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HomeMy WebLinkAboutContract 26583 CITY SECRETARY CONTRACT NO. 5,0� FORT WORTH SPINKS AIRPORT UN NIPROVED GROUND LEASE AGREEMENT AND ASSOCIATED MANDATORY IMPROVEMENTS LEASE SITE E-1 This UNEMPROVED GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas and acting by and through Ramon Guajardo, its duly authorized Assistant City Manager, and R&R HANGARS, INC. ("Lessee"), a Texas corporation acting by and through Robert Robinson, its duly authorized President. In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee approximately 290,000 square feet of unimproved land (to be more specifically determined following a survey of such land) at Fort Worth Spinks Airport ("Airport') in Fort Worth, Tarrant County, Texas, identified as Lease Site E-1 ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. Lessee, at Lessee's sole cost and expense, shall have the Premises surveyed and, after Lessor and Lessee have approved such survey, the survey shall be incorporated herein for all purposes and may be attached to this Lease as a part of Exhibit"A". 2. TERM OF LEASE. 2.1. Initial Term. The Initial Term of this Lease shall commence on the date of its execution ("Effective Date") and expire at 11:59 P.M. on September 30, 2031, unless terminated earlier as provided herein. 2.2 Renewals. If Lessee performs and abides by all provisions and conditions of this Lease, upon expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options to renew this Lease for two (2) additional successive terms of five (5) years each (each a "Renewal Term") at the then-current rates prescribed by Lessor's published Schedule of Rates and Charges (or similar or successor schedule) for the type or types of property at the Airport similar to the type or types of property that comprise the Premises and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in writing of its intent } �G�� 1'�C�9 R WON,705, to exercise a respective option not less than ninety (90) nor more than one hundred eighty (180) days prior to the expiration of the term then in effect. If Lessee does not exercise its option for a first Renewal Term within the time frame provided herein, Lessee shall automatically and simultaneously forfeit its second option to lease the Premises for a second Renewal Term, and Lessee shall no longer have any fights or interest in the Premises following the expiration of the Initial Term. 2.3. Holdover. a If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this action will create a month-to-month tenancy. In this event, for and during the holdover period, Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 3. RENT. 3.1. Initial Rate. Lessee shall commence the payment of rent, in accordance with this Section 3, on the date that the first certificate of occupancy is issued for a hangar structure erected pursuant to Section 4.1 of this Lease ("Occupancy Date"). From the Occupancy Date until September 30, 2001, Lessee shall pay Lessor rent for the Premises at a rate equal to $0.08 per square foot on an annual basis and payable in monthly installments. 3.2. Annual Adjustments. On October 1, 2001, and on October 1st of each year thereafter during both the Initial Term and any Renewal Term, Lessee's rental rate shall be subject to increase by Lessor to reflect the upward percentage change, if any, in the Consumer Price Index for the Dallas/Fort Worth Metropolitan Area, as announced by the United States Department of Labor or successor agency (i), for the first increase, since the Effective Date of this Lease and (ii) for each subsequent increase, since the effective date of the last increase ("Annual Rent Adjustment"); provided, however, that Lessee's rental rate shall not exceed the then-current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property at the Airport similar to the type or types of property that comprise the Premises. If the Occupancy Date occurs on or after October 1, 2001, Lessee's initial payment of rent shall be calculated in the same manner as it Would have if the Occupancy Date and Lessee's initial payment of rent had occurred prior to October 1, 2001. 3.3. Five-Year Adiustments. In addition to the Annual Rent Adjustments, on October 1, 2006, and every five years thereafter(i.e. October 1st of 2011, 2016, 2021 and 2026), rent shall automatically be adjusted to equal the then-current rates prescribed by Lessor's published Schedule pfRates an 2 for the type or types of property at the Airport similar to the type or types of property that comprise the Premises 3.4. Exemptions. Lessee shall not be required to pay rent for that portion of the Premises that has been validly assigned to a Third Party assignee, as provided in Section 16 of this Lease. a 3.5. Payment Dates and Late Fees. Monthly rent payments are due on or before the first (1st) day of each month. Payments must be received during normal working hours by the due date at the location for Lessor's Revenue Office set forth in Section 15. Rent shall be considered past due if Lessor has not received full payment after the tenth (10th) day of the month for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Lessee may accrue. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Mandatory Improvements. Lessee covenants and agrees that it shall improve the Premises in accordance with the time frames, milestones, specifications and other conditions of Exhibit `B", attached hereto and made a part of this Agreement for all purposes. Such improvements shall hereinafter be referred to as"Mandatory Improvements". Lessee shall diligently commence construction of such Mandatory Improvements within six (6) months following the Effective Date of this Lease. Lessee shall fully comply with all provisions of this Section 4 in the performance of any such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from the terms, provisions, specifications or conditions of Exhibit `B" in any way, a revised Exhibit `B" signed and dated by both Lessor and Lessee shall be attached to and made a part of this Agreement and shall supersede the previous Exhibit `B". Lessor shall take full title to any Mandatory Improvements on the Premises. 4.2. Discretionary Improvements. In addition to the Mandatory Improvements, Lessee may, at its sole discretion, perform modifications, renovations, improvements or other construction work on the Premises. Any modifications, renovations, improvements or other construction work on the Premises that do not constitute the Mandatory Improvements shall be referred to hereafter as "Discretionary Improvements". Lessee may not initiate any Discretionary Improvement on or to the Premises unless it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives in writing approval from the Director of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees that it shall 3 �Uo tIUV�UC1�YU �LbG11 fully comply with all provisions of this Section 4 in the performance of any such Discretionary Improvements. Upon completion of any such Discretionary Improvements or earlier termination of this Lease, Lessor shall take full title to any Discretionary Improvements on the Premises. 4.3. Process for Approval of Plans. Lessee's plans for construction and improvements shall conform to the Airport's a architectural standards and must also receive written approval from the City's Departments of Development, Engineering and Transportation and Public Works. All plans, specifications and work shall conform to all federal, state and local laws, ordinances, rules and regulations in force at the time that the plans are presented for review. 4.4. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to the Mandatory Improvements and any Discretionary Improvements, including, at a minimum, as-built drawings of each project. As-built drawings shall be new drawings or redline changes to drawings previously provided to the Director. Lessee shall supply the textual documentation in computer format as requested by Lessor. 4.5. Bonds Required of Lessee. Prior to the commencement of the Mandatory Improvements or any Discretionary Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Goverment Code, Chapter 2253, as amended, in the full amount of each construction contract or project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective modifications, renovations, construction projects or improvements, and(ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the performance of such modifications, renovations, construction projects or improvements. In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an assignment of a certificate of deposit in an amount equal to 125% of the full amount of each construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to any interest earned thereon. Certificates of deposit shall be from a financial institution in the Dallas-Fort Worth Metropolitan Area which is insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to complete the respective modifications, renovations, construction projects or improvements, or if claims are filed by third parties on grounds relating to such modifications, renovations, construction projects or improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit. 40�V 4.6. Bonds Required of Lessee's Contractors. Prior to the commencement of any modification, renovation, improvement or new construction, Lessee's respective contractor shall execute and deliver to Lessee surety performance and payment bonds in accordance with the Texas Government Code, Chapter 2253, as amended, to cover the costs of all work performed under such contractor's contract for such modifications, renovations, improvements or new construction. Lessee shall provide Lessor with copies of such bonds prior to the commencement of such modifications, a renovations, improvements or new construction. The bonds shall guarantee (i) the faithful performance and completion of all construction work in accordance with the final plans and specifications as approved by the City and (ii) full payment for all wages for labor and services and of all bills for materials, supplies and equipment used in the performance of the construction contract. Such bonds shall name to both Lessor and Lessee as dual obligees. If Lessee serves as its own contractor, Section 4.5 shall apply. 4.7. Releases by Lessor Upon Completion of Construction Work. Lessor will allow Lessee a dollar-for-dollar reimbursement from its cash deposit account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee serves as its own contractor, verification that Lessee has completed construction work or (ii), where Lessee uses a contractor, receipt of the contractor's invoice and verification that the contractor has completed its work and released Lessee to the extent of Lessee's payment for such work, including bills paid, affidavits and waivers of liens. 5. USE OF PREMISES. Lessee hereby agrees to use the Premises solely for aviation-related purposes only and strictly in accordance with the terms and conditions of this Lease. Lessee may assign or sublease portions of the Premises, including individual hangars constructed pursuant to the Mandatory Improvements, only in accordance with Section 16 of this Lease. 6. REPORTS, AUDITS AND RECORDKEEPING. Within thirty (30) days following the end of each calendar year, Lessee shall provide Lessor with a written annual report, in a form acceptable to the Director, that reflects Lessee' s rental rates for the Mandatory Improvements and any Discretionary Improvements on the Premises for the immediately preceding calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates for the Mandatory Improvements and any Discretionary Improvements on the Premises for the period requested by Lessor. These reports shall be delivered to Lessors Aviation Department at the address provided in Section 15. In addition, Lessee shall keep and maintain books and records pertaining to Lessee's operations at the Airport and other obligations hereunder in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Upon Lessor's request and following reasonable advance notice, Lessee 5 �7'�E P M MY will make such books and records available for review by Lessor during Lessee's normal business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books and records in order to ensure compliance with the terms of this Lease and the Sponsor's Assurances made by Lessor to the Federal Aviation Administration. 7. UTILITIES. Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and use of all utilities services to all portions of the Premises and for all other related utilities expenses, including, but not limited to, deposits and expenses required for the installation of meters. Lessee further covenants and agrees to pay all costs and expenses for any extension, maintenance or repair of any and all utilities serving the Premises. In addition, Lessee agrees that all utilities, air conditioning and heating equipment and other electrically-operated equipment which may be used on the Premises shall fully comply with Lessor's Mechanical, Electrical, Plumbing, Building and Fire Codes, as they exist or may hereafter be amended. 8. MAINTENANCE AND REPAIRS. 8.1. Maintenance and Repairs by Lessee. Lessee agrees to keep and maintain the Premises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs necessary to prevent the deterioration in condition or value of the Premises and any improvements thereon, including, but not limited to, doors, windows and roofs for such improvements, and all fixtures, equipment, modifications and pavement on the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at Lessee's sole cost and expense. Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee' sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by Lessee's business or business operations which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from causes of any other matter. Uff0II'C-^0 IA EKI-QO 8.2. Compliance with ADA. Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in full compliance at all times with the Americans with Disabilities Act of 1990, as amended ("ADA"). In addition, Lessee agrees that all improvements it makes at the Airport shall comply with all ADA requirements. 8.3. Inspections. 8.3.1. Lessor shall have the right and privilege, through its officers, agents, servants or employees, to inspect the Premises. Except in the event of an emergency, Lessor shall conduct such inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two (2)hours'notice prior to any inspection. 8.3.2. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee in writing. Lessee agrees to begin such maintenance or repair work diligently within thirty (30) calendar days following receipt of such notice and to then complete such maintenance or repair work within a reasonable time, considering the nature of the work to be done. If Lessee fails to begin the recommended maintenance or repairs within such time or fails to complete the maintenance or repairs within a reasonable time, Lessor may, in its discretion, perform such maintenance or repairs on behalf of Lessee. In this event, Lessee will reimburse Lessor for the cost of the maintenance or • repairs, and such reimbursement will be due on the date of Lessee's next monthly rent payment following completion of the maintenance or repairs. 8.3.3. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal state or local laws, rules or regulations. 8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. . a r E?� ° KUG'17 pfd 8.4. Environmental Remediation. To the best of Lessor's knowledge, the Premises comply with all applicable federal, state and local environmental regulations or standards. Lessee agrees that it has inspected the Premises and is fully advised of its own rights without reliance upon any representation made by Lessor concerning the environmental condition of the Premises. LESSEE, AT ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, SUBLESSEES, CONTRACTORS, SUBCONTRACTORS OR INVITEES. 9. SIGNS . Lessee may, at its sole expense and with the prior written approval of the Director, install and maintain signs on the Premises related to Lessee's business operations. Such signs, however, must be in keeping with the size, color, location and manner of display of other signs at the Airport. Lessee shall maintain all signs in a safe, neat, sightly and physically good condition. 10. RIGHTS AND RESERVATIONS OF LESSOR Lessor hereby retains the following rights and reservations: 10.1. Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, including, but not limited to, the right to prevent Lessee from erecting or permitting to be erected any building or other structure which, in the opinion of Lessor, would limit the usefulness of the Airport, constitute a hazard to aircraft or diminish the capability of existing or future avigational or navigational aids used at the Airport. 10.2. Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance by or on behalf of Lessee. Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate Lessee as a result of any such Airport developments or improvements. 10.3. This Lease shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States Government which relates to the operation or maintenance of the Airport and is required as a condition for the expenditure of federal funds for the development, maintenance or repair of Airport infrastructure. In the event that any such existing or future agreement directly causes a material restriction, impairment or interference with Lessee's primary operations on the Premises ("Limitation') for a period of less than seven(7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven(7)calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such , Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or(ii)Lessee may terminate this Lease upon thirty(3 0) days'written notice to Lessor. 10.4. During any war or national emergency, Lessor shall have the right to lease any part of the Airport, including its landing area, to the United States Government. In this event, any provisions of this instrument which are inconsistent with the provisions of the lease to the Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from pursuing any rights it may have for reimbursement from the United States Government. If any lease between Lessor and the United States Government executed pursuant to this Section 10.4 directly causes a Limitation for a period of less than seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the Limitation, and the Limitation lasts between seven(7) and one hundred eighty(180) days, then for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the Premises and its improvements in the same condition as they existed on the date such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's option, for a period equal to the duration of such Limitation. If the Limitation lasts more than one hundred eighty(180) days, then(i) Lessor and Lessee may, but shall not be required to, (a) further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease upon thirty(30) days' written notice to Lessor. 10.5. Lessor covenants and agrees that during the term of this Lease it will operate and maintain the Airport and its facilities as a public airport consistent with and pursuant to the Sponsor's Assurances given by Lessor to the United States Government through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's rights and privileges hereunder shall be subordinate to the Sponsor's Assurances. 10.6. Lessee's rights hereunder shall be subject to all existing and future utility and drainage easements and rights-of-way granted by Lessor for the installation, maintenance, inspection, repair or removal of facilities owned or operated by electric, gas, water, sewer, communication 9 an- CIRO rumc"YOO I A Py rg� or other utility companies. Lessee's rights shall additionally be subject to all rights granted by any ordinance or statute which allows utility companies to use publicly owned property for the provision of utility services. 11. INSURANCE. 11.1. Tunes of Coverage and Limits. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified in this Section 11, naming the City of Fort Worth as an additional insured and covering all risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the following insurance coverage at the limits specified herein: • Prope Fire and Extended Coverage on all improvements at full replacement cost limit; and • Commercial General Liability: $1 million per occurrence, including products and completed operations; and • Hangarkeepers' Legal Liability: $1 million per occurrence; and • Automobile Liability: $1 million per accident, including, but not limited to, coverage on any automobile used in Lessee's operations on the Premises. In addition, Lessee shall be responsible for all insurance to construction, improvements, modifications or renovations to the Premises and for personal property of its own or in its care, custody or control. ( uG;Lr� io 7,( Q 11.2. Adjustments to Required Coverage and Limits. Insurance requirements, including additional types of coverage and increased limits on existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's and any sublessees' operations at the Airport. Lessee will accordingly comply with such new requirements within thirty(30) days following notice to Lessee. a 11.3. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Lessee hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. 11.4. Additional Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall be endorsed to cover all of Lessee's operations at the Airport and to provide that no material changes in coverage, including, but not limited to, cancellation, termination, non-renewal or amendment, shall be made without thirty(3 0)days'prior written notice to Lessor. 12. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. 13. INDEMNIFICATION. LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY KIND, INCL UDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH ITS USE �1, ))K A �r. RY OF OR OPERATIONS ON THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS, SERVANTS AND , EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT CA USED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCOND UCT OF LESSOR, ITS OFFICERS AGENTS„ SERVANTS OR EMPLOYEES. LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR ANY IMPROVEMENTS THEREON WHICH ARISE OUT OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, .SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,AGENTS,.SERVANTS OR EMPLOYEES LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA REGULATIONS. LESSEE SHALL COMPLY WITHALL APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY. LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR OPERA TIONS AREA OF THE AIRPORT FROM THE PREMISES 14. TERMINATION. In addition to termination rights contained elsewhere in this Lease, Lessor shall have the right to terminate this Lease as follows: 12 Pu U�C�11S� USMUS U 14.1. Failure by Lessee to Pay Rent,Fees or Other Charges. If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within ten (10) calendar days. If Lessee fails to pay the balance outstanding within such time, Lessor shall have the right to terminate this Lease immediately. r 14.2. Breach or Default by Lessee. If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee shall have thirty (30) calendar days following such written notice to cure, adjust or correct the problem to the standard existing prior to the breach. If Lessee fails to cure the breach or default within such time period, Lessor shall have the right to terminate this Lease immediately. 14.3. Abandonment or Non-Use of the Premises. Lessee's abandonment or non-use of the Premises for any reason for more than thirty (30) consecutive calendar days shall constitute grounds for immediate termination of this Lease by Lessor. 14.4. Lessee's Financial Obligations to Lessor upon Termination, Breach or Default. If Lessor terminates this Lease as provided herein, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor to forfeit any of its rights under this Lease. 14.5. Rights of Lessor Upon Termination or Expiration. Upon termination or expiration of this Lease, title to all improvements on the Premises, including the Mandatory Improvements and any Discretionary Improvements, and all fixtures and other items attached to any structure on the Premises shall pass to Lessor. In addition, all rights, powers and privileges granted to Lessee hereunder shall cease and Lessee shall vacate the Premises. Within twenty(20)days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. 13 15. NOTICES. Notices required pursuant to the provisions of this Lease shall be conclusively determined to have been delivered when (i) hand-delivered to the other party, its agents, employees, servants or representatives, or(ii) deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: , For Rent: For All Other Matters: City of Fort Worth Aviation Department Revenue Office Meacham International Airport 1000 Throckmorton Street 4201 North Main Street, Suite 200 Fort Worth, Texas 76101-0976 Fort Worth, Texas 76106-2749 To LESSEE: Randy Robinson R&R Hangars, Inc. 101 S.W. Alsbury Blvd. Burleson, Texas 76028 16. ASSIGNMENT AND SUBLETTING. 16.1. Entirety of Lessee's Leasehold Interest. Lessee shall not assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. The failure or refusal of Lessor to approve any requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees and charges. 16.2. Portions of Lessee's Leasehold Interest in General. Lessee may sublease or assign portions of the Premises, including individual hangars constructed pursuant to the Mandatory Improvements, to various third parties ("Third Parties")under terms and conditions acceptable to and determined by Lessee, provided that all such arrangements shall (i) be in writing and approved in advance by the Director and (ii) conform to the applicable requirements of this Section 16. All written agreements executed by Lessee to Third Parties for any portion of the Premises shall contain terms and conditions that (i) do not conflict with Lessee's duties and obligations under this Lease; (ii) incorporate the terms and provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other aviation or aviation-related purposes acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities in a fair and non-discriminatory manner. Lessee shall not 14 � uV ��c�wnEl Ply. ��, assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor. 16.3. Assignments to Third Parties. In order to assign a portion of the Premises, including individual hangars constructed pursuant to the Mandatory Improvements (the "Assigned Parcel"), to a Third Party, Lessee shall deliver to Lessor a standard consent to assignment form substantially similar to that attached as Exhibit "C" or as otherwise approved by the Director that has been executed by both Lessee and the Third Party. A consent to assignment between Lessor, Lessee and the Third Party assignee shall require the assignee to undertake all of Lessee's duties and obligations under this Lease with respect to the Assigned Parcel, including, but not limited to, payment of a pro rata share of Lessee's rent and an obligation that the assignee obtain commercial general liability and aircraft liability insurance coverage acceptable to Lessor's Risk Manager, which insurance shall be primary to any insurance on the Premises maintained by Lessor. Lessor shall have the right to terminate an assignment if the assignee fails to pay rent or breaches any duty or obligation of Lessee with regard to a respective Assigned Parcel by following the appropriate termination procedures set forth in Section 14. A consent to assignment shall not be effective unless executed by Lessor, Lessee and the Third Party assignee. 16.4. Subleases to Third Parties. Lessee shall use a standard lease form for all Third Party sublessees and shall submit a copy of such standard lease form, including rental rates, to the Director prior to Lessee's execution of its first lease and from time to time thereafter following any material changes to such lease form, including, without limitation, any changes to Lessee's rental rates for portions of the Premises. Lessee may make non-material modifications to its standard lease without Lessor's advance approval to the extent that such changes do not conflict with Lessor's Sponsor's Assurances. A sublease may require the Third Party sublessee to undertake certain responsibilities that are required of Lessee under this Lease, but Lessee understands and agrees that Lessor will look solely to Lessee for performance of those responsibilities and that Lessee will be liable to Lessor for non-performance of those responsibilities without regard to any provision in a Third Party sublease. 17. LIENS BY LESSEE. Lessee acknowledges that it has no authority to engage in any act or to make any contract which may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost and expense, shall liquidate and discharge the same within thirty (30) days of such creation or filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written notice. However, Lessee's financial obligation to Lessor to is liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AiX" ASSESSMENTS. Lessee agrees to pay any and all federal, state or local taxes or assessments which may lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any improvements or property placed on the Premises by Lessee as a result of its occupancy. 19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawft.il use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and regulations of Lessor; all rules and regulations established by the Director; and all rules and regulations adopted by the City Council pertaining to the conduct required at airports owned and operated by the City, including the Minimum Standards for Fixed Base Operators and Other Airport Tenants, a public document dated June 16, 1992, on file in Lessor's City Secretary's Office and incorporated herein as part of this Lease for all purposes, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees or invitees of any violation of such laws, ordinances, rules or regulations,Lessee shall immediately desist from and correct the violation. 20. NON-DISCRE I NATION COVENANT. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Premises on the basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the Premises on grounds of race, color, national origin, religion, handicap, sex, sexual orientation or familial status. Lessee agrees to furnish its accommodations and to price its goods and services on a fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal Regulations, Part 21, Non- 16 cry Discrimination in Federally Assisted Programs of the Department of Transportation and with any amendments to this regulation which may hereafter be enacted. If any claim arises from an alleged violation of this non-discrimination covenant by Lessee, its personal representatives, successors in interest or assigns, Lessee agrees to indemnify Lessor and hold Lessor harmless. 21. LICENSES AND PERMITS. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. 22. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers. 23. NO WAIVER. The failure of Lessor to insist upon the performance of any term or provision of this Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist upon appropriate performance or to assert any such right on any future occasion. 24. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This Lease shall be construed in accordance with the laws of the State of Texas. 17 TU ��EC�)L,Wn1ll 25. ATTORNEYS' FEES. In the event there should be a breach or default under any provision of this Lease and either party should retain attorneys or incur other expenses for the collection of rent, fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that the prevailing party shall be entitled to recover reasonable attorneys' fees and other reasonable expenses from the other party. 26. SEVERABILITY. If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 27. FORCE MAJEURE. Lessor and Lessee shall exercise every reasonable effort to meet their respective obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor restrictions, transportation problems and/or any other cause beyond the reasonable control of Lessor or Lessee. 28. HEADINGS NOT CONTROLLING. Headings and titles used in this Lease are for reference purposes only and shall not be deemed a part of this Lease. 29. ENTIRETY OF AGREEMENT. This written instrument, including any documents attached hereto or incorporated herein by reference, contains the entire understanding and agreement between Lessor and Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be amended unless agreed to in writing by both parties and approved by the City Council of Lessor. IN WITNESS WHEREOF,the parties hereto have executed this Lease in multiples, this 3 qday of , 20-OL. 18 r����EECV'O"MP, CITY OF FORT WORTH: R&R HANGARS, INC.: By: Ramon Guajardo Robert Robinson a Assistant City Manager President AT T: ATTEST: By: ' By: 61t;secretary 0 I APPROVED AS TO FORM AND LEGALITY: By: de�� Peter Vaky Assistant City Attorney M& C: L-12956_ 12 -S- cy j 'CIc cif M("NOPY STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Robert Robinson, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of R&R Hangars, a Inc. and that he executed the same as the act of R&R Hangars, Inc., for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this,i day ofkOi,v 4�= , 20i I . _ JAMES B. 30DY ; A MY COMMISSION EXPIRES / November 15,2001 / a Notary Public in and for the State o exas STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Ramon Guajardo, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of , 200 Notary Public in r the State of Texas eComm- SARAN JANE ODLENOTARY PUBLICState of Texas Exp.01-2�-M R E................................... II 2 I 3� 2 � t Ed ; til =i 3 k...3 � •tK i ---------- .. -... 2 t 1 is t : l t" { tq: w..� t.. i.l t R it E t ; r i 4>i i3 i e Exhibit R&R Hangars 517 S.W. Wlishire Blvd Burleson,TX 76028 (817)295 1662 February 13,2001 R&R Hangars plans to build twenty four box hangars and fifty-six t hangars in the NE section of Spinks Airport. The box hangars will have individual water and sewer.The t hangars will have one community restroom. The sewer systems will be connected to an aerobic septic system as approved by Tarrant County. The hangars will have access to taxiway Charlie. The hangars will be used for storage and maintenance of aircraft. Construction will start in the spring of 2001. Respectfully submitted, Robert Robinson President Exhibit B EXHIBIT "C" CONSENT TO ASSIGNMENT OF HANGAR TO ("Assignee") This CONSENT TO ASSIGNMENT ("Consent") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas acting by and through Ramon Guajardo, its duly authorized Assistant City Manager; R&R HANGARS, INC. ("Assignor" or "Lessee"), a Texas corporation acting by and through Robert Robinson, its duly authorized President; and Assignee. The following introductory provisions are true and correct and form the basis of this Consent. A. On or about , 2001, Lessor and Assignor entered into an Unimproved Ground Lease ("Lease") for the lease of unimproved land at Fort Worth Spinks Airport (the "Airport") and on which Assignor built a hangar facility(collectively the "Premises"). The Lease is a public document on file in the Lessor's City Secretary's Office and identified as City Secretary Contract No. B. Hangar (the "Hangar") is located within the hangar facility on the Premises. Assignor and Assignee have executed an agreement under which Assignee has agreed to purchase the Hangar, subject to execution of this Consent by all of the parties. Accordingly, Assignor wishes to assign all of Lessee's leasehold right, title and interest in the Hangar to Assignee. Lessor is willing to consent to such assignment pursuant to the provisions and conditions of the Lease and this Consent. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor, Assignor and Assignee agree as follows: 1. Lessor hereby consents to an assignment by Assignor to Assignee of all right, title and interest in the Hangar granted to Lessee by the Lease. The Lease is incorporated herein by reference for all purposes. This Consent shall be effective upon execution by all parties and, subject to Section 5 of this Consent, shall expire upon the expiration or earlier termination of the Lease. 2. Lessor does not adopt, ratify or approve any of the particular provisions of any agreement between Assignor and Assignee and, with respect to the Hangar and Assignee's authorized operations at the Airport, does not grant any right, privilege or use to Assignee which is different from or more extensive than any right, privilege or use granted to Lessee by the Lease. In the event of any conflict between a written agreement between Assignor and Assignee and either the Lease and/or this Consent, the Lease shall control as to all matters concerning the Lease, this Consent or the parties' operations at the Airport. 3. Lessor shall look to Assignee for compliance under the Lease with respect to the Hangar. Assignor shall remain liable to Lessor for general and overall maintenance and repairs to the hangar facility as specified in the Lease, including the Hangar if it is only incidentally part of such maintenance or repairs. Assignee agrees to pay Lessor rent for the Hangar at the then-current rate specified in the Lease multiplied by the square footage of the Hangar. Assignee also agrees to obtain commercial general liability and aircraft liability insurance, with a minimum coverage on each of $500,000 per occurrence. Assignee covenants and agrees that Assignee will (i) faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in the Lease with respect to the Hangar, including, but not limited to, maintenance, and repairs and (ii) assume Lessee's assumption of liability and duty of indemnification with respect to the Hangar and Assignee's operations at the Airport. 4. Lessor may terminate this Consent for non-payment of rent or breach or default as specified by and in accordance with the Lease. If Lessor terminates this Consent, Assignor understands and agrees that as of the effective date of termination, Lessor will look to Assignor for compliance under the Lease with respect to the Hangar, including, but not limited to, payment of rent on the Hangar. 5. If Lessor terminates the Lease, Lessor will notify Assignee in writing. Assignee shall have at least thirty (30) calendar days to enter into a lease with Lessor for the Hangar on terms and conditions prescribed by Lessor at the time. If Assignee occupies the Hangar for any period of time between termination of the Lease and execution of a new lease for the Hangar between Assignee and Lessor, Assignee deemed to be a month-to-month tenant and shall fully comply with this Consent. 6. All terms in this Consent that are capitalized but not defined shall have the meanings assigned to them in the Lease. IN WITNESS WHEREOF, the parties hereto have executed this Consent in multiples this day of 120 CITY OF FORT WORTH: ATTEST: Ramon Guajardo Gloria Pearson Assistant City Manager City Secretary APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky Assistant City Attorney M&C: __ none required R& R HANGARS, INC.: ATTEST: By: By: Robert Robinson President ATTEST: Assignee By: By: Name Title City of Fort Worth, Texas agar and Council Communication DATE REFERENCE NUMBER LOG NAME PAGE 12/5/00 **L-12955 I 55AIRPORT 1 of 2 SUBJECT UNIMPROVED GROUND LEASE WITH R&R HANGARS, INC. FOR PROPERTY AND MANDATORY IMPROVEMENTS AT FORT WORTH SPINKS AIRPORT RECOMMENDATION: ' It is recommended that the City Council authorize the City Manager to execute an Unimproved Ground Lease with R&R Hangars, Inc. for 290,000 square feet of land at Fort Worth Spinks Airport. DISCUSSION: R&R Hangars, Inc. (R&R), through its President Robert Robinson, proposes to lease 290,000 square feet of unimproved land at Spinks Airport on the east side of the field adjacent to the old T-Hangar location. The actual square footage of the lease site will be contingent on a ground survey. R&R proposes to construct 26 box hangars and 54 T-hangars. m The lease will begin on its date of execution and provide for a 30-year term with two options to renew for two consecutive terms of five years each. The initial square footage rate of the ground lease will be $0.08 per square foot. Based on the preliminary square footage amounts, the development will yield $23,200.00 on an annual basis, or $1,933.00 per month. The rate shall be subject to increase on October 1st of any given year to reflect the upward percentage change, if any, in the Consumer Price Index (CPI) for the period since the last adjustment. In addition to the CPI increase, the rental rate will be subject to adjustment in the 10th, 15th, 20th, 25th and 30th years to match the then prevailing rate for like properties as reflected in the Schedule of Rates and Charges for that year. Rent will begin on the date that the first Certificate of Occupancy is issued for the development. Construction is expected to take approximately six months once ground is broken. The adjusted rental rates under this lease shall not exceed the then-current rates prescribed in the published Schedule of Rates and Charges in effect at that time, as approved by the City Council. The rental adjustment percentage in any given year shall not exceed a ten percent increase over the total rental amount for the prior year. The proposed improvements will provide much needed hangar space for individual aircraft owners, and significantly benefit Fort Worth Spinks Airport through increased facility utilization and fuel flowage. The site plan is in accordance with the Fort Worth Spinks Airport Master Plan, and is subject to Federal Aviation Administration airspace review. The Aviation Advisory Board voted unanimously at their meeting on November 16, 2000 to recommend this lease to the City Council. The property is located in COUNCIL DISTRICT 8. M City of Fort Worth, Texas "ager and coun"R Communication DATE REFERENCE NUMBER LOG NAME PAGE 12/5/00 **L-12955 55AIRPORT 2 of 2 SUBJECT UNIMPROVED GROUND LEASE WITH R&R HANGARS, INC. FOR PROPERTY AND MANDATORY IMPROVEMENTS AT FORT WORTH SPINKS AIRPORT FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Revenue Section of the Finance Department will be responsible for the collection and deposit of funds due to the City under this Agreement. RG:k Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by: (to) APPROVED PE40 491352 0552002 CITY COUNCIL Ramon Guajardo 6140 Originating Department Head: DEC 5 pQpp Lisa A.Pyles 5400 (from) Additional Information Contact: City Secy=tsry ' the city of Fort HfTorth,Texas Luis Elguezabal 5401