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HomeMy WebLinkAbout8812RESOLUTION NO. 8812 A RESOLUTION APPROVING A HANGAR GROUND LEASE AGREEMENT FOR LOT NO. 11 IN THE GENERAL AVIATION HANGAR DEVELOPMENT AREA BETWEEN PUEBLO, A MUNICIPAL CORPORATION, AND BLITZ AVIATION, LLC, A LIMITED LIABILITY COMPANY, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME, Be it resolved by the City Council of Pueblo, Colorado, that: SECTION 1 A certain Lease Agreement, a copy of which is attached hereto and made a part hereof by reference, after having been approved as to form by the City Attorney, by and between the City of Pueblo, a Municipal Corporation, and Blitz Aviation, LLC, a Limited Liability Company, covering the lease of Lot No. 11 located at Pueblo Memorial Airport General Aviation Hangar Development Area, by and the same is hereby approved; subject to the conditions as set forth in said Lease Agreement. SECTION 2 The President of City Council is hereby authorized to execute said Lease Agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the Seal of the City thereto and attest the same. Introduced September 27, 1999 By Al Gurule Councilperson ATTEST: X-z�� City erk esident of City Council ARTICLES OF ORGANIZATION FOR BLITZ AVIATION, L.L.C. A LIMITED LIABILITY COMPANY 1. The name of this Company shall be Blitz Aviation, L.L.C., a limited liability company. 2. It registered office in the State of Delaware is to be located at 1013 Centre Rd, in the City of Wilmington, and its registered agent at such address is Corporate Agents, Inc. 3. The purpose of the Company shall be: • To engage in any lawful act or activity for which a Limited Liability Company may be formed under the Limited Liability Company Law of the State of Delaware. 4. The company shall exist for a period of thirty (30) years from and after the date the Delaware Secretary of State issues a Certificate of Formation, unless dissolved by law. 5. The name and mailing address of the persons forming this Limited Liability Company at the instruction of its members is as follows: Wicliffe Hendrix, 1200 Mass St., Pueblo, CO 81001 6. The regulation of the internal affairs of the Company is set forth in the Limited Liability Company Agreement maintained by the members and/or managers. In witness whereof, the undersigned, being the individual forming the Company herein before named, as executed, signed and acknowledged this Articles of Organization this I' day of May, 1998. LeWayne Garrison I HANGAR GROUND LEASE THIS LEASE, made and entered into this 27th day of September , 19 99 A.D. between the City of Pueblo, a municipal corporation, "Lessor ", and Blitz Aviation, LLC , "Lessee." WITNESSETH: WHEREAS, the Lessor is the owner and operator of the Pueblo Memorial Airport together with the land on which said airport is situated, and WHEREAS, Lessee is desirous of leasing a tract of ground, approximately 160 ft. by 125 ft. in size, on said Airport property for the purpose of constructing and occupying a new Hangar, NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows: 1. Land Parcel The Lessor hereby leases unto the Lessee and Lessee hereby leases from Lessor for the term and upon the rental and conditions hereinafter stated, the real property described in Exhibit "A ", attached hereto and made a part hereof, situated in the City of Pueblo, State of Colorado. The attached Exhibit "B" consists of a diagram of the Hangar. The term "leased premises" means and includes the real property, hangar and other improvements located on the real property. 2. Term A. The term on this Lease is for a period of twenty (20) years commencing September 28, 1999 and ending September 27, 2019 unless sooner terminated as herein provided. B. Lessor grants unto Lessee the right and option to extend the lease term for two consecutive ten (10) year periods immediately following the original twenty (20) year lease term. Such option shall be exercised no later than one hundred eighty days before the end of the original term or the first extended term, as the case may be. Exercise of such options to extend, shall be in writing but in no event shall Lessee be entitled to exercise this option, even though such notice be timely given, unless Lessee shall have timely performed all of its obligations hereunder and not be in default hereunder. 3. Rental Rate and Other Fees A. Lessee shall pay rent to the Lessor for the ground lease herein granted a sum per month equal to one - twelfth (1/12) of the initial annual rent during the original term, payable in advance without notice, offset or deduction, and shall be due quarterly on the first day of each quarter at the Director of Aviation's Office. The commencement date of this lease, as set forth in paragraph 2, Term, shall be the date upon which rent begins. The initial annual is $ 1,000.00 calculated by multiplying the gross leased land area by $0.05 per square foot. The amount of rent the Lessee pays will be adjusted based upon the consumer price index for all urban consumers, CPI -U (all items 1982- 1984 =100). The rent shall be adjusted on the 5th, 10th, 15th, and 20th anniversary of the commencement date of this lease and each five (5) year increment of any extended term. The rent will be increased by a percentage equal to the percentage increase in the CPI-L1 for the preceding 5 -year period over the comparable CPI -U HANGAR GROUND LEASE for the first month of said 5 -year period. Any rent overdue for more than thirty (30) days will have an additional fee added to cover extra administrative costs. The additional fee will equal ten percent (10 %) of the gross amount of all overdue rents. In the event the Lessor initiates any proceedings to collect any unpaid rent from Lessee or to enforce any other provision of this Lease, Lessee shall pay all of the Lessor's expenses in connection therewith, including reasonable attorney's fees. B. Lessee shall pay a combined service fee for services and facilities now furnished by the Lessor at the Pueblo Memorial Airport, namely: public street maintenance, fire protection and street lighting based upon the amount established by Lessor which is currently $297.50 per acre per year. The Lessor may, from time to time, reduce, alter, or eliminate any or all of the services or facilities presently being furnished and may modify, increase, or decrease the annual combined service fee therefore and the manner by which it is calculated, including making separate charges, therefore, provided (i) such services and fee shall be non - discriminatory among other tenants and owners of land at Pueblo Memorial Airport receiving such services and facilities then being furnished and (ii) such fee shall be reasonable in relation to the Lessor's actual cost and expense of furnishing the services and facilities then being furnished. The Lessor's cost may include the cost of capital improvements amortized over the useful life of the improvements. Only domestic waste water shall be discharged from the leased premises to Lessor's sanitary sewer system. Lessee shall be subject to the same restrictions, conditions, fees and charges as other users of Lessor's sanitary sewer system. 4. Improvements and Use A. Lessee shall cause to be constucted and installed upon the leased premises the Hangar and other improvements in accordance with plans and specifications approved by Lessor including architectural approval, which consent will not unreasonably be withheld. The Hangar and other improvements shall be constructed in a good and workmanlike manner in accordance with the applicable ordinances and building codes of the City of Pueblo and pursuant to a building permit issued by the Regional Building Department. Lessee shall diligently take all action reasonably required and appropriate to (1) commence construction and installation of the Hangar and other improvements within six (6) months from commencement date, and (2) complete such construction and installation within twelve (12) months from commencement date. B. In addition to constructing the Hangar and improvements, Lessee shall cause all utilities to be used by Lessee to be extended underground to the leased premises within easements and locations to be designated by Lessor and the Lessee shall be responsible for constructing and maintaining a concrete ramp area in front of the Hangar in accordance with plans and specifications approved by Lessor. This concrete ramp area must be designed for a minimum weight bearing capacity of 12,500 pounds for single wheel aircraft and must be built to the width of the Hangar door opening, less the area required for the Hangar. Should development take place adjacent to the leased premises, the Director of Aviation at his sole discretion may require Lessee to pave sections of the leased premises to the full width of the leased premises. This concrete area must be built so as to connect onto any adjacent ramp, taxiway, or other paved areas in order that a continuous and safe pavement section results. It is the responsibility of the Lessee to maintain the entire ramp area in a manner which is safe and 2 HANGAR GROUND LEASE clean of debris so as not to cause danger or unsafe conditions for taxiing aircraft and airport users. C. The leased premises shall be used and occupied by Lessee as a Hangar facility for the storage of aircraft owned or leased by Lessee and for such incidental purposes directly related to such use. Lessee shall have no right to utilize the leased premises, or any improvement thereon, other than as specifically allowed under this subsection, and it is specifically understood that the leased premises shall not be used for any commercial purpose including, without limitation, an aviation fixed base operation or other commercial aviation operation or the sale of aviation fuel. D. No aircraft service or maintenance shall be performed on the leased premises on any aircraft not owned or leased by the Lessee or Subtenant of the Lessee, provided, however, in no event shall Lessee or any Subtenant of Lessee conduct or operate an aircraft service or maintenance business on the leased premises. E. Lessee grants to the Lessor the right to enter, with reasonable prior notice, the leased premises to do what is necessary for the purposes of repairing, replacing and /or maintaining any and all utility lines under the leased premises which serve other users at the Pueblo Memorial Airport, it being understood that the Lessor will repair, in a good and workmanlike fashion, any and all damage done to the leased premises as the result of work done hereunder. F. Lessee shall maintain the leased premises in accordance with the requirements and regulations of the Lessor and Lessor's fire code. The Lessee shall be responsible for all costs, fees, charges and penalties associated with the discharge or release of any hazardous material (including petroleum products) or mitigating the containment or removal of any contamination or hazardous material (including petroleum products) on the leased premises which is caused by the Lessee, its officers, agents, or employees. It is understood that the Lessee is not responsible for any conditions which may be determined to have existed prior to the commencement date of this lease. The storage and accumulation of flammables, explosive liquids, or solids, waste, debris or other hazardous materials within or on the leased premises shall be in an environmentally sound manner and comply with all Federal, State and Local laws and regulations. G. Lessee will not modify, alter, paint or improve the completed Hangar except to the extent required to maintain its original state. Any additional modification, painting or improvements to the Hangar or leased premises must receive prior written approval from the Lessor, which approval shall not unreasonably be withheld. H. Lessee shall not park or leave aircraft on the taxiways or on pavement adjacent to the Hangar in a manner which interferes with or obstructs access to adjacent hangars. Parking of automobiles will be permitted only in paved designated parking areas or within the Hangar. 5. Maintenance Obligations Lessee, at its expense, shall keep the the leased premises, and utilities extended to the leased premises, in good repair and condition, and in a safe, sanitary, orderly, and sightly condition. 3 HANGAR GROUND LEASE 6. Title to Improvements It is hereby stipulated and agreed that the Hangar and all improvements erected and constructed on the leased premises by Lessee shall be attached to the leased premises and title to same shall remain in the Lessee while this Lease is in effect. 7. Right of First Refusal If Lessee desires to sell the Hangar and other Lessee improvements during the term of this Lease, Lessee shall first offer in writing to sell same to Lessor upon the price, terms and conditions Lessee would be willing to accept in a good faith arms - length sale to a third party (the "Offer "). Lessor shall have thirty (30) days after receipt of the Offer to accept the Offer. If Lessor does not accept the Offer in writing within said thirty (30) day period, Lessee may sell the Hangar and other Lessee improvements to a third party free of Lessor's right of first refusal granted by this section, but not at a price less than, nor upon terms and conditions more favorable than those contained in the Offer. If Lessee sells the Hangar and other Lessee improvements to Lessor, this Lease shall terminate. If Lessee sells the Hangar and other Lessee Improvements to a third party, Lessee shall remain obligated and liable under this Lease unless and until Lessee assigns this Lease pursuant to Section 16(A) hereof. 8. Signs Lessee shall not erect, paint or maintain any signs whatsoever upon the leased premises without first securing the written consent of the Lessor, such consent shall not be unreasonably withheld. Any such signs shall comply with all ordinances and regulations of the Lessor or standards which might be developed by the Department of Aviation. Only one identification sign, logo, or name may be permitted on the exterior of the Hangar. 9. Right of Inspection The Lessor reserves and retains for its officers, employees and authorized representatives the right to enter the leased premises during reasonable business hours, and after prior notice, for the purpose of inspecting and protecting the leased premises, and of doing any and all things which the Lessor may deem necessary for the proper general conduct and operation of the Pueblo Memorial Airport, and in the exercise of the Lessor's police power. 10. Taxes and Licenses Lessee covenants and agrees to pay promptly all valid taxes and other government charges of whatever nature assessed against or applicable to the leased premises or Lessee or Lessee's property or operations on the leased premises. Lessee also covenants and agrees not to permit any mechanic's or materialman's lien to be filed against the leased premises or any part or parcel thereof by reason of any work or labor performed or materials furnished by any contractor, subcontractor, mechanic or materialman. Lessee further covenants and agrees to pay promptly when due all bills, debts and obligations incurred by it in connection with its operations on the leased premises, and not to permit the same to become delinquent and to suffer no lien, mortgage, judgment or execution to be filed against the leased premises which will be in any way an impairment of the rights of the Lessor under this Lease Agreement. 4 HANGAR GROUND LEASE 11. Indemnification Lessee assumes the risk of loss or damage to the leased premises and property thereon, whether from windstorm, fire, earthquake, snow, water run -off, or any other causes whatsoever. Lessee covenants and agrees that it will indemnify and save harmless Lessor, its officers, agents and employees from all demands, claims, costs, causes of action or judgments, and from all expenses incurred by Lessor, in investigating or resisting the same, including reasonable attorney fees, arising from or growing out of the negligent acts or omissions of Lessee, its contractors, agents, members, stockholders, employees, invitees, servants, subtenants, successors or assigns in connection with its use or occupancy or their use or occupancy of any portion of the Pueblo Memorial Airport, including the leased premises. 12. Insurance and Damage A. At all times during the term of this Lease Agreement, and of any renewal or extension hereof, Lessee agrees that it will, at its own cost and expense, provide and keep in force commercial liability insurance which includes personal injury and property damage with a combined single limit not less than $1,000,000. Lessee shall insure the Hangar and other improvements in an amount equal to their full insurable value. Lessee shall provide Lessor with copies showing proof of such insurance and subsequent renewals or changes as might occur during the term of this lease. With respect to any insured loss to the leased premises and property thereon, including aircraft, Lessee releases Lessor, it's officers, agents, and employees from any claim or liability Lessee may have on account of such loss and waives any right of subrogation which might otherwise exist in or occur to any person on account thereof. B. Such policies shall provide that they may not be materially changed, altered, or canceled by the insurer during its terms without first giving ten (10) days written notice by certified or registered United States mail to the Lessor. C. Lessee shall not violate the terms or prohibitions of any insurance policy herein required to be furnished by Lessee. D. If the Hangar or other improvements (the "Improvements ") are damaged or destroyed by fire or other casualty, Lessee shall within one hundred twenty (120) days from the occurrence of such casualty either (1) repair and restore the damaged or destroyed Improvements, (2) demolish the damaged or destroyed Improvements, restore the leased premises to their original condition, and terminate this Lease, or (3) demolish the damaged or destroyed Improvements and commence constructionof replacement Improvements, and thereafter complete such construction within nine (9) months from the occurrence of such casualty. All repairs to or restoration of Improvements and /or construction of replacement Improvements shall be in compliance with applicable laws and codes, and in accordance with plans and specifications therefor approved by Lessor, which approval will not be unreasonably withheld. 13. Waivers No provision of this lease may be waived except by an agreement signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision. 5 HANGAR GROUND LEASE 14. Holding Over Should Lessee hold over the use of or continue to occupy the leased premises after the termination or cancellation of this Lease Agreement, such holding over shall be deemed merely a tenancy for successive monthly terms upon the same conditions as provided in this Lease Agreement subject to termination upon thirty (30) days prior written notice. 15. Inconvenience During Construction Lessee recognizes that from time to time it will be necessary for the Lessor to initiate and carry forward extensive programs of construction, reconstruction, expansion, relocation, maintenance and repair at and to the Pueblo Memorial Airport in order that the Pueblo Memorial Airport and its facilities may be suitable for the volume and character of air traffic and flight activity which will require accommodation, and that such construction, reconstruction, expansion, relocation, maintenance, and repair may inconvenience or interrupt Lessee's operations at the Pueblo Memorial Airport. Lessee agrees that no liability shall attach to Lessor, its officers, agents, employees, contractors, subcontractors and representatives by reason of such inconvenience or interruption, and for and in further consideration of the premises, Lessee waives any right to claim damages or other consideration therefor, provided, however, that this waiver shall not extend to, or be construed to be a waiver of, any claim for physical damage to property resulting from negligence or willful misconduct of the Lessor, its officers, agents, employees, contractors, subcontractors and representatives. Lessor agrees to waive payment of monthly lease payment for any construction rendering hangar unusable for a period exceeding thirty (30) days. 16. Place and Manner of Payments In all cases where Lessee is required by this Lease Agreement to pay any rentals, rates, fees or other charges or to make other payments to Lessor, such payments shall be made at the office of the Director of Aviation at the Pueblo Memorial Airport, or at such other place as Lessor may hereafter designate by notice in writing to Lessee and shall be made in legal tender of the United States and any check shall be received by Lessor subject to collection. Lessee agrees to pay any bank charges made for the collection of any such checks. 17. Assignments and Subletting A. Lessee shall not assign or transfer this Lease without the prior written consent of Lessor, which consent shall not be unreasonably withheld. Any assignment or transfer without the prior written consent of Lessor shall be void. B. Lessee may sublet space in the Hangar to a Subtenant pursuant to a written sublease which shall contain among other provsions the following: (1) The sublease shall be subject to and governed by the covenants and provisions of this Hangar Ground Lease and Subtenant shall abide by all the terms and conditions thereof applicable to the leased premises and use thereof. R HANGAR GROUND LEASE (2) The Subtenant shall maintain and keep in force commercial liability insurance with a combined single limit not less than $ 1,000,000. (3) An indemnification provision substantially the same as set forth in paragraph 11 hereto. (4) The sublease shall not become effective until an executed copy thereof is delivered to the City's Department of Aviation. C. Lessor consents to Lessee assigning its leasehold estate created hereby (the "Leasehold Estate ") to a financial institution (the "Lender ") as collateral security for the repayment of a construction and /or permanent loan from Lender to Lessee for the sole and only purpose of financing the original acquisition, construction and installation of the Hangar and other improvements (the "Improvements ") (the "Loan "). For purposes of such Loan, Lessor further consents to Lessee morgaging or otherwise encumbering its right, title and interest in the Improvements as security for the Loan (the "Mortgage "), provided, however, that at no time shall Lessor's interest and title in and to the leased premises and Improvements, if any, be or become subordinate or subject to such Loan and Mortgage. If Lessee so assigns its Leasehold Estate and mortgages or otherwise encumbers its interest in the Improvements, the Lender or any subsequent holder of the Loan may cause the Mortgage to be foreclosed in any lawful manner, or by instrument of conveyance in lieu of foreclosure, acquire Lessee's title and interest in and to the Leasehold Estate and Improvements subject to the terms, covenants and provisions of this Lease. 18. Agreements with United States This Lease Agreement is subject and subordinate to the terms, reservations, restrictions, provisions, and conditions of the deed of conveyance from the United States Government to the Lessor and of any other existing or future agreement between the Lessor and the United States, relative to the use, operation or maintenance of the Pueblo Memorial Airport and its appurtenant facilities, the execution of which has been or may be required as a condition precedent to the participation by any Federal Agency in the extension, expansions, or development of said Airport and facilities. 19. Lessee's Default A. Any one of the following shall constitute an event of default by Lessee hereunder: (1) Failure of Lessee to pay in full all delinquent installments of rent and /or combined service fees for a period of ten (10) days after written notice and demand therefor are given by Lessor to Lessee. (2) Failure of Lessee to perform or comply with any obligations, covenant or agreement of Lessee hereunder for a period of thirty (30) days after written notice specifying such failure is given by Lessor to Lessee, except that if such obligation, covenant or agreement is not capable of being performed within said thirty (30) day period, Lessee shall not be in default if Lessee shall commence such performance within said thirty (30) day period and thereafter prosecute the same with diligence and continuity to completion. 7 HANGAR GROUND LEASE B. In the case of any event of default by Lessee, Lessor shall have the following remedy in addition to all other rights and remedies provided by law or in equity, including without limitation, damages and specific performance: (1) Terminate this Lease by one hundred twenty (120) days prior written notice given to Lessee specifying the date of termination. In the event of such termination, Lessee shall have the right during said one hundred twenty (120) day period to either: (a) remove the Hangar and other improvement of Lessee from the leased premises and restore the leased premises to their original condition; or, (b) provided Lessee has first complied with the provisions of Section 7 hereof, sell the Hangar and other improvements of Lessee and assign this Lease to a third person with the prior written consent of Lessor, which consent will not be unreasonably withheld, contingent upon such third person (i) curing and correcting all existing events of default by Lessee, and (ii) assuming and agreeing to comply with and perform all obligations, covenants and agreements of Lessee under this Lease. (2) If Lessee fails to complete either 1(a) or (b) above within said one hundred twenty (120) day period, Lessee shall vacate the leased premises, Hangar and other Lessee improvements thereon and surrender possession of same to Lessor, and, at the option of the Lessor, the Hangar and all Lessee improvements shall remain on the leased premises as the property of Lessor, or, Lessor may, at the expense of Lessee, cause the Hangar and other Lessee improvements to be removed and the leased premises restored to their original condition. 20. Notices All notices required to be given to Lessor hereunder shall be in writing and be sent by certified mail to Pueblo Memorial Airport Administration Office 31201 Bryan Circle, Pueblo, Colorado 81001 All notices required to be given to Lessee hereunder shall be in writing and sent by certified mail, addressed to: Blitz Aviation LLC, 1200 Mass Street, Pueblo, CO 81001 provided, that the parties, or either of them, may designate in writing from time to time subsequent or supplementary persons or address in connection with said notices. The effective date or service of any such notice shall be the date such notice is mailed by Lessee or Lessor. 21. Rules and Regulations A. In addition to all other provisions of this Lease Agreement, Lessee agrees to comply with all Federal, State, and Lessor's Rules and Regulations, and all amendments, thereto, including Chapter 1 of Title III of the 1971 Code of Ordinances. B. Lessee, its officers, agents and employees shall faithfully observe all rules and regulations affecting the use of the Pueblo Memorial Airport or motor vehicles thereon or the use and occupancy of the leased premises, whether established by the Director of Aviation, the City of Pueblo, the State of Colorado, or the United States or agencies thereof and Lessee's use and occupancy of the leased premises and improvements thereon are subject to all ordinances E? HANGAR GROUND LEASE of the City of Pueblo the same as though the Property and Pueblo Memorial Airport was located within the jurisdictional limits of the City of Pueblo. 22. F.A.A. Lease Requirements A. The Lessor reserves the right, without any obligation on its part to do so, to develop, modify, change, improve or abandon the Pueblo Memorial Airport or any part thereof, as it may determine in its sole discretion, at any time, regardless of the desires or view of Lessee, and without interference or hindrance from Lessee or liability to Lessee. B. The Lessor reserves the right, without any obligation on its part to do so, to maintain and keep in repair the landing area of the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Lessee in this regard. C. This Lease Agreement shall be subordinate to the provisions and requirements of any existing or future agreement between the Lessor and the United States, relative to the use, development, operation, or maintenance of the Airport. D. Lessee shall comply with the notification and review requirements covered in Part 77 of the Federal Aviation Regulations with respect to the construction of any structure or building on the leased premises, or in the event of any planned modification or alteration of any present or future building or structure on the leased premises. E. It is understood and agreed that nothing contained in this Lease Agreement shall be construed to grant or authorize the granting of an exclusive right within the meaning of Section 308 of the Federal Aviation Act. F. Lessor reserves for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the leased premises, together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft now known or hereafter used for navigation or flight in said airspace, and for use of said airspace for landing on, taking off from, or operations on or over the Pueblo Memorial Airport. G. Lessee by accepting this Lease Agreement expressly agrees for itself, its successors and assigns that it will not erect nor permit the erection of any structure, building or object nor permit the growth of any tree on the leased premises to a height not to exceed 22 feet above ground level. In the event the aforesaid covenant is breached, the Lessor reserves the right to enter upon the leased premises and to remove the offending structure or object and cut the offending tree, all of which shall be at the expense of the Lessee. H. Lessee shall not make use of the leased premises in any manner which might interfere with the landing and taking off of aircraft at Pueblo Memorial Airport or otherwise constitute a hazard to aviation. In the event the aforesaid covenant is breached, the Lessor reserves the right to enter upon the leased premises and cause the abatement of such interference at the expense of the Lessee. 23. Miscellaneous E HANGAR GROUND LEASE A. This Lease and all of its covenants and provisions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, subtenants and approved assigns. B. No waiver by the Lessor of any failure by Lessee to comply with any term or condition of this Lease shall be or shall be construed to be a waiver by the Lessor of any other failure by Lessee to comply with any term or condition of this Lease Agreement. C. This Lease and any amendments hereto are subject to prior approval of the Federal Aviation Administration. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written. ATTEST: LESSOR - /� CITY OFi'PUEBLO, A MUR'ICIPAL CORPORATION City f -- - r� APPROVED AS TO FORM: By Pr sident of the City Council LESSEE: BLITZ AVIATION, LLC Ot City Attorney Matt E. Davison Grand PooBah 10 Wicliffe drix Keeper 6f the Coin 10 HANGAR GROUND LEASE GUARANTY To induce Lessor to enter into the foregoing Lease, the undersigned hereby unconditionally and absolutely, jointly and severally, guarantee to Lessor the prompt and timely payment and performance by Lessee of all the terms, covenants, conditions, obligations, agreements and payments contained in the Lease on the part of the Lessee to be made and performed thereunder, during the period from the commencement date of the Lease and until twelve (12) months after the completion of the Hangar to be constructed and installed by Lessee, whether extended, renewed or modified, all without notice or demand to, or consent of the undersigned, and notwithstanding any transfer or assignment by Lessee of the Lease or any of its interest therein, or the release, discharge, impairment, or stay of Lessee's obligations or liabilities under the Lease, or the invalidity of the Lease for any reason whatsoever. yT Signed thi day of + 4 , 1999. Member Member Member 11 Mangini & Associates Inc EXHIBIT °A" 631 Lake Avenue 187S. Purcell Boulevard Pueblo, Colorado 81004 Pueblo West, Colorado 81007 (719) 544 -0865 (719) 547 -4099 (719) 544 -0876 Fax (719) 547 -4223 Fax April 16, 1999 LEGAL DESCRIPTION FOR PARCEL FOR BLITZ PARTNERS PUEBLO MEMORIAL AIRPORT PUEBLO, COLORADO A tract of land located in Section 25 of Township 20 S, Range 64 W of the Sixth Principal Meridian, more specifically described as follows: Beginning at the northwest corner of Section 25, thence S 75 °49'09 "E, 1,666.99 feet to the centerline at the west end of Runway 8L/26R, more specifically known as Station 0 +00: Thence N 88'16")6"E, 3,1 16.02 feet along the Runway centerline to a point, Thence S 1 °43'24 "E, 2,072.34 feet, to a point 2,072.34 feet right of Runway 8L/26R Station 31 +16.02, to the True Point of Beginning; Thence S 1'43'24"E, 125.00 feet; Thence S 88 °16'36 "W, 160.00 feet; Thence N 1'43'24"W, 125.00 feet; Thence N 88 °16'36 "E, 160.00 feet, to the True Point of Beginning. Said lease parcel contains 20,000 square feet (0.46 acres) more or less. . �v Vvv4 �r�'i -'� MATT A. CORDOVA PROFESSIONAL LAND SURVEYOR 33194 a-!u i q DATE o � P p 0 RFG /tom' A U 33194 U i p r k - 0A Professional Engineers & Land Surveyors 0 50" 25'25' m 11j � � 6E � 6� 1 0 �g Iti6 �h 126 C h L h 1 {'l x � x 0v x 9 /41 0 ��xy� 0 g 0 0 y� °� �` OT 3 5� y � OT 1 LOT 2 N 88'16'3 LOT 4 LOT 5 80' 80' 62' 62' 80' h HOYLE. SHAPIRO KRUTZKE NUNN BROWN , (n 11 '"�. 1 y�. y (n X6'19 q �b 1q q � A 6 1 q p X 0� M6�0 � � 4' �c}`� vl �°�� Q or o or o r«er o rz9er o argot ►' °ngce1 _ 1Ao N P or ce1 N P or fi N „ . ........... 09�SeP°� {t .....................' i+a O fC ................. �y. N5 89 ?0 (C jx .......... ' ..g.� 5 89 Qg 4 .......... .......... O N `ea200 8200 �B°55 8355 5 °� X8200 N O Z 80" 80' 62' 62' 80' 2 ti ti� 1.y ti� - _ -- oN � Taxilane ��6 ti — T --� ti M 88 '16'36 n x a\ x x x ti t �0 Sto. J1+40 1857.5'Rt / LOT 6 5` LOT 7 5� LOT 8 5t LOT 9 5�° R/W BL/26R N 70" 70' 70' 70' 80' C.A.T. TUPPER PUEBLO LOT 10 o nPARTNERS AERO ROUKEMA z - PARTNERS ............................................................................. ............................... L ! by999 `'� bb5y1 /,b bq 7 0 Lti 7 O ? n a v a t�6r9ca, NAo X �or9'e1 °�ce� ^ `N 6 po f�. 1 Qo fk. 8 po f t. q po ft. 1 Po K• ,art G� $°• C- se 54' G y so 5 c ", ,eoso0 5°. ea So $4' In N N 70 70' 70' 1 70' 1 80 Sta. 26+50 2047,5'Rt S 88 Sta. 31 +20 2047.5'Rt R/W 8L/26R R/W SL/26R Taxilane N Stc. 29 +56.01 2072.34'Rt "B Sto. 31 + 16.01 2072.34'Rt R/W SL126R R/W 8L/26R N 88'1 6J6"E 160.00' LOT 11 BLITZ °o AVIATION g pn N Stc 29 +56.01 27973a'Rt Z Sta- 31 +76.07 279734'Rl R/W 8L /26R R/W 8L /=6R Sta. 26.50 2222.5 'Rt S 88'1636"W 160.00' R/W 8L /26R - - Taxilane li Sta. 30 +95 2222.5Rt R/W 8L/26R N u) rr) State of Delaware Office of the Secretary of State PAGE 1` Mail to: Secretary of State Corporations Section Pleasa include a typed 1560 Broadway, Suito 200 self- addressed envelope Denver, C0.80202 (303) 894 -2251 MUST BE TYPED Fax (303) 8944242 FILING FEE: $75.00 MUST SUBMIT M COPIES For office use only FUM) - CU TONIER COP_ Y YICIVRIA MUCKLKY COLORADO S1CWrARY OP STATE APPLICATION FOR AUTHORITY 1 75• 00 SECRETARY O F STATE Pursuant to the provWww of the Colorado Business Corporation Act, the and sd eorpcQ0h tt�e�y qp�i �T • urs to transact business in Colorado and for and pwpose vA nfts the t towlnp suftment Is FIRST: The name of the oorporaclon B� /tz �!/14 t %CAN 1 L C (Exact Corporation name must spree with the attached C r> ertMcats of Good Sh diro SECOND: The name which R elects to use in Colorado Is g/� . zi /ev /a b w L L G (If tie corporate, name Is not available for use in Colorado.) THIRD: Risk ater' under the taws of Thy f Oe- W- 4/"e FOURTH: The date of Its incorporation is "11 7 // P The period of duration is FIFTH: The atroet address of Its principal otilcs /D � Cririt�r . �Vciu , G!/il/rlilTq, DE /VR� SIXTH: The street address of Its proposed M&tered office in Colorado is l,Z.l>O /1�afl fz , ./�ite•6 / V, C� and the name of Its Proposed registsred spent in Colorado at that address is SWiature of Registered ApM /V4 w (may �Q panyft document) Dete Bushum commenced or 4wpecurommence trarmcW y business in this state . SEVENTH: The names and respective addresses of Its directors and officers are: OFFICE NAME BUSINM AD Prftftkk * /#yAz-b'id /1B4 Cy VICe Pre$ 2C! a J1 I v,_ C.� P /sad/ Secy ic.1i Troas - Diredor Dkedor Director c.ist additional Officers or Directors on a separate piece of paper.. EIGHTH: This apptication MUST BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING ISSUED BY THE JURISDICTION OF ITS INCORPORATION AND DATED WITHIN NINETY (90) DAYS OF THE FILING OF THE APPLICATION. e ICURPORATE AGENTS, INC. — 1013 CENTRE ROAD P.O:B6k 1281`;� Wit MUNG TON, DE 9899 7 1:.. 1) W A FZ D J . F R E.' F.. L. , 'S E C, 1: E T Pi 1 Y () F T tPi T 1: C) r: T I -!E T Pi T I:,-. f) F.7 A '1:.' 1) 1 . 4 F.* F'I'l F: B Y C FZ I' J* F7 Y H 1:7 Pt 1* T Pt C H E 1) TS Pi *TR 1.) E A N 1) C0 'T C01-'Y 0 F* THE. (. (')F- LI.MI'TED I 10tBILITY C0MF:'Ps\MY CIF "B1...T.17 01 V 1 (.1 'T 10 i4 I I C;ll 1­lJ.J*:*.D TO TVITS OFFICE OiN Tl--lE - FLJi:*-*M1*Y Y P1,I), 1998., fYT 9 Edward J. Free], Secretary of State 2 E03'8 9 3 1 AUTHENTICATION: 9 05 12 1 1 9 8 i 15'9 4 f 1 DATE: 04 2('*:? 9 8. CERTIFICATE OF FORMATION BLITZ AVIATION, LLC A LIMITED LIABILITY COMPANY FIRST: The name of the limited liability company is: BLITZ AVIATION, LLC SECOND: Its registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is CORPORATE AGENTS, INC.. IN WITNESS WHEREOF, the undersigned, being the individual forming the Company, has executed, signed and acknowledged this Certificate of Formation this twenty- seventh day of April, A.D. 1998. Authorized q,'son Stacie Keffer r BLITZ AVIATION, L.L.0 OPERATING AGREEMENT This limited liability company (LLC) agreement (the Agreement) is made and entered into this 31'` day of March, 1999 by: LeWayne Garrison Bruce Burt Wicliffe Hendrix Albert Piscotta Matt Davison Kathy Peck and each individual or business entity later subsequently admitted to the Company. These entities shall be known as and referred to as "members" and individually as a "member ". As of the date of formation in Delaware, the members, through their agent, Corporate Agents, Inc. have formed the Blitz Aviation, LLC named above under the laws of the State of Delaware. Accordingly, in consideration of the conditions contained herein, they agree as follows: ARTICLE I Company Formation and Registered Agent I. FORMATION: The members hereby form a LLC (company) subject to the provisions of the Limited Liability Company Law as currently in effect of this date. A Certificate of Formation is filed with the Delaware Secretary of State. 2. NAME: The name of the Company shall be Blitz Aviation, L.L.C. 3. REGISTERED OFFICE AND AGENT: The location of the registered office of the Company is Corporate Agents, Inc., Wilmington, Delaware. 4. TERM: The company shall continue for a period of thirty (30) years unless dissolved by: • Members whose capital interest exceeds 50 percent vote for dissolution; or • Any event which makes it unlawful for the business of the company to be carried on by the members; or • The death, resignation, expulsion, bankruptcy, retirement of a member or the occurrence of any other event that terminates the continued membership of a member; or • Any other event causing a dissolution of a L.L.C. under the laws of the State of Delaware. 5. CONTINUANCE OF COMPANY: Notwithstanding the provisions of Article 1.4. in the event of an occurrence described in Article 1.4 (death) , if there are at least two remaining members, said remaining members shall have the right to continue business. Such right can be exercised only by the unanimous vote of the remaining members within ninety (90) days of the death. If not so exercised, the right of the members to continue the business of the Company shall expire. 6. BUSINESS PURPOSE: The purpose of the company is to engage is any lawful activity for which a L.L.C. may be formed under the Limited Liability Law of the State of Delaware. 7. PRINCIPAL PLACE OF BUSINESS: The location of the principal place of business of the Company shall be: 1200 Mass St., Pueblo, CO 81001.' 8. THE MEMBERS: The name and place of residence of each member is as follows: • Wicliffe Hendrix, 1200 Mass St., Pueblo, CO 81001 • LeWayne Garrison, 3092 Pony Tracks Dr., Colorado Springs, CO 80922 • Bruce Burt, 2225 N. Main St. Pueblo, CO 81003 • Matt Davison, 4313 B1ueFlax Dr. Pueblo, CO 81001 • Kathy Peck, 3 Swift Arrow, Pueblo, CO 81001 Albert Piscotta, 1006 Lynn Dr., Pueblo, CO 81006 ARTICLE II Capital Contributions 1. INITIAL CONTRIBUTIONS: The members initially shall contribute to the Company capital as described ina separate document entitled "Ownership Document" (Exhibit 1). 2. ADDITIONAL CONTRIBUTIONS: The members shall not be obligated to make any additional contributions to the Company's capital. ARTICLE III Profits, Losses and Distributions 1. PROFITS/LOSSES: For financial accounting and tax purposes the company's net profits or net losses shall be determined on an annual basis and shall be allocated to the members equally in proportion to capital contribution, as amended from time to time in accordance with Treasury Regulation 1.704.1 2. DISTRIBUTIONS: The members shall determine and distribute funds annually as they see fit. Available funds, as referred to herein, shall mean the net cash of the company available after appropriate provision for expenses and liabilities, as determined by the - company officers. Distributions in liquidation of the company or in liquidation of a member's interest shall be made in accordance with the positive capital account balances pursuant to Treasury Regulation 1.704 - 1(b)(2)(ii)(b)(2). To the extent a member shall have a negative capital account balance, there shall be a qualified income offset, as set forth in Treasury Regulation 1.704- 1(b)(2)(ii)(d). ARTICLE IV Management 1. MANAGEMENT OF THE B SS The name and place of residence of each manager is as follows: Matt Davison " a " ., Pueblo, CO, 81001 (Grand PoohBah) and Wicliffe Hendrix, 1200 Mass St., Pueblo, CO 81001 (Keeper of the Coin). By a vote of the members as defined in the "Ownership Document", as amended from time to time, shall elect so many managers as the members determine, but no fewer than one, with one manager elected by the member as the Grand PoohBah. 2. MEMBERS: The liability of the members shall be limited as provided under the laws of the Delaware Limited Liability Law. Members that are not managers shall take no part whatever in the control of the company's affairs and shall have no power to bind the company. The managers may from time to time seek advice from the members, but are under obligation to accept such advice. No member shall be an agent of any other member of the company solely be reason of being a member. 3. POWERS OF MANAGERS: The managers are authorized on the company's behalf to make all routine, day to day decisions. In exercise of the management powers, the managers are authorized to execute and deliver on all contracts covering or affecting the company's assets; all checks, drafts, and other orders for the payments of the company's funds; all promissory notes, loans, security agreements and similar documents. 4. GRAND POOHBAH: The Grand PoohBah shall have primary responsibility for managing the operations of the company and for effectuating the decisions of the managers. 5. NOMINEE: Title to the company's assets shall be held in the company's name, under the direction of the nominee as Keeper of the Coin. 6. COMPANY INFORMATION: Upon request the managers shall supply to any member information regarding the company or its activities. Each member or their authorized representative shall have access to and may inspect and copy all books, records and materials in the manager's possession regarding the company or its activities. 7. EXCULPATION: Any act or omission of the managers, the effect of which may cause or result in loss or damage to the company or the members if done in good faith to promote the best interests of the company, shall not subject the managers to any liability to the members. 8. INDEMNIFICATION: The company shall indemnify any person who was or is a party defendant or is threatened to be made a party defendant, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a member of the company, manager or agent of the company or was or is serving at the request of the company, against expenses, judgement, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceedings if the members determine that he acted in good faith and in a manner reasonably believed to be in the best interest of the company, and with respect to any criminal actions proceeding, had no reasonable cause to believe their conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or up a plea of "no contest" or its equivalent, shall not in itself create a presumption the person did or did not act in good faith, and, with respect to any criminal proceeding, had reasonable cause to believe their conduct was lawful. 9. RECORDS: The managers shall cause the company to keep at the principal place of business the following: • a current, alphabetical list of the full name and last known address of each member. • a copy of the Certificate of Formation • a copy of the Company Operating Agreement and all amendments. • copies of the company's federal, state and local income tax returns, if any, for the three most recent years. • copies of any financial statements of the company for the three most recent years. ARTICLE V Compensation 1. MANAGEMENT FEE: Any manager rendering service to the company shall be entitled to a hearty "thank you', if agreed upon by the members. 2. REIMBURSEMENT: The company shall reimburse managers or members for all direct out -of- pocket expenses incurred by them for the company. ARTICLE VI Bookkeeping 1. BOOKS: The Keeper of the Coin shall maintain complete and accurate books of account of the company's affairs at the Keeper of the Coin's choice of location. Such books shall be kept on such method of accounting as the managers shall select. The company's accounting period shall be by calendar year. 2. MEMBER'S ACCOUNTS: The managers shall maintain separate capital and distribution accounts for each member. Each member's capital account shall be determined and maintained in the manner set forth in Treasury Regulation 1.704- 1 (b)(2)(N) and shall consist of his initial capital contribution increased by: • any additional capital contribution made by the member • credit balances transferred from his distribution account to their capital account. And decreased by: • distributions to them in reduction of company capital; • the members share of company losses if charged to their capital account. 3. REPORTS: The managers shall close the books of account after the close of each calendar year, and shall prepare and sent to each member a statement of such member's distributive share of income and expense for income tax reporting purposes. ARTICLE VII Transfers Transfers and assignment are as disclosed in the Ownership Document. SIGNED AND DATED THI DAY OF 199. Member Member Member Member Member M�mbr� c 7 99 Council Agenda HANGAR GROUND LEASE BETWEEN CITY OF PUEBLO TITLE: AND BLITZ AVIATION, LLC FOR LOT No. 11 AGENDA ITEM # DEPARTMENT: PUEBLO MEMORIAL AIRPORT DATE: SEPTEMBER 27, 1999 ISSUE Should the City Council approve a Hangar Ground Lease Agreement for Lot No. 11 in the General Aviation Hangar Development Area between the City of Pueblo and Blitz Aviation, LLC. RECOMMENDATION Approval of this Resolution. BACKGROUND This lease is for Lot No. 11 of the General Aviation Hangar Development Area. A nested 6 -unit T- Hangar will be built on this lot for non - commercial use as the members of Blitz Aviation, LLC will be storing their personal aircraft in the T- hangar. The term of the lease is for 20 years. The lot to be leased is 20,000 sq. ft. (or 0.46 acres). It should be noted that this lease does permit the subleasing of space within the hangar, something previous leases have not permitted. The Air Service Task Force is in support of this sublease language. However, the Fixed Base Operators have expressed opposition to subleasing as they feel it is in direct competition with them. Currently no hangar space is available at the Airport. FINANCIAL IMPACT The initial lease amount will be $1,000.00 annually. The combined service fee will be $136.85 per year based on $297.50 per acre annually.