, fuel farm. loading and unloading
procedure or fuel which is spilled from any portion of any aircraft is the responsibility of the owner
of the aircraft or fueling agency involved. It is their responsibility to clean up the spill. The clean up
procedure will conform to those set forth by the Department of Pollution Control and Ecology and all
other City, State and Federal guidelines. Under no circumstances is fuel to be "washed down", but
instead it shall be absorbed with an approved material and disposed of in the manner specified by
City, State and Federal guidelines. All costs of such clean ups shall be borne by the
owner/company/tenant involved.
Aircraft Painting: Aircraft painting is prohibited in all buildings except those approved as paint
shops. All such facilities will abide by all local, City, State and Federal regulations in place and as
amended from time to time by the governing bodies. Any violations and subsequent fines/fees which
may be levied shall be borne by the party involved in the violation.
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Knowledge of Rules Implied: By publication of these Minimum Standards all persons will be
deemed to have knowledge of the contents. Copies of the Minimum Standards are available to all
persons requesting a copy.
Copies will be available at all times in the airport office, and copies will be furnished to owners and
operators of aircraft based on the Airport.
Conflict in Rules: If and where there is conflict in these and the Federal Aviation Rules (FARs) the
latter shall prevail.
SECTION 4: PENALTIES
Penalty for Violation: Any person operating or handling an aircraft in violation of any of these
Minimum Standards or refusing to comply herewith, may, at once, be asked to leave the Airport, or
may be denied use of the Airport by the Airport Director. When extreme circumstancesor
conditions exist, said violator may be deprived of the further use of the Airport and its facilities for
such period of time as may appear necessary, for the protection of life and property.
Any violation of these Standards, as adopted by Council Resolution, shall be subject to all applicable
laws of the City of Fayetteville Police and Fire Departments and punishable by fine. This section is
cumulative of all other penalties for violation of Federal, State and Local laws, rules, regulations and
ordinances.
Prosecution for an offense under this Resolution does not prevent the use of other enforcement
remedies or procedures, including administrative measures applicable to the person charged with the
conduct involved in the offense.
If any provision of this Resolution is held insufficient as the basis of criminal prosecution as
provided herein, the same shall nevertheless be a ground for revocation or suspension of any license,
permit or privilege issued under this Resolution.
For any violation hereof, a law enforcement officer or other appropriate enforcement official may
require the person cited to sign a written or printed notice to appear in court. If the person cited signs
such notice, the officer or other appropriate official may permit the person to proceed without further
detaining him/her at that time. Signing the notice shall not be an admission of guilt.
Refusal of the person cited to sign the notice, or failure after signing the notice to appear in court as
required, shall be grounds for suspending a license/permit or other privileges at the Airport.
Nothing in this article shall prevent the issuance of a warrant of arrest on the same charge, and trial
and conviction thereon as in other cases.
The Director may. request any person committing a violation to cease said activity or leave the
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Airport, and ask any person who fails to comply with such request to leave.
In any case in which the Federal Aviation Administration, the Department of Pollution Control and
Ecology or the Environmental Protection Agency or any other governing agency assesses a civil
penalty against the Airport for any Federal/State/Local Regulation violation, the City of Fayetteville
shall be reimbursed by the person whose act, or failure to act, caused the violation resulting in the
civil penalty or by the person whose employee, agent, servant or independent contractor caused the
violation resulting in the civil penalty This shall be the analogues with concern to any other penalty
caused by the person whose act or failure to act causes a violation.
Termination of Permits/Leaes/Contrac• Any person, who continues to violate these Minimum
Standards shall forfeit his or her rights to the use of the facilities. Issuance of multiple citations or
warnings for violations in a 12 month period will be deemed as a basis for conducting a review of the
operator/tenant/contractor by the City ofFayetteville. Judgments made based on this review shall be
considered binding and cause for termination of their permit/lease/contract. Appeals to action taken
by the Airport Management should be made to the Airport Board within thirty days to request a
hearing review.
Saving Clause: Should any part of this Resolution be invalid or unconstitutional, no other part shall
necessarily be affected thereby.
SECTION 5: APPLICATIONS
Any person, firm or corporation desiring to enter into any form of activity of any nature upon the
premises of the Fayetteville Municipal Airport shall first obtain permission from the Airport
Director. Each application shall be made in writing and filed with the Airport Director, setting forth
in detail the nature of the proposed activity including but not limited to the names and addresses of
the owners, the proposed activity, the number of employees, the amount of space or land required
and the qualifications of the owners to perform the proposed activity. The application form located
at Attachment 1 will be filled out completely.
SECTION 6: NOTICE
Upon the filing of such an application with the Airport Director, and provided it meets the
requirements set forth in Section 5, it shall be referred to the Airport Board and Mayor with any
recommendations that Airport Staff deem necessary.
Any like business, already in operation shall be notified by first class mail of any application which
would incorporate a duplication of a business currently in operation/existence.
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SECTION 7: LEASE/CONTRACT/PERAUT
Upon approval of any such application as submitted or modified, the Airport Director shall cause to
be prepared a suitable lease/contract/pennit setting forth the terms and conditions of the land/facility
to be utilized or built, which leaselcontract/permit shall, in every instance, be conditioned upon:
a. Original and continued compliance with the Standards required for each particular
activity approved and shall refer and incorporate these Standards by reference;
b. Any structure or facility to be constructed or placed upon the Airport shall be
constructed in a manner to conform to all safety regulations of the State of Arkansas,
the CityofFayetteville, the FAA and any other governmental entity having regulatory
authority in connection therewith, and shall be in compliance with the requirements
of current building codes and fire regulations of the City of Fayetteville; and that any
construction once commenced will be diligently pursued to completion.
c. The right of the City Council to modify or add to the Standards for operation at the
Airport.
• SECTION 8: GENERAL REQUIREMENTS FOR ALL AIRPORT ACTIVITIES
• The following general requirements shall apply to all activities at the airport. Each applicant, and all
• others, for permission to conduct activities at the Airport, shall comply with the following and enter
into a written agreement with the City of Fayetteville Airport Director prior to conducting activity of
• any kind:
a. Each entity shall demonstrate a history of management and personnel ability, or a
Business Plan for the service to be provided, in conducting the same, similar, or
comparable type of service or activity.
b. Each entity shall have the financial responsibility and ability to provide facilities and
services proposed;
c. Each entity has, or can, reasonably secure necessary certificates from the FAA or
other authority where the same are required for the activity proposed;
d. Each entity can and will, at all times, meet standards of all Local, State and Federal
bodies having regulatory authority over the Airport entity and any proposed activity.
e. Each entity shall pay a fee, and/or shall lease space from the Airport or land on which
to build said suitable space. Each entity will maintain its exclusive area at all times,
subject to the approval of the Airport Director.
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f. Each entity shall operate in a manner which does not infringe on the rights or
property of others and conduct all activity in a fashion which shows due trust to the
public.
g. Each entity shall agree to indemnify and hold harmless, the City of Fayetteville, of
• and from any claims of liability for personal injury, death, or property damage
resulting from its operation at the Airport. Insurance in the amounts listed, as
• applicable, shall be maintained in force at all times until the permit is relinquished or
cancelled. The City of Fayetteville shall be listed as additional insured on all
commercial insurance policies.
COVERAGE FOR BODII,Y INJURY AND PROPERTY DAMAGE FOR
AIRPORT PREMISES:
Liability coverage to provide for bodily injury, mental. anguish, personal injury and
damage to someone else's property resulting from the ownership, maintenance or
-use of airport premises. Including, but not limited to the use of mobile equipment
which is owned or leased while it is on the airport premises. Mobile equipment
means a land vehicle (including machinery and/or apparatus attached to it), whether
or not it's self propelled, used exclusively for the maintenance or handling of aircraft
or airport premises.
COVERAGE AND LIMITS PROVIDED FOR THE USE OF AIRCRAFT ON
THE AIRPORT PREMISES:
General Aviation:
General aviation is to be considered the use of an aircraft for the personal business
and/or pleasure use of the owner or leaseholder of an aircraft. Liability limits
required by the City of Fayetteville as owner/operator of the Airport shall be:
Aircraft and Comprehensive Public Liability and Property Damage:
$250,000. Bodily Injury each Occurrence
$250,000. Personal Injury each Occurrence
$250,000. Property Damage including Fire Legal Liability
$3,000. Medical Payments each Person
Commercial Aviation:
Commercial aviation is to be considered the use of an aircraft for the purpose of
monetary, financial or beneficial gain by goods and services. These operations
include, but are not limited to, activity directly related to the service, distribution,
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sale, renting, leasing, repair or service of aircraft, aircraft engines or other aircraft
components, or operation of an aerial application service, airport, hangar, pilot
training, instructional institution, service, air or cargo charter, commercial flying
service or aircraft salvage service.
Liability limits required by the City of Fayetteville as owner/operator of the Airport
shall be:
Aircraft and Comprehensive Public Liability and Property Damage:
$1,000,000.
Bodily Injury each Occurrence
$1,000,000.
Personal Injury each Occurrence
$1,000,000.
Property Damage
$500,000.
Fire Legal Liability
$3,000.
Medical Payments each Person
h. Each entity of any kind shall not engage in any activity for furnishing services to the
public at the Airport unless:
(1) Said service is furnished on a fair, equal and nondiscriminatory basis to all
users thereof, and
(2) Fair, reasonable and non - discriminatory prices are charged for each unit of
sale or service, provided that reasonable and non - discriminatory discounts,
rebates or other similar types of price reduction may be made to volume
purchasers.
Each entity at all times, will comply with all local, state, and federal regulations and
requirements. Any associated fees, or fines, levied to the Airport as owner in
connection with a tenant/contactor/or operator, or any others shall be passed along
and borne by the tenant or any other operation deriving benefit from the use of the
Airport's Property/assets.
j • Each entity shall possess all licenses, permits, and certificates required by the FAA,
the State of Arkansas and the City of Fayetteville and will ensure that all remain
current and in effect.
SECTION 9: BASIC LEASE TERMS AND CONDITIONS
Airport facilities are leased to aviation related business and industry, to aircraft owners and operators
and compatible businesses and industries as established by the Airport Board.
Modifications to airport owned facilities must be approved by the Airport Director, before
installation, or modification, and become the property of the airport unless specifically
addressed in writing.
Land leases for the construction of facilities are entered into between the parties where it is
the responsibility of the tenant to fully maintain. and operate his/her facility including the
structure and systems.
Ownership of facilities constructed on airport property will revert to the City at the end of the
lease tern and any options that have been activated. At the time of reversion, the facility will
be in a maintenance free condition or the property returned to its original condition and all
debris removed from airport property.
Facilities. constructed on airport property must meet all code requirements established by the City of
Fayetteville, the State of Arkansas and the FAA. A Notice of Proposed Construction or Alteration
form, FAA Form 7460-1, shall be submitted and approved by the FAA before construction
commences. All users of Airport facilities will keep the facilities clean and neat at all times. It is
essential that grass be mowed and trash be properly disposed of. All tenants will insure that their
areas are free of objects that may be a Foreign Object Damage (FOD) hazard.
A copy of the Fayetteville Municipal Airport Lease Application Form is included as part of these
Minimum Standards.
SECTION 10: AMENDMENTS TO STANDARDS AND NOTICES
The Airport Board, along with the Airport Director, shall review the Minimum Standards for
Operations and Activities from time to time and shall recommend such revisions or amendments as
shall be deemed necessary. The Minimum Standards are established in order to protect the health
and safety of the public and interest of the City of Fayetteville. Upon approval, all amendments are
in full force and effect and all commercial operators, tenants and clients shall be required to conform
to such amended standards.
NOTICES
Notice of intent to amend the Standards as established herein shall be published in a newspaper of at
least local circulation and be considered sufficient notice when printed for the public as a general
notice to all citizens.
17
Attachment 1, Lease Application Form (two pages)
FAYETTEVILLE MUNICIPAL AIRPORT, DRAKE FIELD
LEASE APPLICATION FORM
1 • NAME OF LEASEHOLDERS) OR CORPORATE REPRESENTATIVE(S) AS
APPLICABLE
2. HOME ADDRESS OF LEASEHOLDER(S) OR CORPORATE REPRESENTATIVE(S)
3. NAME OF CORPORATION AS INCORPORATED
4. STATE OF INCORPORATION (include copy of incorporation paperwork)
5. ADDRESS AND CONTACT INFORMATION OF CORPORATION FOR PURPOSE
OF NOTICES
address or P. O.
BUSINESS AND/OR SERVICES TO BE PROVIDED
7. HOURS OF OPERATION
8. NAMES AND QUALIFICATIONS OF PERSONS CONDUCTING THE BUSINESS
AND/OR PROVIDING THE SERVICE IF DIFFERENT FROM ABOVE INCLUDING
CONTACT INFORMATION
•
Fayetteville Municipal Airport
Lease Application
Page Two
9. TOTAL NUMBER OF EMPLOYEES INCLUDING MANAGEMENT
10. TOOLS, EQUIPMENT, SERVICES AND INVENTORY REQUIRED TO CONDUCT
PROPOSED BUSINESS AND/OR SERVICE
11. DESCRIPTION OF PROPERTY TO BE LEASED
12. TYPE AND EXTENT OF CONSTRUCTION OR REQUIRED IMPROVEMENTS TO
AIRPORT OWNED PROPERTY CONTEMPLATED AND PLANNED BUDGET, AS
APPLICABLE
13. LIST OF AIRCRAFT AND TYPE, IF ANY (INCLUDE "N" NUMBER), TO BE
OPERATED BY TENANT
14. PROPOSED COMMENCEMENT DATE OF LEASE
15. PROPOSED TERM OF LEASE
• 16. INSURANCE PROVIDER (City of Fayetteville/Airport Administration Office must
be listed as additional insured and be provided a copy of the Certification of
Insurance.)
I City of Fayetteville •
Staff Review Form
City Council Agenda Items
Contracts
21 -Jun
City Council Meeting Date
Ray M. Boudreaux
Submitted By
a
Aviation & Economic Development
Division
Action
General Government
Department
Woolsey, President/CEO, 8501
Telephone Rd, Houston, TX, 77061, phone: 731-640-4000, fax:713-641-6788, email:rwoolsey@millionair.com., to
provide aviation fueling and other services at Fayetteville Municipal Airport.
REVENUE
$24,000.00
Cost of this request
5550.0955.4454.00
Account Number
NA
Project Number
Budgeted Item
$ 1,281,168.00
Category/Project Budget
$ 554,213.00
Funds Used to Date
$ 726,955.00
Remaining Balance
Budget Adjustment Attached EX
Department Director �/ Date
City Attorney
Finance and Internal Service Director
-1-05
Date
Chrgs-Sery
Program Category / Project Name
Airport Revenue
Program / Project Category Name
Airport
Fund Name
Ordinance or Resolution #
Original Contract Date:
Original Contract Number:
Received in City Clerk's Office
6..
Received in Mayor's Office pl
ate
WITNESS the execution hereof by the parties hereto, in any number of
counterpart copies each of which counterpart copies shall be deemed as an original for all
purposes, as of the day and year first above written.
CITY OF FAYETTEVILLE
FAYETTEVILLE, ARKANSAS
By:
Dan Coody, Mayor
ATTEST
By:
Sondra Smith, City Clerk
WOOLSEY AVIATION, INC., INC.
By:
Roger Woolsey
President/CEO
ATTEST
By:
Paul Milam, Vice President
IA
31
I
WITNESS the execution hereof by the parties hereto, in any number of
counterpart copies each of which counterpart copies shall be deemed as an original for all
purposes, as of the day and year first above written.
WOOLSEY AVIATION, INC., INC.
By:
Roger Woolsey
President/CEO
ATTEST
By:
Paul Milam, Vice President
CITY OF FAYETTEVILLE
FAYETTEVILLE, ARKANSAS
By:
Dan Coody, Mayor
ATTEST
By:
Sondra Smith, City Clerk
31
From: Clarice Pearman
To: Boudreaux, Ray
Subject: Woolsey Aviation
Ray,
The Council passed a resolution for the Woolsey contract but you did not attach signed contracts for this
item. Please get signed contract from Woolsey to continue processing this resolution.
Thanks.
Clarice
Clarice Pearman - Re: Woolsey Aviation Page 1_
From: Clarice Pearman
To: Boudreaux, Ray
Subject: Re: Woolsey Aviation
Yes, I have two original agreements without signatures that we're in the agenda folder. If you would like
to come and get these to take for signature that will be okay.
>>> Ray Boudreaux 06/22/05 05:29PM >>>
Hi Clarice,
I gave them to you all last week. I think I gave them to ???
I can't remember who I gave them to. If you can't find them, I" see if I can't get another copy.
\Thanks, Cheers, Ray.
Ray M. Boudreaux, Col. USAF (ret)
Director, Aviation & Economic Development
4500 S. School Ave., Suite F
Fayetteville, AR 72701
ph. 479.718.7642
fax. 479.718.7646
email: roudreaux(ahci.favetteville.ar.us
Clarice Pearman - Res. 117-05 Page 1
From: Clarice Pearman
To: Boudreaux, Ray
Date: 7/12/05 3:16PM
Subject: Res. 117-05
Ray,
Attached is a copy of the resolution passed by City Council, June 21, 2005. Also attached is a copy of the
agreement. This will serve as confirmation that Lou Powers picked up one of two originals of the contract
with Woolsey Aviation.
I will be send the original blue budget adjustment to Budget & Research. Also attached is a copy of the
budget adjustment approve by Council.
Thanks.
Clarice
CC: Deaton, Vicki
From: Clarice Pearman
To: Fell, Barbara
Subject: Fwd: Res. 117-05
I will be forward via interoffice mail blue budget adjustment.
>>> Clarice Pearman 07/12/05 03:16PM >>>
Ray,
Attached is a copy of the resolution passed by City Council, June 21, 2005. Also attached is a copy of the
agreement. This will serve as confirmation that Lou Powers picked up one of two originals of the contract
with Woolsey Aviation.
I will be send the original blue budget adjustment to Budget & Research. Also attached is a copy of the
budget adjustment approve by Council.
Thanks.
Clarice
Ray M. Boudreaux
Submitted By
an Addendum to
City of Fayetteville
Staff Review Form
City Council Agenda Items
Contracts
NA
City Council Meeting Date
Aviation & Economic Development
Division
General Government
Department
President/CEO, 8501 Telephone Rd, Houston, TX, 77061, phone: 731-640-4000, fax:713-641-6788,
corn., to specify the terms of the FBO equipment lease.
REVENUE
$19,500.00
Cost of this request
5550.0955.4454.00
Account Number
NA
Project Number
Budgeted Item �X
Director
$ 1,281,168.00
Category/Project Budget
$ 1,065,309.00
Funds Used to Date
$ 215,859,00
Remaining Balance
Budget Adjustment Attached EJ
I, -
Date
fC� ///3/os
City Attorney
Finance and Internal Service Director Date
Mayor
Date
Chrgs-Sery
Program category / Project Name
Airport Revenue
Program / Project Category Name
Airport
Fund Name
Previous Ordinance or Resolution # 117-05
Original Contract Date: 6/21/2005
Original Contract Number: NA
Received in City Clerk's Office
Received in Mayor's Office
lift
City Council Meeting of: N/A
Agenda Item Number:
TO: Mayor
THRU: Staff/Contract Review
FROM: Ray M. Boudreaux, Director, Aviation and EcKngmic Development
DATE: October 20, 2005
///3165
WBal y uvlauon/I
M,111&" Afr c�'✓
SUBJECT: Approve Addendum to the Lease agreement between the City of Fayetteville and
Woolsey Aviation, Inc., DBA Million Air Fayetteville for lease/purchase of airport
owned equipment.
RECOMMENDATION: Approve lease addendum to the contract with Woolsey Aviation for the
lease purchase of City owned FBO specific equipment. The lease contract provides that the City
owned equipment be listed at lease attachment #1. This addendum when approved will be included
in the lease as Lease Attachment #1. The listed equipment is that needed to operate a fuel and line
service FBO and is no longer needed by the City as long as the contract is in place. The purpose of
the lease/own procedure is to allow the new FBO time to get up to speed as the fuel and line service
provider and to provide a fall back position for the City should the FBO fail and terminate the
contract. Recommend approval and signature of the Mayor.
BACKGROUND: Million Air Fayetteville now operates the fuel and line services at Fayetteville
Municipal Airport, Drake Field. The equipment acquired by the City to operate the services over the
last four years is no longer needed by the City but is required to operate the fuel and line service by
Million Air. The equipment was inspected by both parties and the fair market value was determined.
The value was then amortized over three years to determine a monthly payment. Million Air has
agreed to abandon the equipment should the company fail before the end of the term. This is
beneficial to the City as once the company has operated the FBO for three years, they would be
expected to remain in the business. Conversely, should Million Air fail, this arrangement provides a
method for the City to retain the equipment and not be required to reacquire it or similar equipment
with which to operate the service. During the term of the lease/purchase agreement, Million Air has
the option to purchase the equipment before the end of the term.
DISCUSSION: Please execute the amendment to be included in the lease contract as Attachment
#1. The inventory of the equipment is part of the lease/purchase agreement.
BUDGET IMPACT: The proceeds, $541.67 per month will go into the Airport fund.
Attachments: Staff Review form
Addendum
Inventory
Amortization Schedule
Aviation and Economic Development Department
Fayetteville Municipal Airport, Drake Field
4500 South School Avenue. Suite F
Fayetteville, Arkansas 72701
Ray M. Boudreaux, Director
Addendum to the Airport Use and Lease Agreement for Fixed Base Operations by and
between Fayetteville Municipal Airport, The City of Fayetteville Arkansas, and Woolsey
Aviation Inc, db.a. Million Air of Fayetteville
This Addendum to the Agreement will specify the terms of the lease of Airport -owned equipment as
described in paragraph 5.5 on page 7, of the Agreement, and is hereby made a part of the Agreement
NOW, THEREFORE, the City of Fayetteville and Woolsey Aviation Inc. agree as follows:
I. The Fair Market Value, (FMV), of the leased equipment is $19,500.00. A list of the leased equipment is
included as Attachment A.
2. Upon execution of the Addendum, the Woolsey Aviation Inc. agrees to pay the rental amount in thirty six
(36) monthly installments. $541.67 (Five Hundred and Forty One Dollars, and Sixty Seven cents). A
schedule of Amortization is included as Attachment B.
3. The equipment lease payments shall begin on October 1, 2005, and end on or about September 30, 2008.
4. If, during the term of the equipment lease, Woolsey Aviation Inc. ceases operation at Fayetteville Municipal
Airport, voluntarily terminates the original Agreement, or otherwise fails to remit the equipment lease
monthly payment when due, the equipment shall be returned to the possession and sole ownership of the
City of Fayetteville.
5. At the conclusion of the equipment lease term, and payment of the final installment has been received by the
City of Fayetteville, ownership of the equipment shall be transferred to Woolsey Aviation Inc.
6. If, prior to the conclusion of the term of the equipment lease, Woolsey Aviation Inc., elects to purchase the
equipment outright, Woolsey Aviation Inc, shall pay to the City of Fayetteville, a prorated lump -sum
payment as follows:
After one year: 60% of the FMV
After two years: 30% of the FMV
7. Woolsey Aviation Inc. agrees to maintain the equipment in good working condition for the term, excepting
normal wear and tear.
IN WITNESS WHEREOF, this day, November - - , 2005.
147067
By:
Coody, Mayor
Woolsey Aviation Inc. �J
By:
Title: !`N %6 i
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Attachment B -Amortization Schedule
Enter Values
Loan Summary
Loan Amount $
19,500.00
Scheduled Payment
$
541.67
Annual Interest Rate
0.00 %
Scheduled Number of Payments
38
Loan Period In Years
3 I
Actual Number of Payments
36
Number of Payments Per Year
12
Total Early Payments
$
Start Date of Loan
9/12005
Total Interest
$
0.00
Optional Extra Payments
Lender Name: Gy of Fayetteville
-----
Pmt
Payment
Beginning
Scheduled
Extra
Total
Ending
No.
Date
Balance
Payment
Payment
Payment
Principal
Interest
Balance
1
10112005
$ 19.500.00 $
541.67
$ -
$ 541.67
$
541.67
$
0.00 $
18,958.33
2
11112005
18,958.33
541.67
-
541.67
541.67
0.00
18,416.67
3
12112005
18.416.67
541.67
-
541.67
541.67
0.00
17.875.00
4
1112006
17,875.00
541.67
-
541.67
541.67
0.00
17.333.33
5
2112006
17,333.33
541.67
-
541.67
541.67
0.00
16,791.67
6
3/12008
16.791.67
541.67
-
541.67
541.67
0.00
16,250.00
7
4112006
16,250.00
541.67
-
541.67
541.67
0.00
15,708.33
8
5/12006
15,708.33
541.67
-
541.67
541.67
0.00
15,166.67
9
6/12006
15,168.67
541.67
-
541.67
541.67
0.00
14,625.00
10
7112006
14.825.00
541.67
-
541.67
541.67
0.00
14.083.33
11
6/112006
14,083.33
541.67
-
541.67
541.67
0.00
13,541.67
12
9/12006
13,541.67
541.67
-
541.67
541.67
0.00
13,000.00
13
10/12006
13,000.00
541.67
-
541.67
541.67
0.00
12,458.33
14
11/12006
12,458.33
541.67
-
541.67
541.67
0.00
11,916.67
15
12/112006
11,916.67
541.67
-
541.67
541.67
0.00
11,375.00
16
1/12007
11,375.00
541.67
-
541.67
541.67
0.00
10,833.33
17
2112007
10,833.33
541.67
-
541.67
541.67
0.00
10,291.67
18
3112007
10,291.67
541.67
-
541.67
541.67
0.00
9,750.00
19
4112007
9,750.00
541.67
-
541.67
541.87
0.00
9,208.33
20
6/12007
9,208.33
541.67
-
541.67
541.87
0.00
8,666.67
21
6/12007
8,666.67
541.67
-
541.67
541.67
0.00
8,125.00
22
7/1/2007
8,125.00
641.67
-
541.67
541.67
0.60
7,583.33
23
8/12007
7,583.33
541.67
-
541.67
541.67
0.00
7,041.67
24
9112007
7,041.67
541.67
-
541.67
541.67
0.00
6,500.00
25
10/12007
6,500.00
541.67
-
541.67
541.67
0.00
5,958.33
26
11/1/2007
5.958.33
541.67
-
541.67
541.67
0.00
5,416.67
27
12/12007
5,416.67
541.67
-
541.67
541.67
0.00
4,875.00
28
1/12008
4,875.00
541.67
-
541.67
541.67
0.00
4,333.33
29
2/12008
4,333.33
541.67
-
541.67
541.67
0.00
3,791.67
30
3/12008
3,791.67
541.67
-
541.67
541.67
0.00
3,250.00
31
4/1/2008
3,250.00
541.67
-
541.67
541.67
0.00
2,708.33
32
5/12008
2,708.33
541.67
-
541.67
541.67
0.00
2,166.67
33
6/12008
2,166.67
541.67
-
541.67
541.87
0.00
1,825.00
34
7/12008
1,625.00
541.67
-
541.67
541.67
0.00
1,083.33
35
8/12008
1,083.33
541.67
-
541.67
541.67
0.00
541.67
36
-_9112008
_541.67
541.67
-
561.67541_67
0.00 _..
0.00
City of Fayetteville
Staff Review Form
City Council Agenda Items
Contracts
City Council Meeting Date
Ray M. Boudreaux Aviation & Economic Development General Government
Submitted By Division Department
Action Required:
Approve an Addendum to the Lease Agreement with Woolsey Aviation, DBA: Million Air Fayetteville, Roger Woolsey,
President/CEO, 8501 Telephone Rd, Houston, TX, 77061, phone: 731-640-4000, fax:713-641-6788,
email:rwoolsey@millionair.com., to specify the terms of the FBO equipment lease.
REVENUE
$21,375.00
Cost of this request
5550.0955.4454.00
Account Number
NA
Project Number
Budgeted Item OX
Department
City Atton1
Finance and
Mayor
Director
$ 1,281,168.00
Category/Project Budget
$ 1,065,309.00
Funds Used to Date
$ 215,859.00
Remaining Balance
Budget Adjustment
0
Chrgs-Sery
Program Category / Project Name
Airport Revenue
Program / Project Category Name
Airport
Fund Na e
;CIJ p.
rli/VtihQy
% gavious Ordinance or Resolution # 117-05
Date' �v Original Contract Date: 6/21/2005
Original Contract Number: NA
0 Z6 as
Received in City Clerk's Office
du
Date
Received in Mayor's Office
Date
City Council Meeting of: N/A
Agenda Item Number:
CITY COUNCIL AGENDA MEMO
TO: Mayor
THRU: Staff/Contract Review Committee
FROM: Ray M. Boudreaux, Director, Aviation and o c Development
DATE: October 20, 2005
SUBJECT: Approve Addendum to the Lease agreement between the City of Fayetteville and
Woolsey Aviation, Inc., DBA Million Air Fayetteville for lease/purchase of airport
owned equipment.
RECOMMENDATION: Approve lease addendum to the contract with Woolsey or e
lease purchase of City owned FBO specific equipment. The lease contract provisjj the Ci y
owned equipment be listed at lease attachment #1. This addendum whp$yrfrrd will be included
in the lease as Lease Attachment #1. The listed equipment is that nee4etj&perate a fuel and line
service FBO and is no longer needed by the City as long as the contract n lace. The purpose of
the leaselown procedure is to allow the new FBO time to getup t as the fuel and line service
provider and to provide a fall back position for the City shoulJ BO fail and terminate the
contract. Recommend approval and signature of the Mayor
BACKGROUND: Million Air Fayetteville nov1 les the fuel and line services at Fayetteville
Municipal Airport, Drake Field. The u squired by the City to operate the services over the
last four years is no longer needed by thjyrut is required to operate the fuel and line service by
Million Air. The equipment was inspect y both parties and the fair market value was determined.
The value was then amortized over thr years at a 4% interest rate to determine a monthly
payment. Million Air has agreed to andon the equipment should the company fail before the end of
the term. This is beneficial to tlytity as once the company has operated the FBO for three years,
they would be expected to re in in the business. Conversely, should Million Air fail, this
arrangement provides a m od for the City to retain the equipment and not be required to reacquire
it or similar equipment th which to operate the service. During the term of the lease/purchase
agreement, Million 3if has the option to purchase the equipment before the end of the term.
DIS U IO Please execute the amendment to be included in the lease contract as Attachment
#1. T=invtory of the equipment is part of the lease/purchase agreement.
BUDPA The proceeds, $631.08 per month will go into the Airport fund.
Staff Review form
Addendum
Inventory
Amortization Schedule
Aviation and Economic Development Dcpamncni
Faycneville Municipal Airpun, Dmke Field
4500 South School Avenue, Suite F
Fayetteville, Arkansas 72701
Ray M. Boudreaux, Director
Clarice Pearman - Woolsey Aviation, McClelland, Robinson Aviation Page 1
From: Clarice Pearman
To: Boudreaux, Ray
Date: 11/7/05 4:33PM
Subject: Woolsey Aviation, McClelland, Robinson Aviation
Ray,
Attached are copies of the above agreements. I will forward any extra originals to you via interoffice mail.
Also, I will be forwarding to the internal auditor the original purchase requisition for McClelland.
Thanks.
Clarice
CC: Bell, Peggy; Deaton, Vicki