EXHIBIT 101
AMENDMENT #5
TO 1977 LEASE AGREEMENT
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THIS AMENDMENT #5 OF AGREEMENT OF LEASE dated as of December 11, 1990 between
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the CITY OF GREENVILLE, TEXAS, a Municipal Corporation of the State of Texas
(herein referred to as "LESSOR"), and E-SYSTEMS, INC., a Delaware Corporation
(herein referred to as "LESSEE");
WITNESSETH:
WHEREAS LESSOR owns and operates an Airport in Hunt County, Texas,known as
Majors Field (herein referred to as the "AIRPORT");
WHEREAS LESSOR and LESSEE have entered into a Lease Agreement as of October 1,
1977, as amended by Amendment #1 and Amendment #2,dated October 15,1980, and
Amendment #3, dated October 1, 1981, and Amendment #4 dated July 15, 1990 with
respect to certain premises at the Airport (herein referred to as the "LEASE" or
"LEASE AGREEMENT"); and
WHEREAS LESSOR and LESSEE have agreed to amend the Lease as pertains to the
lease boundaries. Tract "B" to increase by approximately 81.09 acres; and
WHEREAS LESSOR AND LESSEE have agreed that on the effective date of this Lease
Amendment #5 the Ground Rental of the premises shall be $5,216.35 per month from
that time forward but without alteration in any previously paid ground rent;
* NOTE ESCULATION CLAUSE ONLY APPLIES TO 81.09 ACS (@ $ 1,216.35 mo.)
WHEREAS LESSOR and LESSEE have agreed to amend the Lease to include an
Escalation clause applicable only to the ground rent attributable to the
additional 81.09 acres added by this and future amendments;
1
NOW, THEREFORE, for and in the consideration of the mutual covenants contained
in this Amendment #5, the LESSOR and LESSEE agree to amend the Lease in the
manner set forth below. All references to parts and section numbers of a part
contained in the 1977 Lease Agreement as amended by Amendment #1 and Amendment
#2 and Amendment #3 and said sections are hereby amended to read as set forth
below. All section and parts of the Lease Agreement and Amendment #1 and
Amendment #2 and Amendment #3 and Amendment #4 thereto, not modified hereby,
remain in full force and effect.
1. Delete all prior versions of Part 1 and Insert the following:
PART I
AIRCRAFT MAINTENANCE PREMISES
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SECTION 1.1 PREMISES - DEMISE
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2. Effective as of January 1, 1991, LESSOR leases to LESSEE and LESSEE takes
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for its exclusive use the area including all improvements, indicated as
Tract "A&B" on Exhibit "B" Revised 1990, which replaces prior Exhibits
A,B,C,D, attached hereto. Tract "A&B" land and improvements are
collectively referred to as the "Maintenance Premise" and are described in
the legal description set forth in Exhibit "B" Revised 1990 and amended by
the Map, attached hereto and made a part hereof as Exhibit "A" Revised
1990.
Section 1.2 TERM
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a) The initial term of the tenancy created under this Part I commenced on
October 1, 1977, and expires on October 1, 2017. The parties agree that
prior to the expiration of the lease term, they will, in good faith,
consider the execution of a new Lease Agreement, or an amendment to the
existing lease, for a like term of years, with respect to any facilities
covered by this agreement which, at the expiration of the lease term,
are not and will not (during the term of the new Lease Agreement) be
required by the City for the exclusive use of the general public.
2
SECTION 1.S RENTAL
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a) Commencing on January 1, 1991 the "Commencement Date', and continuing
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through October 1, 2017, the LESSEE shall pay Ground Rental in monthly
installments of $5,216.35 per month. Rent is based on Fair Market Value as
established using the average of two certified appraisals taken in 1983
and escalated. In addition, LESSEE shall pay an amount representing a
Consumer's Price Adjustment as defined below.
Every fifth anniversary following the "Commencement Date" shall be an
Adjustment Date. LESSOR shall give notice to LESSEE, thirty (30) days prior
to the Adjustment Date, of increases in the Consumer Price Index (CPI).
(CPI for Urban Wage Earners and Clerical Workers-U.S. Average, CPI-U Dallas
1984=102.3). It is agreed that the CPI on the Commencement Date is 122.2,
the Commencement Date Index Number. The formula to be used in calculating
the amount of the adjustment is as follows:
Adjustment Date Index Number DIVIDED BY Commencement Date Index Number -
1 X $1216.35 Monthly Adjustment amount for the next 5 years, The Monthly
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Adjustment amount shall be added to the monthly ground rental of $5,216.35
to yield the total monthly ground rent for the five year period following
the Adjustment Date.
2. Except as modified by this Amendment #5, the Lease remains in full force
and effect. This Amendment #5 makes no change in rent or other terms in
effect prior to the date of execution of this Amendment #5.
THIS AMENDMENT #5 is executed as of the date first shown on Page one (1)
of this Amendment.
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CITY OF GREENVILLE, TEXAS
/s/ Bill F. Morgan
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Mayor
ATTEST:
/s/ Pat Adams
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Pat Adams, City Secretary
APPROVED AS TO FORM:
/s/ Diane Callander
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Diane Callander, City Attorney
E-SYSTEMS, INC.
/s/ B.
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V.P. & General Manager
ATTEST:
/s/ Joseph P. Kulik
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Assistant Secretary
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LEGAL DESCRIPTION
Exhibit "B" Revised 1990 (Replaces Exhibits A, B, C, D)
TRACT "A"
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All that certain lot, tract or parcel of land situated in the City of
Greenville, Hunt County, Texas, and being part of the Andrew McDonald Survey,
Abstract No. 679, and the Hardin Denney Survey, Abstract No. 244, Hunt County,
Texas, and being part of Majors Field and being more particularly described as
follows:
BEGINNING at an iron rod found for corner in the centerline of County Road No.
3303, said point being in the common line between Hardin Denney Survey, Abstract
No. 244, and the John McGrew Survey, Abstract No. 688, said point also being the
most Easterly Northeast corner of Tract A of the 1977 Lease Agreement between
the City of Greenville, Texas, and E-Systems, Inc., as recorded in Volume 810,
Page 1, Hunt County Deed Record;
THENCE S. 01 deg. 01 min. 13 sec. W. along the centerline of said county road
and also said common line a distance of 2209.45 feet to an iron rod found for
corner in the North line of the James C. Warren Survey, Abstract No. 1114, said
point also being the Southwest corner of said McGrew Survey and the most
Easterly Southeast corner of said Denney Survey;
THENCE N. 88 deg. 44 min. 28 see. W. along the North line of said Warren Survey
a distance of 746.74 feet to an iron rod found for a corner at the Northwest
corner of said Warren Survey;
THENCE S. 01 deg. 53 min. 35 sec. W. along the West line of said Warren Survey a
distance of 1239.69 feet to a point for corner, said point being the most
Southerly corner of the above cited Tract A;
THENCE N. 44 deg. 17 min. 32 sec. W. a distance of 4696.87 feet to a point for
Corner;
THENCE N. 00 deg. 41 min. 59 sec. E. a distance of 1700.00 feet to a point for
corner in a fence line, said point being in the North line of the Andrew
McDonald Survey, Abstract No. 689;
THENCE S. 89 deg. 18 min. 01 sec. E. along a fence line along the North line of
said McDonald Survey a distance of 1240.00 feet to an iron rod found for corner
at the Northeast corner of said McDonald Survey, said point also being the
Northwest corner of said Denney Survey;
THENCE S. 00 deg. 31 min. 34 sec. W. along the common line between the McDonald
Survey and the Denney Survey a distance of 881.06 feet to an iron rod found for
corner in a fence line;
THENCE S. 89 deg. 13 min. 32 sec. E. along a fence line a distance of 539-08
feet to an iron rod found for corner;
THENCE S. 88 deg. 59 min. 50 sec. E. along a fence line a distance of 1348.42
feet to an iron rod found for corner at the Northwest corner of a 15.00 acre
tract of land described in a Deed from Charlie G. Martin, et ux, to E. W.
Lindley and James Lindley, as recorded in Volume 479, Page 114, Hunt County
Deed Records;
THENCE S. 00 deg. 03 min. 16 sec. E. along the West line of said 15.00 acre
tract a distance of 215.17 feet to an iron rod found for corner;
1
Exhibit "B" Revised 1990 (cont)
TRACT "A" (cont)
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THENCE S. 03 deg. 26 min. 16 sec. E. along the West line of said 15.00 acre
tract a distance of 472.42 feet to an iron rod found for corner at the Southwest
corner of said 15.00 acre tract, said point being in a fence line;
THENCE S. 89 deg. 00 min. 10 sec. E. along a fence line passing an iron rod
found for corner at the Southwest corner of a 4.00 acre tract of land described
in a Deed from Audie Anderson to Darrell Watson, et ux, as recorded in Volume
973, Page 90, Hunt County Deed Records, at a distance of 102.09 feet and
continuing along the South line of said 4.00 acre tract passing the Southeast
corner of said 4.00 acre tract at a distance of 882.91 feet and continuing for a
total distance of 938.55 feet to the POINT OF BEGINNING and containing 251.030
acres of land.
TRACT "B"
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All that certain lot, tract or parcel of land situated in the City of
Greenville, Hunt County, Texas, and being part of the A. Essary Survey, Abstract
No. 296, William Andrews Survey, Abstract No. 4. Andrew McDonald Survey,
Abstract No. 689, S. McBride Survey, Abstract No. 717, C.B. McDonald Survey,
Abstract No. 692, E.G. Eliff Survey, Abstract No. 298, and being part of Majors
Field and being more particularly described as follows:
BEGINNING at an iron rod found for corner in the East R.O.W. line of F.M.
Highway No. 1570 at the Southwest corner of a tract of land occupied by a City
of Greenville electrical sub-station and sewer pump station, said point being S.
00 deg. 47 min. 09 sec. W. a distance of 264.74 feet from the Northwest corner
of a 225.90 acre tract of land described in a Warranty Deed from Hunt County,
Texas, to the City of Greenville, Texas, as recorded in Volume 643, Page 496,
Hunt County Deed Records, said point also being the most Westerly
Northwest corner of Tract B in the 1977 Lease Agreement between the City of
Greenville, Texas, and E-Systems, Inc., as recorded in Volume 810, Page 1, Hunt
County Deed Records;
THENCE S. 89 deg. 06 min. 19 sec. E. along the South line of said Electrical
sub- station and Sewer pump station Tract a distance of 850.00 feet to an iron
rod found for corner at the Southeast corner of said Tract;
THENCE N. 00 deg. 47 min. 09 sec. E. along the East line of said Electrical
sub-station and Sewer pump station Tract a distance of 419.36 feet to an iron
rod found for corner at the Northeast corner of said tract, said point also
being in the South line of a 4.196 acre tract of land described as Tract Two
in a Warranty Deed from Joe B. Gibson and wife, Jan Gibson, to E-Systems, Inc.,
as recorded in Volume 972, Page 180, Hunt County Deed Records;
THENCE N. 89 deg. 6 min. 46 sec. W. along the South line of said 4.196 acre
tract a distance of 21.34 feet to an iron rod found for corner at the Southwest
corner of said Tract;
THENCE N. 01 deg. 13 min. 20 sec. E. along the West line of said 4.196 acre
tract a distance of 186.70 feet to an iron rod found for corner a the Northwest
corner of said tract, said point also being the Southwest corner of a 7.158 acre
tract of land described as Tract One in the above cited Gibson to E-Systems
Tract;
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Exhibit "B" Revised 1990 (cont)
TRACT "B" (cont)
THENCE S. 89 deg. 16 min. 48 sec. E. along the common line between said 4.196
acre tract and 7.158 acre tract a distance of 1058.90 feet to an iron rod set
for corner in the East line of a 1.610 acre tract of land described as Tract
Three in the above cited Gibson to ESystems Tract;
THENCE N. 07 deg. 41 min. 09 sec. W. along the East line of said 1.610 acre
tract of land a distance of 275.65 feet to an iron rod found for corner in a
fence line:
THENCE S. 63 deg. 53 min. 51 sec. E. along a fence line along the North line of
County Road No. 3302 a distance of 178.94 feet to an iron rod found for corner
THENCE S. 87 deg. 25 min. 19 sec. E. along a fence line along the North line of
said county road a distance of 307.25 feet to an iron rod found for corner;
THENCE N. 88 deg. 30 min. 42 sec. E. along a fence line along the North line of
said county road a distance of 190.34 feet to an iron rod found for a corner;
THENCE S. 00 deg. 04 min. 13 sec. E. a distance of 22.43 feet to an iron rod set
for corner in the centerline of said county road;
THENCE N. 87 deg. 21 min. 00 sec. E. along the centerline of said county road a
distance of 684.63 feet to an iron rod found for corner;
THENCE S. 00 deg. 42 min. 28 sec. W. a distance of 1290.32 feet to an iron rod
found for corner;
THENCE N. 89 deg. 17 min. 32 sec. W. a distance of 245.17 feet to an iron rod
found for corner;
THENCE S. 00 deg. 42 min. 28 sec. W. a distance of 4931.53 feet to an iron rod
found for corner;
THENCE N. 89 deg. 17 min. 06 sec. W. passing the most Southerly Southeast
corner of the above cited Tract D of said lease a distance of 249.95 feet and
continuing for a total distance of 704.43 feet to an iron rod found for corner
at the most Southerly Southwest corner of said Tract B;
THENCE N. 00 deg. 36 min. 09 sec. E. a distance of 329.74 feet to an iron rod
found for corner;
THENCE N. 87 deg. 47 min. 22 sec. W. a distance of 527.20 feet to an iron rod
found for corner;
THENCE N. 59 deg. 41 min. 48 sec. W. a distance of 3.02 feet to an iron rod
found for corner in a chain link fence line;
THENCE in a Northwesterly direction along the Northeasterly line of an existing
asphalt street along a curve to the right having a central angle of 65 deg. 38
min. 17 sec., a radius of 197.24 feet, a chord bearing of N. 55 deg. 23 min. 15
sec. W., a chord of 213.81 feet, an arc length of 225.96 feet to an iron rod
found for corner;
THENCE N. 22 deg. 34 min. 06 sec. W. along the Northeasterly line of said street
a distance of 340.87 feet to an iron rod found for corner;
THENCE in a Northwesterly direction along the Northerly line of said street
along a curve to the left having a central angle of 66 deg. 54 min. 09 sec., a
radius of 148.09 feet, a chord bearing of N. 56 deg. 01 min. 10 sec. W., a chord
of 163.26 feet, an arc length of 172.92 feet to an iron rod found for corner;
THENCE N. 89 deg. 28 min. 14 sec. W. along the North line of said street a
distance of 879.14 feet to an iron rod found for corner;
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Exhibit "B" Revised 1990 (cont)
TRACT "B" (cont)
THENCE N. 00 deg. 43 min. 47 sec. E. a distance of 1000.87 feet to an iron rod
found for a corner;
THENCE S. 87 deg. 30 min. 36 sec. W. a distance of 106.03 feet to an iron rod
found for corner;
THENCE along a curve to the right having a central angle of 06 deg. 49 min. 29
sec., a radius of 252.50 feet, a chord bearing of N. 88 deg. 55 min. 53 sec. W.,
a chord of 30.06 feet, an arc length of 30.08 feet to an iron rod found for
corner in the East R.O.W. line of F.M. Highway No. 2101;
THENCE N. 02 deg. 00 min. 31 sec. W. along the East R.O.W. line of said highway
a distance of 87.93 feet to a concrete monument found for corner at a flare in
said R.O.W.;
THENCE N. 49 deg. 33 min. 56 sec. W. along said R.O.W. flare a distance of 69.70
feet to a concrete R.O.W. marker found for corner;
THENCE in a Northerly direction along the East R.O.W. line of said highway along
a curve to the left having a central angle of 01 deg. 07 min. 36 sec., a radius
of 11509.16 feet, a chord bearing of N. 02 deg. 52 min. 16 sec. W., a chord of
226.29 feet, an arc length of 226.30 feet to a concrete R.O.W. marker found for
corner;
THENCE N. 36 deg. 20 min. 23 sec. E. along a flare in said R.O.W. a distance
of 70.96 feet to a concrete R.O.W. marker found for corner;
THENCE N. 02 deg. 12 min. 49 sec. W. along said flare a distance of 96.96 feet
to a concrete R.O.W. marker found for corner;
THENCE N. 48 deg. 45 min. 49 sec. W. along said flare a distance of 70.78 feet
to a concrete R.O.W. marker found for corner;
THENCE in a Northerly direction along the East R.O.W. line of said highway along
a curve to the left having a central angle of 00 deg. 28 min. 17 sec., a radius
of 11509.16 feet, a chord bearing of N. 05 deg. 14 min. 02 sec. W., a chord of
94.69 feet, an arc length of 94.69 feet to a concrete R.O.W. marker found for
corner;
THENCE N. 0.5 deg. 07 min. 18 sec. W. along the East R.O.W. line of said highway
a distance of 784.09 feet to a concrete R.O.W. marker found for corner;
THENCE N. 41 deg. 10 min. 52 sec. E. along a flare in said R.O.W. a distance of
58.48 feet to a concrete R.O.W. marker found for corner;
THENCE N. 05 deg. 39 min. 50 sec. W. along said flare a distance of 100.93 feet
to a concrete R.O.W. marker found for corner;
THENCE N. 43 deg. 53 min. 44 sec. W. a distance of 66.25 feet to a concrete
R.O.W. marker found for corner in the East R.O.W. line of F.M. Highway No.
1570;
THENCE in a Northerly direction along the East R.O.W. line of said highway along
a curve to the left having a central angle of 02 deg. 48 min. 28 sec., a radius
of 11409.16 feet, a chord bearing of N. 03 deg. 21 min. 51 sec. W., a chord of
559.03 feet, an arc length of 559.09 feet to concrete R.O.W. marker found for
corner;
THENCE N. 45 deg. 55 min. 19 sec. E. along a flare in said R.O.W. a distance of
122.72 feet to a concrete R.O.W. marker found for corner;
THENCE N. 00 deg. 50 min. 27 sec. E. along said flare a distance of 100.02 feet
to a concrete R.O.W. marker found for corner;
THENCE N. 44 deg. 07 min. 56 sec. W. along said flare a distance of 137.60 feet
to a concrete R.O.W. marker found for corner;
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Exhibit "B" Revised 199O (cont)
TRACT "B" (cont)
THENCE in a Northerly direction along the East R.O.W. line of said highway along
a curve to the left having a central angle of 01 deg. 18 min. 12 sec., a radius
of 11409.16 feet, a chord bearing of N. 00 deg. 11 min. 46 sec. E., a chord of
259.49 feet, an arc length of 259.51 feet to a concrete R.O.W. marker found for
corner;
THENCE N. 00 deg. 47 min. 09 sec. E. along the East R.O.W. line of said highway
a distance of 822.33 feet to the POINT OF BEGINNING and containing 356.723 acres
of land.
TRACT "C"
All that certain lot, tract or parcel of land situated in the City of
Greenville, Hunt County, Texas, and being part of the Elisha Brake Survey,
Abstract No. 64, Andrew McDonald Survey, Abstract No. 689, Hardin Denney Survey,
Abstract No. 244, David Hall Survey, Abstract No. 484, John Manos Survey,
Abstract No. 725, F. Thweatt Survey, Abstract No. 1342, and the William Mooney
Survey, Abstract No. 694, Hunt County, Texas, and being part of Majors Field and
being more particularly described as follows:
BEGINNING at an iron rod found for corner at the centerline of intersection of
County Road No. 3303 and County Road No. 3304, said point being the Southwest
corner of the James C. Warren Survey, Abstract No. 1114, said point also being
the Southeast corner of Tract C in the 1977 Lease Agreement between the City of
Greenville, Texas, and E-Systems, Inc., as recorded in Volume 810, Page 1, Hunt
County Deed Records;
THENCE N. 89 deg. 15 min. 32 sec. W. along the centerline of County Road No.
3304 a distance of 1791.20 feet to a nail found for corner;
THENCE N. 00 deg. 59 min. 38 sec. E. a distance of 208.00 feet to an iron rod
found for corner;
THENCE N. 89 deg. 11 min. 53 sec. W. a distance of 422.82 feet to an iron rod
found for corner;
THENCE S. 00 deg. 08 min. 08 sec. W. a distance of 208.46 foot to a nail found
for corner in the centerline of County Road No. 3304;
THENCE N. 89 deg. 15 min. 32 sec. W. along the centerline of said county road
part-way a distance of 1521.42 feet to an iron rod found for corner;
THENCE S. 00 deg. 45 mi. 51 sec. W. along a fence line a distance of 643.21 feet
to an iron rod found for corner;
THENCE S. 01 deg. 06 min. 49 sec. W. along a fence line a distance of 588.16
feet to an iron rod found for corner at a fence corner post, said point being
the most Southerly Southeast corner of the above cited Tract C;
THENCE N. 89 deg. 23 min. 04 sec. W. along a fence line a distance of 265.35
feet to an iron rod found for corner at a fence corner post;
THENCE S. 89 deg. 51 min. 22 sec. W. along a fence line a distance of 492.02
feet to an iron rod found for corner at a fence corner post;
THENCE N. 00 deg. 18 min. 18 sec. E. along a fence line a distance of 651:64
feet to an iron rod found for corner at a fence corner post;
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Exhibit "B" Revised 1990 (cont)
TRACT "C" (cont)
THENCE S. 88 deg. 29 min. 17 sec. W. along a fence line a distance of 940.84
feet to an iron rod found for corner at a fence corner post;
THENCE N. 00 deg. 11 min. 43 sec. W. along a fence line a distance of 51.06 feet
to an iron rod found for corner;
THENCE N. 00 deg. 2l min. 32 sec. W. along a fence line a distance of 594.42
feet to an iron rod found for corner at a fence corner post;
THENCE S. 89 deg. 14 min. 45 sec. E. a distance of 358.40 feet to an iron rod
set for corner, said point being the Southeast corner of Tract B of the above
cited lease;
THENCE N. 00 deg. 42 min. 54 sec. E. along the East line of said Tract D a
distance of 1952.00 feet to a point for corner in the East line of the
North-South ramp, said point being the most Southerly Southeast corner of
Tract B of said lease, said point also being the most Easterly Northeast corner
of said Tract D;
THENCE S. 89 deg. 17 min. 06 sec. E. a distance of 249.95 feet to an iron rod
found for corner;
THENCE N. 00 deg. 42 min. 28 sec. E. a distance of 4931.53 feet to an iron rod
found for corner;
THENCE S. 89 deg. 17 min. 32 sec. E. a distance of 245.17 feet to an iron rod
found for corner;
THENCE N. 00 deg. 42 min. 28 sec. E. a distance of 1290.32 feet to an iron rod
set for corner in the centerline of County Road No. 3302;
THENCE N. 00 deg. 55 min. 57 sec. E. a distance of 762.32 feet to an iron rod
found for corner at a fence corner post;
THENCE N. 01 deg. 09 min. 17 sec. W. along a fence line a distance of 516.49
feet to an iron rod found for corner at a fence corner post:
THENCE S. 88 deg. 55 min. 25 sec. E. along a fence line a distance of 225.69
feet to an iron rod found for corner;
THENCE N. 89 deg. 35 min. 42 sec. E. along a fence line a distance of 373.88
feet to an iron rod found for corner;
THENCE N. 88 deg. 59 min. 43 sec. E. along a fence line a distance of 371.52
feet to an iron rod set for corner in the centerline of County Road No. 3302;
THENCE S. 01 deg. 00 min. 01 sec. W. a distance of 2066.41 feet to a P-K nail
found for corner in the centerline of an asphalt road, said point being in the
North line of the Andrew McDonald Survey, Abstract No. 689;
THENCE S. 89 deg. 18 min. 01 sec. E. along the North line of said McDonald
Survey a distance of 338.31 feet to a point for corner;
THENCE S. 00 deg. 41 min. 59 sec. W. a distance of 1700.00 feet to a point for
corner;
THENCE S. 44 deg. 17 min. 32 sec. E. a distance of 4696.87 feet to a point for
corner in the West line of the above cited Warren Survey, Abstract No. 1114;
THENCE S. 01 deg. 53 min. 35 sec. W. along the West line of said Warren Survey a
distance of 444.66 feet to an iron rod found for corner;
THENCE S. 00 deg. 42 min. 07 sec. W. along the West line of said Warren Survey
along the centerline of County Road No. 3303 a distance of 1960.52 feet to the
POINT OF BEGINNING and containing 656.544 acres of land.
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Exhibit "B" Revised 1990 (cont)
TRACT "D"
All that certain lot, tract or parcel of land situated in the City of
Greenville, Hunt County, Texas, and being part of the C.B. McDonald Survey,
Abstract No. 692, and the.E.G. Eliff Survey, Abstract No. 298, Hunt County,
Texas, and being part of Majors Field and being more particularly described as
follows:
BEGINNING at a point in the East line of the North-South ramp, said point being
the most Southerly Southeast corner of Tract B of the 1977 Lease Agreement
between the City of Greenville and E-Systems, Inc., as recorded in Volume 810,
Page 1, Hunt County Deed Records, said point also being the most Easterly
Northeast corner of Tract D in said lease;
THENCE S. 00 deg. 42 min. 54 sec. W. along the East line of said Tract D a
distance of 1952.00 feet to a point for corner, said point being the Southeast
corner of the above cited Tract D;
THENCE N. 89 deg. 14 min. 45 sec. W. passing an iron rod found for corner at
an interior corner of Majors Field at a distance of 358.40 feet and continuing
along the South line of Majors Field for a total distance of 1006.45 feet to an
iron rod found for corner;
THENCE N. 89 deg. 19 min. 42 sec. W. along the South line of Majors Field a
distance of 350.47 feet to an iron rod found for corner;
THENCE N. 89 deg. 19 min. 10 sec. W. along the South line of said Majors Field a
distance of 416.22 feet to an iron rod found for corner;
THENCE N. 89 deg. 12 min. 43 sec. W. along the South line of said Majors Field a
distance of 461.77 feet to an iron rod found for corner in the Northeasterly
R.O.W. line of F.M. Highway No. 2101;
THENCE in a Northeasterly direction along a curve to the right having a central
angle of 06 deg. 51 min. 24 sec., a radius of 1095.92 feet, a chord bearing of
N. 36 deg. 01 min. 32 sec. W. a chord of 131.07 feet, an arc length of 131.15
feet to an iron rod found for corner;
THENCE N. 00 deg. 43 min. 47 sec. E. a distance 2710.25 feet to a point for
corner, said point being in the North line of an existing asphalt street;
THENCE S. 89 deg. 28 min. 14 sec. E. along the North line of said street a
distance of 879.14 feet to an iron rod set for corner;
THENCE along the North line of said asphalt street along a curve to the right
having a central angle of 66 deg. 54 min. 09 sec., a radius of 148.09 feet, a
chord bearing of S. 56 deg. 01 min. 10 sec. E., a chord of 163.26 feet, an arc
length of 172.92 feet to an iron rod set for corner;
THENCE S. 22 deg. 34 min. 06 sec. E. along the Northeasterly line of said street
a distance of 340.87 feet to an iron rod found for corner;
THENCE along the Northeasterly line of said street along a curve to the left
having a central angle of 65 deg. 38 min. 17 sec., a radius of 197.24 feet, a
chord bearing of S. 55 deg. 23 min. 15 sec. E., a chord of 213.81 feet, an arc
length of 225.96 feet to an iron rod found for corder in a chain link fence;
THENCE S. 59 deg. 41 min. 48 sec. E. along and near said fence line a distance
of 3.02 feet to an iron rod found for corner;
7
Exhibit "B" Revised 1900 (cont)
TRACT "D" (cont)
THENCE S. 87 deg. 47 min. 22 sec. E. a distance of 527.20 feet to an iron rod
found for corner;
THENCE S. 00 deg. 36 min. 09 sec. W. a distance of 329.74 feet to an iron rod
found for corner at the most Southerly Southwest corner of Tract B;
THENCE S. 89 deg. 17 min. 06 sec. E. a distance of 454.48 feet to the POINT OF
BEGINNING and containing 131.210 acres of land.
8
AMENDMENT #5
RECAP OF TRACT "B" ACREAGE & RENT
ACREAGE
-------
Basic 1977 Tract "B" 275.63
Acreage Added in Amendment #3 +45.80
Acreage Purchased by E-Systems -12.96
(To Resolve Title Dispute Between
City and Local Landowner)
Acreage South of Airport Blvd -12.59
Returned to City in Amendment #5
Acreage Added to E-Systems +60.84
Tract "B" Eastern Boundary --------
In Amendment #5
Revised Tract "B" through Amendment #5 356.72
Less Basic Acreage -275.63
--------
Net Increase to Tract "B" Acreage 81.09
Fair Market Value Per Acre Per Year $180.00
--------
Net Increase to Tract "B" Rent $14,596.20
DIVIDED BY 12
--------
Net Increase to Monthly Tract "B" Rent $1,216.35
Amount of Basic Tract "B" Monthly Rent 4,000.00
--------
Revised Tract "B" Monthly Rent $5,216.35
AMENDMENT #4
TO 1977 LEASE AGREEMENT
THIS AMENDMENT #4 (the "Amendment") OF AGREEMENT OF LEASE dated as of
July 15, 1990, between the CITY OF GREENVILLE, TEXAS, a municipal corporation of
the State of Texas (the "Lessor"), and E-SYSTEMS, INC., a Delaware corporation
(the "Lessee");
W I T N E S S E T H:
WHEREAS, Lessor owns and operates an airport in Hunt County, Texas known
as Majors Field (the "Airport");
WHEREAS, Lessor and Lessee have entered into a Lease Agreement as of
October 1, 1977, as amended by Amendment #1 dated October 15, 1980, Amendment
#2 dated October 15, 1980 and Amendment #3 dated October 15, 1981 with
respect to certain premises at the Airport (the Lease Agreement and Amendments
#1, #2 and #3 in the aggregate herein referred to as the "Lease");
WHEREAS, Lessor owns as part of the Airport approximately 720.02 acres
referred in the Lease as the Base Facilities, which is the flight operations
area for the public generally;
WHEREAS, Industrial Development Corporation Greenville, Texas, (the
"Corporation") has been created and has authorized the issuance of $9,350,000 of
its airport revenue bonds (the "Series 1990 Bonds") to pay for repairs and
improvements to the runways, aprons, and taxiways that are part of Base
Facilities as well as necessary drainage facilities to remove water from the
Base Facility (the "Project"); and
WHEREAS, Lessor and Lessee has agreed to amend the Lease to provide for
additional rental sufficient to pay all debt service on the Series 1990 Bonds in
consideration for the issuance of the Series 1990 Bonds by the Corporation and
in consideration for the continued operation of the Base Facilities by the
Lessor.
NOW THEREFORE, Lessor and Lessee, for and in consideration of the mutual
covenants herein contained, agree to amend the Lease as set forth below. All
sections and parts of the Lease not modified by this Amendment remain in full
force and affect.
The Lease is hereby modified by this Amendment by the addition
of Part X and all sections contained therein to read as follows:
PART X
SECTION 10.1 BASE FACILITIES IMPROVEMENTS
The proceeds of the Series 1990 Bonds, less the costs of issuance of the
Series 1990 Bonds paid out of such proceeds, will be deposited in the
Construction Fund created by and as defined in the Trust Indenture for the
Series 1990 Bonds (the "Indenture"), and will be used for the Project.
The Project, when completed, will be owned and managed by the Lessor. The
Lessee hereby makes an irrevocable election, binding on the Lessee and all
successors in interest, not to claim depreciation or an investment credit with
respect to any part of the Project. The Lessor and Lessee acknowledge that the
Lessee has no option to purchase the Project. Any unexpended funds remaining
in the Construction Fund after completion of the Project will be transferred
to the Bond Fund created by and as defined in the Indenture, unless such funds
are needed to pay arbitrage rebate to the United States pursuant to section
148 of the Internal Revenue Code of 1986. In addition, any eligible funds
received by the Lessor from the federal government for use in connection with
the Project, including but not limited to the Federal Emergency Management
Agency, which are payments received for repairs or improvements as part of the
Project, shall be deposited promptly by the Lessor in the Unit Account of the
Bond Fund and will offset the Lessee's obligation to pay Additional Rent as
more fully set forth in Section 10.2.
SECTION 10.2 ADDITIONAL RENT
For and in consideration of the Corporation's issuing the Series 1990 Bonds
for the Project and for and in consideration of the City's continued operation
of the Project, the Lessee unconditionally agrees to pay additional rent
("Additional Rent") while the Series 1990 Bonds are outstanding, in an amount
equal to (i) all debt service on the Series 1990 Bonds, plus (ii) all fees and
expenses incurred in connection with the issuance, payment and redemption or a
Determination of Taxability (as defined in the Indenture) of the Series 1990
Bonds, including arbitrage rebate and the expense of calculating arbitrage
rebate, to the extent such fees and expenses are not paid out of Series 1990
Bond proceeds (including investment proceeds), minus (iii) funds on hand in the
Unit Account of the Bond Fund created by and as defined in the Indenture which
are available for payment of such debt service. Lessee's obligation to the City
to pay Additional Rent shall be satisfied by the Lessee transferring the
Additional Rent payment owed for each accrual period on the Series 1990 Bonds in
immediately available funds by wire transfer to the Unit Account (as defined in
the Indenture) at the Corporation's Trustee for the Series 1990 Bonds no later
than three business days prior to each debt service payment date on the Series
1990 Bonds. Pursuant to the Indenture to be entered into between the Corporation
and the Trustee, the
Trustee will send the following information to the Lessee by facsimile
transmittal (or by telephone, promptly confirmed by facsimile transmittal no
later than five business days prior to each debt service payment date on the
Series 1990 Bonds: (i) the amount of the debt service on the Series 1990 Bonds
to be paid on the next payment date plus any unpaid fees and expenses incurred
in connection with the Series 1990 Bonds for the current accrual period and
anticipated fees and expenses for the subsequent accrual period, (ii) funds on
hand in the Unit Account of the :Bond Fund available to pay debt service on the
next payment date; and (iii) the balance to be paid as Additional Rent by the
Lessee.
The obligation of the Lessee to make Additional Rent payments is
unconditional and independent of any other provision of this Lease, as long as
the Indenture remains in effect.
10.3 ASSIGNMENT AND DEFEASANCE
The Lessee has no right to assign or delegate its obligations under this
Amendment or to terminate the Lease while the Series 1990 Bonds are outstanding.
In the event the Lease is terminated for whatever cause, the Lessee shall
deposit into escrow cash and governmental obligations certified by an
independent accounting firm of national reputation to
mature as to principal and interest in such amounts and at such times as will,
without further investment or reinvestment, be sufficient to make all principal,
premium (if any), and interest payments on the Series 1990 Bonds when due (or
when redeemable). Such escrow shall further meet all requirements of section 148
of the Internal Revenue Code of 1986, and the report by the independent
accounting firm of national reputation shall certify that the yield on the
escrow is less than the yield on the Series 1990 Bonds, as calculated under
section 148 of the Code.
This Amendment #4 is executed as of the date first shown on page one of
this Amendment.
ATTEST CITY OF GREENVILLE
/s/ Pat Adams /s/ Bill F. Morgan
- ----------------- --------------------
City Clerk Mayor
APPROVED AS TO FORM:
/s/ Diane Callander
- --------------------
City Attorney
ATTEST: E-SYSTEMS, INC
/s/ /s/
- -------------------- ---------------------
Assistant Secretary Vice President
E-SYSTEMS
SERIES 1990
-----------
-----------
DEBT SERVICE SCHEDULE
---------------------
---------------------
DATE PRINCIPAL COUPON INTEREST PERIOD T0TAL FISCAL TOTAL
- ---- ---------- ------ ---------- ----------- ------------
2/1/91 378,035.00 378,035.00
8/1/91 500,000.00 7.000000 347,175.00 847,175.00 1,225,210.00
2/1/92 329,675.00 329,675.00
8/1/92 600,000.00 7.05OOOO 329,675.OO 929,675.00 1,259,350.00
2/1/93 308,525.00 308,525.00
8/1/93 600,000.00 7.100000 308,525.00 308,525.00 1,217,050.00
2/1/94 287,225.00 287,225.00
8/1/94 650,000.00 7.200000 287,225.00 937,225.00 1,224,450.00
2/1/95 263,825.00 263,825.00
8/1/95 700,000.00 7.300000 263,825.00 963,825.00 1,227,650.00
2/1/96 238,275.00 238,275.00
8/1/96 700,000.00 7.400000 238,275.00 938,275.00 1,176,550.00
2/1/97 212,375.00 212,375.00
8/1/97 800,000.00 7.450000 212,375.00 1,012,375.00 1,224,750.00
2/1/98 182,575.00 182,575.00
8/1/98 800,000.00 7.500000 182,575.00 982,575.00 1,165,150.00
2/1/99 152,575.00 152,575.00
8/1/99 900,000.00 7.550000 152,575.00 1,052,575.00 1,205,150.00
2/1/ 0 118,600.00 118,600.00
8/1/ 0 1,000,000.00 7.600000 118,600.00 1,118,600.00 1,237,200.00
2/1/ 1 80,600.00 80,600.00
8/1/ 1 1,000,000.00 7.650000 80,600.00 1,080,600.00 1,161,200.00
2/1/ 2 42,350.00 42,350.00
8/1/ 2 1,100,000.00 7.700000 42,350.00 1,142,350.00 1,184,700.00
------------ ------------ -------------
9,350,000.00 5,158,410.00 14,508,410.00
ACCRUED 98,366.25 98,366.25
9,350,000.00 5,060,043.75 14,410,043.75
------------ ------------- -------------
------------ ------------- -------------
Dated 7/15/90 with Delivery of 9/6/90
Bond Years 68,515,556
Average Coupon 7.528816
Average Life 7.327867
HIC % 7.528816 % Using 100.0000000
TEXAS COMMERCE BANK
EXHIBIT 10.17
AMENDMENT #3
TO 1977 LEASE AGREEMENT
THIS AMENDMENT #3 OF AGREEMENT OF LEASE dated as of October 1, 1981,
between the CITY OF GREENVILLE, TEXAS, a municipal corporation of the State of
Texas (herein referred to as "Lessor"), and E-SYSTEMS, INC., a Delaware
corporation (herein referred to as "Lessee");
W I T N E S S E T H:
WHEREAS, Lessor owns and operates an airport in Hunt County, Texas known as
Majors Field (herein referred to as the "Airport");
WHEREAS, Lessor and Lessee have entered into a Lease Agreement as of
October 1, 1977, as amended by Amendment #1 and Amendment #2, dated October 15,
1980, with respect to certain premises at the Airport (herein referred to as the
"Lease" or "Lease Agreement");
WHEREAS, E-Systems desires to make certain improvements to existing
facilities and construct new additional improvements (facilities); and
WHEREAS, Lessor has agreed to the use of the Construction Fund to finance
improvements to existing facilities more fully described on Exhibit J attached
hereto; and
WHEREAS, Lessor has agreed to allow E-Systems to construct new additional
improvements (facilities), more fully described on Exhibit K attached hereto,
utilizing financing provided by E-Systems, Inc.; and
WHEREAS; Lessor has agreed to amend this lease as pertains to term and to
increase Tract B (Exhibit B) by approximately 45.30 acres as described in
Exhibit L attached hereto.
NOW, THEREFORE, the parties hereto for and in the consideration of the
mutual covenants herein contained agree to amend the 1977 Lease Agreement dated
as of October 1, 1977, as amended by Amendment #1 and Amendment #2 on October
15, 1980, as set forth below. All references to parts and section numbers for
Part I. shall be a reference to that section number of that part contained in
the 1977 Lease Agreement as amended by Amendment #1 and Amendment #2 and said
sections are hereby amended in their entirety to provide as set forth below.
All sections and parts of the Lease Agreement and Amendment #1 and Amendment #2
thereto, not modified hereby, remain in full force and effect.
PART I
AIRCRAFT MAINTENANCE PREMISES
SECTION 1.1 PREMISES - DEMISE
(a) Effective as of the date hereof, Lessor hereby leases and rents and
Lessee hereby hires and takes for its exclusive use those certain premises,
indicated as Tracts A & B on Exhibit A attached hereto, consisting of an area of
approximately 580.68 acres, and the improvements thereon, such premises and
improvements being herein collectively referred to as the "Maintenance
Premises", which are further described in the legal description set forth in
Exhibit B, and amended by Exhibit L attached hereto.
SECTION 1.2 TERM
(a) The initial term of the tenancy created under this Part I. shall
commence on October 1, 1977, and.shall expire on October 1, 2017. The parties
agree that prior to the expiration of the lease term, they will, in good faith,
consider the execution of a new lease agreement,or an amendment to the existing
lease, for a like term of years, with respect to any facilities covered by this
agreement which, at the expiration of the lease term, are not and will not
(during the term of the new lease agreement) be required by the city for the
exclusive use of the general public.
SECTION 1.3 RENTAL
(a) Commencing on the first day of the first month after execution of
Amendment #2 and continuing until August 31, 1981, Lessee shall pay Ground
Rental for the Maintenance Premises in monthly installments of $725 as Ground
Rental and commencing on September 1, 1981, and continuing through the initial
term of this Lease October 1, 2017, the sum of $4,000 per month.
(b) In the event Lessor shall issue Revenue Bonds and using the proceeds
thereof shall reimburse Lessee its costs as approved by Lessor which were
incurred in the construction of improvements on the Additional Maintenance
Premises, provision for debt service on such Bonds through payment by Lessee or
additional rental shall be as provided in Part II. of this Agreement.
(c) In the event Lessor shall issue Revenue Bonds and using the proceeds
thereof shall reimburse Lessee its costs as approved by Lessor which were
incurred in the construction of Engineering Building 113 provision for debt
service on such Bonds through payment by Lessee of additional rental shall be as
provided in Part VII. of this Agreement.
SECTION 1.3 CONT...
(d) In the event Lessor shall improve the asphalt overlay of certain ramps,
streets, and parking lots and improve the roofs of the premises with
foam/diathon within the next three years from the date of this Amendment #2 in
an amount estimated to be $1,752,000, then Lessee shall reimburse Lessor for
such repairs through payment by Lessee of additional rental as provided in Part
VIII. of this Agreement.
(e) In the event Lessor shall improve the existing facilities, as
described on Exhibit J attached hereto, in an amount estimated to be $775,000.
then Lessee shall reimburse Lessor for such expenditures through payment by
Lessee of additional rental as provided in Part IX of this agreement.
THE FOLLOWING PARTS AND SECTIONS ABE IN ADDITION TO THE 1977 LEASE AGREEMENT AND
AMENDMENT #1 AND AMENDMENT #2, THERETO AND ARE INCORPORATED THEREIN BY
REFERENCE. ALL PARTS AND SECTIONS OF THE 1977 LEASE AGREEMENT AND AMENDMENTS #1
AND #2 THERETO NOT MODIFIED HEREBY REMAIN IN FULL FORCE AND EFFECT.
PART II.
SECTION 2.1 LEASE OF ADDITIONAL MAINTENANCE PREMISES
Effective as of October 1, 1977 (but subject to the provisions of Section
2.17 hereof), the Lessor hereby leases and rents and Lessee hereby hires and
takes for its exclusive use those certain premises indicated as Building 136B,
108, and 116 on Exhibit E attached hereto, consisting of an area of
approximately 103,250 square feet and the improvements thereon or to be
constructed thereon such premises and improvements being in this part referred
to as "Additional Maintenance Premises" which are further described in the legal
description set forth in Exhibit E.
The term of the tenancy of this Part II. of this Agreement shall expire on
October 1, 2017. At the end of this term, Lessor and Lessee may determine to
renew the term of the lease in accordance with Section 1.2 herein.
PART VII.
SECTION 7.1 LEASE OF ENGINEERING BUILDING 113
Effective as of the date hereof, (but subject to the provisions of Section
7.15 hereof) the Lessor hereby leases and rents and Lessee hereby hires and
takes for its exclusive use those certain premises indicated on Exhibit F
attached hereto, consisting of an area of approximately 16,000 square feet, and
the improvements to be constructed hereon, such premises and improvements being
in this Part referred to as "Engineering Building" or "Facilities" which is
further described in the description set forth in Exhibit G.
The initial term of the tenancy created under Part VII. of this Agreement
shall expire on October 1, 2017. At the end of this term, Lessor and Lessee may
determine to renew the term of the lease in accordance with Section 1.2 herein.
PART VIII.
SECTION 8.1 FACILITY IMPROVEMENTS
Effective as of the date of this Amendment the Lessor hereby leases and
rents and Lessee hereby hires and takes for its use those Facility Improvements
to the premises more fully described on Exhibit H attached hereto. Such
Facility Improvements are generally described as asphalt overlays of certain
ramps, roads and parking lots. In addition, such Facility Improvements include
the application of foam/diathon to the roofs of existing buildings on the
premises.
The initial term of the tenancy created under this Part VIII. of this
Agreement shall expire on October 1, 2017. At the end of this term, Lessor and
Lessee may determine to renew the term of the lease in accordance with Section
1.2 herein.
SECTION 8.3 FACILITY IMPROVEMENTS CONSTRUCTION
Lessor agrees that from time to time within a three-year period from the
date of this Amendment it shall make the Facility Improvements more fully
described in Exhibit H attached hereto to the premises. The parties estimate
that the total cost of the Facilities Improvements is approximately $1,752,000.
Lessor shall not be required to expend funds above this estimated amount.
Lessor and Lessee agree that in the event Lessor does not expend the estimated
amount, then the Net Rent provided for above shall be reduced by the difference
between the actual cost of construction and said estimate.
PART IX
SECTION 9.1 FACILITY IMPROVEMENTS
Effective as of the date of the Amendment the Lessor hereby leases and
rents and Lessee hereby hires and takes those Facility Improvements to the
premises more fully described on Exhibit J "Description of Modifications to
Existing Facilities" and Exhibit K "Description of New Constructed Facilities"
attached hereto. Such Facility Improvements, known generally as the E-Systems
Greenville Division 1981 Construction Program are specifically;
(1) Modifications to Hangar 102, Bay 1
(2) Addition of Mezzanine to Building 116
(3) New 2 story Administration Building
designated Building 137
(4) New Large Aircraft Hangar designated Hangar 152.
The initial term of the tenancy created under this Part IX. of this
Agreement shall expire on October 1, 2017. At the end of this term, Lessor and
Lessee may determine to renew the term of the lease in accordance with Section
1.2 herein.
SECTION 9.2 NET RENT
For and in consideration of Lessor's adding the Facility Improvements under
this Part IX. and Lessee's enjoyment of additional rights pursuant to the
provisions of this Part IX. cumulative of and in addition to all other rentals,
fees or payments for which Lessee is obligated to pay Lessor under Part I. of
this Agreement. Lessee further agrees to pay Lessor additional rentals known as
"Net Rent" as follows:
Commencing on January 1, 1982, the Net Rent shall be $25,000 per month with
a like installment due and payable on the same day of each month thereafter
through May 1, 1983.
SECTION 9.2 CONT...
Lessor and Lessee agree that all payments received by Lessor pursuant to
this Part IX. shall be deposited in the Airport Construction Fund and that
Lessor and Lessee will meet each year to evaluate the need for any adjustment in
the amount of payments in order that such payments are sufficient to fund all
Facility Improvements covered by Part IX of this agreement.
SECTION 9.3 FACILITY IMPROVEMENTS CONSTRUCTION
Lessor agrees that within an eighteen (18) month period from the date of
this Amendment it shall make the Facility Improvements, as described in Exhibits
J and K attached hereto, to the premises. The parties estimate that the total
cost of the Facilities Improvements is approximately $3,800,000. of which
$775,000 is to be paid for from the Construction Fund, the balance being
financed by E-Systems.
Lessor and Lessee agree that in the event Lessor exceeds or does not expend
the estimated amount from Construction Funds
($775,000), then the Net Rent provided for above shall be adjusted accordingly
and said adjustment be reflected in the monthly installments beginning 1 January
1983.
SECTION 9.4 TITLE TO FACILITIES IMPROVEMENTS AND LESSOR
The parties hereby confirm and agree that title to the Facilities
Improvements (or any portion thereof) which may be constructed on or after the
date of this Amendment is vested in Lessor subject to Lessee's possessory rights
and that title to any such facilities (or any portions thereof) which may be
constructed or completed after the date of the Agreement shall vest in Lessor as
the same are affixed to the land, subject to such possessory rights of Lessee.
SECTION 9.5 CONSTRUCTION OF FACILITIES IMPROVEMENTS
CONDEMNATION OF FACILITIES IMPROVEMENTS
The provisions of Section 1.18 or 1.20 shall control where all or
substantially all of the Facilities Improvements are (1) destroyed by an insured
casualty or (2) taken under color of governmental authority in the exercise of
the power of eminent domain.
SECTION 9.6 PROVISIONS OF PART I. MADE APPLICABLE
Except as to the terms of the Lease and renewals thereof (contained in
Section 9.1) all of the provisions of Part I. of this Agreement shall also be
applicable to the Facilities Improvements and for the purposes of Part I. the
same shall also be considered a Maintenance Facilities thereunder upon
completion of the Facilities Improvements whichever shall first occur.
SECTION 9.7 CONSTRUCTION FUND
All payments received by Lessor under this Part IX. shall be deposited in a
Construction Fund with the City's depository bank.
Disbursements from the Construction Fund and investment of moneys therein,
pending the use thereof for authorized purposes, shall be governed by an escrow
agreement by and between the City and the depository bank. The mayor is hereby
authorized and directed to execute an appropriate escrow agreement, which shall
be subject to approval by the City Attorney and the Lessee, which agreement
shall be in customary terms and:
(1) not be in conflict with any provisions of this Agreement; and
SECTION 9.7 CONT...
(2) provide:
(a) funds may be disbursed only for the purpose of paying the cost of
construction and acquisition of the Additional Maintenance Premises and
Facilities Improvements until all such costs have been paid, and then as
provided in this instrument.
(b) funds may be disbursed upon approval of the same by a representative
of the Lessor and Lessee; that the representative of the Lessor shall be the
person acting as the City Manager of the City of Greenville, Texas.
(3) no change order may be executed, during the construction of the
project, which increases the amount of any contract to be paid by the City
unless the same has been approved by the City Council; nor shall any payment be
made under any contract until such contract has been approved by the City
Council.
SECTION 9.8 PLANS AND SPECIFICATIONS, APPROVALS, CONSTRUCTION
CHANGES, CONTRACTS
(a) The facilities Improvements shall be acquired, constructed, installed,
fabricated and equipped in accordance with plans and specifications approved by
the City and the Lessee.
Lessee shall prepare final plans and specifications of the Facilities
Improvements, which shall be submitted by Lessee to the City for approval, and
construction shall be substantially in accordance with such plans and
specifications as may be approved by the City with such changes as may be
reasonably requested by Lessee and approved by the City.
(b) Upon completion of the final plans and specifications of the
Facilities Improvements and approval of the same, bids will be taken by the City
for construction, acquisition, and/or fabrication of the Facilities
Improvements based on such plans and specifications. Following the receipt of
bids from responsible bidders, the City and Lessee will consider and approve
such bids, and contracts will then be awarded by the City to install, construct,
fabricate and equip the Facilities. Lessee may, with the City's prior approval,
enter into contracts for the design work and for the preparation of the
preliminary and final plans and specifications for the Facilities Improvements
prior to the time that proceeds from the sale of the Bonds are available.
SECTION 9.8 CONT...
(c) Whenever approval of either the City or Lessee is required in this
Section 9.8, such approval shall not be unreasonably withheld by either the City
or the Lessee; provided, however, nothing herein shall be construed as requiring
the City to undertake any such project.
(d) Contracts relating to the construction, acquisition, equipping,
fabrication or installation (or purchases in connection therewith) of the
Facilities Improvements shall include appropriate provisions for expediting the
work and for performance and payment bonds so as to assure completion by
specified performance dates and to protect the Facilities Improvements against
liens, such bonds to name the City as the beneficiary thereof.
(e) All necessary approvals from governmental agencies shall be obtained
prior to acquiring, constructing, fabricating, equipping or installing the
Facilities, and such improvements shall be acquired, constructed, fabricated,
equipped or installed in compliance with all state and local laws, ordinances
and regulations applicable thereto. Upon completion of the Facilities
Improvements, all required occupancy permits and authorizations from appropriate
authorities contemplated by Lessee shall be obtained by Lessee. All changes,
alterations, extras or additions (hereinafter in this subsection (e) called
"changes") to or from and contracts or purchase order executed or entered into
pursuant to the provisions of this Part IX. shall be approved in advance by the
parties hereto. All requests, approvals and agreements required shall be in
writing and signed by a duly designated representative of the party making such
request, granting such approval or entering into such agreement. All changes to
the Facilities Improvements may be made after consultation with and approval by
the Lessee.
SECTION 9.8 CONT...
This Amendment #3 is executed as of the date first shown on page one of
this Amendment.
ATTEST: CITY OF GREENVILLE
/s/ Irene Wilson /s/ William F. Elkins
- ---------------------------- ----------------------------
City Clerk Mayor
APPROVED AS TO FORM:
/s/ D. Adami
- ----------------------------
City Attorney
ATTEST: E-SYSTEMS, INC.
/s/ Joe D. Reynolds /s/ A. L. Lawson
- ---------------------------- ----------------------------
Assistant Secretary Vice President
EXHIBIT J
"Description of Modifications to Existing Facilities"
Modifications to existing Facilities referenced in Amendment #3 to the
1977 Lease Agreement consists of two separate projects;
- Modifications to Hangar 102, Bay 1, and;
- Addition of Mezzanine to Building 116
The modifications to Hangar 102, Bay 1 consist of the addition of a
nosewell and enlargement of the tailwell. These modifications will enable this
Bay to house KC-135 size aircraft.
The addition of a mezzanine to Building 116 will add approximately 45,000
square feet to that facility. The original design and construction of Building
116 contemplated the addition of subject mezzanine at some future date. The
mezzanine will include a covered overhead walkway to Hangar 102 and an outside
freight elevator.
EXHIBIT K
"Description of New Constructed Facilities"
New Constructed Facilities referenced in Amendment #3 to the 1977 Lease
Agreement consists of two separate projects;
- New 2 Story Administration Building
Designated Building 137, and;
- New Large Aircraft Hangar
Designated Hangar 152
Building 137 will be a Two-Story Office Building of 20,000 square feet each
floor for a total of 40,000 square feet of floor space. This building will be
located due West of Building 136, adjacent to Building 140, on what is presently
parking lot space.
The New Large Aircraft Hangar (Hangar 152) will be located due West and
adjacent to Hangar 150 and be of the same general design. This Hangar will be
sized to house two 727 T-Tail Type Aircraft or one 747 Type Aircraft with the
tail outside.
EXHIBIT L
Beginning at a point being the Southwest corner of the intersection of
Seventh Street and Avenue "D", said corner being an inside corner of Majors
Field's Western boundary line as described in said Warranty Deed from Hunt
County, Texas to the City of Greenville, Texas, recorded in Volume 643,
Page 496 in the Deed Records of Hunt County, Texas.
Thence East 1330 feet;
Thence South 1500 feet;
Thence West 1330 feet;
Thence North 1500 feet to the point of beginning and containing 45.7989
acres of land, more or less.
AMENDMENT #2
TO 1977 LEASE AGREEMENT
THIS AMENDMENT #2 OF AGREEMENT OF LEASE dated as of October 15, 1980,
between the CITY OF GREENVILLE, TEXAS, a municipal corporation of the State of
Texas (herein referred to as "Lessor"), and E-SYSTEMS, INC., a Delaware
corporation (herein referred to as "Lessee");
W I T N E S S E T H:
WHEREAS, Lessor owns and operates an airport in Hunt County, Texas known as
Majors Field (herein referred to as the "Airport");
WHEREAS, Lessor and Lessee have entered into a Lease Agreement as of
October 1, 1977, as amended by Amendment #1 dated October 15, 1980, with respect
to certain premises at the Airport (herein referred to as the "Lease" or "Lease
Agreement");
WHEREAS, E-Systems desires to have Lessor construct additional improvements
on said premises; and
WHEREAS, Lessor has agreed to construct said improvements, provided that an
adjustment in the Net Rent is made and the Ground Rental of the premises is
increased to $4,000 per month.
NOW, THEREFORE, the parties hereto for and in the consideration of the
mutual covenants herein contained agree to amend the 1977 Lease Agreement dated
as of October 1, 1977, as amended by Amendment #1 on October 15, 1980, as set
forth below. All references to parts and sections numbers for Part I. shall be
a reference to that section number of that part contained in the 1977 Lease
Agreement as amended by Amendment #1 and said sections are hereby amended in
their entirety to provide as set forth below. All sections and parts of the
Lease Agreement and Amendment #1 thereto, not modified hereby, remain in full
force and effect.
PART I.
AIRCRAFT MAINTENANCE PREMISES
SECTION 1.3 RENTAL
(a) Commencing on the first day of the first month after execution of this
amendment and continuing until August 31, 1981, Lessee shall pay Ground Rental
for the Maintenance Premises in monthly installments of $725 as Ground Rental
and commencing on
September 1, 1981, and continuing through the initial term of this Lease (August
31, 1991), the sum of $4,000 per month.
(b) In the event Lessor shall issue Revenue Bonds and using the proceeds
thereof shall reimburse Lessee its costs as approved by Lessor which were
incurred in the construction of improvements on the Additional Maintenance
Premises, provision for debt service on such Bonds through payment by Lessee of
additional rental shall be as provided in Part II. of this Agreement.
(c) In the event Lessor shall issue Revenue Bonds and using the proceeds
thereof shall reimburse Lessee its costs as approved by Lessor which were
incurred in the construction of Engineering Building 113 provision for debt
service on such Bonds through payment by Lessee of additional rental shall be as
provided in Part VII. of this Agreement.
(d) In the event Lessor shall improve the asphalt overlay of certain
ramps, streets, and parking lots and improve the roofs of the premises with
foam/diathon within the next three years from the date of this Amendment #2 in
an amount estimated to be $1,752,000, then Lessee shall reimburse Lessor for
such repairs through payment by Lessee of additional rental as provided in Part
VIII. of this Agreement.
SECTION 1.21 MISCELLANEOUS OPERATION PROVISIONS
(a) With the prior written approval of the Lessor, Lessee may erect,
maintain or display signs of advertising at or on the exterior parts of the
Maintenance Premises or in or on the Leased Premises so as to be visible outside
the Maintenance Premises. Exterior signs affecting public safety and security
shall be subject to approval by Lessee and the Lessor. If the Lessor has not
given approval, as aforesaid upon receipt of notice the Lessee shall remove,
obliterate or paint out any and all advertising, signs, posters and similar
devices placed by the Lessee on the Maintenance Premises. In the event of a
failure on the part of the Lessee so to remove, obliterate or paint out
unapproved signs affecting public safety and to restore the necessary work and
the Lessee shall pay the cost thereof to the Lessor on demand.
(b) The Lessee shall maintain such obstruction lights and landing lights
as the Lessor may install, and Lessor shall furnish and install the bulbs and
furnish the electricity necessary for the operation thereof, and Lessee shall
operate the same in accordance with the requirements of F.A.A. The Lessor
hereby
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directs that all said lights shall, until further notice, be operated for a
period commencing thirty (30) minutes before sunset and ending thirty (30)
minutes after sunrise (as sunset and sunrise may vary from day to day throughout
each year) and for such other periods as may be directed or requested by the
control tower of the Airport. In addition, Lessee shall also provide and
maintain fire protection and safety equipment at the Maintenance Facilities and
all other equipment of every kind and nature required by any law, rule, order,
ordinance or resolution of any governmental authority having jurisdiction over
the Airport.
(c) Except to the extent required for the performance of the obligations
or the exercise of rights of the Lessee hereunder, nothing contained in this
agreement shall grant to the Lessee any rights whatsoever in the air space above
the Maintenance Premises in excess of a height set forth in the plans and
specifications for the Maintenance Premises.
(d) All personal property and all property and installations (including
trade fixtures) removable without material damage to the Maintenance Premises,
which are installed by Lessee in or on the Maintenance Premises, shall be deemed
to be and remain the property of the Lessee. All such property and
installations may at Lessee's option be removed by Lessee from the Maintenance
Premises at any time during the term of this Agreement, and, unless otherwise
agreed in writing by the parties, shall be removed by Lessee at or before the
expiration of other termination of the term of this Agreement provided that any
damage to the Maintenance Premises caused by said removal shall be repaired by
Lessee so as to return the premises to the Lessor in the same or similar
condition as when entered by Lessee, reasonable wear and tear excepted. Any
such property remaining on the Maintenance Premises beyond thirty (30) days
thereafter shall be deemed to be abandoned by Lessee.
(e) All water, gas, oil and mineral rights in and under the soil are
expressly reserved by the Lessor.
(f) Title to all existing permanent improvements on the Maintenance
Premises and title to any permanent buildings or permanent structures hereafter
constructed on such Maintenance Premises shall immediately vest in the Lessor as
a part of the Airport.
(g) Lessee agrees to restrict the use of the gun/shooting range located
and situated on the southeast end of the Maintenance Premises to duly appointed
policemen and security staff who are on duty and need to shoot qualifying rounds
for the retention of their positions. Lessee agrees to use its best efforts to
relocate said range to an area compatible with airport operations. At such time
as this is accomplished, Lessee agrees to permanently and completely close the
existing range.
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(h) Lessee agrees that the area located at the South end of the South
aircraft parking ramp will not be used as a storage area for obsolete equipment.
Additionally, Lessee agrees that remaining equipment shall be relocated and
rearranged so as to present an orderly appearance.
(i) Lessee agrees to relocate its Southerly boundary fence (portable type)
Northward an adequate distance to facilitate comfortable parking of the general
public's aircraft. It is hereby understood between Lessor and Lessee that
should Lessee need any of this area to directly serve new aircraft servicing
buildings, Lessee may, after reasonable notice, move the fence southward to the
extent necessary for such facilities.
SECTION 1.22 ADDITIONAL PROVISIONS FOR OPERATIONS
Lessee agrees to operate and maintain that portion of said airport facility
located and situated within the area described in Exhibits A and C (herein
called Base Facilities) in conformity with each and all of the provisions and
requirements set forth and referred to in Paragraphs 6 and 22 of Part V of
Federal Aviation Administration Form 5100-100, the same being and composing a
part of the grant agreement entered into by and between Lessor and the United
States of America, and which provides, among other things, for a grant of funds
pursuant to Airport Development and Aid Program Project No. 7-48-0098-01 for the
construction of certain improvements to said Base Facility, and reference to
which being here made for all purposes as if the same were copied in their
entirety herein, accepting hereby the same responsibilities and undertakings as
Lessor assumes upon the execution of said grant agreement.
Under this agreement, Lessee has been given certain authority and
responsibilities in connection with the operation and maintenance of the
facilities within the area described in Exhibits A and C. However, the parties
hereto recognize that it is the basic responsibility of Lessor to comply with
its operational and maintenance responsibilities pursuant to its obligations
under the Federal Grant Agreement and surplus property deeds. Therefore, the
parties agree that Lessee's rights hereunder are subject to the rights of Lessor
and Lessor may direct the minimum procedures to be followed by Lessee or itself
assume such responsibilities.
It is understood and agreed that Lessee shall indemnify and hold harmless
Lessor, and each and all of the officials, officers, agents, servants and
employees of Lessor, from and against all claims and causes of action, damages,
losses and expenses, including all costs of court and attorney's fees incidental
thereto, arising out of or resulting from the undertakings
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specified and referred to in the preceding paragraphs hereof by Lessee, any
subcontractor thereof, anyone directly or indirectly employed by either of them,
or anyone whose acts, errors or omissions any of them may be liable, which are
caused in whole or in part by any error, omission or act of any of them.
In a like manner, it is understood and agreed that Lessor shall indemnify
and hold harmless Lessee, and each and all of the officers, agents, servants and
employees of Lessee, from and against all claims and causes of action, damages,
losses and expenses, including all costs of court and attorney's fees incidental
thereto, arising out of or resulting from the operations of Lessor upon said
Airport Facilities, or anyone directly or indirectly employed it, or anyone
whose acts, errors or omissions any of them may be liable, which are caused in
whole or in part by any error, omission or act of any of them; excepting,
however, any of those acts, errors or omissions set forth and specified in the
preceding paragraph hereof.
In connection with the obligations assumed by Lessee in the first paragraph
of this Section, it is understood and agreed that in the event Lessor permits or
agrees to permit third parties (other than those owning or operating aircraft
exempted by said ADAP grant and Lessee's customers or guests) regular use
(defined as aircraft parking by tenants on the airport or otherwise for in
excess of three hours on any four days during any calendar month or four
aircraft touchdowns from flight during any calendar month) of any facility
within the area described in Exhibits A and C, Lessor shall impose (and,
periodically, based on subsequent experience, adjust the amount of) uniform use
fees which are sufficiently large to offset and reasonably anticipated increases
in maintenance costs attributable to such third party use (but in no event above
the levels which are competitive with those charged by similar airports in North
and Central Texas for similar airport use). In determining the amount of such
use fees, Lessor shall have the right of examining relevant portions of Lessee's
books and records, and such examination may only be conducted by Lessor's
Director of Finance or a Certified Public Accountant (as designated by Lessor)
having no conflict of interest with any such third party. It is understood and
agreed that Lessor will use all due diligence (and Lessee will cooperate with
Lessor as needed) in seeking and obtaining federal and state assistance to
perform major renovation and/or upgrading of facilities on said tract provided
local matching funds are made available by Lessor's Governing Body or are made
available to said Governing Body by others. Lessee shall have the
responsibility for collecting any use fees charged hereunder and depositing the
same in the Construction Fund.
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It is further agreed that in case a building, buildings or other
improvements are located on the land described in Exhibits A and B, the
provisions of this paragraph shall control if the same are destroyed or damaged
by fire, the elements or other disaster and for which insurance coverage is in
effect as provided for in this Lease, or for which a third party shall have
provided insurance coverage, Lessor, at the option of Lessee, will authorize the
replacement or repair of said buildings or improvements, the same to be paid for
out of the proceeds of the insurance as aforesaid, and the monthly rental will
be proportionately abated with respect to the buildings or improvements, which
Lessee is deprived of use for and during the period of disuse and pending their
repair or replacement. Should buildings or other improvements be destroyed as
aforesaid so as to make the premises, as a whole, unsuitable for Lessee's
continued occupancy, Lessee may at such time cancel the herein Lease and
thereafter all rights to Lessee's possession thereof shall at once cease and
this lease shall terminate as to both parties.
It is further agreed that Lessor will consider assuming the maintenance of
Tract C, insofar as the same involves painting, striping, poisoning and mowing,
Lessee will assist Lessor in the updating of the airport layout plan
required under the provisions of Paragraph 25 of Part V of said FAA Form
5100-100, and will not make or permit the making of any changes or alterations
in said airport or any of its facilities other than in conformity with such
airport layout plan as so approved by the Federal Aviation Administration, if
such changes or alterations might adversely affect the safety, utility or
efficiency of said airport.
SECTION 1.23 PROVISIONS FOR TESTING
The provisions of this Section shall be subordinate to the provisions of
any existing or future agreement entered into between the Lessor and the United
States to obtain Federal aid for the improvement or operation and maintenance of
the airport.
It is specifically understood and agreed that nothing herein contained
shall be construed as granting or authorizing the granting of an exclusive right
within the meaning of Section 308a of the Federal Aviation Act.
The Lessor reserves the right to take any action it considers necessary to
protect the aerial approaches of the airport against obstruction, together with
the right to prevent the Lessee from erecting, or permitting to be erected, any
building or other structures on the airport which, in the opinion of the Lessor,
would limit the usefulness of the airport or constitute a hazard to aircraft.
Lessee shall have the right to utilize the public air opera-
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tions area in said Base Facilities in conjunction with the public, generally,
for flight operations, aeronautical testing, electronic testing and other
aviation related activities subject, however, to the same regulations,
requirements and limitations lawfully imposed upon the public.
In conjunction with its normal operations, Lessee shall have the right to
temporarily obstruct for aircraft electronic testing or aircraft launch
purposes, one of the runways or the North or South portion of the North-South
parallel taxiway in said Base Facilities provided that during such periods the
tower is manned and operating and provided the runway or taxiway is
appropriately marked as obstructed, safety requirements of FAA and good practice
are implemented, and (in the case of a runway) an alternate runway is available
for aircraft traffic. Lessee agrees to remove obstructions at all times said
runway is not needed for launching purposes.
Lessor agrees to use its best efforts to obtain governmental assistance in
funding construction to extend the parallel taxiway to the physical ends of the
North-South runway, including holding and launch pads at each end. At such time
as the aforementioned improvements are completed, Lessee agrees to keep the
parallel taxiway area free from obstructions and until such time Lessee agrees
to mark and/or light such obstructions in accordance with FAA recommendations.
Lessor shall not perform or suffer performance of any act on land in the
Base Facilities owned or controlled by Lessor which would unreasonably
interfere, or can be reasonably expected to interfere with, Lessee's said
electronic or aviation operations in said Base Facilities.
Lessor shall utilize said Tract only in a manner compatible with normal
airport uses.
THE FOLLOWING PARTS AND SECTIONS ARE IN ADDITION TO THE 1977 LEASE
AGREEMENT AND AMENDMENT #1 THERETO AND ARE INCORPORATED THEREIN BY REFERENCE.
ALL PARTS AND SECTIONS OF THE 1977 LEASE AGREEMENT AND AMENDMENT #1 THERETO NOT
MODIFIED HEREBY REMAIN IN FULL FORCE AND EFFECT.
PART VIII.
SECTION 8.1 FACILITY IMPROVEMENTS
Effective as of the date of this Amendment the Lessor hereby leases and
rents and Lessee hereby hires and takes for its use those Facility Improvements
to the premises more fully described on Exhibit H attached hereto. Such
Facility Improvements are generally described as asphalt overlays of certain
ramps, roads and parking lots. In addition, such Facility Improvements include
the application of foam/diathon to the roofs of existing buildings on the
premises.
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The initial term of the tenancy created under this Part VIII. of this
Agreement shall expire on August 31, 1991. Lessee shall have the option to
renew such term for a period, during the time that the property tenancy created
in Part I. of this Agreement is in effect ending August 31, 2006. During such
renewal period, the Ground Rent specified in Section 1.3 shall also be the
Ground Rent for the Facility Improvements covered by this Part VIII. of this
Agreement. Lessee shall not be deemed to have exercised the foregoing option
unless notice of the exercise of the option has been received not less than
sixty (60) days before the expiration of the initial term and thereafter such
notice has been received not less than sixty (60) days before any extension
under said option.
SECTION 8.2 NET RENT
For and in consideration of Lessor's adding the Facility Improvements under
this Part VIII. and Lessee's enjoyment of additional rights pursuant to the
provisions of this Part VIII. cumulative of and in addition to all other
rentals, fees or payments for which Lessee is obligated to pay Lessor under
Part I. of this Agreement. Lessee further agrees to pay Lessor additional
rentals known as "Net Rent" as follows:
1. A monthly rental of $30,000 per month commencing on the effective date
of this Amendment with a like installment due on the same day of each month
thereafter through December l, 1980.
2. Commencing on January 1, 1981, the Net Rent shall be $60,000 per month
with a like installment due and payable on the same day of each month thereafter
through December 1, 1981.
3. Commencing on January 1, 1982, the Net Rent shall be $35,000 per month
with a like installment due and payable on the same day of each month thereafter
through September 1, 1983.
Lessor and Lessee agree that all payments received by Lessor pursuant to
this Part VIII. shall be deposited in the Airport Construction Fund and that
Lessor and Lessee will meet each year to evaluate the need for any adjustment in
the amount of both payments in order that such payments are sufficient to fund
all Facility Improvements and to retire all special purpose airport improvements
bonds issued in 1966 through 1969 by the end of the term of this Lease, August
31, 1991. Lessor and Lessee shall take into consideration the appropriate
Interest and Sinking Fund of the Lessor including its earnings and the earnings
of the Airport Construction Fund.
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SECTION 8.3 FACILITY IMPROVEMENTS CONSTRUCTION
Lessor agrees that from time to time within a three-year period from the
date of this Amendment it shall make the Facility Improvements more fully
described in Exhibit H attached hereto to the premises. The parties estimate
that the total cost of the Facilities Improvements is approximately $1,752,000.
Lessor shall not be required to expend funds above this estimated amount.
Lessor and Lessee agree that in the event Lessor does not expend the estimated
amount, then the Net Rent provided for above shall be reduced by the difference
between the actual cost of construction and said estimate. This reduction shall
first be applied pro rata to the installment payments due for the period of
January 1, 1982 through September 1, 1983. Should further reduction be
required, then the reduction shall be applied pro rata to the monthly
installments due for the period of January 1, 1981 through December 1981.
Should further reductions be required, then such reduction shall be applied pro
rata to the installments due from the effective date of this Amendment through
December 1, 1980.
SECTION 8.4 TITLE TO FACILITIES IMPROVEMENTS AND LESSOR
The parties hereby confirm and agree that title to the Facilities
Improvements (or any portion thereof) which may be constructed on or after the
date of this Amendment is vested in Lessor subject to Lessee's possessory rights
and that title to any such facilities (or any portions thereof) which may be
constructed or completed after the date of this Agreement shall vest in Lessor
as the same are affixed to the land, subject to such possessory rights of
Lessee.
SECTION 8.5 CONSTRUCTION OF FACILITIES IMPROVEMENTS,
CONDEMNATION OF FACILITIES IMPROVEMENTS
The provisions of Section 1.18 or 1.20 shall control where all or
substantially all of the Facilities Improvements are (1) destroyed by an insured
casualty or (2) taken under color of governmental authority in the exercise of
the power of eminent domain.
SECTION 8.6 PROVISIONS OF PART I. MADE APPLICABLE
Except as to the terms of the Lease and renewals thereof (contained in
Section 8.1) all of the provisions of Part I. of
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this Agreement shall also be applicable to the Facilities Improvements and for
the purposes of Part I. the same shall also be considered as Maintenance
Facilities thereunder upon completion of the Facilities Improvements whichever
shall first occur.
SECTION 8.7 CONSTRUCTION FUND
All payments received by Lessor under this Part VIII. shall be deposited in
a Construction Fund with the City's depository bank.
Disbursements from the Construction Fund and investment of moneys therein,
pending the use thereof for authorized purposes, shall be governed by an escrow
agreement by and between the City and the depository bank. The mayor is hereby
authorized and directed to execute an appropriate escrow agreement, which shall
be subject to approval by the City Attorney and the Lessee, which agreement
shall be in customary terms and:
(1) not be in conflict with any provisions of this Agreement; and
(2) provide:
(a) funds may be disbursed only for the purpose of paying the cost of
construction and acquisition of the Additional Maintenance
Premises and Facilities Improvements until all such costs have
been paid, and then as provided in this instrument.
(b) funds may be disbursed upon approval of the same by a
representative of the Lessor and Lessee; that the representative
of the Lessor shall be the person acting as the City Manager of
the City of Greenville, Texas.
(3) no change order may be executed, during the construction of the
project, which increases the amount of any contract to be paid by the City
unless the same has been approved by the City Council; nor shall any payment be
made under any contract until such contract has been approved by the City
Council.
SECTION 8.8 PLANS AND SPECIFICATIONS, APPROVALS, CONSTRUCTION
CHANGES, CONTRACTS
(a) The Facilities Improvements shall be acquired, constructed, installed,
fabricated and equipped in accordance with
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plans and specifications; approved by the City and the Lessee.
Lessee shall prepare final plans and specifications of the Facilities
Improvements, which shall be submitted by Lessee to the City for approval, and
construction shall be substantially in accordance with such plans and
specifications as may be approved by the City with such changes as may be
reasonably requested by Lessee and approved by the City.
(b) Upon completion of the final plans and specifications of the
Facilities Improvements and approval of the same, bids will be taken by the City
for construction, acquisition, and/or fabrication of the Facilities Improvements
based on such plans and specifications. Following the receipt of bids from
responsible bidders, the City and Lessee will consider and approve such bids,
and contracts will then be awarded by the City to install, construct, fabricate
and equip the Facilities. Lessee may, with the City's prior approval, enter
into contracts for the design work and for the preparation of the preliminary
and final plans and specifications for the Facilities Improvements prior to the
time that proceeds from the sale of the Bonds are available.
(c) Whenever approval of either the City or Lessee is required in this
Section 8.8, such approval shall not be unreasonably withheld by either the City
or the Lessee; provided, however, nothing herein shall be construed as requiring
the City to undertake any such project.
(d) Contracts relating to the construction, acquisition, equipping,
fabrication or installation (or purchases in connection therewith) of the
Facilities Improvements shall include appropriate provisions for expediting the
work and for performance and payment bonds so as to assure completion by
specified performance dates and to protect the Facilities Improvements against
liens, such bonds to name the City as the beneficiary thereof.
(e) All necessary approvals from governmental agencies shall be obtained
prior to acquiring, constructing, fabricating, equipping or installing the
Facilities, and such improvements shall be acquired, constructed, fabricated,
equipped or installed in compliance with all state and local laws, ordinances
and regulations applicable thereto. Upon completion of the Facilities
Improvements, all required occupancy permits and authorizations from appropriate
authorities contemplated by Lessee shall be obtained by Lessee. All changes,
alterations,
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extras or additions (hereinafter in this subsection (e) called "changes") to or
from and contracts or purchase orders executed or entered into pursuant to the
provisions of this Article VIII. shall be approved in advance by the parties
hereto. All requests, approvals and agreements required shall be in writing and
signed by a duly designated representative of the party making such request,
granting such approval or entering into such agreement. All changes to the
Facilities Improvements may be made after consultation with and approval by the
Lessee.
This Amendment #2 is executed as of the date first shown on page one of
this Amendment.
ATTEST: CITY OF GREENVILLE
/s/ Irene Wilson /s/ William F. Elkins
- ---------------------------- ----------------------------
City Clerk Mayor
APPROVED AS TO FORM:
/s/ Debra Adami
- ----------------------------
City Attorney
ATTEST: E-SYSTEMS, INC.
/s/ Joe D. Reynolds /s/ A. L. Lawson
- ---------------------------- ----------------------------
Assistant Secretary Vice President
THE STATE OF TEXAS )
)
COUNTY OF HUNT )
BEFORE ME, the undersigned authority in and for Hunt County, Texas, on this
day personally appeared A. L. Lawson of E-SYSTEMS, INC., known to me to be the
person whose name is subscribed to the foregoing instrument and known to me to
be the Vice-President of E-SYSTEMS, INC., and acknowledged to me that he
executed the same for the purposes and consideration therein expressed and in
the capacity therein stated as the act and deed of E-SYSTEMS, INC.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 2nd day of
February, 1981.
/s/ Betty English
-------------------------------
Notary Public, State of Texas
THE STATE OF TEXAS )
)
COUNTY OF HUNT )
BEFORE ME, the undersigned authority in and for Hunt County, Texas, on this
day personally appeared WILLIAM F. ELKINS, of the City of Greenville, Texas,
known to me to be the person whose name is subscribed to the foregoing
instrument and known to me to be the Mayor of the City of Greenville, Texas, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed and in the capacity therein stated as the act and deed of the
city of Greenville, Texas.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 2nd day of
February, 1981.
/s/ Irene Wilson
--------------------------------
Notary Public, State of Texas
AMENDMENT #1
TO 1977 LEASE AGREEMENT
THIS AMENDMENT #1 OF AGREEMENT OF LEASE dated as of October 15, 1980
between the CITY OF GREENVILLE, TEXAS, a municipal Corporation of the State of
Texas (herein referred to, as "Lessor"), and E-SYSTEMS, INC., a Delaware
corporation (herein referred to as "Lessee");
W I T N E S S E T H:
WHEREAS, Lessor owns and operates an airport in Hunt County, Texas known as
Majors Field (herein referred to as the "Airport");
WHEREAS, Lessor and Lessee have entered into a Lease Agreement as of
October 1, 1977, with respect to certain premises at the Airport (herein
referred to as the "Lease" or "Lease Agreement";
WHEREAS, E-Systems desires to have Lessor construct additional improvements
on said premises and extend the initial term of the Lease;
WHEREAS, Lessor has agreed to construct said improvements and to extend the
term of said Lease provided that the ground rental of the premises is increased
to 4,000 per month.
NOW, THEREFORE, the Parties hereto, for and in the consideration of the
mutual covenants herein contained agree to amend the 1977 Lease Agreement dated
as of October 1, 1977 as set forth below.
All references to parts and section numbers for Parts I. and II. shall be a
reference to that section number of that part contained in the 1977 Lease
Agreement and said sections are hereby amended in their entirety to provide as
set forth below. All sections and parts of the Lease Agreement not modified
hereby remain in full force and effect.
PART I.
AIRCRAFT MAINTENANCE PREMISES
SECTION 1.2 TERM
The initial term of the tenancy created under this Part I. shall commence
on October 1, 1977 and shall expire on August 31, 1991. Lessee shall have the
option to renew such term for three consecutive five-year terms on the same
terms and conditions, except for such right of renewal and except that during
each such renewal term Lessee shall pay the ground rental only
as provided in Section 1.3 hereof. Lessee shall not be deemed to have exercised
the foregoing option unless notice of the exercise of the option has been
received not less than sixty (60) days before the expiration of the initial term
and thereafter such notice has been received not less than sixty (60) days
before the expiration of any extension of the term of this Lease under said
option.
SECTION 1.3 RENTAL
(a) Commencing on November 1, 1977 and continuing until December 31, 1980,
Lessee shall pay Ground Rental for the Maintenance Premises in monthly
installments of $30,725 as Ground Rent, and thereafter from January 1, 1981
through August 31, 1991 (and any Lease extensions) the Lessee shall, pay as
Ground Rental for the Maintenance Premises in monthly installments of $725 as
Ground Rent.
(b) In the event Lessor shall issue revenue bonds and using the proceeds
thereof, shall reimburse Lessee its costs as approved by Lessor which were
incurred in the construction of improvements on the additional maintenance
premises, provision for debt service on such bonds through payment by Lessee of
additional rental shall be as provided in Part II. of this Agreement.
(c) In the event Lessor shall issue revenue bonds and using the proceeds
thereof shall reimburse Lessee its costs as approved by Lessor which were
incurred in the construction of Engineering Building 113, provision for debt
service on such bonds through payment by Lessee of additional rental shall be as
provided in, Part VII. of this Agreement.
PART II.
SECTION 2.1 LEASE OF ADDITIONAL MAINTENANCE PREMISES
Effective as of October 1, 1977 (but subject to the provisions of Section
2.17 hereof), the Lessor hereby leases and rents and Lessee hereby hires and
takes for its exclusive use those certain premises indicated as Building 136B,
108 and 116 on Exhibit E attached hereto, consisting of an area of approximately
108,250 square feet and the improvements thereon or to be constructed thereon
such premises and improvements being in this part referred to as "Additional
Maintenance Premises" which are further described in the legal description set
forth in Exhibit E.
The initial term of the tenancy under this Part II. of this Agreement shall
expire on August 31, 1991 Lessee shall have the option to renew such term for a
period, during the
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time that the property tenancy created in Part I. of this Agreement is in
effect, ending August 31, 2006. During such renewal period, the ground rent
specified in Section 1.3 shall also be the ground rent for the property covered
by Part II. of this Agreement. Lessee shall not be deemed to have exercised the
foregoing option unless notice of exercise of the option has been received not
less than sixty (60) days before the expiration of the initial term and
thereafter such notice has been received not less than sixty (60) days before
any extension under said option.
THE FOLLOWING PARTS AND SECTIONS ARE IN ADDITION TO THE PARTS AND SECTIONS
OF THE 1977 LEASE AGREEMENT AND ARE INCORPORATED THEREIN BY REFERENCE. ALL
PARTS AND SECTIONS OF THE 1977 LEASE AGREEMENT NOT MODIFIED HEREBY REMAIN IN
FULL FORCE AND EFFECT.
PART VII.
SECTION 7.1 LEASE OF ENGINEERING BUILDING 113
Effective as of the date hereof, (but subject to the provisions of Section
7.15 hereof) the Lessor hereby leases and rents and Lessee hereby hires and
takes for its exclusive use those certain premises indicated on Exhibit F
attached hereto, consisting of an area of approximately 16,000 square feet, and
the improvements to be constructed thereon, such premises and improvements being
in this Part referred to as "Engineering Building" or "Facilities" which is
further described in the description set forth in Exhibit G.
The initial term of the tenancy created under Part II. of this Agreement
shall expire on August 31, 1991. Lessee shall have the option to renew such
term for a period, during the time that the property tenancy created in Part I.
of this Agreement is in effect, ending August 31, 2006. During such renewal
period, the Ground Rent specified in Section 1.3 shall also be the Ground Rent
for the property covered by Part VII. of this Agreement. Lessee shall not be
deemed to have exercised the foregoing option unless notice of the exercise of
the option has been received not less than sixty (60) days before the expiration
of the initial term and thereafter such notice has been received not less than
sixty (60) days before any extension under said option.
SECTION 7.2 ENGINEERING BUILDING
The Engineering Building consists of that land and improvements and
structures to be located on the land described in Exhibit F subject to the
provisions of Section 7.15 hereof, the parties mutually agree that Lessor shall
proceed to issue and deliver its Revenue Bonds in the principal sum of
$1,000,000 to
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provide for the cost of the construction of the improvements which constitute
the Engineering Building. The proceeds of the sale of such Bonds shall be
employed in the manner sat forth in this Part and under the provisions of the
ordinance authorizing such Bonds (hereafter called Bond Ordinance) it being the
intent of the parties that said proceeds shall be used in accomplishing
financing of the intended Facilities including all improvements related or
incidental thereto, as contemplated by the plans and specifications heretofore
approved by Lessor and Lessee, including, further, reasonable items for
contingencies, architectural and engineering fees, expenses of issuance of
Bonds, fees of the fiscal agent retained to consult with the parties and arrange
for the sale of the Bonds.
SECTION 7.3 ACCEPTANCE OF COVENANTS
It is understood that upon the authorization of the issuance of Bonds, the
Lessor, by approving the Bond Ordinance shall signify not only acceptance and
final approval of these presents but also complete acceptance, awareness and
final approval of the terms and conditions of said Bond Ordinance and the Bonds
therein prescribed. By its acceptance Lessee acknowledges that the covenants of
the Bond Ordinance constitute contractual arrangements between Lessor and the
purchasers of the Bonds. It is further understood that Lessor, the purchasers
of the Bonds and all others concerned in any manner with their issuance and the
securities supporting them may rely upon certified copy of said resolution of
Lessee's Board of Directors as conclusive evidence of Lessee's approval and
acceptance hereof and the terms and conditions of said Bond Ordinance and the
Bonds therein prescribed.
Based upon such approvals of Lessee, Lessor agrees to do all things
required by law and these presents to issue the Bonds and make delivery thereof
to the purchasers in accordance with the terms of sale as promptly as
practicable. Lessee understands that upon delivery of the Bonds to the
purchasers the requirements for payment of Net Rent provided in Section 7.5
hereof shall be effective as specified without acknowledgement or other action
on the part of Lessee or Lessor.
SECTION 7.4 BOND PROCEEDS
A. The proceeds from the sale of the Bonds shall be deposited in the
Series 1980 Construction Fund (hereinafter referred to as "Construction Fund"),
except the (1) accrued interest which shall be deposited in the Interest and
Sinking Fund and $ -O- shall be deposited in the Reserve Fund. From the bond
proceeds Lessor shall make payments as required for outlays in the acquisition
and construction of the Engineering Building including redemption, payment and
discharge of interim financing obligations. All items for which Lessee may seek
reimbursement
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and all such further expenditures required to complete the Engineering Building
and make payment therefor shall be approved for payment by the City Council of
Lessor only upon approval and recommendation for payment by Lessor's City
Manager.
B. Any and all amounts which may remain from the proceeds of the sale of
the Bonds after all the aforementioned obligations have been discharged thereby
shall be used, to the nearest multiple of $5,000, for the purchase and
redemption of Bonds of said Series in the open market or, of no bonds available
at a reasonable price any remaining proceeds shall be transferred into the
Interest and Sinking Fund provided for in said Bond Ordinance.
7.5 NET RENT
A. For and in consideration of Lessor's performance of its obligations
hereunder and Lessee's enjoyment of its rights pursuant to the provisions
hereof, cumulative of and in addition to all other rentals, fees or payments for
which Lessee is obligated to Lessor under Part I. of this Agreement, Lessee
further agrees to pay Lessor additional rentals known as "Net Rent" as follows:
(1) On or before the 15th day of January 1981, and on or before the
15th day of each month thereafter, a sum of money equal to (a) one-sixth of
the interest installment next to become due on the Bonds; and (b)
one-twelfth of the amount of principal to become due on the next succeeding
principal maturity date; and (c) the amount, if any, required to be
deposited in the Reserve Fund by Section 14 of the Bond Ordinance.
(2) On the first day of the month next preceeding an interest payment
date, the Lessor shall render a bill for charges as may be imposed on
Lessor by the paying agent or agents performing such services under such
Bonds and any other expense necessary and incident to the payment thereof
and such amount shall be paid by the Lessee within 15 days.
For the convenience of the parties a schedule of Bond requirements referred to
in subparagraph (1) above is to be attached hereto and marked "Attachment B"
when Bonds are issued as contemplated by Section 7.2 hereof. It is provided,
however, if at any time Lessor or any successor to Lessor, with its own funds or
with funds available to it from sources other than Net Rent, shall prepay and
retire or make cash provision for the payment and retirement of any or all of
the Bonds, or shall deliver to the holders of the Bonds or any part thereof
other and different Bonds of the Lessor or of its successor in exchange for such
Bonds so that no payment of principal and interest shall be due
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on all or such part of the Bonds, Lessee shall, nevertheless, make payments of
Net Rent under this Section at the same times and in the same amounts as would
be payable under such Section if the Bonds were still due and outstanding and
were bearing interest in the normal course of their maturities.
SECTION 7.6 PAYMENT OF RENTAL
A. Net Rent shall be paid without further notice or billing.
The Lessee shall in no way be responsible for the application by Lessor of
such Net Rent made by Lessee.
B. Lessee may tender Lessor Bonds of the issue herein referred to
(provided all unmatured interest coupons are attached) for application on
amounts otherwise required to be paid by Lessee as Net Rent under the provisions
hereof. In such event, Lessor shall cancel such tendered Bonds and credit Lessee
(i) for the face value of such Bonds in each of the billings which would
otherwise reflect amounts needed to retire the principal thereof had they
remained outstanding and (ii) for all interest which would have accrued on such
tendered Bonds to maturity had they remained outstanding.
C. It is the intention of the parties that the Net Rent payable by Lessee
shall be equal to the amount necessary to enable Lessor to establish and
maintain a Reserve Fund and to enable Lessor to retire the Bonds as they mature,
together with interest thereon as it accrues, and together with the expenses
related thereto, at no cost to Lessor and it is acknowledged by Lessee that the
Bonds will be purchased in reliance upon the unconditional obligation of the
Lessee to pay Net Rent once such Bonds are issued and become outstanding; that
regardless of any other provision in this Agreement, Lessee shall on the dates
indicated on Attachment B make payments to the Lessor in the amount of such Net
Rent until the Bonds have been paid and retired, and no default by the Lessor
shall excuse performance by the Lessee of this obligation. It is provided,
however, that nothing contained in this Section shall be construed to release
the Lessor from the performance of any of the agreements on its part contained
in this Lease, and in the event the Lessor shall fail to perform any of such
agreements, the Lessee may institute such action against the Lessor as the
Lessee may deem necessary to compel performance or recover its damages for
nonperformance and may pursue any other lawful remedy, so long as such action
shall not do violence to the agreement of Lessee to pay the Net Rent hereunder
in the amounts and at the time stated.
SECTION 7.7 APPLICATION OF NET RENT TO PAYMENT OF BONDS
A. Lessor agrees to provide a special fund for the Bonds
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into which all payments received from Lessee as Net Rent (under Sinking Fund and
the Reserve Fund as required by the Bond Ordinance and used for no purpose other
than for the payment, security, retirement and redemption of such Bonds, and
interest thereon, or bonds issued on a parity therewith in accordance with the
terms and provisions of the Bond Ordinance. All sums received from the
purchasers of the Bonds as accrued interest thereon to date of delivery shall
be placed in the Interest and Sinking Fund and applied in reduction of payments
to be made with respect to the first semiannual interest installment on the
Bonds. Subject
to the provisions of paragraphs B and C of Section 7.6 hereof, any and all
proceeds from the sale of the Bonds which may remain unexpended upon final
completion of the Engineering Building and payment of all proper costs
incidental thereto, shall be transferred to and deposited in the Interest and
Sinking Fund and applied in reduction of next monthly rental payment or payments
otherwise required of Lessee following such transfer of funds.
B. Any and all payments received by Lessor from Lessee as Net Rent shall
be irrevocably pledged to and shall be deposited in the Interest and Sinking
Fund established by the Bond Ordinance. Any and all payments received as Reserve
Fund payments shall be deposited in the Reserve Fund.
C. It is agreed that the official depository of Lessor shall be the
custodian of the Interest and Sinking Fund and that prior to each principal and
interest maturity date it shall be the duty of Lessor to withdraw from said fund
and place with the paying agent bank money sufficient in the amount to pay the
principal and interest installments which will be due on such maturity date.
SECTION 7.8 SECURITY FOR FUNDS
All amounts deposited into the Interest and Sinking Fund and Reserve Fund
for the payment and security of Bonds and additional bonds shall be kept
separate and apart from all other City funds and continuously secured by valid
pledge of direct obligations of or obligations unconditionally guaranteed by the
United States of America having a par value, or market value when less than par,
exclusive of accrued interest, at all times at least equal to the amount of
money deposited in said fund to the extent the same are not covered by F.D.I.C.
insurance or secured as trust fund deposits. All sums of money deposited in
said funds shall be held as a trust fund for the benefit of the holders of the
Bonds and additional bonds, the beneficial interest in which shall be regarded
as existing in such bondholders.
SECTION 7.9 TITLE TO FACILITIES IN LESSOR
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The parties hereby confirm and agree that title to the Engineering Building
(or any portion thereof) which may be constructed on or before the date of this
Agreement is vested in Lessor subject to Lessee's possessory rights and that
title to any such facilities (or any portions thereof) which may be constructed
or completed after the date of this Agreement shall vest in Lessor as the same
are affixed to the land, subject to such possessory rights of Lessee.
SECTION 7.10 DESTRUCTION OF PREMISES, CONDEMNATION OF PREMISES
During the time any Bonds or obligations issued by the City payable from
any revenues obtained by reason of this Agreement (herein sometimes referred to
as "Additional Bonds") are outstanding then as to the Engineering Building, the
provisions of this Section (and not Section 1.18 or 1.20) shall control where
all or substantially all of the Engineering Building are (1) destroyed by an
insured casualty or (2) taken under color of governmental authority in the
exercise of the power of eminent domain.
Where this Section applies, the Leasee may elect whether the insurance or
condemnation proceeds will be applied (1) to the reconstruction or relocation of
the Engineering Building or (2) applied to the payment and retirement of Bonds
or Additional Bonds provided that if such proceeds and the amount then on hand
in the funds created for the benefit and payment of the Bonds and Additional
Bonds are not sufficient to finally pay such obligations, the Leasee shall
forthwith pay the deficiency into the Interest and Sinking Fund created for the
security of the Bonds and Additional Bonds.
In no event shall the destruction of or condemnation of all or any part of
the Engineering Building or any other event cause a change or reduction in the
obligation of the Leasee to pay Net Rent in an amount adequate to pay the
principal of, interest on, the Reserve Fund requirements and the fees of the
paying agent with respect to the Bonds and Additional Bonds.
SECTION 7.11 PROVISIONS OF PART I. MADE APPLICABLE
Except as to the terms of the lease and renewals thereof (contained in
Section 7.1) and the provisions relating to insurance and condemnation (as
contained in Section 2.11) - which provisions shall always control as to the
Engineering Building while Bonds are outstanding, all of the provisions of Part
I. of this Agreement shall also be applicable to the Engineering Building and
for the purposes of Part I., the same shall also be considered as Maintenance
Facilities thereunder upon completion of the Engineering Building or their
occupancy by the Lessee, whichever shall first occur.
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SECTION 7.12 CONSTRUCTION FUND
All proceeds of Bonds or additional bonds not required by the ordinance
authorizing their issuance or the other provisions of Part VII. of this
Agreement to be deposited in some other fund or funds, shall be deposited in the
Construction Fund with the City's depository bank.
Disbursements from the Construction Fund and investment of moneys therein,
pending the use thereof for authorized purposes, shall be governed by an escrow
agreement by and between the City and the depository bank. With respect to the
Bonds, the Mayor is hereby authorized and directed to execute an appropriate
escrow agreement, which shall be subject to approval by the City Attorney and
the Lessee, which agreement shall be in customary terms and:
(1) not be in conflict with any provisions of the Bond Ordinance or this
Agreement; and
(2) provide:
(a) funds may be disbursed only for the purpose of paying the cost of
construction and acquisition of the Engineering Building until the costs to
be provided by the bond proceeds have been paid, and then as provided in
this instrument and the Bond Ordinance.
(b) funds may be disbursed upon approval of the same by a
representative of the Lessor and Lessee; that the representative of the
Lessor shall be the person acting as the City Manager of the City of
Greenville, Texas.
(3) no change order may be executed, during the construction of the
project, which increases the amount of any contract to be paid by the City
unless the same has been approved by the City Council; nor shall any payment be
made under any contract until such contract has been approved by the City
Council.
SECTION 7.13 PLANS AND SPECIFICATIONS, APPROVALS, CONSTRUCTION, CHANGES,
CONTRACTS
(a) The Engineering Building Facilities shall be acquired, constructed,
installed, fabricated and equipped in accordance with plans and specifications
approved by the City and the Lessee.
Lessee shall prepare final plans and specifications of the Facilities,
which shall be submitted by Lessee to the City for approval, and construction
shall be substantially in accordance with such plans and specifications as may
be approved by the
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City with such changes as may be reasonably requested by Lessee and approved by
the City.
(b) Upon completion of the final plans and specifications of the
Facilities and approval of the same, bids will be taken by the City for
construction, acquisition, and/or fabrication of the Facilities based on such
plans and specifications. Following the receipt of bids from responsible
bidders, the City and Lessee will consider and approve such bids, and contracts
will then be awarded by the City to install, construct, fabricate and equip the
Facilities. Lessee may, with the City's prior approval, enter into contracts
for the design work and for the preparation of the preliminary and final plans
and specifications for the Facilities prior to the time that proceeds from the
sale of the Bonds are available.
(c) Whenever approval of either the City or Lessee is required in this
Section 7.13, such approval shall not be unreasonably withheld by either the
City or the Lessee; provided, however, nothing herein shall be construed as
requiring the City to undertake any such project.
(d) Contracts relating to the construction, acquisition, equipping,
fabrication or installation (or purchases in connection therewith) of the
Facilities shall include appropriate provisions for expediting the work and for
performance and payment bonds so as to assure completion by specified
performance dates and to protect the Facilities against liens, such bonds to
name the City as the beneficiary thereof.
(e) All necessary approvals from governmental agencies shall be obtained
prior to acquiring, constructing, fabricating, equipping or installing the
Facilities, and such improvements shall be acquired, constructed, fabricated,
equipped or installed in compliance with all state and local laws, ordinances
and regulations applicable thereto. Upon completion of the Facilities, all
required occupancy permits and authorizations from appropriate authorities
contemplated by Lessee shall be obtained by Lessee. All changes, alterations,
extras or additions (hereinafter in this subsection (e) called "changes") to or
from and contracts or purchase orders executed or entered into pursuant to the
provisions of this Article VI. shall be approved in advance by the parties
hereto. All requests, approvals and agreements required shall be in writing and
signed by a duly designated representative of the party making such request,
granting such approval or entering into such agreement. All changes to the
Facilities may be made after consultation with and approval by the Lessee.
(f) It is expressly agreed and understood that the City will not and shall
not be required to expend any of the proceeds of the Bonds for any purposes, or
in any amounts which are contrary to the terms of the Bond Ordinance.
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SECTION 7.14 INSUFFICIENCY IN FUNDS
In the event the proceeds from the sale of the Bonds are insufficient to
pay Construction Costs in full, then the Lessee shall pay the amount of the
insufficiency.
SECTION 7.15 EFFECTIVENESS OF PART VII.
This Part VII. shall be effective from and after the date the Revenue
Bonds (contemplated in Section 7.2 hereof) are sold by the Lessor.
In the event additional facilities are to be hereafter constructed (as
contemplated by Section 2.14) the approval of the Lessee of the interest rates
and other terms and conditions thereof shall be approved by the Vice President
of the Lessee.
ATTEST: CITY OF GREENVILLE
/s/ Irene Wilson /s/ William F. Elkins
- ---------------------------- ----------------------------
City Clerk Mayor
APPROVED AS TO FORM:
/s/ Debra Adami
- ----------------------------
City Attorney
ATTEST: E-SYSTEMS, INC.
/s/ Joe D. Reynolds /s/ A. L. Lawson
- ---------------------------- ----------------------------
Assistant Secretary Vice President
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STATE OF TEXAS )
COUNTY OF HUNT )
BEFORE ME, the undersigned authority in and for Hunt County, Texas, on this
day personally appeared A. L. Lawson of E-SYSTEMS, INC., known to me to be the
person whose name is subscribed to the foregoing instrument and known to me to
be the VICE PRESIDENT of E-SYSTEMS, INC., and acknowledged to me that he
executed the same for the purposes and consideration therein expressed and in
the capacity therein stated as the act and deed of E-SYSTEMS, INC.
GIVEN UNDER MY HAND AND SEAL of office this the 2nd day of
February, 1981.
[SEAL]
/s/ Betty English
----------------------------
Notary Public in and for
Hunt County, Texas
STATE OF TEXAS )
COUNTY OF HUNT )
BEFORE ME, the undersigned authority in and for Hunt County, Texas, on this
day personally appeared William F. Elkins of the City of Greenville, Texas,
known to me to be the person whose name is subscribed to the foregoing
instrument and known to me to be the Mayor of the City of Greenville, Texas, and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed and in the capacity therein stated as the act and deed of the
City of Greenville, Texas.
GIVEN UNDER MY HAND AND SEAL of office this the 3rd day of
February, 1981.
[SEAL]
/s/ Irene Wilson
----------------------------
Notary Public in and for
Hunt County, Texas
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1977 LEASE AGREEMENT
THIS AGREEMENT OF LEASE dated as of October 1, 1977, between the CITY OF
GREENVILLE, TEXAS, a municipal corporation of the State of Texas (herein
referred to as "Lessor"), and E Systems, Inc., a Delaware Corporation (herein
referred to as "Lessee");
W I T N E S S E T H:
WHEREAS, Lessor owns and operates an airport in Hunt County, Texas, known
as Majors Field (herein referred to as the "Airport")
WHEREAS, Lessee is engaged in the business of aircraft maintenance and
modification, including the design, manufacture and installation of
communication, navigation and guidance systems for commercial, military and
publicly owned aircraft; and
WHEREAS, Lessor and Lessee have heretofore entered into certain leases
(which are described in Section 6.6) with respect to certain premises at the
Airport which are consolidated, restated and amended by this instrument; and
WHEREAS, it is the intention of the parties that title to any improvements
heretofore or hereafter constructed by Lessee on such lease premises shall vest
in Lessor as the same are affixed to the land and that possession thereof shall
revert to Lessor at the expiration or earlier termination of the several and
separate tenancies created under this agreement; and
NOW, THEREFORE, the parties hereto, for and in consideration of the mutual
covenants herein contained, agree with respect to the several and separate
tenancies hereinafter more particularly identified as follows:
PART I
AIRCRAFT MAINTENANCE PREMISES
SECTION 1.1 PREMISES - DEMISE
(a) Effective as of the date hereof, Lessor hereby leases and rents and
Lessee hereby hires and takes for its exclusive use those certain premises,
indicated as Tracts A & B on Exhibit A attached hereto, consisting of an area of
approximately 534.88 acres, and the improvements thereon, such premises and
improvements being herein collectively referred to as the "Maintenance
Premises", which are further described the legal description set forth in
Exhibit B.
(b) Effective as of the date hereof, Lessor hereby leases and rents and
Lessee hereby hires and takes for its non-exclusive use those certain premises
indicated as Tract C on Exhibit A attached hereto, consisting of approximately
720.02 acres, and the improvements thereon, such premises and improvements being
the runways, aprons, and taxiways being herein collectively referred to as Base
Facilities and further described in the description set forth in Exhibit C.
-1-
(c) The Maintenance Premises and the Base Facilities are collectively
referred to as the Premises. The term Airport includes the Premises as well as
other properties located upon the land within the boundaries set forth in
Exhibit D.
SECTION 1.2 TERM
The initial term of the tenancy created under this Part I shall commence on
the date hereof and expire on August 31, 1981. Lessee shall have the option to
renew such term for three consecutive five year terms on the same terms and
conditions, except for such right of renewal and except that during each such
renewal term Lessee shall pay ground rental only, as provided in Section 1.3
hereof. Lessee shall not be deemed to have exercised the foregoing option
unless notice of the exercise of the option has been received not less than
sixty (60) days before the expiration of the initial term and hereafter such
notice has been received not less than sixty (60) days before any extension
under said option.
SECTION 1.3 GROUND RENTAL
(a) Commencing on the first day of the month immediately following the
execution hereof by both parties, and continuing until December 31, 1980, Lessee
shall pay ground rental for the Maintenance Premises in monthly installments of
$30,725 as Ground Rent, and thereafter from January 1, 1981 through August 31,
1981 (and any lease extensions) the Lessee shall pay as ground rental for the
Maintenance Premises in monthly installments of $725 as Ground Rent.
(b) In the event Lessor shall issue revenue bonds and using the proceeds
thereof shall reimburse Lessee its costs, as approved by Lessor, which were
incurred in the construction of improvements on the Additional Maintenance
premises, provision for debt service on such bonds through payment by Lessee of
additional rental shall be as provided in Part II of this Agreement.
SECTION 1.4 USE OF PREMISES AND AIRPORT
Lessee shall have the exclusive use (subject to the provisions hereof) of
the Maintenance Premises and the non-exclusive use of the Base Facilities.
SECTION 1.5 LESSEE'S IMPROVEMENTS
Lessee shall have the right to construct additional maintenance facilities
on land described in Exhibit B in accordance with the plans and specifications
approved by Lessor, as are appropriate for the use thereof for the purposes
authorized under Section 1.4, above, including aircraft hangar and maintenance
facilities and aircraft and vehicular parking areas.
-2-
SECTION 1.6 ACCESS TO PREMISES
Lessee shall have full and unrestricted access to and egress from the
Maintenance Premises for Lessee, aircraft owned by Lessee, its employees,
passengers, guests, patrons, invitees, suppliers of materials and furnishers of
service, its or their equipment, vehicles, machinery and other property without
charge to Lessee or such other enumerated parties except for such charges to be
paid by Lessee as are expressly provided for in this Part I.
SECTION 1.7 ASSIGNMENT AND SUBLETTING
(a) No assignment or subletting pursuant to this Section 1.7 shall release
Lessee from its obligations under this Part I. Lessee shall have the right to
assign its rights and interest under this Part I to any parent, subsidiary,
affiliated or successor corporation. The consent of Lessor thereto shall not be
required but due notice thereof shall be given Lessor within 60 days after any
such assignment is executed.
The Lessee may assign or sublet to any party (not a parent, subsidiary,
affiliated or successor corporation) of the Maintenance Premises only with the
written consent of the Lessor. Such consent shaLl not be arbitrarily withheld.
(b) Any corporation affiliated with, subsidiary of or successor to Lessee
shall have the right to use the Maintenance Premises in the same manner and to
the same extent as Lessee without the payment of any additional rental, fees or
charges to Lessor therefor.
SECTION 1.8 RULES AND REGULATIONS
Lessor may adopt and enforce reasonable rules and regulations, which Lessee
agrees to observe and obey, with respect to the use of the Base Facilities,
which shall provide for the safety of those using the same; provided that such
rules and regulations shall be consistent with safety and with rules,
regulations and orders of the Federal Aviation Administration with respect to
aircraft operations at the Base Facilities and provided further that such rules
and regulations shall not be inconsistent with the provisions of this Agreement.
SECTION 1.9 NOTICES
Notices provided for in this Agreement shall be sufficient if sent by
registered or certified mail, postage prepaid, addressed, if to Lessor, to City
of Greenville, Attention: City Manager, P. O. Box 1049, Greenville, Texas 75401;
and if to Lessee, to E Systems, Inc., Attention: General Manager, P. O. Box
1056, Greenville, Texas 75401, or to such other respective addresses as the
parties may designate in writing from time to time.
-3-
SECTION 1.10 QUIET ENJOYMENT, USE
Upon and subject to the other terms and provisions hereof and unless a
material default shall have occurred hereunder, the Lessee shall be suffered and
permitted to have peaceful possession and quiet enjoyment of the Premises for
any lawful purpose, incident and related to the Lessee's business operations.
SECTION 1.11 INGRESS AND EGRESS
(a) As to all Premises hereunder, the Lessee and its officers, employees,
invitees, guests, and suppliers of materials and furnishers of services, shall
have the right of free and uninterrupted ingress and egress between the Premises
and any public street or roadway outside the Airport by means of the roadways
leading to and from the Airport.
The use of such roadways within the Base Facilities shall be subject to the
reasonable rules and regulations of the Lessor now in effect or which may
hereafter be promulgated, for the safe and efficient operation of the Base
Facilities. In any event the Lessee and its officers, employees, guests,
invitees, suppliers of materials and furnishers of services shall have at all
times free and unrestricted and uninterrupted vehicular ingress and egress to
and from the Maintenance Premises.
(b) The Lessor may, at any time, temporarily or permanently, close, or
consent to, or request the closing of, any such roadway and any other area
within the Base Facilities presently or hereafter used as such, so long as a
reasonably equivalent means of ingress and egress, as provided above, remains
available to Lessee. Lessee hereby releases and discharges the Lessor, its
successors and assigns, of and from any and all claims, demands or causes of
action Lessee may have against the Lessor by reason of the exercise of any of
the powers reserved to the City under this subsection.
SECTION 1.12 UTILITY SERVICES RELATED TO THE MAINTENANCE PREMISES
(a) Included in the Construction Costs of the Maintenance Premises shall
be all amounts necessary to provide connection costs to Lessor owned and
operated utility services (electric, water and sewer) to the Maintenance
Premises. Lessee will provide at no cost to the Lessor all other utilities
required or desired for the Maintenance Premises. Lessee will pay all bills for
water, light, heat, electricity, sewer, gas and other utility services used on
the Maintenance Premises during the term of this Agreement. Charges for Lessor
owned and operated utilities shall be at the same rates which are charged other
customers in the same classification as Lessee.
(b) No failure to furnish, or no delay or interruption in, any utility
service or services, whether such service or services shall be supplied by the
Lessor or by others, shall relieve or be construed to relieve the Lessee of any
of its obligations hereunder, or shall be construed to be an eviction by the
Lessor, or shall constitute grounds for any diminution or abatement of the
Ground Rent or the Net Rent payable under this Agreement, or grounds for any
claim by the Lessee for damages, consequential or otherwise, except when
resulting from the willful failure of
-4-
the Lessor to furnish or suppLy such services, if any (except where the Lessee
is in default in the payment of rentals). It is provided, however, that nothing
herein shall diminish or abate the requirement herein that Net Rent shall be
paid unconditionally.
(c) Nothing in this Agreement shall be construed as limiting the right of
the Lessor to disconnect or discontinue utility service or services if Lessee
fails to pay the established rates and charges (as contemplated by the paragraph
(a) of this Section) but such remedy shall be in addition to other remedies
provided herein.
SECTION 1.13 CARE, MAINTENANCE AND REPAIRS OF PREMISES
(a) The Lessee shall at all times keep in a clean and orderly condition
and appearance of the Maintenance Premises, and all of the Lessor's fixtures,
equipment and personal property which are located in or upon any part thereof.
(b) The Lessee shall paint, repair, replace or rebuild all or any part of
the Maintenance Premises, interior or exterior, structural or non-structural,
which may be damaged or destroyed. The Lessee shall have the right to apply
available insurance proceeds to such purposes as contemplated by Section 1.18 or
Section 1.19 hereof.
(c) Additionally the Lessee shall take good care of the Maintenance
Premises; shall maintain the same at all times in good condition; shall make all
repairs and replacements inside and outside, ordinary or extraordinary,
structural or otherwise which repairs and replacements by the Lessee shall be in
first class quality; and shall pay promptly the costs and expenses of such
repairs, replacements and maintenance.
SECTION 1.14 SERVICES TO AIRPORT USERS, DISCRIMINATION
The Lessee, in its operation of the Maintenance Premises or in the use of
any portion of the Premises or in exercise of any privileges under this
Agreement, shall not on the grounds of race, creed, color or national origin
discriminate or permit discrimination against any person or group of persons in
any manner whatsoever.
SECTION 1.15 GOVERNMENTAL REQUIREMENTS, CITY REGULATIONS
(a) The Lessee shall comply with any applicable Federal Aviation
Regulations, as the same may be amended from time to time, and any other present
or future laws, rules, regulations, orders or directions of the United States of
America, or the State of Texas, which from time to time may be applicable to the
Lessee's operations hereunder.
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(b) The Lessee shall procure from all governmental authorities having
jurisdiction of the operations of the Lessee hereunder, all licenses,
franchises, certificates, permits and other authorization which may be necessary
for the conduct of such operations, and it shall comply with all laws and lawful
ordinances, and governmental rules, regulations and orders during the term of
this Agreement which from time to time may be applicable to the Lessee's
operations on the Maintenance Premises.
(c) The Lessee covenants and agrees to observe and obey (and to require
its officers and employees to observe and obey and to exercise its best efforts
to require guests and invitees and those doing business with it to observe and
obey) the reasonable rules and regulations of the Lessor (including amendments
and supplements thereto) governing the conduct and operations of the Lessee and
others on the Base Facilities, and such future reasonable rules and regulations
as may, from time to time during the term hereof, be promulgated by the Lessor
for reasons of safety, health, sanitation and other order; provided that any
such rules and regulations shall not be inconsistent with the provisions of this
Agreement or with the rules and regulations of the Federal Aviation
Administration. The obligation of the Lessee to exercise its best efforts to
require such observance on the part of its guests, invitees and business
visitors shall apply only while such persons are on the Base Facilities.
(d) With respect to the Base Facilities, any license, franchise,
certificates, permits or other authorizations shall be obtained in the name of
the Lessor.
SECTION 1.16 PROHIBITED ACTS
(a) The Lessee shall commit no nuisances (as defined in Article 4477-1,
Section 2, V.A.C.S.) on the Premises, and shall not do or permit to be done
anything which may result in the creation or commission or maintenance of a
nuisance thereon.
(b) The Lessee shall not permit a lien or liens to become attached to the
remainder interests of the Lessor, or upon the leasehold intent of the Lessee,
without the consent of the Lessor, or suffer or permit a lien or liens for taxes
to be imposed or attached thereto, unless Lessee is contesting in good faith
the tax or claim that is the basis of the lien, in which event Lessee shall
dissolve the lien or stay or prevent its foreclosure by bond or other
appropriate legal procedure. The City shall cooperate with the Lessee in the
protest or defense of any unjust claim or levy of tax upon the Lease Premises
or the leasehold interest of the Lessee.
SECTION 1.17 INSURANCE RELATING TO MAINTENANCE PREMISES
(a) During the acquisition, construction, fabrication and installation
period and until the Maintenance Premises or any part thereof are occupied, the
Lessor shall provide, or cause to be provided, builder's risk insurance as to
all items of construction and all other insurance as to other items required and
reasonably obtainable with responsible insurers to insure against risks of loss
or damage to such facilities, so as to protect the interest of the Lessor, the
Lessee, contractors and suppliers therein. During such period the Lessor shall
also maintain, or cause the contractors or suppliers to maintain, liability
insurance, which shall comply with the requirements of paragraph iii, below.
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Immediately prior to occupancy of all or any part of the Maintenance
Premises, the Lessee shall obtain and thereafter maintain or cause to be
maintained, with responsible insurers, the following kinds and the following
amounts of insurance, with such variations as shall reasonably be required to
conform to applicable standard or customary Texas insurance provision, to wit:
(i) with respect to every structure and the contents and fixtures thereof
constituting part of the Maintenance Premises, multi-risk insurance on each
structure and its fixtures and contents, covering direct physical loss or damage
(including the cost of removal of debris) to such structure and its fixtures and
contents, in such amount and of such character as, under the terms and
provisions thereof, will provide a recovery, in the event of the occurrence of
any loss or damage from an insured cause, equal to the full amount of loss or
damage on a replacement cost basis up to the amount reasonably obtainable as the
maximum probable loss or damage (including the cost of removal of debris) to
such structure and its fixtures and contents from any such cause; provided,
however, that Lessee's insurance may contain a co-insurance clause providing for
coverage of not less than eighty per cent (80%) of such replacement cost and a
deductible not exceeding One Hundred Thousand Dollars ($100,000) respecting any
one casualty. The risks to be insured against pursuant to this paragraph are
the risks against direct physical damage or loss from fire and so-called
extended coverage periods to the extent such coverage is reasonably obtainable;
(ii) on all other structures to become part of the Maintenance Premises
during the construction or reconstruction thereof by the Lessee, such builder's
risk insurance as is customarily carried by others with respect to similar
construction or reconstruction, but the Lessee shall not be required to maintain
any such insurance to the extent that
such insurance is carried by contractors for the benefit of the Lessee and the
Lessor;
(iii) public and other liability insurance of such character and amount as
shall be reasonably adequate to insure the Lessor and the Lessee against risks
to which the Lessor and/or the Lessee may reasonably be or become subject in the
operation, construction or reconstruction of the Maintenance Premises, but the
Lessee shall not be required to maintain any such insurance to the extent that
such insurance is carried for its benefit by any licensee or other person
operating, occupying or using any part of the Maintenance Premises or by
contractor. Initially, such insurance shall provide coverage of not less than
Five Hundred Thousand Dollars ($500,000) for injury to or death of a person or
persons in any one occurrence and not less than One Hundred Thousand Dollars
($100,000) for damage to property in any one accident, with a deductible for
such occurrence or accident in a reasonable amount at Lessee's option; and
(iv) such workmen's compensation or employer's liability insurance as may
be customarily carried or required by law and such other insurance as is
customarily carried by others engaged in business similar to Lessee.
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(b) All policies evidencing insurance maintained or caused to be
maintained by the Lessee with respect to the Maintenance Premises shall be
issued by the home office of the insurer(s) or by a duly authorized agent of the
insurer(s) and shall name the Lessor and the Lessee as insureds, as their
interest shall appear, and shall be deposited with the Lessee but subject to
inspection and examination by the Lessor. Any such insurance may be written in
blanket policies issued to Lessee covering other property and operations so long
as the Maintenance Premises are specifically stated to be covered in such
policies. All proceeds from claims shall be paid directly to the Lessee. The
Lessor shall have the right and is hereby authorized in its own name to demand
and sue, collect and receive claims and moneys hereunder if Lessee fails to do
so. The net proceeds of any and all such insurance required by paragraph (i)
and (ii) of subsection (a), above, shall be applied as prescribed in Section
1.18 below.
SECTION 1.18 DAMAGE, DESTRUCTION, DISPOSITION OF INSURANCE PROCEEDS
(a) In the event the Maintenance Premises or a substantial part thereof
are damaged or destroyed by an insured casualty, the following provisions shall
be applicable:
(i) the Lessee shall have the right to determine whether the Maintenance
Premises should be reconstructed or repaired. If the Lessee elects not to
reconstruct or repair the Maintenance Premises, any insurance proceeds shall be
paid to and retained by the Lessor and this Part I of the Agreement and all
unaccrued obligations thereunder shall thereupon be terminated. If the Lessee
elects to reconstruct or repair the Maintenance Premises and if the insurance
proceeds are sufficient to reconstruct or repair the Maintenance Premises or if
the insurance proceeds are insufficient and the Lessee agrees to bear and pay
the deficiency, the insurance proceeds and the amount paid by the Lessee shall
be applied to the repair or restoration of the Maintenance Premises, in
accordance with the original plans and specifications, together with any
alterations or modifications made or agreed upon prior to the casualty, or in
accordance with new or modified plans and specifications, the alternative to be
determined by the Lessee. If the said proceeds are in excess of the amount
necessary for repair or restoration, any such excess shall be paid to and
retained by the Lessee.
(ii) Before any reconstruction or repair under this Section, Lessee shall
submit plans and specifications to the Lessor for approval and construction
shall be substantially in accordance therewith subject to such changes as may be
reasonably requested by Lessee and approved by the Lessor. The Lessor reserves
the right specifically to approve the contractor and/or the architect/engineer
selected by the Lessee for such reconstruction or repair work.
(iii) in the event the Maintenance Premises are damaged by an insured
casualty, but the destruction is not all or substantially all of the Maintenance
Premises, then the insurance proceeds shall be applied by the Lessor to the
reconstruction and repair of the premises and the Lessee agrees to bear and
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pay the deficiency. The Premises shall be repaired or restored in accordance
with the original plans and specifications, together with any alterations or
modifications made or agreed upon by the parties hereto. If the proceeds of
insurance are in excess of the amount required for such repair or restoration,
any excess shall be paid to and be retained by the Lessee.
SECTION 1.19 MISCELLANEOUS INSURANCE COVENANTS
(a) The Lessee shall, no later than the first day of January in each year
during the term hereof, file or cause to be filed with the Lessor a certificate
stating in reasonable detail the insurance with respect to the Maintenance
Facilities then in effect pursuant to the requirements of Section 1.17 hereof or
otherwise, and with respect to each policy the name of the insurer, the amount,
policy number, premium, the expiration date, and the hazards covered thereby,
and that the premium thereof has been paid; and whether the Lessee is then
maintaining or causing to be maintained insurance conforming in all respects
with the requirements of Section 1.17 hereof.
(b) Any appraisal or adjustment of any loss, claim or damage under any
policy of insurance with respect to the Maintenance Premises, and any settlement
or payment of proceeds under any such policy which may be agreed upon between
the Lessee and any insurer, shall be evidenced by a certificate of the Lessee
filed with the Lessor, approving such appraisal, adjustment, settlement or
payment as required and satisfactory in the interests of the Lessor and the
Lessee.
(c) Lessee's obligation under this Section shall not effect its right to
carry additional insurance solely for its own account
(d) In the event the Lessee fails to maintain or cause to be maintained
the full insurance coverage required by this Agreement, the Lessor may (but
shall be under no obligation to) obtain the required insurance coverage and pay
the premiums for the same; and all amounts so advanced therefor by the Lessor
shall become an additional obligation of the Lessee to the Lessor, which
amounts, together with interest thereon at the rate of 10% per annum for the
date of payment thereof, the Lessee agrees to pay upon demand.
SECTION 1.20 CONDEMNATION
(a) In the event that title to or use of the Lease Premises or a
substantial part thereof is taken under color of governmental authority and
there are no bonds or additional bonds outstanding then the provisions of this
Section shall govern. In the event there are bonds or additional bonds
outstanding at the time title to or use of lease premises or a substantial part
thereof is taken, under color of governmental authority, then the provisions of
Section 2.11 shall apply.
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(b) In the event this Section is applicable, than the Lessee may:
(i) request that the Maintenance Premises be rebuilt elsewhere and
agree to pay any deficiency not covered by the condemnation proceeds as
Ground Rent, or if such proceeds are in excess of the amount necessary for
such purpose, any such excess shall be paid to the Construction Fund. The
rebuilding of the Maintenance Premises shall be in accordance with the
original plans and specifications, together with alterations or
modifications made or agreed upon prior to the taking, or in accordance
with new or modified plans and specifications, the alternative to be
determined by the Lessee. In the event of rebuilding under this paragraph,
the Ground Rent shall abate as to any of the Leased Land rendered useless
by the taking, as of the time of the taking, and the parties shall
appropriately amend the description of the Leased Land and the new Ground
Kent shall become effective as of the date the Lessee is given beneficial
use of the rebuilt Maintenance Premises.
(ii) or cancel the lease, in which event, all Condemnation proceeds
shall be paid to the Lessor.
(c) Tn the event that title to or use of less than a substantial part of
the Leased Premises is taken by the power of eminent domain (that is, if the
primary use of the Maintenance Premises is not substantially impaired by
deletion of the part taken) the Lessee shall determine whether any rebuilding is
necessary. Any condemnation proceeds not used for the purpose of rebuilding
shall be applied until exhausted in reduction of the Ground Rent payable
hereunder.
(d) Section 2.14 hereof shall apply to any rebuilding under this Section,
to the same extent as it applies to new construction undertaken by the Lessor.
SECTION 1.21 MISCELLANEOUS OPERATION PROVISIONS
(a) With the prior written approval of the Lessor, Lessee may erect,
maintain or display signs of advertising at or on the exterior parts of the
Maintenance Premises or in or on the Leased Premises so as to be visible outside
the Maintenance Premises. Exterior signs affecting public safety and security
shall be subject to approval by Lessee and the Lessor. If the
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Lessor has not given approval, as aforesaid upon receipt of notice the Lessee
shall remove, obliterate or paint out any and all advertising, signs, posters
and similar devices placed by the Lessee on the Maintenance Premises. In the
event of a failure on the part of the Lessee so to remove, obliterate or paint
out unapproved signs affecting public safety and to restore the necessary work
and the Lessee shall pay the cost thereof to the Lessor on demand.
(b) The Lessee shall maintain such obstruction lights and landing lights
as the Lessor may install, and Lessor shall furnish and install the bulbs and
furnish the electricity necessary for the operation thereof, and Lessee shall
operate the same in accordance with the requirements of F.A.A. The Lessor
hereby directs that all said lights shall, until further notice, be operated for
a period commencing thirty (30) minutes before sunset and ending thirty (30)
minutes after sunrise (as sunset and sunrise may vary from day to day throughout
each year) and for such other periods as may be directed or requested by the
control tower of the Airport. In addition, Lessee shall also provide and
maintain fire protection and safety equipment at the Maintenance Facilities and
all other equipment of every kind and nature required by any law, rule, order,
ordinance or resolution of any governmental authority having jurisdiction over
the Airport.
(c) Except to the extent required for the performance of the obligations
or the exercise of rights of the Lessee hereunder, nothing contained in this
Agreement shall grant to the Lessee any rights whatsoever in the air space above
the Maintenance Premises in excess of a height set forth in the plans and
specifications for the Maintenance Premises.
(d) All personal property and all property and installations (including
trade fixtures) removable without material damage to the Maintenance Premises,
which are installed by Lessee in or on the Maintenance Premises, shall be deemed
to be and remain the property of the Lessee. All such property and
installations may at Lessee's option be removed by Lessee from the Maintenance
Premises at any time during the term of this Agreement, and, unless otherwise
agreed in writing by the parties, shall be removed by Lessee at or before the
expiration or other termination of the term of this Agreement provided that any
damage to the Maintenance Premises caused by said removal shall be repaired by
Lessee so as to return the premises to the Lessor in the same or similar
condition as when entered by Lessee, reasonable wear and tear excepted. Any
such property remaining on the Maintenance Premises beyond thirty (30) days
thereafter shall be deemed to be abandoned by Lessee.
(e) All water, gas, oil and mineral rights in and under the soil are
expressly reserved by the Lessor.
(f) Title to all existing permanent improvements on the Maintenance
Premises and title to any permanent buildings or permanent structures hereafter
constructed on such Maintenance Premises shall immediately vest in the Lessor as
a part of the Airport.
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SECTION 1.22 ADDITIONAL PROVISIONS FOR OPERATIONS
Lessee agrees to operate and maintain that portion of said airport facility
located and situated within the area described in Exhibits A and C (herein
called Base Facilities) in conformity with each and all of the provisions and
requirements set forth and referred to in paragraphs 6 and 22 of Part V of
Federal Aviation Administration Form 5100-100, the same being and composing a
part of the grant agreement entered into by and between Lessor and the United
States of America, and which provides, among other things, for a grant of funds
pursuant to Airport Development and Aid Program Project No. 7-48-0098-01 for the
construction of certain improvements to said Base Facility, and reference to
which being here made for all purposes as if the same were copied in their
entirety herein, accepting hereby the same responsibilities and undertakings as
Lessor assumes upon the execution of said grant agreement.
It is understood and agreed that Lessee shall indemnify and hold harmless
Lessor, and each and all of the officials, officers, agents, servants and
employees of Lessor, from and against all claims and causes of action, damages,
losses and expenses, including all costs of court and attorney's fees incidental
thereto, arising out of or resulting from the undertakings specified and
referred to in the preceding paragraph hereof by Lessee, any subcontractor
thereof, anyone directly or indirectly employed by either of them, or anyone
whose acts, errors or omissions any of them may be liable, which are caused in
whole or in part by any error, omission or act of any of them.
In a like manner, it is understood and agreed that Lessor shall indemnify
and hold harmless Lessee, and each and all of the officers, agents, servants and
employees of Lessee, from and against all claims and causes of action, damages,
losses and expenses, including all costs of court and attorney's fees incidental
thereto, arising out of or resulting from the operations of Lessor upon said
Airport Facilities, or anyone directly or indirectly employed by it, or anyone
whose acts, errors or omissions any of them may be liable, which are caused in
whole or in part by any error, omission or act of any of them; excepting,
however, any of those acts, errors or omissions set forth and specified in the
preceding paragraph hereof.
In connection with the obligations assumed by Lessee in the first paragraph
of this Section, it is understood and agreed that in the event Lessor permits or
agrees to permit third parties (other than those owning or operating aircraft
exempted by said ADAP grant and Lessee's customers or guests) regular use
(defined as aircraft parking by tenants on the airport or otherwise for in
excess of three hours on any four days during any calendar month or four
aircraft touchdowns from flight during any calendar month) of any facility
within the area described in Exhibit A and C, Lessor shall impose (and,
periodically, based on subsequent experience, adjust the amount of) uniform use
fees which are sufficiently large to offset and reasonably anticipated increases
in maintenance costs attributable to such third party use (but in no event above
the levels which are competitive with those charged by similar airports in North
and Central Texas for similar airport use). In determining the amount of such
use fees,
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Lessor shall have the right of examining relevant portions of Lessee's books and
records, and such examination may only be conducted by Lessor's Director of
Finance or a Certified Public Accountant (as designated by Lessor) having no
conflict of interest with any such third party. It is understood and agreed
that Lessor will use all due diligence (and Lessee will cooperate with Lessor as
needed) in seeking and obtaining federal and state assistance to perform major
renovation and/or upgrading of facilities on said tract provided local matching
funds are made available by Lessor's Governing Body or are made available to
said Governing Body by others. Lessee shall have the responsibility for
collecting any use fees charged hereunder and depositing the same in the
Construction Fund.
It is further agreed that in case a building, buildings or other
improvements are located on the land described in Exhibits A and B, the
provisions of this paragraph shall control if the same are destroyed or damaged
by fire, the elements or other disaster and for which insurance coverage is in
effect as provided for in this Lease, or for which a third party shall have
provided insurance coverage, Lessor, at the option of Lessee, will authorize the
replacement or repair of said buildings or improvements, the same to be paid for
out of the proceeds of the insurance as aforesaid, and the monthly rental will
be proportionately abated with respect to the buildings or improvements, which
Lessee is deprived of use for and during the period of disuse and pending their
repair or replacement. Should buildings or other improvements be destroyed as
aforesaid so as to make the premises, as a whole, unsuitable for Lessee's
continued occupancy, Lessee may at such time cancel the herein Lease and
thereafter all rights to Lessee's possession thereof shall at once cease and
this lease shall terminate as to both parties.
Lessee will assist Lessor in the updating of the airport layout plan
required under the provisions of Paragraph 25 of Part V of said FAA Form
5100-100, and will not make or permit the making of any changes or alterations
in said airport or any of its facilities other than in conformity with such
airport layout plan as so approved by the Federal Aviation Administration, if
such changes or alterations might adversely affect the safety, utility or
efficiency of said airport.
SECTION 1.23 PROVISIONS FOR TESTING
The provision of this Section shall be subordinate to the provisions of any
existing or future agreement entered into between the Lessor and the United
States to obtain Federal aid for the improvement or operation and maintenance of
the airport.
It is specifically understood and agreed that nothing herein contained
shall be construed as granting or authorizing the granting of an exclusive right
within the meaning of Section 308a of the Federal Aviation Act.
The Lessor reserves the right to take any action it considers necessary to
protect the aerial approaches of the airport against obstruction, together with
the right to prevent the Lessee from erecting, or permitting to be erected, any
building or other structures on the airport which, in the opinion of the Lessor,
would limit the usefulness of the airport or constitute a hazard to aircraft.
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Lessee shall have the right to utilize the public air operations area in
said Base Facilities in conjunction with the public, generally, for flight
operations, aeronautical testing, electronic testing and other aviation related
activities subject, however, to the same regulations, requirements and
limitations lawfully imposed upon the public.
In conjunction with its normal operations, Lessee shall have the right to
temporarily obstruct for aircraft electronic testing or aircraft launch
purposes, one of the runways or the south portion of the North-South parallel
taxiway in said Base Facilities, (the North portion of this taxiway is
permanently blocked) provided that during such periods the tower is manned and
operating and provided the runway or taxiway is appropriately marked as
obstructed, safety requirements of FAA and good practice are implemented, and
(in the case of a runway) an alternate runway is available for aircraft traffic.
Lessor shall not perform or suffer performance of any act on land in the
Base Facilities owned or controlled by Lessor which would unreasonably
interfere, or can be reasonably expected to interfere with, Lessee's said
electronic or aviation operations in said Base Facilities.
Lessor shall utilize said Tract only in a manner compatible with normal
airport uses.
SECTION 1.24 ADDITIONAL COVENANTS
The Lessee for itself, its 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 said property described in this lease for a purpose
for which a Department of Transportation program or activity is extended or for
another purpose involving the provision of similar services or benefits, the
lessee shall maintain ad 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.
The Lessee for itself, its 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 (1) no person on the grounds of race, color, 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, (3) that the Lessee
shall use the premises in compliance with all other requirements imposed by or
pursuant to Title 49, Code of Federal Regulations, Department of Transportation,
Subtitle A, Office of the Secretary, Part 21, 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.
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That in the event of breach of any of the above nondiscrimination
covenants. City of Greenville shall have the right to terminate the lease and
to re-enter and repossess said land and the facilities thereon, and hold the
same as if said lease had never been made or issued.
Neither FAA approval of nor FAA consent to this lease shall be construed as
a waiver or in abrogation of any right or power of the Federal Government under
any existing or future lease, deed or other agreement of any kind, nor shall
such action by FAA be construed as no more than a finding of no objection under
then-current FAA policies, and shall not bar later action by the FAA to enforce,
or have the airport owner enforce, FAA policies affecting the airport.
It is further understood that such approval or other consent action by the
FAA creates no contractual relationship between Lessee herein and the FAA.
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PART II
SECTION 2.1 LEASE OF ADDITIONAL MAINTENANCE PREMISES
Effective as of the date hereof, (but subject to the provisions of Section
2.17 hereof) the Lessor hereby leases and rents and Lessee hereby hires and
takes for its exclusive use those certain premises indicated as building 136B,
108 and 116 on Exhibit E attached hereto, consisting of an area of approximately
108,250 square feet, and the improvements thereon or to be constructed thereon,
such premises and improvements being in this Part referred to as "Additional
Maintenance Premises" which are further described in the legal description set
forth in Exhibit E.
The initial term of the tenancy created under Part II of this Agreement
shall expire on August 31, 1989. Lessee shall have the option to renew such
term for a period, during the time that the property tenancy created in Part I
of this Agreement is in effect, ending August 31, 1996. During such renewal
period, the Ground Rent specified in Section 1.3 shall also be the Ground Rent
for the property covered by Part II of this Agreement. Lessee shall not be
deemed to have exercised the foregoing option unless notice of the exercise of
the option has been received not less than sixty (60) days before the expiration
of the initial term.
SECTION 2.2 ADDITIONAL MAINTENANCE PREMISES
The Additional Maintenance Premises consist of that additional land,
improvements and structures located or to be located on the land described in
Section 2.1 subject to the provisions of Section 2.17 hereof, the parties
mutually agree that Lessor shall proceed to issue and deliver its Revenue Bonds
in the principal sum of $2,100,000 to provide for the cost of the construction
of the improvements which constitute a part of the Additional Maintenance
Premises. The proceeds of the sale of such Bonds shall be employed in the
manner set forth in this Part and under the provisions of the ordinance
authorizing such Bonds (hereafter called Bond Ordinance) it being the intent of
the parties that said proceeds shall be used in accomplishing a complete
financing of the intended Facilities including all improvements related or
incidental thereto, as contemplated by the plans and specifications heretofore
approved by Lessor and Lessee, including, further, reasonable items for
contingencies, architectural and engineering fees, expenses of issuance of
Bonds, fees of the fiscal agent retained to consult with the parties and arrange
for the sale of the Bonds.
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SECTION 2.3 ACCEPTANCE OF COVENANTS
It is understood that upon the authorization of the issuance of Bonds, the
Lessor, by approving the Bond Ordinance shall signify not only acceptance and
final approval of these presents but also complete acceptance, awareness and
final approval or the terms and conditions of said Bond Ordinance and the Bonds
therein prescribed. By its acceptance Lessee acknowledges that the covenants of
the Bond Ordinance constitute contractual arrangements between Lessor and the
purchasers of the Bonds. It is further understood that Lessor, the purchasers
of the Bonds and all others concerned in any manner with their issuance and the
securities supporting them may rely upon certified copy of said resolution of
Lessee's Board of Directors as conclusive evidence of Lessee's approval and
acceptance hereof and the terms and conditions of said Bond Ordinance and the
Bonds therein prescribed.
Based upon such approvals of Lessee, Lessor agrees to do all things
required by law and these presents to issue the Bonds and make delivery thereof
to the purchasers in accordance with the terms of sale as promptly as
practicable. Lessee understands that upon delivery of the Bonds to the
purchasers the requirements for payment of Net Rent provided in Section 2.5
hereof shall be effective as specified without acknowledgement or other action
on the part of Lessee or Lessor.
SECTION 2.4 BOND PROCEEDS
A. The proceeds from the sale of the Bonds shall be deposited in the
Construction Fund, except the accrued interest which shall be deposited in the
Interest and Sinking Fund and $ -0- shall be deposited in the Reserve Fund.
From the bond proceeds Lessor shall make payments as required for all outlays in
the acquisition and construction of the Additional Maintenance Premises
including redemption, payment and discharge of interim financing obligations.
All items for which Lessee may seek reimbursement and all such further
expenditures required to complete the Additional Maintenance Premises and make
payment therefor shall be approved for payment by the City Council of Lessor
only upon approval and recommendation for payment by Lessors' Director of
Community Development.
B. Any and all amounts which may remain from the proceeds of the sale of
the Bonds after all the aforementioned obligations have been discharged thereby
shall be used, to the nearest multiple of $5,000, for the purchase and
redemption of Bonds of said Series in the open market, of no bonds available at
a reasonable price and any remaining proceeds shall be transferred into the
interest and Sinking Fund provided for in said Bond Ordinance.
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SECTION 2.5 NET RENT
A. For and in consideration of Lessor's performance of its obligations
hereunder and Lessee's enjoyment of its rights pursuant to the provisions
hereof, cumulative of and in addition to all other rentals, fees or payments for
which Lessee is obligated to Lessor under Part I of this agreement, Lessee
further agrees to pay Lessor, additional rentals known as "Net Rent" as follows:
(1) On or before the 15th day of January, 1978, and on or before the
15th day of each month thereafter, a sum of money equal to (a) one-sixth of
the interest installment next to become due on the Bonds; and
(b) one-twelfth of the amount of principal to become due on the next
succeeding principal maturity date; and (c) the amount, if any, required to
be deposited in the Reserve Fund by Section 14 of the Bond Ordinance.
(2) On the 1st day of the month next preceding an interest payment
date, the Lessor shall render a bill for charges as may be imposed on
Lessor by the paying agent or agents performing such services under such
Bonds and any other expense necessary and incident to the payment thereof
and such amount shall be paid by the Lessee within 15 days.
For the convenience of the parties a schedule of Bond requirements referred to
in subparagraph (1) above is to be attached hereto and marked "Attachment A"
when Bonds are issued as contemplated by Section 2.2 hereof. It is provided,
however, if at any time Lessor or any successor to Lessor, with its own funds or
with funds available to it from sources other than Net Rent, shall prepay and
retire or make cash provision for the payment and retirement of any or all of
the Bonds, or shall deliver to the holders of the Bonds or any part thereof
other and different Bonds of the Lessor or of its successor in exchange for
such Bonds so that no payment of principal and interest shall be due on all or
such part of the Bonds, Lessee shall, nevertheless, make payments of Net Rent
under this Section at the same times and in the same amounts as would be payable
under such Section if the Bonds were still due and outstanding and were bearing
interest in the normal course of their maturities.
SECTION 2.6 PAYMENT OF RENTAL
A. Net Rent shall be paid without further notice or billing.
The Lessee shall in no way be responsible for the application by Lessor of
such Net Rent made by Lessee.
B. Lessee may tender Lessor Bonds of the issue herein referred to
(provided all unmatured interest coupons are attached) for application on
amounts otherwise required to be paid by Lessee as Net Rent under the provisions
hereof. In such event, Lessor shall cancel such tendered Bonds and credit
Lessee (i) for the face value of such Bonds in each of the billings which would
otherwise reflect amounts needed to retire the principal thereof had they
remained outstanding and (ii) for all interest which would have accrued on such
tendered Bonds to maturity had they remained outstanding.
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C. It is the intention of the parties that the Net Rent payable by Lessee
shall be equal to the amount necessary to enable Lessor to retire the bonds as
they mature, together with interest thereon as it accrues, and together with the
expenses related thereto, at no cost to Lessor and it is acknowledged by Lessee
that the Bonds will be purchased in reliance upon the unconditional obligation
of the Lessee to pay Net Rent once such Bonds are issued and become outstanding;
that regardless of any other provision in this Agreement, Lessee shall on the
dates indicated on Attachment A make payments to the Lessor in the amount of
such Net Rent until the Bonds have been paid and retired, and no default by the
Lessor shall excuse performance by the Lessee of this obligation. It is
provided, however, that nothing contained in this Section shall be construed to
release the Lessor from the performance of any of the agreements on its part
contained in this Lease, and in the event the Lessor shall fail to perform any
of such agreements, the Lessee may institute such action against the Lessor as
the Lessee may deem necessary to compel performance or recover its damages for
nonperformance and may pursue any other lawful remedy, so long as such action
shall not do violence to the agreement of Lessee to pay the Net Rent hereunder
in the amounts and at the time stated.
SECTION 2.7 APPLICATION OF NET RENT TO PAYMENT OF BONDS
A. Lessor agrees to provide a special fund for the Bonds into which all
payments received from Lessee as Net Rent (under Section 2.5 hereof) shall be
deposited (in the Bond Fund and the Reserve Fund) as required by the Bond
Ordinance and used for no purpose other than for the payment, security,
retirement and redemption of such Bonds, and interest thereon, or bonds issued
on a parity therewith in accordance with the terms and provisions of the Bond
Ordinance. All sums received from the purchasers of the Bonds as accrued
interest thereon to date of delivery shall be placed in the Interest and Sinking
Fund and applied in reduction of payments to be made with respect to the first
semiannual interest installment on the Bonds. Subject to the provisions of
paragraphs B and C of Section 2.6 hereof, any and all proceeds from the sale of
the Bonds which may remain unexpended upon final completion of the Additional
Maintenance Premises and payment of all proper costs incidental thereto, shall
be transferred to and deposited in the Interest and Sinking Fund and applied in
reduction of next monthly rental payment or payments otherwise required of
Lessee following such transfer of funds.
B. Any and all payments received by Lessor from Lessee as Net Rant shall
be irrevocably pledged to and shall be deposited in the Bond Fund and Reserve
Fund as required by the Bond Ordinance
C. It is agreed that the official depository of Lessor shall be the
custodian of the Interest and Sinking Fund and that prior to each principal and
interest maturity date it shall be the duty of Lessor to withdraw from said fund
and place with the paying agent bank money sufficient in the amount to pay the
principal and interest installments which will be due on such maturity date.
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SECTION 2.8 SECURITY FOR FUNDS
All amounts deposited into the Interest and Sinking Fund and Reserve Fund
for the payment and security of Bonds and additional bonds shall be kept
separate and apart from all other City funds and continuously secured by valid
pledge of direct obligations of or obligations unconditionally guaranteed by the
United States of America having a par value, or market value when less than par,
exclusive of accrued interest, at all times at least equal to the amount of
money deposited in said fund to the extent the same are not covered by F.D.I.C.
insurance or secured as trust fund deposits. All sums of money deposited in
said funds shall be held as a trust fund for the benefit of the holders of the
Bonds and additional bonds the beneficial interest in which shall be regarded as
existing in such bondholders.
SECTION 2.9 PUBLIC NATURE OF ADDITIONAL MAINTENANCE PREMISES
The Additional Maintenance Premises herein referred to are recognized by
the parties and are hereby declared to be acquired and shall be used for public
and governmental purposes and as matters of public necessity as contemplated by
and defined in the Texas "Municipal Airport Act", the Bonds herein referred to
shall therefore relate to public projects and facilities to be owned by City and
to be operated on its behalf.
SECTION 2.10 TITLE TO FACILITIES IN LESSOR
The parties hereby confirm and agree that title to all the Additional
Maintenance Premises (or any portion thereof) which may be constructed on or
before the date of this agreement is vested in Lessor subject to Lessee's
possessory rights and that title to any such facilities (or any portions
thereof) which may be constructed or completed after the date of this agreement
shall vest in Lessor as the same are affixed to the land, subject to such
possessory rights of Lessee.
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SECTION 2.11 DESTRUCTION OF PREMISES, CONDEMNATION OF PREMISES
During the time any Bonds or obligations issued by the City payable from
any revenues obtained by reason of this Agreement (herein sometimes referred to
as "Additional Bonds") are outstanding then as to the Additional Maintenance
Premises, the provisions of this Section (and not Section 1.18 or 1.20) shall
control where all or substantially all of the Additional Maintenance Premises
are (1) destroyed by an insured casualty or (2) taken under color of
governmental authority in the exercise of the power of eminent domain.
Where this Section applies, the Lessee may elect whether the insurance or
condemnation proceeds will be applied (1) to the reconstruction or relocation of
the Additional Maintenance Facilities or (2) applied to the payment and
retirement of Bonds or Additional Bonds provided that if such proceeds and the
amount then on hand in the funds created for the benefit and payment of the
Bonds and Additional Bonds are not sufficient to finally pay such obligations,
the Lessee shall forthwith, pay the deficiency into the Bond Fund created for
the Security of the Bonds and Additional Bonds.
In no event shall the destruction of or condemnation of all or any part of
the Additional Maintenance Premises or any other event cause a change or
reduction in the obligation of the Lessee to pay Net Rent in an amount adequate
to pay the principal of, interest on, the Reserve Fund requirements and the
fees of the paying agent with respect to the Bonds and Additional Bonds.
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SECTION 2.12 PROVISIONS OF PART I MADE APPLICABLE
Except as to the terms of the lease and renewals thereof (contained in
Section 2.1) and the provisions relating to insurance and condemnation (as
continued in Section 2.11) - which provisions shall always control as to the
Additional Maintenance Facilities while Bonds are outstanding, all of the
provisions of Part I of this agreement shall also be applicable to the
Additional Maintenance Facilities and for the purposes of Part I, the same shall
also be considered as Maintenance Facilities thereunder upon completion of the
Additional Maintenance Facilities or their occupancy by the Lessee, whichever
shall first occur.
SECTION 2.13 CONSTRUCTION FUND
All proceeds of Bonds or additional bonds not required by the ordinance
authorizing their issuance or the other provisions of Part II of this agreement
to be deposited in some other fund or funds, shall be deposited in the
Construction Fund with the City's depository bank.
Disbursements from the Construction Fund and investment of moneys therein,
pending the use thereof for authorized purposes, shall be governed by an escrow
agreement by and between the City and the depository bank. With respect to the
Bonds, the mayor is hereby authorized and directed to execute an appropriate
escrow agreement, which shall be subject to approval by the City Attorney and
the Lessee, which agreement shall be in customary terms and:
(1) not be in conflict with any provisions of the Bond Ordinance or this
agreement; and
(2) provide:
(a) funds may be disbursed only for the purpose of paying the cost of
construction and acquisition of the Additional Maintenance Premises until
all such costs have been paid, and then as provided in this instrument and
the Bond Ordinance.
(b) funds may be disbursed upon approval of the same by a
representative of the Lessor and Lessee; that the representative of the
Lessor shall be the person acting as the Director of Community Development
of the City of Greenville, Texas.
(3) no change order may be executed, during the construction of the
project, which increases the amount of any contract to be paid by the City
unless the same has been approved by the City Council; nor shall any payment be
made under any contract until such contract has been approved by the City
Council.
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SECTION 2.14 CONSTRUCTION OF ADDITIONAL FACILITIES
(a) Lessor may hereafter issue revenue bonds to reimburse Lessee for all
outlays made by Lessee and approved by Lessor in connection with providing the
improvements and related facilities, provided, however, that such bonds shall be
issued only upon terms satisfactory to both Lessor and Lessee.
(b) If and when Lessee desires additional facilities or improvements to be
acquired and financed by the Lessor, Lessor and Lessee shall consult with a view
to agreeing upon mutual satisfactory terms for such revenue bonds, including
interest rate and arrangements assuring application of the proceeds thereof.
Upon receiving a proposal satisfactory to it for the sale of such bonds, Lessor
will inform Lessee of its terms, including the proposed effective interest rate
thereon. Within 3 hours thereafter (Saturday and Sunday excepted), Lessee will
advise Lessor in writing of its acceptance or rejection of such proposal.
In the event Lessee accepts such proposal, Lessor shall, subject to the
execution and delivery of a supplementary agreement as referred to in (c) below,
thereupon take such action as is required to authorize the issuance of such
bonds and shall proceed with the sale thereof in accordance with the terms of
said proposal. It is contemplated that bonds will be sold in an amount
sufficient to cover the cost of designing, engineering and constructing the
aforesaid improvements, expenses of issuance of bonds, legal fees, fee of the
Fiscal Agent retained to consult with the parties and arrange for the placement
of the bonds, and, at Lessee's election, such additional amounts as may be
required to anticipate and satisfy such reserve requirements as may be required
under the terms of the bond ordinance.
In the event Lessor and Lessee shall be unable to obtain or agree upon
mutually satisfactory financing arrangements, and, as a consequence, revenue
bonds are not issued and sold by Lessor for such purpose, the cost of designing,
engineering and constructing the aforesaid improvements, shall, be and remain
the sole obligation of Lessee.
(c) Subject to obtaining mutually satisfactory financing arrangements for
the sale of revenue bonds as aforesaid, Lessor and Lessee shall mutually agree
upon, execute and deliver an amendatory agreement supplementary hereto which
shall set forth (i) Lessee's obligations in respect to payment of additional
rental to Lessor (which shall be in addition to all other payments herein
prescribed or heretofore provided for in previous agreements) related to
requirements for the payment of principal and interest on said bonds, to
satisfying any reserve requirements in connection therewith and, in addition, to
meeting or causing to be met such other obligation as may be required on the
part of Lessee under such ordinance as may be adopted by the City Council of the
City of Greenville in respect to such bonds and (ii) Lessor's obligations in
respect to the issuance, sale and delivery of said bonds and the application of
the proceeds thereof, and, in addition, such other obligations as may be
required on the part of Lessor under said ordinance. Such rent is sometimes
referred to in this agreement as Net Rent.
(d) The provisions of paragraph (b) and (c) hereof shall apply to any
project which is to be financed in whole or in part by the City.
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SECTION 2.15 PLANS AND SPECIFICATIONS, APPROVALS, CONSTRUCTION, CHANGES,
CONTRACTS
(a) The Facilities shall be acquired, constructed, installed, fabricated
and equipped in accordance with plans and specifications approved by the City
and the Lessee.
Lessee shall prepare final plans and specifications of the
Facilities, which shall be submitted by Lessee to the City for approval, and
construction shall be substantially in accordance with such plans and
specifications as may be approved by the City with such changes as may be
reasonably requested by Lessee and approved by the City.
(b) Upon completion of the final plans and specifications of the
Facilities and approval of the same, bids will be taken by the City for
construction, acquisition, and/or fabrication of the Facilities based on such
plans and specifications. Following the receipt of bids from responsible
bidders, the City and Lessee will consider and approve such bids, and contracts
will then be awarded by the City to install, construct, fabricate and equip the
Facilities. Lessee may, with the City's prior approval, enter into contracts
for the design work and for the preparation of the preliminary and final plans
and specifications for the Facilities prior to the time that proceeds from the
sale of the Bonds are available.
(c) Whenever approval of either the City or Lessee is required in this
Section 3.2, such approval shall not be unreasonably withheld by either the City
or the Lessee; provided, however, nothing herein shall be construed as requiring
the City to undertake any such project.
(d) Contracts relating to the construction, acquisition, equipping,
fabrication or installation (or purchases in connection therewith) of the
Facilities shall include appropriate provisions for expediting the work and for
performance and payment bonds so as to assure completion by specified
performance dates and to protect the Facilities against liens, such bonds to
name the City as the beneficiary thereof.
(e) All necessary approvals from governmental agencies shall be obtained
prior to acquiring, constructing, fabricating, equipping or installing the
Facilities, and such improvements shall be acquired, constructed, fabricated,
equipped or installed in compliance with all state and local laws, ordinances
and regulations applicable thereto. Upon completion of the Facilities, all
required occupancy permits and authorizations from appropriate authorities
contemplated by Lessee shall be obtained by Lessee. All changes, alterations,
extras or additions [hereinafter in this subsection (e) called "changes"] to or
from and contracts or purchase orders executed or entered into pursuant to the
provisions of this Article II shall be approved in advance by the parties
hereto. All requests, approvals and agreements required shall be in writing and
signed by a duly designated representative of the party making such request,
granting such approval or entering into such agreement. All changes to the
Facilities may be made after consultation with and approval by the Lessee.
(f) It is expressly agreed and understood that the City will not and shall
not be required to expend any of the proceeds of the Bonds for any purposes, or
in any amounts which are contrary to the terms of the Bond Ordinance.
SECTION 2.16 INSUFFICIENCY IN FUNDS
In the event the proceeds from the sale of the Bonds are insufficient to
pay Construction Costs in full, then the Lessee shall pay the amount of the
insufficiency.
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SECTION 2.17 EFFECTIVENESS OF PART II
This Part II shall be effective from and after the date the Revenue Bonds
(contemplated in Section 2.2 hereof) are sold by the Lessor.
In the event additional facilities are to be hereafter constructed (as
contemplated by Section 2.14) the approval of the Lessee of the interest rates
and other terms and conditions thereof shall be approved by the Vice President
of the Lessee.
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PART III
REPRESENTATIONS
SECTION 3.1 REPRESENTATIONS BY THE CITY
The City makes the following representations as the basis for the
undertakings on its part herein contained:
(a) The City is a duly and lawfully incorporated and existing municipal
corporation of the State of Texas having the power to enter into the transaction
contemplated by this Agreement and to carry out its obligations hereunder, and
by proper action of the City's governing body has been authorized to execute and
deliver this Agreement; and
(b) The City has good title to the Leased Land.
SECTION 3.2 REPRESENTATIONS BY LESSEE
The Lessee makes the following representations as the basis for its
undertakings herein contained:
(a) It is a corporation duly incorporated under the laws of the State of
Delaware; is in good standing under its Certificate of Incorporation or Charter
and the laws of said State; is duly authorized to do business in the State of
Texas; has the power to enter into this Agreement without violating the terms of
any other agreement to which it may be a part; and by proper corporate action
has been duly authorized to execute and deliver this Agreement; and
(b) It will operate the Base Facilities on behalf of the City for the
public purposes for which the same were acquired or constructed and are to be
operated hereunder, upon and subject to the control and jurisdiction of the City
in accordance with the terms hereof.
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PART IV
EVENT OF DEFAULT AND REMEDIES
SECTION 4.1 EVENTS OF DEFAULT DEFINED
The following shall be "events of default as to the Lessee" under this
Agreement and the term "events of default as to the Lessee" shall mean, whenever
it is used in this Agreement, any one or mare of the following events:
(a) Failure by the Lessee to pay when due or cause to be paid when due
either the Ground Rent or the Net Rent, or both, required to be paid under
Article V hereof.
(b) Failure by the Lessee to observe and perform any covenant, condition
or agreement on its part to be observed or performed other than as referred to
in subsection (a), next above, for a period of thirty (30) days after written
notice, specifying such failure and requesting that it be remedied, given to the
Lessee by the City, unless the City shall agree in writing to an extension of
such time prior to its expiration.
(c) The Leased Premises shall be abandoned, deserted or vacated by the
Lessee or any lien shall be filed against the Leased Premises or any part
thereof in violation of this Agreement and shall remain unreleased for a period
of sixty (60) days from the date of such filing unless within said period the
Lessee is contesting in good faith the validity of such lien.
(d) The dissolution or liquidation of the Lessee or the filing by the
Lessee of a voluntary petition in bankruptcy, or failure by the Lessee within
sixty (60) days to lift any execution, garnishment or attachedment of such
consequence as will impair its ability to carry on its operations at the
Facilities, or the adjudication of the Lessee as a bankrupt, or general
assignment by the Lessee for the benefit of its creditors, or the entry by the
Lessee into an agreement of composition with its creditors, or the approval by a
court of competent jurisdiction of a petition applicable to the Lessee in any
proceedings for its reorganization instituted under the provisions of the
general bankruptcy act, as amended, or under any similar act which may hereafter
be enacted. The term "dissolution or liquidation of the Lessee," as used in
this subsection, shall not be construed to include the cessation of the
corporate existence of the Lessee resulting either from a merger or
consolidation of the Lessee into or with another corporation or a dissolution or
liquidation of the Lessee following a transfer of all or substantially all of
its assets as an entirety, under the conditions permitting such actions
contained in Section 1.7 hereof.
SECTION 4.2 REMEDIES ON DEFAULT
Whenever any event of default as to the Lessee referred to in Section 5.1
hereof shall have happened and be subsisting, the City may take any one or more
of the following remedial steps as against the Lessee:
(a) The City may re-enter and take possession of the Leased Premises
without terminating this Agreement and sublease (or operate as sublessee) the
Facilities for the Account of the Lessee, holding the Lessee liable for the
difference between the rents and other amounts payable by the Lessee hereunder
and the rents and other amounts payable by such sublessee in such subleasing or,
if operated by the City, the difference between the net revenues received from
such operations and the rents and other amount payable by Lessee hereunder.
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(b) The City may terminate this Agreement, exclude the Lessee from
possession of the Leased Premises and use its best efforts to lease the same to
another party for the account of the Lessee, holding the Lessee liable for all
rents and other amounts due under this Agreement and not paid by such other
party.
(c) The City may take whatever other action at law or in equity as may
appear necessary or desirable, to collect the rent then due and thereafter to
become due, or to enforce performance and observance of any obligation,
agreement or covenant of the Lessee under this Agreement.
SECTION 4.3 NO REMEDY EXCLUSIVE
No remedy herein conferred upon or reserved to the City 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 City to exercise any remedy reserved
to it in this Article, it shall not be necessary to give any notice, unless such
notice is herein expressly required or is required by law.
SECTION 4.4 AGREEMENT TO PAY ATTORNEYS' FEES AND EXPENSES
In the event there should be a default under any of the provisions of this
Agreement and the City should determine the services of an attorney are required
or the City incurs other expenses for the collection of rent or the enforcement
of performance or observance of any obligation or agreement on the part of
Lessee, the Lessee agrees that it will on demand therefor pay to the City the
reasonable, just and necessary fee of such attorneys and other reasonable
expenses so incurred.
SECTION 4.5 NO ADDITIONAL WAIVER IMPLIED BY ONE WAIVER
In the event any covenant contained in this Agreement should be breached by
either party and thereafter waived by the other party, such waiver shall be
limited to the particular breach so waived and shall not be deemed to waive any
other breach hereunder.
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PART V
TERMINATION BY LESSEE
SECTION 5.1 WHILE BONDS OUTSTANDING
As provided in this Agreement, Net Rent is not subject to termination by
Lessee while any Bonds are outstanding and not fully and finally paid.
SECTION 5.2 TERMINATION FOR OTHER PURPOSES
As to the payment of Ground Rent, and as to all rental after all the Bonds
are fully and finally paid, Lessee may terminate this Agreement upon the
occurrence of any one or more of the following reasons:
(a) If Lessee shall be prevented from using the Facilities for:
(i) A period longer than thirty (30) consecutive days, resulting from
any condition at the Airport not due to the fault of Lessee; or
(ii) A period longer than ninety (90) consecutive days, resulting
from a permanent injunction issued by any court of competent jurisdiction;
or
(iii) A period longer than ninety (90) consecutive days, resulting
from any order, rule or regulation of the Federal Aviation Administration,
or other governmental agency having jurisdiction over the operations of
Lessee, with which Lessee is unable to comply at reasonable cost or
expense.
(b) The City shall fail to perform any of its obligations under this
Agreement within twenty (20) days after receipt of notice of default hereunder
from Lessee (except where fulfillment of its obligation required activity over a
period of time and the City shall commence to perform whatever may be required
for fulfillment within twenty (20) days after the receipt of notice and continue
such performance without interruption, except for causes beyond its control).
Upon the occurrence of any of the foregoing events, or at any time
thereafter during the continuance of any such condition, Lessee may, by twenty
(20) days, written notice terminate this Agreement, such termination to be
effective upon the date set forth in such notice and to have the same effect as
if the term hereof had expired on that date, subject, as aforesaid, to the
provisions of Section 5.1 hereof.
No waiver by Lessee of any default on the part of the City in the
performance of any of the terms, covenants or conditions hereof to be performed,
kept or observed by the City shall be or be construed to be a waiver by Lessee
of any other or subsequent default in the performance of any of said terms,
covenants and conditions.
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PART VI
SECTION 6.1 ADDITIONS. EXTENSIONS AND MODIFICATIONS OF FACILITIES,
REFUNDING BONDS
(a) The Lessee shall not, without the prior written approval of the City,
erect or permit to bc erected any structures or make (1) any improvements,
alterations, modifications, additions, or repairs which require a change in the
foundation of a building or structure or (2) replacements of any structure built
on the Maintenance Premises, except as specifically provided herein; nor shall
it install or permit to be installed any fixtures (other than fixtures,
removable without material damage to the Maintenance Premises, any such damage
to be immediately repaired by the Lessee and which fixtures Lessee shall be
entitled to remove) without such written approval.
(b) In the event the Lessee shall, for the purpose of achieving
interest-cost savings or otherwise, consider it desirable to issue Refunding
Bonds for the purpose of refunding or refinancing all or any part of the Bonds
at the time outstanding, the City agrees to issue the Refunding Bonds thus
requested, provided (i) such Refunding Bonds are at the time permitted by the
laws of the State of Texas; (ii) they can be issued with the interest tax-exempt
under the Laws of the United States; (iii) their issuance can be accomplished
without violating any provisions of the Bonds or the rights of the holders
thereof. The City expressly agrees not to issue any Refunding Bonds without the
consent and approval of the Lessee.
SECTION 6.2 REFUNDING BONDS
The City and the Lessee acknowledge that as economic conditions change it
may become necessary or desirable to issue Bonds for the purpose of refunding or
refinancing of any part or all of the Bonds from time to time outstanding.
Accordingly, the City agrees to reserve the right to issue Bonds for such
purposes in the Bond Ordinance, and the same may be issued hereafter, subject to
the terms of Section 6.1(b) hereof.
SECTION 6.3 FORMAL APPROVALS BY LESSEE
(a) With respect to the approvals herein required of the Lessee, Lessee
shall furnish to the City a certificate signed by its Secretary or an Assistant
Secretary, under the seal of the corporation, and such certificate shall set
forth the officers or representatives of Lessee who are authorized to grant such
approvals
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and to bind the Lessee thereto; and the City and all third parties affected by
any such approvals, including the holders of Bonds, may rely upon any writing
purporting to grant such approvals signed by any officer or representative thus
certified as being conclusively binding upon Lessee, and any such writing shall
itself constitute conclusive evidence that any and all corporate actions
necessary to be taken with respect to the matter thus approved by such officer
or representative shall be conclusively presumed to have been so taken by the
corporation, and that the approval therein given has been authorized by the
corporation.
(b) Whenever herein the approval of Lessee is required in connection with
additional bonds, the same shall be deemed to mean the complete ordinance,
except for rate of interest, award provisions and the terms of sale and any
other matters deferred until the date of sale as contemplated by Section 2.17,
Section 2.3 (last sentence of the first paragraph) governs the Bonds.
SECTION 6.4 REMEDIES AGAINST CONTRACTORS AND SUBCONTRACTORS AND SURETIES
Lessee shall participate in the planning, design and the award of any
contracts for the construction of the Facilities. Tn the event of default of
any contractor or subcontractor under any contract made by it in connection with
the construction of the Facilities, the City will promptly proceed, either
separately or in conjunction with others, to exhaust the remedies of the City
against the contractor or subcontractor so in default and against the surety of
each for the performance of such contract. The City agrees to advise the Lessee
of the steps it intends to take in connection with any such default. Any
amounts recovered by way of damages, refunds, adjustments or otherwise in
connection with the foregoing prior to the completion of any construction, shall
be made a part of the funds available for the payment of the Construction Costs.
If any such recoveries are made after the completion of any construction in
connection with the Facilities, the amounts recovered shall be applied in
accordance with Sections 2.4(3) hereof.
SECTION 6.5 NOTICES
Notices provided for in this Agreement shall be sufficient if sent by
registered or certified mail, postage prepaid, addressed, if to the City - Mayor
& City Council, Greenville, Texas. P.O. Box 1049, Greenville, Texas 75401,
Attention: City Manager, or to such other addresses and person as it may direct
in writing; and if to Lessee - E-Systems, Inc., Aircraft System Group,
P.O. Box 1056, Greenville, Texas 75401, Attention: General Manager, or to such
other address and person as it may direct in writing. Notices shall be deemed
completed when mailed unless otherwise herein required.
-31-
SECTION 6.6 PRIOR AGREEMENTS CANCELLED
The following lease agreements heretofore entered by and between the Lessor
(or its predecessor companies) and the City are hereby canceled: The Primary
Lease Agreement executed on the 28th day of February, 1951, effective as of
April 1, 1951, with Lessee's predecessor company, Texas Engineering and
Manufacturing Company (hereinafter referred to as the "Primary Lease"); and
Amendment No. 1, effective July 23, 1951; Amendment No. 2, effective August 21,
1951; Amendment No. 3, effective September 21, 1951; Amendment No. 4, effective
July 1, 1953; Amendment No. 5, effective September 1, 1953; Amendment No. 6,
effective December 1 1954; Amendment No. 7, effective June 30, 1955; Amendment
No. 8, effective December 6, 1956; Amendment No. 9, effective September 1, 1958;
Amendment No. 10, effective July 1, 1959; Amendment No. 11, effective May 1,
1961; Amendment No. 12, effective August 1, 1962; Amendment No. 13, effective
April 1, 1964; Amendment No. 14, effective November 1, 1964; Amendment No. 15,
effective July 1, 1965; Amendment No. 16, effective August 1, 1966; Amendment
No. 17, effective May 1, 1967; Amendment No. 18, effective July 1, 1968;
Amendment No. 19, effective July 1, 1969; Amendment No. 20, effective November
1, 1974; Amendment No. 21, effective December 18, 1974; Amendment No. 22,
effective January 10, 1975; and Amendment No. 23, effective April 9, 1976,
Agreement of Lease dated May 8, 1975 and recorded in Volume 764, pages 528-534
of the Deed Records of Hunt County, Texas by and between Lessor and Lessee three
additional tracts of land adjacent to the real property leased to Lessee under
the Primary Lease was also leased to Lessee; and it is provided however, that
any payment of Ground Rent under such Leases made prior to the execution of this
document by Lessee shall discharge any obligation to make a Ground Rent payment
under the provisions of this agreement; that the rental is the same and is to be
collected by the City only once; that the execution of this contract and the
cancellation of the prior contract are to be simultaneous and with respect to
rental, the date of the contract as set forth in the preceding contract is not
controlling on the question of Ground Rent between the date of this contract and
its execution. Net Rent is due on the dates specified herein.
This Agreement is executed as of the date shown on page one of this
Agreement.
CITY OF GREENVILLE
By /s/ Kenneth Linden
----------------------------
ATTEST: Mayor
/s/ Irene Wilson
- ------------------------------
City Clerk
APPROVED AS TO FORM
/s/ Debra Adami
- ------------------------------
City Attorney
E-SYSTEMS, INC.
By /s/ A. L. Lawson
----------------------------
Vice President
ATTEST:
/s/ J. D. Reynolds
- ------------------------------
Assistant Secretary
-32-
THE STATE OF TEXAS )
)
COUNTY OF HUNT )
BEFORE ME, the undersigned authority in and for Hunt County, Texas, on this
day personally appeared ___________________________, of E SYSTEMS, INCORPORATED,
known to me to be the person whose name is subscribed to the foregoing
instrument and known to me to be the VICE PRESIDENT of E SYSTEMS, INCORPORATED
and acknowledged to me that he executed the same for the purposes and
consideration therein expressed and in the capacity therein stated as the act
and deed of E SYSTEMS, INCORPORATED.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____ day
of________________________, 1977.
______________________________
Notary Public in and for
Hunt County, Texas
(Notary Seal)
THE STATE OF TEXAS )
)
COUNTY OF HUNT )
BEFORE ME, the undersigned authority in and for Hunt County, Texas, on this
day personally appeared _______________________, of the City of Greenville,
Texas, known to me to be the person whose name is subscribed to the foregoing
instrument and known to me to be the Mayor of the City of Greenville, Texas and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed and in the capacity therein stated s the act and deed of the
City of Greenville, Texas.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the _____ day of
__________________________, 1977.
______________________________
Notary Public in and for
Hunt County, Texas
(Notary Seal)
-33-
EXHIBIT B
Being all that certain tract and parcel of land located and situated within the
County of Hunt and State of Texas, being out of and a part of the A. Essary
Survey, Abstract Number 296, William Andrews Survey, Abstract Number 4, Andrew
McDonald Survey, Abstract Number 689, Hardin Denny Survey, Abstract Number 244,
E. G. Eliff Survey, Abstract Number 298, C. B. McDonald Survey, Abstract Number
692 and S. McBride Survey, Abstract Number 717 and more particularly described
as follows:
Tract A per Exhibit A
BEGINNING at the most Eastern Northeast corner of Majors Field, said point being
the Northeast corner of a 117.67 acre tract of land described ln warranty deed
from W. C. Mellaw to the City of Greenville, Texas, being recorded in Volume
414, Page 402 in the Deed Records of Hunt County, Texas;
THENCE 50"26'W, 1936 feet along the Eastern boundary line of Majors Field to a
point for a corner;
THENCE S47"27'W, 810.4 feet along said boundary line to a point for a corner:
THENCE S1"14'W, 1150 feet along said boundary line to a point for a corner;
THENCE N45"00'W, 4960 feet along a line to a point for a corner;
THENCE North, 1700 feet along a line to a point in the Northern boundary line of
Majors Field for a corner;
THENCE East, 1240 feet along said Northern boundary line of Majors Field to a
point for a corner;
THENCE South, 876.64 feet along said boundary line to a point for a corner;
THENCE East, 1887.5 feet along said boundary line to a point for a corner:
THENCE South, 693.06 feet along said boundary line to a point for a corner;
THENCE East, 1015.5 feet along said boundary line to the POINT OF BEGINNING and
containing 259.26 acres of land, more or less.
Tract B
BEGINNING at a point in the Eastern right-of-way of F.M. 1570 and Western
boundary line of Majors Field, said point being 279 feet S1"08'W from F. M. 1570
Highway Station Number 123+06.4 and a Northwest corner of a 225.9 acre tract of
land described in warranty deed from Hunt County, Texas to the City of
Greenville, Texas, being recorded In Volume 643, Page 496 in the Deed Records of
Hunt County, Texas, said point also being the Southwest corner of a tract of
land being occupied by a City of Greenville electrical sub-station and sewer
pump station;
THENCE East, 850 feet along the Southern boundary line of said electrical
sub-station and sewer pump station tract of land to its Southeast corner for a
corner;
THENCE N1"08'E, 427 feet along the Eastern boundary line of said electrical
substation and sewer pump station tract of land to its Northeast corner for a
corner, said corner being an inside corner of Majors Field's Northern boundary
line;
THENCE North, 349.2 feet along the Northern boundary line of Majors Field to a
point for a corner:
THENCE East, 880.2 feet along said boundary line to a point for a corner;
THENCE S30"00'E, 2180 feet along a line to a point for a corner, said point
lying in the Eastern boundary line of the North/South Ramp;
THENCE South, 4302.3 feet along the Eastern boundary line of said Ramp to a
point for a corner;
THENCE West, 485 feet along a line to a point in the Western boundary line of
said Ramp for a corner, said point being the Northeast corner of the General
Aviation Apron;
Exhibit B
Page 2
THENCE North, 375 feet along said Western boundary line of said Ramp to its
intersection with the Northern boundary line of Ninth Street for a corner;
THENCE West, 550 feet along said Northern boundary line of Ninth Street to its
intersection with the Eastern boundary line of Avenue "A" for a corner;
THENCE North, 1500 feet along the Eastern boundary line of Avenue "A" to its
intersection with the Southern boundary line of Seventh Street for a corner;
THENCE West, 1330 feet along the Southern boundary line of Seventh Street to the
Southwest corner of the intersection of Seventh Street and Avenue "D", said
corner being an inside corner of Majors Field's Western boundary line as
described in said warranty deed from Hunt County, Texas to the City of
Greenville, Texas, recorded in Volume 643, Page 496 in the Deed Records of Hunt
County, Texas;
THENCE S88"15'W, 106 feet along said boundary line to a point for a corner;
THENCE in a Northwesterly direction 30.1 feet along said boundary line and a
curve to the right having a radius of 252.5 feet and a central angle of 6"49'48"
to its intersection with the Eastern right-of-way line of F.M. 2101 for a
corner;
THENCE in a Northerly direction along the Eastern right-of-way line of said F.M.
2101 the following: N1"45'W, 88.2 feet; N46"45'W, 71.3 feet; Northwesterly 223
feet along a curve to the left having a radius of 11,509.2 feet and a central
angle of 1"6'36"; N41"08'E, 71.3 feet; N3"52'W, 100 feet; N48"52'W, 71.3 feet;
Northwesterly 94.1 feet along a curve to the left having a radius of 11,509.2
feet and a central angle of 0"28'6"; N4"50'W, 783.6 feet; N40"10'E, 59.3 feet;
N4"50'W, 100 feet; N43"52'W, 66 feet; Northeasterly 559.2 feet along a curve to
the right having a radius of 11,409.2 feet and a central angle of 2"48'3";
N46"08'E, 123.1 feet; N1"08'E, 100 feet; N43"52'W, 137.2 feet; Northwesterly
255.6 feet along a curve to the right having a radius of 11,405.2 feet and a
central angle of 1"18'14" to its intersection with the Eastern right-of-way line
of F.M. 1570;
THENCE N1"08"E, 830.7 feet along said right-of-way line of F.M. 1570 to the
POINT OF BEGINNING and containing 275.63 acres of land, more or less.
EXHIBIT C
Being all that certain tract and parcel of land located and situated within the
County of Hunt and State of Texas, being out of and a part of the William
Andrews Survey, Abstract Number 4, Joseph Prewitt Survey, Abstract Number 852,
Elisha Brake Survey, Abstract 64, Andrew McDonald Survey, Abstract Number 689,
Hardin Denny Survey, Abstract Number 244, John Manos Survey, Abstract Number
725, David Hall Survey, Abstract Number 484, William Mooney Survey, Abstract
Number 694, F. Thweatt Survey, Abstract Number 1342, E. G. Eliff Survey,
Abstract Number 298, and S. McBride Survey, Abstract Number 717 and more
particularly described as follows:
BEGINNING at the most Northern Northeast corner of Tract B per Exhibit A, said
corner being an inside corner of Majors Field's Northern boundary line, said
corner also being 349.2 feet North and 1578.1 feet East of the most Northern
Northwest corner of a 225.9 acre tract of land described in warranty deed from
Hunt County, Texas to the City of Greenville, Texas, being recorded in Volume
643, Page 496 in the Deed Records of Hunt County, Texas;
THENCE North, 180.8 feet along the Northern boundary line of Majors Field to a
point for a corner;
THENCE East, 761.9 feet along said boundary line to a point for a corner;
THENCE South, 176.3 feet along said boundary line to a point for a corner;
THENCE East, 672 feet along said boundary line to a point for a corner;
THENCE North, 1251.4 feet along said boundary line to a point for a corner;
THENCE East. 971.4 feet along said boundary line to a point for a corner;
THENCE South, 1979 feet along said boundary line to a point for a corner;
THENCE East, 430 feet along said boundary line to a point for a corner, said
point being the most Northern Northwest corner of Tract A per Exhibit A;
THENCE South, 1700 feet along a line to a point for a corner;
THENCE S45"00'E, 4960 feet along a line to a point in the Eastern boundary line
of Majors Field for a corner;
THENCE S1"14'W, 77.5 feet along the Eastern boundary of Majors Field to a point
for a corner;
THENCE in a Southwesterly direction 2144.7 feet along said boundary line to a
point in the Southern boundary line of said Majors Field for a corner;
THENCE West, 1749.5 feet along the Southern boundary line of Majors Field to a
point for a corner;
THENCE North, 188 feet along said boundary line to a point for a corner;
THENCE West, 423.4 feet along said boundary line to a point for a corner;
THENCE South, 188 feet along said boundary line to a point for a corner;
THENCE West, 1517 feet along said boundary line to a point for a corner;
THENCE South, 1248 feet along said boundary line to a point for a corner;
THENCE West, 750 feet along said boundary line to a point for a corner;
THENCE North, 648 feet along said boundary line to a point for a corner;
THENCE West, 927.44 feet along said boundary line to a point for a corner;
THENCE North, 600 feet along said boundary line to a point for a corner;
Exhibit C
Page 2
THENCE East, 343.64 feet along a line to its intersection with the Eastern
boundary line of the North/South Ramp projected for a corner;
THENCE North, 6254.3 feet along said projected line of said Ramp and the Eastern
boundary line of said Ramp to a point for a corner;
THENCE N30"00'W, 2180 feet along a line to the POINT OF BEGINNING and containing
720.02 acres of land, more or less.
EXHIBIT D
Being Tracts A, B, C, and D per Exhibit A and being all that certain tract and
parcel of land located and situated within the County of Hunt and State of
Texas, being out of and a part of the A. Essary Survey, Abstract Number 296,
William Andrews Survey, Abstract Number 4, Joseph Prewitt Survey, Abstract
Number 852, Elisha Brake Survey, Abstract Number 64, Andrew McDonald Survey,
Abstract Number 689, Hardin Denny Survey, Abstract Number 244, John Manos
Survey, Abstract Number 725, David Hall Survey, Abstract Number 484, William
Mooney Survey, Abstract Number 694, F. Thweatt Survey, Abstract Number 1342, R.
Barker Survey, Abstract Number 107, E. G. Eliff Survey, Abstract Number 298, C.
B. McDonald Survey, Abstract Number 692 and S. McBride Survey, Abstract Number
717 and more particularly described as follows:
BEGINNING at a point in the Eastern right-of-way of F. M. 1570 and Western
boundary line of Majors Field, said point being 279 feet S1"08'W from F. M. 1570
Highway Station Number 123+06.4 and a Northwest corner of a 225.9 acre tract of
land described in warranty deed from Hunt County, Texas to the City of
Greenville, Texas, being recorded in Volume 643, Page 496 in the Deed Records of
Hunt County, Texas, said point also being the Southwest corner of a tract of
land being occupied by a City of Greenville electrical sub-station and sewer
pump station;
THENCE East, 850 feet along the Southern boundary line of said electrical
sub-station and sewer pump station tract of land to its Southeast corner for a
corner;
THENCE N1"08'E, 427 feet along the Eastern boundary line of said electrical
sub-station and sewer pump station tract of land to its Northeast corner for a
corner, said corner being an inside corner of Majors Field's Northern boundary
line;
THENCE North, 349.2 feet along the Northern boundary line of Majors Field to a
point for a corner;
THENCE East, 880.2 feet along said boundary line to a point for a corner;
THENCE North, 180.8 feet along said boundary line to a point for a corner;
THENCE East, 761.3 feet along said boundary line to a point for a corner;
THENCE South, 176.3 feet along said boundary line to a point for a corner;
THENCE East, 672 feet along said boundary line to a point for a corner;
THENCE North, 1251.4 feet along said boundary line to a point for a corner;
THENCE East, 971.4 feet along said boundary line to a point for a corner;
THENCE South, 1979 feet along said boundary line to a point for a corner;
THENCE East, 1670 feet along said boundary line to a point for a corner;
THENCE South, 876.64 feet along said boundary line to a point for a corner;
THENCE East, 1887.5 feet along said boundary line to a point for a corner;
THENCE South 693.06 feet along said boundary line to a point for a corner;
THENCE East, 1015.5 feet along said boundary line of Majors Field to a point in
the Eastern boundary line of said Majors Field for a corner;
THENCE S0"26'W, 1936 feet along the Eastern boundary line of Majors Field to a
point for a corner;
THENCE S47"27'W, 810.4 feet along said boundary line to a point for a corner;
THENCE S1"4'W, 1227.5 feet along said boundary line to a point for a corner;
THENCE in a Southwesterly direction 2144.7 feet along said boundary line to a
point in the Southern boundary line of said Majors Field for a corner;
THENCE West, 1749.5 feet along the Southern boundary line of Majors Field to a
point for a corner;
Exhibit D
Page 2
THENCE North, 188 feet along said boundary line to a point for a corner;
THENCE West, 423.4 feet along said boundary line to a point for a corner;
THENCE South, 188 feet along said boundary line to a point for a corner;
THENCE West, 1517 feet along said boundary line to a point for a corner;
THENCE South, 1248 feet along said boundary line to a point for a corner;
THENCE West, 750 feet along said boundary line to a point for a corner;
THENCE North, 648 feet along said boundary line to a point for a corner;
THENCE West 927.44 feet along said boundary line to a point for a corner;
THENCE North, 600 feet along said boundary line to a point for a corner;
THENCE West 1956.46 feet along said boundary line to a point for a corner, said
corner lying in the Eastern right-of-way line of F.M. 2101 and the Western
boundary line of Majors Field;
THENCE in a Northwesterly direction, 133 feet along a curve to the right having
a radius of 1145.92 feet and a central angle of 6''39', to a point for a corner
said curve being said Eastern right-of-way line of F.M. 2101 and Western
boundary line of Majors Field;
THENCE North 3740.9 feet along said Western boundary line of Majors Field to a
point for a corner;
THENCE S88"15'W, 106 feet along said boundary line to a point for a corner;
THENCE in a Northwesterly direction 30.1 feet along said boundary line and a
curve to the right having a radius of 252.5 feet and a central angle of 6"49'48"
to its intersection with the Eastern right-of-way line of F.M. 2101 for a
corner;
THENCE in a Northerly direction along the Eastern right-of-way line of said F.M.
2101 the following: N1"45'W, 88.2 feet; N46"45'w, 71.3 feet; Northwesterly 223
feet along a curve to the left having a radius of 11,509.2 feet and a central
angle of 1"'36"; N41"08'E, 71.3 feet; N3"52'W, 100 feet; N48"52'W, 71.3 feet;
Northwesterly 34.1 feet along a curve to the left having a radius of 11,509.2
feet and a central angle of 0"28'6"; N4"50'W, 783.6 feet; N40"10'E, 59.3 feet;
N4"50'W, 100 feet; N43"52'W, 66 feet; Northeasterly 559.2 feet along a curve to
the right having a radius of 11,409.2 feet and a central angle of 2"48'30';
N46"08'E, 123.1 feet; N1"08'E, 100 feet; N43"52'W, 137.2 feet; Northwesterly
259.6 feet along a curve to the right having a radius of 11,409.2 feet and a
central angle of 1"18'14" to its intersection with the Eastern right-of-way line
of F.M. 1570;
THENCE N1"08'E, 830.7 feet along said right-of-way line of F.M. 1570 tb the
POINT OF BEGINNING and containing 1422.41 acres of land, more or less.
EXHIBIT E
FIELD NOTES
Being all that certain tracts and parcels of land located and situated within
the County of Hunt and State of Texas, being out of a part of the A. Essary
Survey, Abstract Number 296, William Andrews Survey, Abstract Number 4, Andrew
McDonald Survey, Abstract Number 689, C. B. McDonald Survey, Abstract Number 692
and S. McBride Survey, Abstract Number 717 and more particularly described as
follows:
TRACT I (BUILDING 136-B)
BEGINNING at a point 1195.98 feet East and 69.5 feet South of the
intersection of the center line of 3rd Street and the East boundary line of F.M.
1570;
THENCE East 150 feet for a corner;
THENCE South 125 feet for a corner;
THENCE West 150 feet for a corner;
THENCE North 125 feet to the POINT OF BEGINNING and containing 18,750 square
feet of land.
TRACT II (BUILDING 116)
BEGINNING at a point 1602.75 feet East and 1510.10 feet S O degrees 03' 20"W of
the intersection of the center line of 3rd Street and the East boundary line of
F.M. 1570;
THENCE S 89 degrees 56'40" E, 240 feet for a corner;
THENCE S 0 degrees 03'20"W, 300 feet for a corner;
THENCE N 89 degrees 56'40"W, 240 feet for a corner;
THENCE N 0 degrees 03'20"E, 300 feet to the POINT OF BEGINNING and containing
72,000 square feet of land.
TRACT III (BUILDING 108)
BEGINNING at a point 1850.28 feet East and 330 feet South of the
intersection of the center line of 3rd Street and the East boundary line of F.M.
1570;
THENCE South 125 feet for a corner;
THENCE West 140 feet for a corner;
THENCE North 125 feet for a corner;
THENCE East 140 feet of the POINT OF BEGINNING and containing 17,500 square feet
of land.