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LEASE OF LAND AND FACILITIES AT DALLAS LOVE FIELD
K--C AVIATION, INC.
EXECUTED ON , 1978
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TABLE OF CONTENTS
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Parties........................................................... 1
Section I. Description of Leased Premises............... 1
Section II.1. Primary Term and Extension................... 2
Section II.2. Rental....................................... 4
Section II.3. Use Of Premises.............................. 5
Section II.4. Maintenance and Repair of Premises........... 7
Section II.5. Utilities.................................... 8
Section II.6. Inspection................................... 8
Section II.7. Access to Premises........................... 8
Section II.8. Taxes........................................ 9
Section II.9. Insurance.................................... 9
Section II.10. Liens........................................ 10
Section II.11. Termination by Lessor........................ 12
Section II.12. Remedies..................................... 14
Section II.13. Termination by Lessee........................ 15
Section II.14. No Waiver of Right to Declare
Forfeiture................................... 17
Section II.15. Lessee's Right to Remove Property............ 17
Section II.16. Surrender of Premises........................ 18
Section II.17. Indemnification.............................. 18
Section II.18. Assignment and Sublease...................... 19
Section II.19 Right of First Refusal....................... 20
Section II.20. Nondiscrimination............................ 22
Section II.21. Signs........................................ 22
Section II.22. Governmental Requirements - Rules and
Regulations.................................. 23
Section II.23. Venue........................................ 23
Section II.24. Successors and Assigns....................... 24
Section II.25. Notices...................................... 24
Section II.26. Headings..................................... 24
Section II.27. Counterparts................................. 24
LEASE OF LAND AND FACILITIES AT DALLAS LOVE FIELD
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STATE OF TEXAS )
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS )
This LEASE OF LAND AND FACILITIES AT DALLAS LOVE FIELD, made and entered
into by and between the CITY OF DALLAS, a municipal corporation, duly
organized and existing under the laws of the State of Texas (called
"Lessor"), owner of an airport in Dallas, Dallas County, Texas, known as
Dallas Love Field, and K-C AVIATION INC., a Delaware corporation, with its
principal offices at Outagamie Aiport, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (called
"Lessee").
W I T N E S S E T H:
--------------------
I.
Lessor does hereby grant, lease and demise unto Lessee two (2) parcels of
real estate, the first parcel (called "Parcel A") is approximately
148,672.470 square feet of land within the boundaries of Love Field in the
City and County of Dallas, State of Texas, together with the improvements
thereon, including the following facilities:
(1) A hangar building containing approximately 35,475 square feet of
floor space, with paved ramp area adjoining (called "Hangar
Building").
(2) A prefabricated steel building approximately 175 feet long and 60
feet wide (called "Cargo Building"), containing approximately
10,500 square feet of floor space, which the parties agree may be
removed by Lessee at its cost and relocated at Dallas Love Field
as directed by Lessor.
This parcel is more particularly described on EXHIBIT A which is attached
hereto and made a part hereof for all purposes.
The second parcel (called "Parcel B") is approximately 247,059.302 square
feet of land within the boundaries of Love Field in the City and County of
Dallas, State of Texas, which is more particularly described on EXHIBIT B
which is attached hereto and made a part hereof for all purposes.
II.
Lessor and Lessee agree that the terms, conditions and covenants of this
Lease are as follows:
1. PRIMARY TERM AND EXTENSION
(a) This Lease shall be for a primary term of ten (10) years
beginning February 1, 1978, and running through January 31, 1988.
(b) Lessee shall have an option to extend this Lease for four(4)
additional terms of five (5) years each, the first extension term
beginning on February 1, 1988. Each of the options may be
exercised by Lessee by giving Lessor's Director of Aviation
written notice sixty (60) days prior to the end of the then
current term and by negotiating a mutually acceptable rental rate
during such sixty (60) day period for such five year extension.
The new rental rate will be based on comparable rates then
prevailing for similar ground and buildings at comparable
airports located in the Southwestern United States (Texas,
Oklahoma, New Mexico, Louisiana and Arkansas) without
consideration of leasehold improvements added by Lessee. Should
Lessee fail to exercise any of its options to extend this Lease,
Lessee shall no longer have an option to extend this Lease for
subsequent five (5) year terms and this Lease shall thereupon
terminate, provided, however, that Lessee may extend this Lease
on either Parcel A, Parcel B, or both and if this Lease is
extended on one parcel only, Lessee's options to extend this
Lease will be extinguished only upon the parcel upon which Lessee
did not exercise its option to extend.
(c) The parties acknowledge that Parcel A is subject to a lease dated
December 14, 1977 between Lessor and ONE AVIATION PLACE, INC., a
Texas corporation, whose principal offices are located at ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (called "One Aviation"),
which lease One Aviation has applied to the Lessor for
modification to exclude such Parcel A. In consideration of the
relinquishment of One Aviation's rights to Parcel A, Lessor
agrees that in the event of the cancellation or termination of
this Lease for reason of default by either party or in the event
Lessee shall fail to exercise any extension option on either
Parcel, One Aviation, or its successors or assigns, shall have
the first right, but not the obligation, to cure any default of
Lessee or exercise such extension upon Parcel A, Parcel B, or
both thereby assuming the obligations of Lessee under this Lease.
One Aviation will have fifteen (15) days after receipt of notice
from Lessor in which to exercise this first right. If One
Aviation succeeds to Lessee's interest, Lessee shall be fully
released from further liability hereunder, notwithstanding
provisions to the contrary herein.
2. RENTAL
(a) Subject to reduction pursuant to 2(c) below, the rental for each
full year of this Lease during the primary term shall be
$79,900.68 (calculated pursuant to 2(b) below) payable in equal
monthly installments of $6,658.39. However, no rental shall be
due from Lessee for either Parcel A or B until Lessor's Director
of Aviation has determined that Lessee is beneficially occupying
such Parcel and Lessee is advised accordingly in writing.
By the first day of each month, Lessor shall forward to Lessee a
written invoice covering such monthly period, which invoice shall
be due and payable within ten (10) days after receipt thereof.
Payments of such rent shall be made to the City of Dallas,
Department of Aviation, Love ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇.
(b) The amount of rent, as set forth in (a) of this Section, is based
on the following rates and computations:
Type of Annual Charge Total Per
Space Square Feet Per Square Foot Year
------- ----------- --------------- ----------
Hangar Building 35,475 $1.00 $35,475.00
Cargo Bldg. Space 10,500 $0.90 $ 9,450.00
Unimproved Land
(aggregate of
Parcels A and B) 349,756.772 $0.10 $34,975.68
----------
TOTAL $79,900.68
(c) Notwithstanding the foregoing, when the Cargo Building is removed
by Lessee, the rental rate for the approximately 10,500 square
feet of land occupied by the space of such building shall be
reduced from $0.90 per square foot to $0.10 per square foot and
the annual rental and monthly installments for the premises and
the facilities shall be reduced accordingly beginning as of the
first day of the month following removal of such building.
3. USE OF PREMISES
Lessee shall have the right to use the premises and facilities for
fixed base operations, as follows:
(a) Maintenance and operation of a hangar, quarters, facilities and
equipment required by Lessee in connection with the conduct of
its general aviation business, including air cargo, air mail and
air express, the receipt, distribution, manifesting, billing and
storage of air cargo, air mail and air express and activities
necessary or convenient in connection with the handling thereof,
and operations, administrative and other offices. If Lessee
commences the sale of aviation fuel at retail at Dallas Love
Field, it shall prepare and submit reports indicating fuel flow
fees and amounts for landing fees, on such forms and at such
reasonable intervals as directed by Lessor's Director of
Aviation.
(b) Parking, storage, loading, unloading and routine repairing,
conditioning, sale and maintenance of aircraft and other
equipment used in the operation of private, executive, charter or
any other type of flight, the servicing of aircraft and other
equipment, by truck or otherwise, with any fuel, or propellant,
oil, greases, lubricants, or other supplies, and operation of a
flight school.
(c) Storage, maintenance and servicing of ramp equipment and any
other equipment, materials and supplies.
(d) Operation of employee facilities, including parking for
automobiles and equipment and the operation of facilities to
provide meals for its employees and guests.
(e) Constructing, erecting or otherwise obtaining additional
buildings and facilities on the premises, at Lessee's sole cost
and expense, subject to the prior written approval of Lessor's
Director of Aviation, and upon such terms and conditions as may
be set out in such approval. Such additional improvements shall
become the property of Lessor when placed on the premises, unless
either the Lessor grants to Lessee the right of removal in
conjunction with its approval of plans for the same or Lessee
terminates this Lease pursuant to Section II.13. Lessor agrees
that no other rental for the premises and facilities, as
hereinbefore set forth, will be charged Lessee in respect to its
providing such other services and facilities for itself.
(f) Carrying on of any and all other operations and activities
reasonably necessary or convenient to the conduct by Lessee of
fixed base operations for general aviation purposes.
4. MAINTENANCE AND REPAIR OF PREMISES
While this Lease is in effect, the respective obligations of the
parties for maintaining and repairing the premises shall be as
follows:
(a) Lessee shall keep the premises and facilities in a clean and
orderly condition. When Lessor calls Lessee's attention to
deficiencies in this regard, Lessee shall promptly undertake
corrective action.
(b) Lessee shall be responsible for maintenance and repair of the
existing facilities and any additional ones constructed or
installed by Lessee, including interior and exterior of buildings
and the heating and air-conditioning systems therein, except that
Lessee shall not be responsible for any damage due to ordinary
wear, tear, deterioration, Lessor's acts, damage by war or damage
due to nuclear hazards.
(c) Any damage, excessive wear, tear or deterioration caused by
Lessor shall be repaired by Lessor at its cost within a
reasonable time following the occurrence thereof and if Lessor
does not make the necessary repairs or is not proceeding, in good
faith, to do so after being notified in writing by Lessee of any
such damage, Lessee may have such repairs made and may deduct the
reasonable cost thereof from any rental payable to Lessor.
5. UTILITIES
Lessee shall be responsible for payment of the cost of all utility
services used by Lessee upon the leased premises and shall make the
deposits required in that connection where necessary.
6. INSPECTION
Lessor may enter the leased premises during business hours for any
purpose connected either with the performance of its obligations
hereunder, in the exercise of its governmental functions or to
determine the condition of the leased premises from the standpoint of
safety.
7. ACCESS TO PREMISES
Lessee shall have full and unrestricted access to and egress from the
leased premises. In a manner consistent with Lessee's operation of its
facilities, this privilege extends to Lessee's employees, customers,
guests, and invitees as well as to Lessee's suppliers of materials and
furnishers of service, its or their equipment, vehicles, machinery and
other property.
8. TAXES
Lessee shall be responsible for the payment of all taxes on any
equipment, inventory, and movable fixtures and furniture that Lessee
places on the leased premises.
9. INSURANCE
During the primary term of this Lease or any extension hereof, Lessee
shall comply with the following insurance requirements:
(a) Lessee shall procure and maintain fire and extended coverage
insurance on the facilities located on the leased premises, in an
amount to be agreed upon between Lessee and Lessor's Director of
Aviation, but in no event shall the amount of coverage on the
existing facilities (excluding the Cargo Building when removed)
be more than the reasonable cost to replace them in the same
condition as that on the date of execution hereof.
(b) Lessee shall maintain liability insurance in the minimum amounts
of $100,000 for each person; $1,000,000 for each accident and
$1,000,000 for property damage.
(c) Not later than the date of Lessee's occupancy hereunder, Lessee
shall provide Lessor with appropriate certificates of the
required insurance, with a company or companies acceptable to
Lessor, evidencing the coverage that is in effect and all
policies of such insurance shall name Lessor as co-insured, as
its interest may appear. Each policy shall provide that Lessor
shall be given fifteen (15) days prior written notice of
cancellation of material alteration of the insurance covered by
such policy. According to Sections 1 and 2 of Chapter XXIII of
Lessor's Charter, any person who may have a claim against Lessor
must file a written notice thereof with the City Secretary within
six (6) months after the injury or damage occurs, which
requirement cannot be waived by Lessee's insurance carrier or by
any of Lessor's officials or employees.
(d) Any sublessee of the leased premises or of any part thereof shall
be required by Lessee to maintain similar fire and extended
coverage and liability insurance during the term of the sublease.
10. LIENS
(a) Lessee shall cause to be removed any and all liens of any nature
arising out of construction performed by it or any of its
contractors or subcontractors on the leased premises or arising
out of the performance of any work or labor by it or them, or the
furnishing of any material to it or them for use in making
improvements on said leased premises.
(b) In addition to the statutory landlord's lien, Lessor shall have
at all times a valid contractual lien for all rent and any other
sums of money becoming due hereunder from Lessee, upon all
equipment, fixtures, furniture, and other personal property of
Lessee (excluding motor vehicles or aircraft) situated in or upon
the leased premises, subject only to the rights of holders of
vendor's and/or initial mortgage liens thereon, with respect to
which Lessee, upon request, shall furnish Lessor evidence as to
what property is so encumbered. If there are rent arrearages, no
property of Lessee not so subject to rights of prior lienholders
shall be removed by Lessee from the leased premises without the
consent of Lessor's Director of Aviation or his successor in
function until such arrearages in rent as well as any and all
other sums of money then due Lessor hereunder shall first have
been paid and discharged.
(c) Upon the occurrence of any of default (as hereafter specified) by
Lessee, Lessor may, in addition to any other remedies provided
herein or by law, enter upon the leased premises and take
possession of any and all equipment, fixtures, furniture and
other personal property of Lessee situated on the premises, not
subject to rights of prior lienholders and without liability for
trespass or conversion, sell the same with or without notice at
public or private sale, with or without having such property at
the sale, at which Lessor or its assignees may purchase the
property and apply the proceeds therefrom, less any and all
expenses connected with the taking of possession and sale of the
property, as a credit against any sums due by Lessee to Lessor.
Any surplus shall be paid to Lessee and Lessee agrees to pay any
deficiency forthwith.
(d) Lessee shall not place on the leased premises any furniture,
fixtures, equipment or improvements which would be subject to a
lien of higher or equal dignity that Lessor's landlord's lien,
with the exception of vendor's liens and/or initial mortgage
liens.
11. TERMINATION BY LESSOR
Lessor reserves the right to terminate this Lease before the end of
the primary or any extended term hereof if any of the following acts
of default should occur:
(a) Lessee shall fail to make any payment due Lessor under this Lease
on the date that same is due and such failure shall continue for
a period of ten (10) days after receipt of written notice from
Lessor advising of such failure. Such notice, if the failure
remains uncorrected, shall be sufficient notice of termination of
this Lease by Lessor.
(b) Lessee shall fail to comply with any term, condition or covenant
of this Lease, other than one requiring payment to be made when
due, and shall not have cured such failure within thirty (30)
days after receipt of written notice from Lessor, or if such
failure cannot reasonably be cured within the said thirty (30)
day period and Lessee shall not have commenced to cure such
failure within said thirty (30) days and shall not thereafter,
with reasonable diligence and good faith, proceed to cure such
failure.
(c) Lessee either shall become insolvent, shall make a transfer in
fraud of creditors, shall make an assignment for the benefit of
creditors, or shall have appointed a receiver or trustee for all
or on substantially all of the assets of Lessee.
(d) Lessee shall file a voluntary petition under any section or
chapter of the National Bankruptcy Act, as amended, or under any
similar law or statute of the United States or any State thereof;
or an involuntary petition in bankruptcy is filed against Lessee
and is not dismissed within sixty (60) days after such filing.
(e) The management and/or ownership of Lessee should substantially
change to such an extent as to result in unsatisfactory
performance under this Lease.
Should Lessor exercise its right in this Section, One Aviation shall
be so notified.
12. REMEDIES
Upon the occurrence of any one of the acts of default giving Lessor
the right to terminate this Lease, Lessor shall have the option to
pursue the following remedy without any notice or demand other than as
required in Section II.11 above. To terminate this Lease, in which
event Lessee shall immediately surrender the leased premises to
Lessor, and if Lessee fails so to do, Lessor may, without prejudice to
any other remedy which it may have for possession or arrearages in
rent, enter upon and take possession of the leased premises and expel
or remove Lessee and any other person who may be occupying said
premises or any part thereof, by force if necessary, without being
liable to Lessee for prosecution or any claim for damages therefor.
Lessor's pursuit of the foregoing remedy shall not preclude pursuit of
any of the other remedies herein provided or any other remedies
provided by law, nor shall pursuit of any remedy herein provided
constitute a forfeiture or waiver of any rent due Lessor or of any
damages accruing to Lessor by reason of the violation of any of the
terms, conditions and convenants herein contained. If legal action is
required to enforce any of such remedies, Lessor shall also be
entitled to reasonable attorney's fees.
13. TERMINATION BY LESSEE
Before the end of either the primary term or any extension hereof,
Lessee may terminate this Lease and any or all of its obligations
hereunder at any time that Lessee is not in default in the payment of
any amount due Lessor, by giving Lessor sixty (60) days written notice
upon or after the happening of any one of the following events:
(a) The issuance by any court of competent jurisdiction of any order
preventing or restraining the use of Love Field Airport for the
purposes intended, the same apparently to remain in force and
effect for a period of ninety (90) consecutive days or more. For
that period of time that such order so preventing or restraining
the use of Love Field is in effect prior to Lessee's termination
of this Lease, the rental required of Lessee shall be abated.
(b) The assumption by the United States Government or any agency or
instrumentality thereof of the operation, control or use of Love
Field for National defense in such a manner as to preclude
Lessee, for a period of ninety (90) consecutive days or more,
from using such airport in the conduct of its business. Lessor
shall not be liable to Lessee if the latter is so dispossessed,
but for any time that such takes place prior to Lessee's
termination of this Lease, the rental required of Lessee shall be
abated.
(c) A material default on the part of the Lessor to meet and observe
any of the covenants herein contained, if such default has
continued for a period of sixty (60) days or more after written
notice to Lessor by Lessee, unless Lessor has begun, and is
continuing, in good faith, to remedy the default in such
interval. The rental required of Lessee shall ▇▇▇▇▇ during the
entire period when Lessor has committed such material default and
if legal action is required to remedy such default, Lessee shall
be entitled to reasonable attorney's fees in addition to any
judgment, order, or award entered for Lessee.
(d) In the event the premises, existing facilities or Lessee's
leasehold improvements, or any part thereof, are rendered wholly
or partially untenantable for reasons other than obsolescence,
acts or omissions of Lessee, its officers, employees, agents,
guests, patrons, invitees, suppliers of materials or furnishers
of services, and such remain untenantable for a period of sixty
(60) consecutive days or more. The rental required of Lessee
shall ▇▇▇▇▇ during the entire period of untenantablity.
(e) This Lease may, at Lessee's option, be terminated upon either
Parcel A, B or both, at any time prior to June 1, 1978, without
future liability, if at any time prior to the date of termination
it appears to Lessee that either the Jetrail owned by ▇▇▇▇▇▇▇
AIRWAYS, INCORPORATED on Parcel B has not been or will not
shortly be removed, Lessor has not approved plans for the
construction of Lessee's facility on Parcel B, or any
representation of Lessor herein is other than as stated.
14. NO WAIVER OF RIGHT TO DECLARE FORFEITURE
Any failure or neglect of the Lessor or Lessee at any time to declare
a forfeiture of this Lease for any breach or default whatsoever
hereunder shall not be taken or considered as a waiver of it rights
thereafter to declare a forfeiture for a like or other succeeding
breach or default.
15. LESSEE'S RIGHT TO REMOVE PROPERTY
Lessee shall be entitled, during the primary term of this Lease and
any extension thereof, and upon the termination of this Lease, to
remove from the leased premises, or any part thereof, all trade
fixtures, tools, machinery, equipment, portable buildings, materials
and supplies placed thereon by it; subject, however, to any valid ▇▇▇▇
▇▇▇▇▇▇ may have thereon for unpaid rent or other amounts, payable to
Lessor by Lessee, provided that Lessee shall repair all damage
resulting from such removal. Lessor will allow Lessee forty-five (45)
consecutive days after the termination date thereof for such removal
unless additional time is mutually agreed upon.
16. SURRENDER OF PREMISES
Lessee covenants and agrees to yield and deliver peaceably to Lessor
possession of the leased premises on the date of cessation of the
letting, whether such be by termination, expiration or otherwise,
promptly and in as good condition as at the commencement of the
letting, except for damage or destruction caused by ordinary wear,
tear, deterioration, Lessor's acts, damage by war, and damage due to
nuclear hazards, and further excepting structures removed pursuant to
the provisions herein or with Lessor's consent.
17. INDEMNIFICATION
(a) Lessee shall use due care and diligence in its conduct of
activities and operations on the leased premises. Furthermore,
Lessee shall defend and save harmless the Lessor and all of its
officers, agents, and employees from all suits, actions, or
claims of any character, name, or description brought for or on
account of any injury, death or damage received or sustained by
any person or property as a result of Lessee's conduct of any
activity or operation on or in connection with the leased
premises. Finally, the Lessee shall pay any judgments, together
with costs, which may be obtained against the Lessor or any of
its officers, agents, or employees as a result of such suits,
actions, or claims for injury or damage.
(b) Lessor shall give Lessee prompt notice of any matter covered by
Subsection (a) above and shall forward to Lessee every demand,
notice, summons, or process received in any claim or legal
proceeding covered by Subsection (a) above and cooperate as
required by Lessee in the defense of such matter.
(c) Lessee shall not be obligated to indemnify, defend, or save
harmless Lessor or any of its officers, agents, or employees when
the injury or death to a person or damage to property is caused
by the negligence or willful misconduct of Lessor, its officers,
agents, or employees and Lessor shall indemnify, defend and hold
harmless Lessee, its directors, officers, employees and agents
from and against any such injury or death or damage.
(d) The provisions of this Section which apply to Lessee shall also
apply to any party holding by, through, or under Lessee.
18. ASSIGNMENT AND SUBLEASE
(a) Lessee shall not assign this Lease in whole or in part, nor
sublease all or any part of the leased premises, without the
prior written approval of Lessor, acting through its Director of
Aviation, which approval shall not be unreasonably withheld.
(Such restrictions shall not apply if the assignee of sublessee
is a subsidiary, affiliated or successor corporation of Lessee.)
(b) In the event that Lessee subleases all or any part of the leased
premises, having obtained Lessor's approval, Lessee shall remain
fully obligated for payment of rent, which shall continue to be
billed to Lessee, and for the performance of the other convenants
herein made by Lessee. Likewise, with respect to any assignment
of this Lease (other than to an affiliated, subsidiary or
successor corporation), Lessee's obligations shall continue in
effect unless Lessor, by resolution of its City Council, approves
the assignment and authorizes Lessee's release.
(c) Lessor shall not transfer or assign this Lease without the prior
written approval of Lessee, except to a political subdivision of
the State of Texas, and then only if such political subdivision
assumes the obligations of Lessor hereunder.
19. RIGHT OF FIRST REFUSAL
Lessor hereby grants to Lessee a right of first refusal to lease all
or any part of the real estate and any improvements thereon (called
Parcels "C", "D" and "E"), constituting approximately 129,565 square
feet within the boundaries of Love Field in the City and County of
Dallas, State of Texas which is more particularly described on EXHIBIT
C which is attached hereto and made a part hereof for all purposes.
Should Lessor locate a third party desirous of leasing all or any part
of Parcels C, D or E, Lessor shall first offer to lease such property
to Lessee at the same rental rate and for the same lease term as
offered by the third party. Lessee shall have ten (10) days after
receipt of written notice from Lessor advising of such third party
offer in which to exercise its rights to lease the premises. If Lessee
leases the premises, the provisions of this Lease shall be applicable
except for the rental and the term of such leasing.
Upon Lessee's failure to exercise this right to lease the property,
Lessor may lease it to such third party at the same rental rate and
for the same lease term offered to Lessee. This right of first refusal
shall never be extinguished by Lessee's failure to exercise it at any
time. During the initial term or any extension of this Lease, provided
that Lessee is not in default of any provision hereof, Lessee's right
of first refusal as to Parcels C, D or E shall be renewed after each
vacation of the property by a third party and be extended by Lessor to
Lessee prior to Lessor's entry into each future lease upon such
property with any third party.
20. NONDISCRIMINATION
Lessor and Lessee hereby convenant and agree, as a condition of this
Lease, that they will take all necessary action to insure that, in
connection with any work or activities conducted under this Lease,
neither they, their agents and employees, nor any of their
consultants, their agents and employees, will directly or through
contractual or other arrangements, on the grounds of race, color,
religion, national origin or sex, discriminate in the treatment or
employment of any individual or groups of individuals.
21. SIGNS
(a) All exterior signs shall comply with the pertinent City
ordinances, and also shall be approved by Lessor's Director of
Aviation. Unless otherwise specifically authorized, they shall
conform in general appearance to the existing signs displayed at
Love Field.
(b) Directional entrance and exit signs erected by Lessee shall not
exceed 18 inches in width and 36 inches in length. Except where
Lessor's Director of Aviation has given his prior written
consent, any other sign erected by Lessee shall not exceed 5 feet
in width and 8 feet in length.
(c) Upon the expiration or termination of this Lease, Lessee shall
remove, obliterate or paint out, as required by Lessor's Director
of Aviation, any and all signs and advertising on the leased
premises if pertaining to Lessee, and in this regard, Lessee
shall restore the premises to the same condition as prior to the
placement thereon of any signs or advertising. In the event that
Lessee fails to remove, obliterate or paint out each and every
sign or advertisement of Lessee, Lessor's Director of Aviation
may, at his option, have the necessary work performed at the
expense of Lessee and the charge therefor shall be paid by Lessee
to Lessor upon demand.
22. GOVERNMENTAL REQUIREMENTS - RULES AND REGULATIONS
(a) Lessee agrees to obtain, from all governmental authorities having
jurisdiction, all licenses, certificates and permits necessary
for the conduct of its operations and to keep them current.
(b) In operating the leased premises, Lessee agrees to comply with
the applicable lawful provisions of Federal and State laws and
Ordinances of the City of Dallas.
(c) Lessor has established, and may, from time to time, establish,
rules and regulations pertaining to Love Field. Lessee covenants
to observe all such lawful rules and regulations. If such rules
or regulations contravene any provision of this Lease or
interfere or prevent Lessee's enjoyment and use of the leased
premises, Lessee may, at its option, terminate this Lease.
23. VENUE
Venue of any action brought under this Lease shall be in Dallas
County, Texas, exclusively.
24. SUCCESSORS AND ASSIGNS
Subject to the limitations upon assignment herein contained, this
Lease shall be binding upon and inure to the benefit of the parties
hereto, their respective successors and assigns.
25. NOTICES
Notices hereunder shall be sufficient if sent by certified or
registered mail, postage fully prepaid, to:
City of Dallas
ATTN: Director of Aviation
Terminal Building
Dallas Love Field
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
K-C Aviation Inc.
Outagamie Airport
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
One Aviation Place, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
or to such other respective addresses as the parties may from time to
time designate to each other in writing.
26. HEADINGS
The headings herein are for convenience in reference and are not
intended to define or limit the scope of any provisions of this Lease.
27. COUNTERPARTS
This Lease may be executed in any number of counterparts, each of
which shall be an original.
EXECUTED this 25th day of January, 1978, by the CITY OF DALLAS, Lessor,
acting by and through its City Manager in the manner required by the City
Charter, being duly authorized by Resolution No. 78-0243 passed by the City
Council on the 25th day of January, 1978; and by K-C AVIATION INC., Lessee,
acting through its duly authorized officers.
LESSOR
------
ATTEST: CITY OF DALLAS
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, City Manager
/s/ [Illegible] By /s/ [Illegible]
------------------------------- -------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, City Secretary Assistant City Manager
COUNTERSIGNED: APPROVED AS TO FORM:
▇▇▇ ▇. ▇▇▇▇, City Attorney
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------- ------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
City Controller Assistant City Attorney
LESSEE
------
ATTEST: K-C AVIATION INC.
By /s/ [Illegible] By /s/ [Illegible]
----------------------------- -----------------------------
Secretary President
AGREEMENT AMENDING LEASE
STATE OF TEXAS
COUNTY OF DALLAS
The AGREEMENT, dated October 28, 1981, between the CITY OF DALLAS, a
municipal corporation (herein called "CITY" acting herein by and through
its City Manager and K-C AVIATION, INC., a Delaware Corporation (herein
called "LESSEE"), acting herein and through its duly authorized officer.
W I T N E S S E T H :
WHEREAS, by Lease dated January 25, 1978, CITY leased to LESSEE
certain premises within the boundaries of Dallas Love Field in the City and
County of Dallas, State of Texas, together with certain improvements
thereon; and
WHEREAS, Lessee has exercised certain rights-of-first-refusal-to-lease
under terms of the Lease on Parcels "C" and "E" as identified in the Lease;
and
NOW, THEREFORE, CITY and LESSEE hereby agree as follows:
1.
The description of the leased premises appearing in Article 1 of the
Lease is hereby amended to read as follows by adding:
PARCEL "C"
Beginning at a point in the most southeasterly corner of
Parcel "B" of the Lease;
Thence, S. 44(degree) 53' 32" E. along the westerly side of
Airfreight Lane ( now known as Aviation Place) a distance of
303.42 feet to a point for corner;
Thence, S. 45(degree) 06' 30(degree) W. a distance of 117.77
feet to a point for corner;
Thence, N. 44(degree) 48' 56" W. a distance of 290.45 feet
to an angle point;
Thence, N. 45(degree) 10' E. along the southeast line of
said Parcel "B" a distance of 117.39 feet to the place of
beginning and containing approximately 36,390 sq. ft. of
land and identified as Parcel "C".
PARCEL "E"
Beginning at a point in the most Northeasterly corner of
Parcel "B" of the Lease;
Thence S. 45(degree) 10' 0" W. 48.61 feet to a point for
corner;
Thence N. 44(degree) 50' W. along the Southwesterly line of
Airfreight Lane (now closed) a distance of 350 feet more or
less to a fence corner;
Thence Southerly along the Easterly line of Aviation Place a
distance of 360 feet more or less to a point for corner;
Thence N. 45(degree) 10' E a distance of 230 feet more or
less to a point for closure and containing 35,143 square
feet of land, more or less, and identified as Parcel "E".
2.
Effective on and after October 1, 1981, Article 2 of the lease to read
and provide as follows:
(a) The monthly rental effective October 1, 1981 during the primary
term of the lease shall be $7,508.29 based upon the following calculations:
ANNUAL CHARGE PER
TYPE OF SPACE SQUARE FEET SQUARE FOOT TOTAL PER YEAR
------------- ----------- ----------- --------------
Hangar Bldg. 35,475 $1.00 $ 35,475.00
Parcel A 113,197.47 $0.10 $ 11,319.75
Parcel B 247,059 $0.10 $ 24,705.90
Parcel C 36,390 $0.26 $ 9,461.40
Parcel E 35,143 $0.26 $ 9,137.18
-----------
$ 90,099.45
($90,099.45 / 12 months = $7,508.29 per month)
(b) Every three (3) years beginning October 1, 1984, the monthly
rental on Parcel C (36,390 SF) and Parcel E (35,143 SF) shall be adjusted
to the then prevailing rental rate for improved ramp or parking area, which
is determined annually by the Aviation Department, for similar premises at
Dallas Love Field with a maximum increase of 4% per year in the rental
rate.
By the first day of each month, Lessor shall forward to Lessee written
invoice covering such monthly period, which invoice shall be due and
payable within ten (10) days after receipt thereof. Payment of such rent
shall be made to the City of Dallas, Department of Aviation, Love Field
Terminal Building, Dallas, Texas.
In consideration for the improvements to the Love Field Airport to be
undertaken by the City of Dallas with the assistance of Federal funds to be
provided to the City subject to certain assurances being made by Lessees
doing business at the airport, both;
(a) The Lessor and Lessee hereby covenant and agree, as a condition of
this lease amendment that they will take all necessary action to insure
that, in connection with any work or activities conducted under the lease,
neither they, their agents and employees, nor their consultants, their
agents and employees, will directly or through contractual or other
arrangements, on the ground of race, color, religion, national origin, or
sex, discriminate in the treatment or employment of any individual or
groups of individuals. Lessee assures that it will undertake an affirmative
action program as required by 14 CFR Part 152, Subpart E, to insure that no
person shall on the grounds of race, creed, color, national origin, or sex
be excluded from participating in any employment activities covered in 14
CFR Part 152, Subpart E. The Lessee assures that no person shall be
excluded on these grounds from participating in any employment activities
covered in 14 CFR Part 152, Subpart E. The Lessee assures that no person
shall be excluded on these grounds from participating in or receiving the
services or benefits of any program or activity covered by this subpart.
The Lessee assures that it will require that its covered suborganizations
provide assurances to the Lessee that they similarly will undertake
affirmative action programs and that they will require assurances from
their suborganizations, as required by 14 CFR Part 152, Subpart E, to the
same effect. Lessee agrees to comply with any affirmative action plan or
steps for equal employment opportunity required by 14 CFR Part 152, Subpart
E, as part of the affirmative action program, or by any Federal, State, or
local agency or court, including those resulting from a conciliation
agreement, a consent decree, court order, or similar mechanism. The Lessee
agrees to obtain similar assurances from its covered suborganizations, as
required by 14 CFR Part 152, Subpart E.
(b) Lessee assures that no person shall be excluded from participation
in, denied the benefits of, or otherwise discriminated against in
connection with the conduct or performance of Lessee's activities at Love
Field on the grounds of race, color, national origin, or sex.
(c) Both parties acknowledge that they have received and have or will
read the applicable Federal Regulations, 14 CFR Part 152, Subpart E, and 49
CFR Part 23.
(d) The Lessee, for itself, its personal representatives, successors
in interest, and assigns, as a part of the consideration hereof, does
hereby covenant and agree, as a covenant running with the land, that in the
event facilities are constructed, maintained, or otherwise operated on the
Leased 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, the Lessee shall maintain and
operate such facilities and services in compliance with all other
requirements imposed pursuant to Title 49, Code of Federal Regulations,
Department of Transportation, Subtitle A, Office of the Secretary, Part 21,
Nondiscrimination in Federally-assisted programs of the Department of
Transportation-Effectuation of Title VI of the Civil Rights Act of 1964 and
as said Regulations may be amended.
(e) The Lessee for itself, its personal representatives, successors in
interest, and assigns, as part of the consideration hereof, does hereby
covenant running with the land, that (1) no person on the grounds of race,
color, religion, or national origin shall be excluded from participation
in, denied the benefits of, or be otherwise subjected to discrimination in
the use of said facilities, (2) 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, or national origin shall
be excluded from participation in, denied the benefits of, or otherwise be
subjected to discrimination, and (3) that the Lessee shall use the Leased
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 31, Nondiscrimination in
Federal-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.
(f) That in the event of breach of any of the above nondiscrimination
covenants, Lessor shall have the right to terminate this Agreement and to
reenter and repossess the Leased Premises and the facilities thereon, and
hold the same as if the Lease Agreement had never been made or issued.
Except as hereby supplemented and amended, the provisions contained in
the Lease dated January 25, 1978 and all previous supplements and
amendments thereto shall continue in full force and effect and this
Amendment, along with the original Lease dated January 25, 1978 and all
previous supplements and amendments thereto, shall hereinafter be
considered a single agreement.
This AGREEEMENT shall bind and insure to the benefit of City's
successors and assigns, and Lessee's successors and assigns.
IN WITNESS WHEREOF, this Agreement is executed as of the date first
herein written.
ATTEST: LESSOR:
CITY OF DALLAS
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, City Manager
/s/ [illegible] By: /s/ [illegible]
--------------------------------- --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, City Secretary Assistant City Manager
COUNTERSIGNED: APPROVED AS TO FORM: Submitted to
City Attorney
▇▇▇ ▇. ▇▇▇▇, City Attorney
/s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------- --------------------------------
▇▇▇▇ ▇. ▇▇▇▇, City Controller Assistant City Attorney
ATTEST: LESSOR:
K-C AVIATION, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ --------------------------------
Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
SECOND AMENDMENT TO LEASE OF
LAND AND FACILITIES AT
DALLAS LOVE FIELD
This Second Amendment to Lease of Land and Facilities at Dallas Love
Field ("Second Amendment") dated June 1, 1989, between the City of Dallas,
a municipal corporation, (hereinafter referred to as "Lessor"), acting
herein by and through its City Manager, and K-C Aviation, Inc., a Delaware
Corporation, (hereinafter referred to as "Lessee"), acting herein by and
through its duly authorized officer.
W I T N E S S E T H
WHEREAS, by Lease executed January 25, 1978 (the "Lease"), Lessor
leased to Lessee certain premises within the boundaries of Dallas Love
Field, together with certain improvements thereon; and
WHEREAS, the initial term of the Lease expired on January 31, 1988 and
Lessee exercised its first option to extend the Lease for an additional
five-year period with new rental rates which became effective on February
1, 1988; and
WHEREAS, Lessee has pursuant to the Agreement Amending Lease dated
October 28, 1981 ("Amendment to Lease"), leased Parcels "C" and "E" as
described in the Lease and Amendment to Lease; and
WHEREAS, Lessee now wishes to lease Parcel "D" as described in the
Lease and Amendment to Lease; and
WHEREAS, Lessee has agreed to release Parcel "E" to accommodate
construction of a new hangar facility for Lessee's use on certain adjacent
property leased by Dalfort Corporation ("Dalfort"), and to that end, Lessee
and Dalfort have executed a sublease which includes Parcel "E" as well as
other tracts; and
WHEREAS, it appears in the best interests of both Lessor and Lessee to
further amend the Lease, as amended, including changes to the rental rate;
Now, therefore, Lessor and Lessee hereby agree to the following:
1.
Lessee hereby releases and relinquishes and Lessor accepts Parcel E, more
particularly described on Exhibit A and depicted on Exhibit B of this
Second Amendment, both Exhibits A and B are attached hereto and made a part
hereof. The indemnities set forth in the Lease and Amendment to Lease, as
applied to Parcel "E", shall continue in full force and effect as to all
incidents, events, or occasions arising or occurring with respect to the
time period such parcel was leased by Lessee.
2.
Lessor hereby leases, lets and demises to Lessee Parcel D more particularly
described on Exhibit C and depicted on Exhibit D of this Second Amendment,
which Exhibits C and D are attached hereto and made a part hereof.
3.
Section I of the Lease is hereby amended as follows:
a. Parcel "E" is hereby deleted, together with the description and
depiction as set forth in the pertinent attached Exhibits.
b. Parcel "D" is hereby added, together with the description and
depiction as set forth in the pertinent attached Exhibit.
4.
Section II of the Lease is hereby amended to read as follows:
a. Effective with this Second Amendment the monthly rental will be
based upon the following calculations:
ANNUAL RENTAL RATE TOTAL
PER ANNUAL
TYPE OF SPACE SQUARE FEET SQUARE FOOT RENTAL
----------------- --------------- -------------------- ------------
Hangar Building 35,475.00 $2.00 $ 70,950.00
Ground Parcel "A" 123,697.47 $0.165 $ 20,410.09
Ground Parcel "B" 247,059.30 $0.165 $ 40,764.78
Ground Parcel "C" 36,390.00 $0.26 $ 9,461.40
Ground Parcel "D" 41,070.24 $0.26 $ 10,678.26
------------
$ 152,264.52
($152,264.52/12 months = $12,688.71 per month)
Lessor acknowledges receipt of the monthly rental for the Hangar
and Parcels "A", "B" and "C" and "E" from February 1, 1988
through the execution date of this Second Amendment.
b. Commencing February 1, 1991 and every three (3) years thereafter
for the duration of the Lease, the monthly rental for Parcel "C"
and Parcel "D" shall be adjusted to the then prevailing airport
rental rate for improved ramp or parking area at Dallas Love
Field, as appropriate, which airport rate is determined annually
by the Aviation Department; however, each adjustment in the
rental rate paid by Lessee shall increase such rental rate for
each parcel by no more than 12% of the rental rate for the
immediately preceding three-year period.
Escalation of the rental for the hangar containing 35,475 square
feet and Parcels "A" and "B" shall be determined in accordance
with the terms and conditions of the Lease.
5.
Section 17 of the Lease is hereby amended in its entirety and the following
provision is hereby substituted:
INDEMNITY
Lessee agreed to defend, indemnify and hold Lessor, its officers, agents,
and employees, harmless against any and all claims, lawsuits, judgments,
costs, and expenses for personal injury (including death), property damage
or other harm for which recovery of damages is sought that may arise out of
or be occasioned solely by Lessee's intentional or negligent breach of any
of the terms or provisions of this contract, or by any other negligent or
strictly liable act or omission of Lessee, its officers, agents, employees,
or subcontractors, in the performance of this contract; except that the
indemnity provided for in this paragraph shall not apply to any liability
resulting from the sole negligence of Lessor, its officers, agents, or
employees. In the event of joint and concurrent negligence of Lessee and
Lessor, responsibility, if any, shall be apportioned comparatively in
accordance with the law of the State of Texas, without waiving any
governmental immunity available to the Lessor under Texas Law and without
waiving any defenses of the parties under Texas Law. The provisions of this
paragraph are solely for the benefit of the parties hereto and not intended
to create or grant any rights, contractual or otherwise, to any other
person or entity.
It is further provided that Lessor shall give to Lessee prompt and
reasonable notice of any such claims or actions and Lessee shall have the
right to investigate, compromise, and defend same to the extent of its own
interest.
6.
Except as hereby supplemented and amended, the provisions contained in the
Lease and all supplements and amendments thereto shall continue in full
force and effect and this Second Amendment, along with the Lease and all
supplements and amendments thereto, shall hereinafter be considered a
single agreement.
The effective date of this Second Amendment is May 1, 1989
IN WITNESS WHEREOF, this Second Amendment is executed this _____ day
of _______________, 1989 by the City of Dallas, acting by and through its
City Manager in the manner required by the City Charter, being duly
authorized by Resolution No. 89-1113, passed by the City Council on April
12, 1989; and by K-C AVIATION, INC., acting through its hereunto duly
authorized officers, thereby binding itself, its successors, assigns and
representatives for the faithful and full performance of the terms and
provisions of this Second Amendment.
ATTEST: LESSOR:
CITY OF DALLAS
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, JR., City Manager
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ [Illegible]
--------------------------------- --------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, City Secretary Assistant City Manager
APPROVED AS TO FORM:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, City Attorney
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Assistant City Attorney
Submitted to City Attorney
ATTEST: LESSEE:
K-C AVIATION, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇, President
----------------------------- --------------------------------
Secretary Authorized Official (Title)
CITY OF DALLAS
December 9, 1997
▇▇▇▇▇▇ ▇▇▇▇▇▇
Executive Vice President, Operations
K-C Aviation
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Exercise of 5-year Option to Extend Lease
Parcels A & B
Dear ▇▇. ▇▇▇▇▇▇:
We are in receipt of your letter dated November 5, 1997 regarding rental
rates for the 5-year option period to extend the lease on Parcels A & B
beginning February 1, 1998.
The current prevailing rates for similar facilities at Dallas Love Field
are $0.26 per square foot per year for improved ground (ramp) and $2.24 per
square foot for hangar/shop space.
Enclosed is a copy of our most recent airport survey regarding ground
rental rates. Based on the average of the various rental rates, we believe
an increase to $0.26 per square foot for improved ground is fair and
equitable for the upcoming option period. Similarly, the current rate of
$2.24 per square foot is in line with the prevailing rate at the Airport.
The following outlines the proposed rental to be paid for the 5-year option
period beginning February 1, 1998:
PROPOSED RENTAL EFFECTIVE 2/1/98 THROUGH 1/31/03:
Annual Rental Monthly Rental
Hangar 35,475.00 SF @ $2.24/SF = $ 79,464.00 $ 6,822.00
Ground (A) 123,697.47 SF @ 0.26/SF = 32,161.34(ITALICS) 2,680.11(ITALICS)
Ground (B) 247,059.30 SF @ 0.26/SF = 64,235.41 5,352.95
Ground (C) 36,390.00 SF @ 0.26/SF = 9,461.40 788.45
Ground (D) 41,070.24 SF @ 0.26/SF = 10,678.26 889.85
------------ ------------
TOTAL $ 196,000.41 $ 16,333.36
INCREASE FROM CURRENT RENTAL
STRUCTURE: $ 22,245.40 $ 1,853.79
(Italics denotes change)
▇▇▇▇▇▇ ▇▇▇▇▇▇
December 9, 1997
Page 2
Unless we hear from you otherwise, we will implement the new rate on
February 1, 1998.
If you have any questions or need additional information, you may contact
▇▇▇▇▇ ▇▇▇▇▇, Real Estate Supervisor, at 214/670-6153
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Director of Aviation
cc: ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇