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2011-188Jet Works Air Center ORDINANCE NO. 2011-188 AN ORDINANCE APPROVING AN AIRPORT SAFETY EQUIPMENT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND JET WORKS AIR CENTER; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an airport lease agreement for an Airport Rescue and Fire Fighting vehicle between the City of Denton and Jet Works Air Center in substantially the form of the Airport Lease Agreernent which is attached to and made a part of this ordinance for a11 purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. ,/ PASSED AND APPROVED this the ''/" �L day of ����(�/�/ , 2011. A A. OUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ' APPR ED AS O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ,-, BY: � � JET WORKS AIR CENTER PRUMOTIONAL VEHICLE LEASE AGREEMENT This Agreement is made this � day of�� eri 2011, between the City of Denton. ("LESSEE"), and Jet V�orks Air Center ("Jet Works") ("LESSOR"). 1. Eauipment Covered. Jet Works agrees to lease to Lessee and Lessee agrees to lease from Jet Worlcs the following described equipnaent ("Vehicle"). Make Model Vehicle Identification Number 1988-E-One Titan III 1F93BAA86J1037232 2. Texm. This Agreement shall bacome effective on this date and shall continue in effect until December 13, 2011 unless terminated sooner as provided itn. paragraph 11. At the end of the term, the Vehicle shall be delivered to Jet Worlcs without freight charges paid by Lessor, unless the term of tl�e Agreement is extended by muival agreement of the parties. 3. Ch�es. Lessee will pay Jet Worlcs or its assignee, as rental for use of the Vehicle, a total amount of six thousand six hundred dollars ($6,600) due upon Lessee acceptance of this Agreement. 4, Warrantv. Jet Worlcs makes no warranties, either express or implied and NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICUL.AR PURPOSE to the Lessee with regard to the Vehicle, Jet Works sha11 be liable fox any special, inczdental, or consequential damages arising out oi Lessee's control, operation, use or maintenanae of the Vehicle. 5. Maintenance and Repair. Lessor sha11, at its own expense, keep the Vehiale in good condition and repair in accordance with the manufacturers' recommended procedures. In addition, Lessor sha11 maintain the Vehicle in compliance with applicable state and federal safety 0 rules and regulations. Lessor shall furnish at its own expense, all necessary fuel, lubricants, grease, antifreeze, tires, tubes, and all other replacement parts and supplies necessary for maintenance and operation of the Vehicle. Jet Worlcs will furnish or replace at its own expense components or replacement parts, if necessazy, in accordance with the standard warranty policy for this vehicle. Lessee shall not alter or modify the Vehicle in any manner that would materially and adversely affect its value. 6, Taxes. Lessor shall pay any and a11 highway use, ton-mileage, axle-mileage, sales, revenue, use, or other type of ta�c, and all license fees, and any and all tolls, when such taxes, fees, and tolls are imposed on the Vehicle or by reason of the leasing thexeof, Lessor sha11 also pay all costs of any inspection of the Vehicle required by any governmental authority. Lessor sha11 obtain all necessary fuel permits and/or bonds and shall keep or cause to be kept and made available to Lessee any necessary records relative to the use of the Vehicle and pertaining to such taxes, 7. Insurance. Lessor shall procure from insurance companies approved by City of Denton and maintain in full force during the term of this Agreement for each Vehicle such coverage as may be required by Lessee for each Vehicle. However, nothing conta�ined in the following provisions shall prohibit the City from choosing, at its sole discretion, to self insure one or more of the following coverages: (a) Lzability insurance naming Jet Works Air Center., as an additional insured (if applicable) with limits for bodily injtury and death resulting therefrom and damage or loss of property in not less than the following aznounts: Comprehensive General Liability! Bodily Injury and Property Damage $2,000,000 per occurrence/ $4,000,000 aggregate Automobile Liability $2,000,000 per occurrence {Jet Works may be named under the City of Denton's automobile liability coverage) but in no event less than the amounts reqwired by the authorities having juxisdiction for the use in which the Vehicle is engaged; (b) Lessor may procure and maintain in force woxkers compensation insurance in the an:�ounts required by law in the state of Texas and all operation of the Vehicle will be perfarmed by the Lessor's employees; (c) Physical damage insurance in an amour�t of $50,000 or cost to repair or replace basis covering the Vehicle insuring the respective interests of Jet Works, and its assigns, against loss or damage by collision, fire, theft and other hazards, commonly referred to as "comprehensive", subject to a deductible clause in an amount not more than $1000. Repair costs under the deductible amount shall be the responsibility of the Lessor. Each such policy shall provide that coverage shall not be canceled or materially changed unless the carrier sha11 give written notice to Jet Works and Lessee at least thirty (30) days prior ta such cancellation or change. 8. Operation of Vehicle. Lessee agrees, at its own cost and expense, to use the Vehicle in a careful and prudent nc�anner in the regular course of Lessee's business and to permit only qualified and licensed personnel to use the Vehicle, notifying each such person that he or she is not an exnployee of Jet Works ar under Jet Worlcs' direction or control. The Vehicle will not be used or opexated in violation of any law, rule, regulation, statute, or ordinance applicable to the Vehicle or Lessee. Lessee shall indemnify and hold Jet Works harmless from and against any and a11 fines, forfeitures, seizures, conf'iscations, penalties, or damages and attorneys' fees related thereto arising out of the use and operatxon of the Vehicle in violation of any such law, rule, regulation, statute or ordinance. The Vehicle shall not be used co�trary to any applicable insurance coverage speciiied herein. 9. OWnex511ib. Lessee acknowledges that at all times duxing the term hereof, title and ownership of the Vehicle shall remain in Jet Worlcs and that the Lessee has not and does not by these presents acquire any proprietary rights or interests in the Vehicle. 10. Indemnification. To the extent permitted by the law, included but not limited to the limitations imposed by Article 3 Section 52 of the Texas Constitution, the City may indemnify Lessor. Lessee agrees to indemnify and hold Jet Works harmless from and against any and all claims, causes of action, damages, demands, liabilities and expenses of any kind including, without limitation, attorneys' fees, fines and penalties relating to or arising out of the possession, maintenance, use, operation, releasing, control, or storage of any Vehicle covered by this Agreement, excluding claims solely from Jet Works' negligence. T'he indemnity contained in this paragraph shall apply for the period of time the lease is effective and shall not be affected by the termination of this Agreement. 11. Termination. Jet Works may terminate this Agreement at any time upon ten (10) days written notice if, in its sole discretion, it considers the Vehicle not suitable for any proposed use, or if Lessee is in breach of any provision of this Agreement. Upon termination, the Vehicle sha11 immediately be removed from service and delivered, at Jet Worlcs' expense to Jet Works business location at Denton Airport. In addition, Lessee xnay terminate this Agreement for any reason upon ten (10) days written notice to Jet Works, ar�d in such casa sha11 return the Vehicle at its expense, 12, Additions ar�d Accessories, Any additions, accessions, equipment or accessories added to Vehicle by Lessee shall become the property oi Jet Works upon termination or expiration of the Agreement. 13. Purchase O tU ion. Prior to expiration of this lease agreement, Lessee may consider purchase of the Vehicle under terms and conditions negotiated between Lessee and Lessor. Lessee is under no obligation to purchase the Vehicle or to extend this lease agreement. Should Lessee fail to provide written notice of intent to purchase the Vehicle thirty (30) days prior to expiration of this lease agreement, then neither Lessee nor Lessor is under any obligation to continue providing this Vehicle for service at Denton Airport. 14. Assignment of Vehicle. Lessee shall not assign, transfer or sublet the Vehicle, this Agreement, or Lessee's interests hereunder without Jet Works' prior written consent (which may be withheld at Jet Worlcs's sole discretion), nor sha11 Lessee's interest hereunder inure to the benefit of any trustee, receiver creditor, or successor of Lessee or of its property, whether or not in bankruptcy, by operation of law, or otherwise, 15. Return to Lessor. Upon expiration or termination of this Agreement, Lessee shall return the Vehicle to Jet Works in the same condition as when received by Lessee, excepting only reasonable wear and tear resulting from the normal and customary use thereo£ Lessee shall provide at Lesse's expense the cost of any repairs necessary to place the Vehicle in the condition required by this Agreement at that time. 16. Limitation on Use. This Vehicle is leased to Lessee solely for use at Denton Airpo�t to provide customary airport rescue and fire fighting services to any airport user or for service to any public infrastructure at Denton Airport. 17. Venue. Venue for any cause of action arising under this contract shall be Denton County, Texas. 18. Notices: All notices required under the terms of this lease sha11 be sent by normal mail delivery to the following: To Lessee; Quentin Hix Airport Manager City of Denton 5000 Airport Road Denton, Texas 76209 (940) 349-7744 To Lessor: Frank Faulkner Senior Program Manager — Military Operations Jet Works Air Center 5035 Warbird Drive Denton, Texas 76207 IN WITNESS WHEREOF, each of the parties hereto has caused their presence to be duly executed the day and year first above written by a pexson duly autkiorized. City of Denton By �--- George . Campbell City Manager APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY �,__ By .�. �� �� � .� JET WORKS AIR CENTER