ORDER NU.~7532
RF'PF2UVRL Of- WRREFIUUSE LEASE RT RII',F'URT
Un 'bhis the 'End day of Rpril 2~~2, upon motion made by
Commissioner Williams, seconded by Commissioner Griffin, the
Coy-trt unanimously approved by a vote of 4-~-0, to a~-tthor-i<e
the resole-ttion regarding leasing the warehouse to Triad
Man~_tfactr-triny, Limited, far Tract 13 of the N,er•r•ville/F:err
County Rirpnrt and a~.tthori-~e County 1r-tdge to sign same.
CITY OF KERRVILLE, TEXAS
RESOLUTION NO. 0 4 0 -2002
COMMISSIONERS COURT OF KERR COUNTY, TEXAS
RESOLUTION NO.
JOINT RESOLUTION AUTHORIZING COMMERCIAL WAREHOUSE LEASE
AGREEMENT WITH TRIAD MANUFACTURING, LTD. FOR TRACT 19 AT
THE KERRVILLE/KERR COUNTY AIRPORT
WHEREAS, the governing bodies ofthe City of Kerrville, Texas ("City") and Kerr County,
Texas, ("County") joint owners of the Kemille/Kerr County Municipal Airport ("the Airport"),
desire to enter a commercial warehouse lease agreement with Triad Manufacturing, Ltd. for Tract 19
at the Airport; and
WHEREAS, the City Council of the City of Kerrville, Texas, and the Commissioners Court
of Kerr County, Texas, find it to be in the public interest to enter a commercial warehouse lease
agreement with Triad Manufacturing, Ltd.;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
KERRVILLE, KERR COUNTY, TEXAS:
That the Mayor and City Clerk, acting on behalf of the City of Kemille, Texas, and the
County Judge and County Clerk, acting on behalf of the County of Kerr, Texas, are hereby
authorized to execute and attest, as appropriate, a commercial warehouse lease agreement with Triad
Manufacturing. Lld., the provisions of which contract shall be substantially as set forth in Exhibit
"A", attached hereto and incorporated herein by reference.
PASSED AND APPROVED ON this the Z~day of C~.~ , ~ U , A.D., 2002.
P. Fine, Mayor
ATTEST:
Sheila L. Brand, City Clerk
APPROVED AS TO FORM:
/~
Kevin B. Laughlin, y Attorney
PASSED AND APPROVED BY /THE COMMISSIONERS COURT OF KERR COUNTY,
TEXAS, ON this the ~~ day of ~/-a-i ~; ~ , A.D., 2002.
ATTEST:
. =w' '+.
g \
y
Pieper, County Clerk
°i a
O., _,+°_
F:\LF.GAL\AI0.PORT\0.ES\COMMERCIAL WAREHOUSE LEASE~TRIAD.[NtNA~"1 Vp~]~
L. Henneke,
2
COMMERCIAL WAREHOUSE LEASE AGREEMENT
AMONG THE CITY OF KERRVILLE, TEXAS, THE COUNTY
OF KERR, TEXAS AND TRIAD MANUFACTURING, LTD.
THIS LEASE AGREEMENT, made this ~~ day of _~ 2002, by and among
the City of Kerrville, Texas, a home rule municipal corporation, eremafrer called "City", and the
County of Kerr, Texas, a political subdivision of the State of Texas, hereinafter called "County"
(City and County sometimes collectively being referred to as "Lessor"), and'friad Manufacturing,
Ltd. d/b/a BA Products, a Texas limited liability partnership, whose principal offices will be located
in Kerrville, Texas, hereinafter referred to as "Lessee."
RECITALS
WHEREAS, the Lessor owns and operates the Kerrville-Kerr County Airport, located in the
City of Kerrville, Texas, hereinafter referred to as "Airport", and;
WHEREAS, Lessee desires to lease certain Lessor-owned facilities and land at the Airport to
engage in the business of the manufacture, sales, service and distribution of feeders for the wildlife,
aquaculture, and agricultural industries; and
NOW, THEREFORE, for and in consideration of the covenants and conditions herein stated,
Lessor and Lessee agree as follows:
ARTICLE 1. GRANT OF LEASE
1.01 Leased Premises: Lessor agrees to lease to Lessee certain property owned by Lessor
located at 1994 Airport Loop Road, which location is within the Airport and is more particularly
described as Tract 19, as indicated on the Airport Leasing Plan, recorded at Volume 6, Page 331,
Plat Records of Kerr County, Texas, as well as the Lessor-owned buildings and improvements
located on said property, including all fixtures, apparatus, and equipment located therein; said
buildings and improvements and land hereinafer being referred to collectively as the "Leased
Premises."
1.02 Easements: This Agreement shall be subject to such easements, rights-of--way, drill
sites, or other rights or reservations affecting the Leased Premises which are of record or are clearly
visible as of the date of this Agreement, or which are shown on the Airport Leasing Plan, recorded at
Volume 6, Page 331, Plat Records of Kerr County.
1.03 Acceptance of Leased Premises: Subject to the requirements of Section 7.01, Lessee
accepts the buildings and improvements, including all fixtures, apparatus and equipment located
therein in the condition they are in at the commencement of the Lease Term, subject to all defects
therein whether known or unknown to the Lessor, and does hereby release and forever discharge the
Lessor from any and all damages of every kind and nature that may be in any way occasioned
thereby. Lessee hereby further agrees to indemnify, defend, and hold harmless City, County, and
their respective officers, employees, and agents, for any damages or injuries arising from any such
defects.
ARTICLE 2. TERM OF AGREEMENT
2.01 Lease Tenn: This Agreement shall commence at 12:0] a.m. on May 15, 2002, and
terminate at midnight on May 15, 2007, ("the Lease Term") unless terminated eazlier pursuant to the
provisions of this Agreement. Following the execution of this Agreement by all parties hereto, and
the Lessee's compliance with Article 8 below, including presentation ofthe appropriate Certificates
of Insurance to Lessor, Lessee shall have access to the Leased Premises for the purpose of repairing
and installing utilities, as delineated by Section 5.01 below.
2.02 Optional Extension of Lease Term: Lessee shall have the option of extending the Lease
Term far two (2) additional five (5) yeaz terms by providing to Lessor written notice of Lessee's
intent to exercise such lease extension option at least six (6) months prior to the expiration of the
current term.
2.03 Holdover of Lessee: If Lessee holds over or remains in possession of the Leased
Premises after the termination of this Agreement in the absence of a new lease agreement between
the Lessor and Lessee, such continuation beyond the date of termination, or the collection or
acceptance of rent, fees and/or other charges by the Lessor, shall not be construed as a renewal or
extension of this Agreement, but shall be construed solely as creating a tenancy at will and not f'or
any other term whatsoever. During the term of such tenancy at will, Lessee shall pay to Lessor the
fees and charges herein reserved, and Lessee shall be bound by and comply with all the relevant
provisions of this Agreement. In such case, the Lessor may terminate the tenancy at will by giving
Lessee thirty (30) days written notice thereof.
ARTICLE 3. RENT
3.01 Amount of Base Rent: Inconsideration for the improvements Lessee will make to the
property as specified in Section 5.01, below, Lessee agrees to pay Lessor a monthly rental rate in the
amount of $ I.00 for each of the first six (6) months of the Agreement. Thereafrer, Lessee agrees to
pay to Lessor rent for the Leased Premises in the amount of $1,500.00 per month ("the Base Rent")
commencing on November 15, 2002, with the first payment being due on such date. The Base Rent
shall be subject to adjustment as set forth in Section 3.02, below.
3.02 Adjustment of Rent During Lease Term Extensions: Following the expiration of the
first thirty-six (36) months of the initial lease term, the Base Rent for each additional yeaz of the
initial lease term and each year of any subsequent extension period of the Lease Term described in
Section 2.02 above, shall be increased in accordance with changes in the Consumer Price index for
Urban Wage Earners and Clerical Workers (CPI - W) (Dallas-Fort Worth) (the "Consumer Price
Index") as promulgated by the Bureau of Labor Statistics of the United States Department of Labor,
which consumer price index for March 2002, is 171.4 (the "Base Index") using the year 1984 as a
base of 100. The Base Rent to be paid during the term ofthis Agreement shall bear the same ratio
to the Consumer Price Index for the month of March preceding the date of the rent adjustment, as
$1500.00 bears to the Base Index. In no event, however, shall the Base Rent be less than $1,500.00
per month nor shall a year's Base Rent increase more than five percent (5%) from that of the
previous year. In the event that the Consumer Price Index ceases to incorporate a significant
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number of items, or if a substantial change is made in the method of establishing such Consumer
Price Index, then the Consumer Price Index shall be adjusted to the figure that would have resulted
had no change occurred in the manner of computing such Consumer Price Index. In the event that
such Consumer Price Index (or a successor or substitute index) is not available, a reliable
governmental or other nonpartisan publication, evaluating the information thereto for use in
determining the Consumer Price Index, shall be used in lieu of such Consumer Price Index.
3.03 Delivery of Rent: All payments required of Lessee by this Agreement shall be
delivered by mail, or in person, to the Office of the Director of Public Works, City of Kerrville,
Texas, 800 Junction Highway, Kerrville, Texas 78028, or to such other location as specified in
writing by the Lessor from time to time, no later than the fifreenth (15`h) day of each calendar month
of the Lease 'T'erm for which the payment is due, unless such due date falls on a Saturday, Sunday, or
legal holiday, in which case such rent shall be due on the first City business day following the date
such payment is due.
3.04 Delinquent Rent Payments: In the event that payments to the Lessor for rent or other
fees or charges are not received by the Lessor on or before the tenth day following the due date,
Lessee shall pay a late rental charge of Two Percent (2.0%) of the rent amount due for that month.
All rent and other payments which are past due more than thirty (30) days shall accrue simple
interest at the rate of eighteen percent (18.0%) annually or (b) the maximum percentage rate allowed
by law, whichever is less. Notwithstanding anything to the contrary in this Section 3.04, if at the
time performance of the provisions set forth in this Section 3.04 becomes due the interest to be paid
in accordance with this Section 3.04 exceeds the limits on the payment of interest established by law,
then the amount of interest to be paid shall be reduced to the maximum limit allowed by law;
furthermore, if, from any circumstances, Lessor should ever receive as interest an amount that would
exceed the highest lawful rate, the amount that would be excessive interest shall be applied to the
payment of rent owing pursuant to the provisions of this Lease Agreement and not to the payment of
interest.
3.05 Application of Amounts Received: Payments received shall be applied in the following
order: (1) interest accrued for late payments, (2) late rental charges, (3) past due rent, beginning with
the oldest amount due, (4) other past due amounts, (5) rent currently due, (6) other amounts currently
due.
3.06 Other Charges: Nothing herein shall be deemed to relieve Lessee and its tenants,
sublessees, patrons, invitees and others from Airport use charges, including automobile parking
permit fees for parking areas that are not included within the Leased Premises, or from security fees.
ARTICLE 4. USE OF LEASED PREMISES
4.01 Permitted Uses: Lessee shall be permitted to use the Leased Premises for the purpose of
conducting for-profit commercial activities consisting of any or all of the following and no others:
1. fhe manufacture, sales, service and distribution of feeders for the wildlife,
aquaculture, and agricultural industries.
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2. Storage of such equipment and apparatus as may be incidental and/or
necessary to Lessee's operations, including motor vehicles and trailers
operated and/or owned by Lessee; and
3. Such other uses as may be permitted in writing by the Lessor.
4.02 Prohibited Uses: Lessee agrees at all times to comply with the following:
1. Lessee shall at no time use, or permit the use of, the Leased Premises in a
manner that is contrary to applicable federal, state, or local laws, ordinances,
rules, or regulations, which shall include, but not be limited to, applicable
Federal Aviation Administration rules and regulations and applicable
regulations for the use of the Airport as may from time to time be
promulgated by the Lessor;
2. Lessee shall not permit any permanent, unshielded light or illumination
source to cause glare as viewed from any street, adjacent properties or
operating aircraft;
3. The storage of raw materials and finished products outside of the building for
any purposes. Upon written notice to Lessor, Lessee may construct a
screening fence sufficient to obscure the storage of materials outside the
building. Lessee may then store such raw materials and finished products
outside of the building. The storage of any such materials or products shall
be done in a manner that will not violate state or City laws or regulations and
any such testing of products does not include the feeding of or attracting deer
or other wildlife on or to Airport property.
4. Lessee shall not cause or permit the burial or storage above ground on the
Leased Premises of any hazardous waste or materials, as defined by federal
or state law, except in accordance with applicable federal, state, or local laws,
ordinances, regulations and rules, as may be adopted or amended from time
to time;
5. Lessee shall not cause or permit any use or activity on the Leased Premises
which would create a hazardous condition for aircraft operating at the
Airport;
6. Lessee shall not allow the Leased Premises to be used for parking of motor
vehicles, motorcycles, or motor driven equipment by anyone other than
customers, employees, or contractors of Lessee except as may be authorized
by the Director of Public Works, with all such parking being limited to areas
designated by Lessor for such parking. Lessee shall not be in default for the
improper parking of vehicles over which neither Lessee nor any of its
subtenants, customers, employees, or contractors have any control.
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4.03 Compliance with Minimum Standards: All activities conducted upon the Leased
Premises, whether by Lessee or its sublessees, shall be in substantial conformance with Title 3,
Chapter V, of the Code of Ordinances of the City of Kerrville, Texas, "Airport Rules, Regulations,
and Minimum Standards", as such regulations exist or may be duly amended from time to time by
the Lessor to the extent that such regulations apply to Lessee's operations.
4.04 Non-exclusive Uses: Lessee understands and acknowledges that, as to that part of the
Airport not included within the Leased Premises, the allowable uses permitted herein are on a non-
exclusive basis with respect to other potential providers of aeronautical services at the Airport.
ARTICLE 5. OBLIGATIONS OF LESSEE WITH REGARD TO
CONSTRUCTION OF IMPROVEMENTS
5.01. Capital Improvements: Lessee shall make the following Capital Improvements,
estimated by Lessee to equal approximately $19,000.00 in value, to the Leased Premises within the
first one hundred eighty (180) days of the initial lease term:
Replace heat pump and air conditioning system;
2. Replace carpeting;
Repair electrical and plumbing systems;
4. Repair and replace interior windows, kitchen accessories and other such
items that are necessary for Lessee's occupation;
5. Paint interior surfaces;
6. Install fiber optics necessary for computer networking system;
7. Install wiring necessary for telephone system;
8. Construct an interior room necessary for electronics fabrication;
9. Install interior lighting and pneumatic ceiling-mounted air lines;
10. Provide and deliver aggregate material (gravel) to Lessor for use by Lessor in
repairs and maintenance of parking lot; and
11. Provide exterior landscaping.
The failure by Lessee to make all of the above improvements within the time specified above
shall give Lessor the option of immediately terminating this Agreement upon providing Lessee with
written notice of its intention to take such action. In addition, Lessee, upon the written request of
Lessor, shall provide to Lessor evidence of the cost of such improvements, which may include
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copies of receipts, contracts, invoices and/or any other evidence to indicate the amount paid for or
the estimated value of such work.
5.02 _Approval of Construction Plans: At any time during the Lease Term and prior to any
construction, alteration, or changes to the Leased Premises or the improvements thereon, Lessee
shall submit to the Director of Public Works scaled plans and specifications of such construction,
and a site use plan with all drainage and utility services as existing or proposed indicated thereon.
Lessee is solely responsible for ascertaining the requirements of any and all, federal, state, or local
government agencies with regard to permit and application procedures necessary to obtain final
approvals and building permits prior to beginning any construction on the Leased Premises. Lessee
shall not commence any construction until it has received prior written approval from the Director of
Public Works and until the Lessee or the Lessor or both have received the necessary approvals from
the Federal Aviation Administration, the City's Building Official, and such other governmental
authorities as are necessary for the type of construction contemplated. In those instances in which
the Lessor is required to make application for construction or alteration of the Airport due to the
Lessor being the holder of the Airport Operating Certificate, the Lessor agrees to promptly and
diligently make and prosecute such applications.
5.03 Approval of Plans Not Assurance of Design Quality: The approval by the Director of
Public Works or anyone else acting on behalf of Lessor of any plans and specifications applies only
to the conformity of such plans to the general architectural and operational plan for the Leased
Premises and the Airport. The approval ofthe Director ofPublic Works does not constitute approval
of the quality of the architectural or engineering work performed. Neither Lessor nor the Director of
Public Works assumes any liability or responsibility for the architectural or engineering design or for
any defect in any building or improvement constructed from the plans or specifications. Construction
of any contemplated improvements shall be in accordance with the plans presented to and approved
by the Director of Public Works. All construction work shall be subject to inspection by a
representative employed by the Lessor or an inspector from the City's Building Inspection
Department, or both, to determine that such work conforms to the plans and specifications approved
by the Lessor.
5.04 Contractor's Insurance; Bonds: At any time construction activities are undertaken on
the Leased Premises, Lessee shall require that its contractor or contractors keep in force insurance
issued by a responsible insurance company or companies authorized to conduct business in the State
of Texas insuring the improvements during construction under Completed Builder's All Risk
Insurance, including tire, extended coverage, vandalism and malicious mischief, in an amount equal
to the full insurable value of such construction as the same progresses in order to insure continuity of
construction and ultimate completion despite damage or destruction suffered during the course
thereof. Furthermore, Lessee shall require all contractors performing construction work on the
Leased Premises to provide payment and performance bonds issued by a responsible bonding
company or companies authorized to conduct business in the State of Texas for the full amount of
the cost of the construction to be performed on forms which are in compliance with Chapter 2253 of
the Texas Government Code, as amended. The foregoing shall be made a part of any contract
between Lessee and its contractor or contractors. In the event Lessee does any construction work
itself, it shall comply with the all-risk insurance provisions hereof.
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5.05 Compliance With Building Codes and Federal Standards: All improvements made to
the Leased Premises by Lessee shall comply with all applicable City Building Codes and federal
standards for construction of airport improvements in effect at the time construction commences as
well as all other applicable federal aviation regulations, if any.
5.06 Encumbrance of Leasehold Estate: Lessee shall at no time encumber or attempt to
encumber its leasehold interest in the Leased Premises by deed of trust, mortgage, security
agreement or other security interest without the prior written consent of the Lessor.
5.07 Ownership of BuildinQS, Improvements and Fixtures: Any and all buildings,
improvements (including, but not limited to roadways and vehicular parking areas), additions,
alterations, and fixtures existing on the Commencement Date or constructed or placed on any part of
the Leased Premises during the Lease Term by Lessor or Lessee, shall be considered part of the real
property of the Leased Premises, shall remain on the Leased Premises, and shall not be removed by
Lessee or any sublessee without the written consent of Lessor. All improvements, additions,
alterations, and fixtures on the Leased Premises shall become the sole property of Lessor upon
termination of this Agreement without compensation to Lessee, it being understood and agreed by
Lessee that the transfer of title to the Lessor of the buildings and improvements located on the
Leased Premises at the end of the Lease Term is additional consideration for this Agreement.
Notwithstanding the above, Lessee shall have the right at any time during Lessee's occupancy ofthe
Leased Premises, or within a reasonable time thereafrer, to remove any and all furniture, machinery,
equipment, or other trade fixtures, owned or placed by Lessee, in, under, or on the Leased Premises;
provided, however, prior to the termination of the Lease Term, Lessee shall repair any damage to
any buildings or improvements on the Leased Premises resulting from their removal. Any such
personal property items or trade fixtures which aze not removed within sixty (60) days after the
termination date of this Agreement shall become the property of Lessor as of that date.
ARTICLE 6. REPAIRS, MAIN"PENANCE AND RESTORATION
6.01 Maintenance by Lessor: Lessor shall, at Lessor's sole expense, keep in good repair,
condition and appearance the taxiways and roadways which have been or may be constructed by
Lessor. Lessor shall commence required repairs as soon as reasonably practicable after receiving
written notice from Lessee thereof. This section shall not apply in case of damage or destmction by
fire or other casualty, in which event Sections 6.03 and 6.04 shall control the obligations of Lessor.
Except as provided in this Section 6.01 and in Sections 6.03 and 6.04, Lessor shall not be obligated
to make repairs, replacements or improvements or any kind upon the Leased Premises, or to any
equipment, merchandise, facilities or fixtures therein, all of which shall be Lessee's responsibility.
Lessor agrees to perform the following repairs or maintenance to the Lease Premises afer execution
of this Agreement but prior to the commencement of the Lease Term:
1. Inspect and repair the water service;
2. Inspect and repair roof and exterior walls with respect to leaks and holes;
3. Repair and replace damaged interior ceiling tiles;
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4. Apply an aggregate type material (gravel), as provided to Lessor by Lessee,
to the grounds to provide Lessee with a compacted azea for the parking of
vehicles (approximately 11,500 sq. ft.);
5. Repair all exterior doors and windows;
6. Provide aone-time pest control treatment;
Excavate any excess dirt and debris and level the loading ramp area; and
8. Mow grounds one time at the onset of this Agreement. Thereafter, Lessor
shall provide a mowing service, currently available to other areas of the
Airport, to Lessee at actual cost.
6.02 Maintenance by Lessee: Lessee shall, at Lessee's sole expense, keep the Leased
Premises and all improvements of any kind, which may be existing at the commencement of the
Lease Term or erected, installed, or made thereon by Lessee after commencement of the Lease
Term, and not required herein to be maintained by Lessor, in good repair, condition and appearance.
Without limitation of the foregoing sentence, Lessee specifically acknowledges its obligations, at its
sole expense, to keep in good repair, condition and appearance the foundation, roof, exterior walls
and structural portions of the interior walls of the hangar located on the Leased Premises. This
section shall not apply in case of damage or destruction by fire, other casualty, or acts of God, in
which event the Lessor shall be obligated to repair as provided in Sections 6.03 and 6.04. Lessee
shall keep mowed and in a sightly condition all landscaping and grass areas within the Leased
Premises. Lessor shall be the sole judge ofthe quality of Lessee's maintenance; provided, however,
Lessor shall not unreasonably withhold acceptance of said repairs or maintenance. Upon written
notice by Lessor to Lessee, Lessee shall be required to perform such reasonable maintenance under
this Section 6.02 as Lessor considers necessary. If such maintenance is not undertaken by Lessee
within ten (10) days after receipt of written notice, Lessor shall have the right to enter on the Leased
Premises and perform the necessary maintenance, the cost ofwhich shall be borne by Lessee. Other
items of maintenance for which Lessee shall be solely responsible shall include, but not be limited
to, the following:
Janitorial services, providing janitorial supplies, window washing, rubbish
and trash removal;
Supply and replacement of light bulbs in and on all buildings;
Replacement of cracked or broken glass in all buildings;
Cleaning of interior stoppages in interior plumbing fixtures and drain lines up
to the first manhole or clean out outside ofthe exterior ofthe building where
the stoppage occurred;
5. Replacement of damaged floor covering, excluding wear and tear from
normal use;
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6. Maintenance of all doors and door operating systems, including weather
stripping and glass replacement;
Painting, repairing, and replacement of damaged interior walls not resulting
from structural failure, and excluding wear and teaz from normal use;
8. Landscaping and grass cutting services within the Leased Premises,
including, but not limited to, repair or replacement of exterior building flood
lights and planter lights;
9. Repair or replacement of heating, air conditioning, ventilation, electrical,
plumbing, or mechanical systems, or their respective components;
10. Maintenance of all and roadways and vehicular pazking azeas that aze
constructed by Lessor.
Subject to the provisions of Section 5.07, on the last day of the Lease Tenn, or on any sooner
termination, Lessee shall surrender the Leased Premises to Lessor in the same condition as received
and clean and tree of debris, except for fire and casualty damages or ordinary wear and tear.
6.03 Substantial Damage or Total Destruction; Lessor's Options: Ifthe Leased Premises
or any building or buildings located on the Leased Premises are destroyed or substantially damaged
by fire or any other cause, the Lessor may:
terminate this Lease as to the building or buildings damaged or destroyed; or
rebuild the destroyed or substantially damaged building or buildings as
expeditiously as possible (but in no event more than one hundred eighty
(180) days after the date of such damage), and to treat this Lease as
continuing in effect.
6.04 Substantial Damage or Total Destruction; Lessee's Options: If the Leased Premises or
any building or buildings located on the Leased Premises are destroyed or substantially damaged by
fire or any other cause, the Lessee may terminate this Lease as of the date of such damage as to the
building or buildings substantially damaged or destroyed and the land on which the building or
buildings were located if:
Lessee has not received written notice from Lessor regarding Lessor's
election pursuant to Section 6.03, above within thirty (30) days after the date
of such damage, or
2. the building or buildings which have been substantially damaged or
destroyed cannot be rebuilt within one hundred eighty (180) days after the
date of such damage. If any dispute arises with respect to whether any
damage is susceptible of repair within the one hundred eighty (180) day
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period, the ability of Lessor to obtain a contract for the completion of such
repairs within the one hundred eighty (180) day period shall be determinative
of whether such damage is susceptible to repair within such period.
6.05 Temporary Facilities During Reconstruction: In the event Lessor elects to treat this
Lease as continuing in effect as to that building(s) which are substantially damaged or destroyed,
Lessor is not obligated to provide temporary facilities to Lessee during any period of reconstruction.
6.06 Abatement of Rent During Reconstruction or Upon Termination: In the event Lessor or
Lessee elects to terminate this Lease as permitted by this Article as to the building(s) substantially
damaged or destroyed, Lessee's obligation to pay rent hereunder shall terminate as of the date the
building was damaged or destroyed. If this Lease is terminated in its entirety as of the date of such
damage, Lessor agrees to promptly reimburse Lessee for any rent paid by Lessee attributable to the
period following the date of such damage. If this Lease is terminated as to some buildings as of the
date of such damage, any reimbursement of rent shall be credited toward the rent otherwise due
during the remainder of the Lease Term.
6.07 Partial Damage of Leased Premises (Usable): In the event any part of the building(s)
on the Leased Premises are partially damaged by fire or other cause so as to require repair, but
remain usable for the purposes permitted by this Agreement, then Lessor shall repair any such
damage as expeditiously as possible (but in no event more than one hundred eighty (180) days after
the date of such damage) and without cost to Lessee. Lessee shall remain obligated to pay rent and
comply with all other provisions of this Agreement.
6.08 Trash and Waste Removal: Lessee agrees to cause to be removed from the Leased
Premises, at its own expense, all waste, garbage and rubbish, and agrees not to deposit same on the
Leased Premises except temporarily in waste or garbage containers provided by Lessee at Lessee's
expense. Lessee further agrees that Lessee will store all parts, supplies, and other materials on the
interior of buildings located on the Leased Premises, provided, however, that any parts or supplies
which must be kept outside because of volatility of the supply item or the size ofthe part will be kept
out of view of the public traveling on public rights of way or other surrounding tenants by
installation of fencing or other means of screening approved by the Director of Public Works.
ARTICLE 7. ACCESS TO AND USE OF AIRPORT
7.01 Access to Airport: Lessor shall maintain all roads on the Airport giving access to the
Leased Premises in good and adequate condition for use by cars and trucks and shall maintain free
and uninterrupted access to the Leased Premises over said roads at all times; provided, however,
Lessor shall not be in default of this Agreement if access is interrupted for any of the reasons set
forth in Section 16.03, below.
7.02 Right to Use Airport: Lessee and Lessee's employees, sublessees, and guests shall have
the right to use that part of the Airport and its facilities not included within the Leased Premises in
common with others authorized to do so. Such use shall be subject to any and all applicable federal,
state or local laws, ordinances, statutes, rules, regulations, or orders of any governmental authority,
in
lawfully exercisingjurisdiction over the Airport or the activities and business operations of Lessee,
including any limitations, restrictions or prohibitions affecting the aviation activities or operations of
Lessee.
7.03 Vehicular Operations on the Airfield: No vehicles of Lessee, its employees, customers
or invitees will be allowed to operate on, or cross, the runways of the Airport except pursuant to the
Airport Rules and Regulations.
7.04 Airport Certification Rules and Regulations: Lessee shall comply with such rules that
pertain to its operation on the Airport under the Airport Certifications Rules of Federal Aviation
Regulations Part 139, as amended [ 14 CFR Part 139, as amended], to the extent such regulations are
applicable to the operation of the Airport.
7.05 Airport Security Rules and Regulations: Lessee, its directors, officers, employees, and
contractors shall comply with all federal and local Airport Security Regulations adopted by the
Lessor as such rules and regulations exist or may hereafter be amended. LESSEE AGREES TO
INDEMNIFY AND HOLD HARMLESS THE LESSOR, ITS OFFICERS AND EMPLOYEES,
from any charges, fines or penalties that may be assessed or levied by the FAA or the Texas
Department of Transportation by reason of the NEGLIGENT OR INTENTIONAL FAILURE OF
LESSEE, ITS DIRECTORS, OFFICERS, EMPLOYEES, OR CONTRACTORS to comply with
such Airport Security Regulations.
7.06 14 C.F.R. Part 77 Requirements: Lessee agrees to comply with the notification and
review requirements set forth in Part 77 of the Federal Aviation Regulations [ ] 4 CFR Part 77] in the
event any future structure, antenna or building is planned for the Leased Premises, or in the event of
any planned modification of any present or future building, antenna or structure located on the
Leased Premises.
7.07 Control of Structures: Lessee shall not erect nor permit the erection of any structure or
object, nor permit the growth of any tree on the Leased Premises which highest point is above a
mean sea level elevation established by the FAA and Lessor as a height limitation on such structures
or objects. Lessor reserves the right to enter upon the Leased Premises and to remove the offending
structure or object and cut the offending tree at Lessee's expense.
7.08 Aerial Approaches: Lessor reserves the right to take any action it considers necessazy
to protect the aerial approaches of the Airport against obstruction together with the right to prevent
Lessee from erecting or permitting to be erected any building or other structure on or adjacent to the
Airport which, in the opinion ofthe Lessor, would limit the usefulness ofthe Airport or constitute a
hazard to aircraft.
7.09 Right of Overflight: There is hereby reserved to the Lessor, for the use and benefit of
the public, a right of flight for the passage of aircraft above the surface of the Leased Premises,
together with the right to cause in said airspace such noise as may be inherent in the operation of
aircraft, now known or hereafter used for navigation of or flight in the air, using said airspace for
landing at, taking off from or operating on the Airport.
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ARTICLE 8. INSURANCE
8.01 Lessee's Minimum Insurance Amounts: Lessee shall obtain and maintain continuously
in effect at all times during the Lease Term, at Lessee's sole expense, at least the following minimum
insurance with a carrier or carriers licensed to do business in the State of Texas and satisfactory to
the Lessor:
1. Commercial General Liability Insurance against claims for bodily injury,
death, or property damage occurring on, in or about the Leased Premises, or
any other portion of the Airport, in at least the amount of $1,000,000.00 per
individual, $2,000,000.00 per occurrence and $1,000,000.00 with respect to
property damage. In the event that the Texas Torts Claims Act, as amended
(Tex. Civ. Prac. & Rem. Code. 101.001, et seq.) or its successor statute, is
amended to increase the amount of liability of municipalities for acts
described in said Act above the levels set forth in this Section 8.O1.A, Lessee
agrees to increase the amount of insurance coverage required by this Section
8.O1.A. to an amount sufficient to provide coverage to the level of potential
liability per occurrence under said Act; and
2. Automobile Liability Coverage on all motor vehicles owned and/or operated
by Lessee on the Leased Premises or other Airport property in amounts of not
less that $1,000,000 combined singe limit or equivalent, provided, however,
separate automobile coverage shall not be required if such coverage is
provided under Lessee's comprehensive general liability policy.
8.02 Lessee's Coverage Primary: All insurance herein required shall apply as primary and
not in excess of or contributing with other insurance which the Lessee may carry. Insurance
provided pursuant to Section 8.01 shall name the Lessor as an additional insured or loss payee as the
case may be. The comprehensive general liability policy as provided in paragraph 8.01.1. shall
provide contractual liability coverage sufficiently broad so as to include the liability assumed by
Lessee in the indemnity and hold harmless provisions included in Article 9 of this Agreement. The
Lessee's insurance policies as required by this Agreement shall apply separately to the Lessor as if
separate policies had been issued to Lessee and Lessor.
8.03 Contents of General Liability Policy: Lessee's Comprehensive General Liability policy
shall protect the Lessor and Lessee against any and all liability to any person or persons whose
property damage or personal injury arises out of or is in connection with the occupation, use, or
condition of the Leased Premises or resulting from any injury or damage occurring on or about the
roads, driveways or other public azeas of the Leased Premises used by Lessee, its trustees, officers,
employees, students, invitees, and contractors at the Airport, whether or not such damage or injury is
the result of negligence of the Lessee or its officers, employees, representatives, invitees, licensees,
contractors, agents, guests, or students.
8.04 Cancellation; Certificates of Insurance: Lessee's insurance as required by this
Agreement shall not be subject to cancellation or material alteration until at least thirty (30) days
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written notice has been provided to the Lessor. Lessee shall furnish to the Lessor, annually,
Certificates of Insurance showing Lessor as an additional insured and evidencing that all of the
herein stated requirements have been met.
8.05 Lessor's Right to Purchase Insurance: In the event such insurance as required by
Section 8.01, above, shall lapse, the Lessor reserves the right to obtain such insurance at Lessee's
expense. Following sixty (60) days prior written notice from Lessor, Lessee shall reimburse Lessor
for the full amount of the premium paid on Lessee's behalf.
ARTICLE 9. INDEMNITY
LESSEE AGREES TO INDEMNIFY DEFEND AND HOLD HARMLESS THE CITY
COUNTY, AND THEIR RESPECTIVE OFFICERS, EMPLOYEES AND AGENTS from and
against any and all loss, damage, liability, claims, demands, costs, charges, expenses and causes of
action including all costs of defense thereof (and including reasonable attorney fees) of whatsoever
character which the Lessor may incur, sustain, or be subjected to on account of loss, damage to
property and loss thereof and for bodily injury to or death of any persons (including but not limited
to the property, employees, customers, contractors, agents, invitees and licensees of each party
hereto) ARISING OUT OF THE CONDUCT OR OPERATIONS, NEGLIGENT OR OTHERWISE
OF LESSEE, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBLESSEES CONTRACTORS
SUBCONTRACTORS OR AGENTS on the Leased Premises. The Lessor will give Lessee prompt
notice of any claim made or suit instituted which in any way affects or might affect the Lessor.
Similarly, Lessee will accord the Lessor the same notice and rights.
ARTICLE 10. UTILITIES
Lessee shall be solely responsible for the payment of all electric, telephone, water, refuse,
natural gas and other public utility services used on the Leased Premises.
ARTICLE 11. SIGNS
11.01 Consent Required: Except with the prior written consent of the Director of Public
Works, which shall not be unreasonably withheld, Lessee shall not erect, maintain or display any
signs or any advertising at, or on, the exterior part of structures on the Leased Premises, or inside any
buildings located on the Leased Premises so as to be visible through the window or exterior doors
thereof.
11.02 Removal on Termination: Upon the termination of this Agreement, Lessee shall
remove, obliterate or paint out, as the Lessor may direct, any and all signs and advertising on the
Leased Premises or elsewhere at the Airport, and in connection therewith shall restore the Leased
Premises to the same condition as prior to the placement of any such signs or advertising. In the
event that there is a failure by Lessee to so remove, obliterate or paint out each and every sign or
advertising and so to restore the Leased Premises, the Lessor may, at its option, perform the
necessary work at the expense of Lessee, and the charge therefor shall be paid by Lessee to the
Lessor on demand. In certain circumstances, the Lessor may elect to allow specific signs to remain
13
as existing at the termination of this Agreement. Such signs shall be identified and agreed upon
mutually, in writing, by Lessee and Lessor.
ARTICLE 12. ASSIGNMENT AND SUBLEASING
At no time shall Lessee sublease any portion of the Leased Premises or assign its interests or
obligations in this Lease Agreement without the written consent of Lessor. Any such assignment or
attempted assignment shall be void.
ARTICLE 13. TAX LIENS
Lessee shall be solely responsible for the collection and payment of all applicable federal,
state, and local taxes, including, but not limited to, sales, use, amusement, or excise tax required to
be collected and paid over by Lessee to the appropriate taxing authority. Furthermore, Lessee shall
be responsible for the payment of any applicable ad valorem taxes and any taxes on Lessee's
personal property located on the Leased Premises. Where Lessee becomes liable For ad valorem
taxation with respect to the real property and improvements associated with the Leased Premises,
Lessee may terminate this Agreement upon providing six (6) months written notice to Lessor of its
intent to terminate. Lessee shall at no time permit the foreclosure of any tax liens to Lessee's
leasehold interest in the Leased Premises or the buildings, fixtures, or other improvements located on
the Leased Premises. The Lessor shall have the right to pay such taxes due after Lessee's refusal to
pay such taxes, and upon demand Lessee shall reimburse the Lessor for the amount of taxes paid
plus any penalties, interests, and attorney's fees incurred, subject to Lessee's right to challenge the
validity of such taxes in whole or in part. In the event that Lessee is successful in any challenge
regarding the payment of any tax, the Lessor shall be subrogated to any recovery obtained by Lessee
to the extent of the amount of taxes, interests, penalties, and attorneys fees previously paid by the
Lessor and not already reimbursed by Lessee.
ARTICLE 14. DEFAULT AND REMEDIES
14.01 Default by Lessee: The following shall be deemed to be events of default by Lessee
under this Agreement:
Lessee shall fail to pay when due any installment of rent or any other
payment required pursuant to this Agreement;
2. Lessee shall fail to have its business fully operational, as defined by those
uses listed in Section 4.01 above, within six (6) months of the
commencement of the initial lease term or shall fail to be fully operational for
a period of six (6) consecutive months during any part of the lease teen;
Lessee or any guarantor of Lessee's obligations hereunder shall file a petition
or be adjudged bankrupt or insolvent under any applicable federal or state
bankruptcy or insolvency law or admit that it cannot meet its financial
obligations as they become due, or a receiver or trustee shall be appointed for
14
all or substantially all of the assets of Lessee or any guarantor of Lessee's
obligations hereunder;
Lessee or any guarantor of Lessee's obligations hereunder shall make a
transfer in fraud of creditors or shall make an assignment for the benefit of
creditors;
Lessee shall do or permit to be done any act which results in a lien being filed
against the Leased Premises;
The liquidation, termination, dissolution of Lessee or any guazantor of
Lessee's obligations hereunder; or
Lessee shall be in noncompliance with any other term, provision or covenant
of this Agreement, other than those specified in subparts A. through F. above.
14.02 Termination Upon Lessee's Default: Except for an event of default resulting from the
filing of a petition in bankruptcy, if an event of default by Lessee shall continue for ten (10) days
after service of notice of such event of default, Lessor may give notice of its election to terminate
this Agreement, and thirty (30) days after service of such notice of election to terminate, this
Agreement shall cease and terminate as if the day of Lessor's election were the day originally fixed
for termination of this Agreement. Such election to terminate by Lessor shall not be construed as a
waiver of any claim it may have against the Lessee consistent with such termination. If, however,
the event of default is of such nature that it cannot reasonably be remedied within ten (10) days after
receipt of notice, and if the Lessee shall have commenced curing such event of default within ten
(10) days after receipt of such notice, and shall continuously and diligently proceed in good faith to
cure such event of default, then the period for curing the event of default shall be extended for such
length of time as is reasonably necessary to cure the event of default. Furthermore, if the event of
default is the result of Lessee filing a petition in bankruptcy, then termination shall not occur unless
the trustee in bankruptcy has failed to ratify this lease within sixty (60) days following the date of
filing of the petition in bankruptcy.
14.03. Abandonment of Business by Lessee: Lessee further agrees that the abandonment for
a period of thirty (30) days by Lessee of the conduct of its business activities at the Airport shall
terminate Lessee's rights under this Agreement. By so terminating this Agreement, Lessor does not
waive any other claim or rights against Lessee. For the purposes of this paragraph, the term
"abandonment" shall mean the failure of Lessee to be open for business on the Leased Premises
except in the case of war, strike, catastrophe or causes beyond Lessee's control.
14.04 No Remedy Exclusive: No remedy herein conferred upon or reserved to the Lessor or
Lessee is intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or hereafter existing under law or in equity. No delay or omission to exercise any right
or power accruing upon any default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time and as often as
may be deemed expedient. In order to entitle the Lessor and Lessee to exercise any remedy reserved
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to it in this section, it shall not be necessary to give any notice, other than such notice as may be
herein expressly required.
14.05 No Waiver ofBreach: Lessor's failure or delay in declaring the existence ofan event
of default by Lessee shall not be construed as a waiver thereof, nor shall it be construed so as to
waive or to lessen the right of the Lessor to insist upon the performance by Lessee of any term,
covenant or condition hereof, or to exercise any rights given it on account of any such event of
default. A waiver of any particular event of default shall not be deemed to be a waiver of the same,
similar of any other subsequent event of default.
14.06 Expeditious Action. Notwithstanding any provision as to notice in this Agreement
herein contained, if in Lessoi s reasonable judgment the continuance of any event of default by
Lessee for the full period of the notice to cure the event of default will jeopazdize the operation of
the Airport or the rights of the Lessor or the other Airport tenants, Lessor may, without notice, elect
to perform those acts in respect to which Lessee is in default. Lessee shall reimburse Lessor for any
reasonable and necessary costs incurred by the Lessor pursuant to this Section 14.06.
14.07 Default in Rent Payment: Notwithstanding anything to the contrary above, if there
should be any default in the payment by Lessee of any rates, fees or charges due to Lessor as
provided herein, the Lessor may give Lessee a ten (10) day written notice to pay all sums then due or
cease operations, and if such payment is not made within such ten (10) day period or such longer
time as Lessor may set forth, Lessee's rights under the Agreement shall terminate. By so terminating
this Agreement, the Lessor does not waive any other claim or rights against Lessee. However, if
such monetary default consists only of underpayment of a disputed and un-liquidated sum, under
$1,000.00, the termination of this Agreement maybe forestalled by tender of the liquidated sum and
deposit of the amount in controversy in escrow.
ARTICLE 15. TERMINATION BY LESSEE
Except for the payment by Lessee to Lessor of rents or other amounts past due or accrued but
not yet due, Lessee shall have the right to terminate this Agreement in its entirety, and all rights and
obligations ensuing therefrom immediately upon the material restriction of the Lessor's operation of
the Airport by action of the Federal Government, or any department or agency thereof, under its
wartime or emergency powers, and the continuance thereof for a period of not less than sixty (60)
days, to the extent such action prevents or reduces Lessee's ability to conduct is activities specified
in Section 4.01, above; provided however, that without prejudice to the rights of Lessee to terminate
as above provided, the Lessor and Lessee may mutually agree to adjust fees and charges. If Lessee
terminates this Lease for this reason, Lessor shall promptly repay Lessee any rent previously paid by
Lessee attributable to the period following the effective date of such termination.
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.01 Damages: LESSEE HEREBY RELEASES CITY, COUNTY, AND THEIR
RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS FROM LIABILITY
TO LESSEE FOR ANY DAMAGE TO THE PERSONAL PROPERTY OF LESSEE including its
aircraft, caused by the act of negligence of any of those hereby released or any other user of the
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Airport, the bursting, leaking or running of any cistern, water closet, waste pipe, tank, water, gas,
steam or sewer pipe, or oil and/or gas pipelines in, above, upon or about the Leased Premises, the
Airport, or any part thereof, any heating, gas or electrical device, or vehicle, or any flooding or other
weather related casualty. Lessor acknowledges that as of the date of the execution of this
Agreement, the Leased Premises is not within the boundaries of any known flood plain.
16.02 Quiet Enjoyment: Upon the performance ofthe covenants and agreements on the part
of the Lessee to be performed hereunder, the Lessee shall peaceably have and enjoy the Leased
Premises, appurtenances, facilities, licenses and privileges granted in this Agreement.
16.03 Force Majeure: Neither the Lessor nor Lessee shall be deemed in violation of this
Agreement if it is prevented from performing any of its obligations hereunder except the obligation
to pay rent by reason of strikes, boycotts, labor disputes, embargoes, shortages of materials, act of
God, acts of the public enemy, act of superior governmental authority, weather conditions, floods,
riots, rebellions, acts of sabotage or any other circumstances for which it is not responsible or which
are not in its control.
16.04 No Partnership, Agency, Joint Venture: 1t is mutually understood and agreed that
nothing in this Agreement is intended or shall be construed as in any way creating or establishing
any partnership, joint venture, agency, or any other relationship between the Lessor and Lessee other
than landlord and tenant, respectively.
16.05 Inspection by Lessor: Lessor may enter upon the Leased Premises at any reasonable
time for any purpose necessary, incidental to or connected with the performance of Lessor's
obligations hereunder, or in the exercise of its govemmental functions, for fire protection or security
purposes, or for inspecting or maintaining the Leased Premises, or doing any and all things Lessor is
obligated to do, or which may be deemed by Lessor necessary or desirable for the proper conduct
and operation of the Airport or the protection of Lessor's interests.
16.06 On-Site Representatives: Lessee shall select and appoint a representative or
representatives for its operations at the Airport. The representatives shall be qualified and
experienced, and vested with the full power and authority to act in the name of the Lessee with
respect to the method, manner and conduct of the operation of Lessee to be performed under this
Agreement. Lessor's on-site representative shall be the Lessor's Director of Public Works or such
other person as may be appointed by the City Manager.
16.07 Conformance with Rules and ReQUlations: The use of the Airport by Lessee shall be
subject to any and all rules, regulations and ordinances which are now in force or which may be
hereafter adopted by the Lessor with respect to the operation and use of the Airport, but no such
rules, regulations, or ordinances shall increase the Base Rent payable by Lessee under this Lease or
otherwise materially and adversely affect Lessee's tenure of the Leased Premises under this Lease.
Furthermore, this Agreement and Lessee's use of the Airport shall be subject to any and all
applicable laws, ordinances, resolutions, statutes, rules, regulations or orders ofany Federal, State or
local governmental authority lawfully exercising jurisdiction over the Airport or the activities and
business operations of Lessee, including any limitations, restrictions or prohibitions affecting the
aviation activities or operations of Lessee. Lessor agrees to furnish Lessee with a physical address
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for the Leased Premises at the execution of this Agreement so that Lessee's customers, vendors and
required delivery entities may be notified prior to Lessee occupying the Leased Premises.
16.08 Licenses and Permits: Lessee hereby agrees that it shall, at its own expense and cost,
procure and obtain all lawfully required licenses and permits, certificates and other authorizations
required by any governmental authority, in connection with or covering the operations or activities
permitted to be performed by it under the provisions of this Agreement.
16.09 Notices: Notices provided for in this Agreement shall be either hand delivered or sent
by certified mail, return receipt requested, postage prepaid, and properly addressed as follows:
If to Lessor: City Manager
800 Junction Highway
Kerrville, Texas 78028
If to Lessee: Hi11 Gilstrap
c/o Scott Stooksberry
1400 W. Abram
Arlington, TX 76013
With copy to: Chris Barley
Triad Holdings, Inc.
1994 Airport Loop Road
Kerrville, TX 78028
The parties may change the representative or address for delivery of notices from time to time by
sending written notices to the other party. All notices shall be in writing and effective only upon
actual receipt.
16.10 Governing Law and Venue: This Agreement and all of the transactions contemplated
herein shall be governed by and construed in accordance with the laws of the State of Texas. Venue
for any cause of action shall be in a court of competent jurisdiction in Kerr County, Texas.
16.11 Severability: If any provision of this Agreement is invalid or unenforceable, this
Agreement shall be considered severable as to such provision, and the remainder of this Agreement
shall remain valid and binding as though such invalid or unenforceable provision were not included
herein.
16.12 Captions: Section headings aze inserted herein only as a matter of convenience and
for reference, and in no way defines, limits or describes the scope or intent to any provision herein.
16.13 Use of Language: Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular shall be held to include the plural,
unless the context otherwise requires.
is
16.14 Counterparts: This Agreement may be executed in multiple counterparts, each of
which shall be deemed as original, and all of which constitute but one and the same instrument.
16.15 Development ofthe Airport: Future development, changes, alterations, modifications
or improvement to the Airport shall be at the sole discretion of the Lessor, subject only to such
notification to Lessee that the Federal Aviation Administration may dictate. The Lessor will strive
not to hinder the Lessee's operations in carrying out the provisions of this pazagraph. Where
reasonably possible, Lessor shall provide Lessee with ninety (90) days advanced notice of any
Airport development projects that may interfere with or cause change to Lessee's normal business
operations (i. e., roadwork projects).
• 16.16 Subordination to State or Federal Agreements: This Agreement shall be subordinate
to the provisions and requirements of any existing or future agreement between the Lessor and the
United States or the Lessor and the State of Texas, relative to the development, operation or
maintenance of the Airport.
16.17 No Exclusivity on Aeronautical Services: Nothing herein contained shall be construed
to grant or authorize the granting of the exclusive right to provide aeronautical services to the public
as prohibited by Section 308(a) of the Federal Aviation Act of 1958, as amended.
16.18 Discrimination Prohibited: The Lessee, for itself, its trustees, officers, legal
representatives, successors-in-interest and assigns, as a part of the consideration hereof, agrees (1)
that no person on the grounds of race, color, sex, national origin, veteran status or disability shall be
excluded from participation in, denied the benefits of or be otherwise subjected to discrimination in
the use of the Leased Premises; (2) that in the construction of any improvements on, over or under
the Leased Premises and the famishing of services thereon, no person on the grounds of race, sex,
color, national origin, or disability shall be excluded from participation in, denied the benefits of or
otherwise be subjected to discrimination; (3) that the Lessee shall use the Leased Premises and the
Airport 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,
Nondiscrimination inFederally-Assisted Programs ofthe Department ofTransportation-Effectuation
of Title V [ of the Civil Rights Act of 1964, and as said regulations maybe amended. In the event of
breach of any of the above nondiscrimination covenants, the Lessor shall have the right to terminate
this Agreement and to re-enter and repossess the Leased Premises and the improvements thereon,
and hold the same as if said Agreement were terminated by its own term pursuant to Section 2.01,
above.
16.19 Entire Agreement: This Agreement embodies the entire agreement between the
Lessor and Lessee, and supersedes all prior agreements and understandings, whether written or oral,
and all contemporaneous oral agreements and understandings relating to the subject matter hereof.
This Agreement shall not be changed, modified, discharged or extended, except by written
instrument duly executed by Lessor and Lessee. The parties agree that no representations or
warranties shall be binding upon either party unless expressed in writing in the aforesaid Agreement.
16.20 Representation of Counsel; Mutual Negotiation: Each party has had the opportunity
to be represented by counsel of its choice in negotiating this Agreement. This Agreement shall
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therefore be deemed to have been negotiated and prepared at the joint request, direction, and
construction of the parties, at arms length, and with the advice and participation of counsel.
16.21 Authority to Sign: Each person signing below represents that he or she is duly
authorized to execute this Agreement on behalf of the party indicated below by his or her name and
agrees on behalf of such party that such party will be bound by the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
legally executed in duplicate this ~~_ day of__~~;~ , 2002.
CITY OF KER ILLE, TEXAS
,_i
Stephe .Fine, Mayor
ATTEST:
COUNTY OF KERB, TEXAS
Co my Judge ,
Sheila L. Bran~City Clerk
APPROVED AS TO FORM:
/~(_t_
Kevin B. Laughlin
City Attorney
TRIAD MANUFACTURING, LTD.
BY ' "1'?iad Holdings, Inc., Its Sole General Partner
Chrisfopher arl y, Presi ent /~'
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