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Contract 37053 (2)
®N SAG NQ yj� O3 FORT WORTH MEACHAM INTERNATIONAL AIRPORT GROUND LEASE AGREEMENT LEASE SITE 4S This 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, situated in Tarrant, Denton and Wise counties, Texas, with principle offices at 1000 Throckmorton Street, Fort Worth, Texas 76102, acting by and through Tom Higgins, its duly authorized Acting Assistant City Manager, and TEXAV (TX)QRS 16-124, INC. ("Lessee"), a Delaware Corporation, with its principle offices located at c/o W.P. Carey &Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, acting by and through Jason E. Fox, its duly authorized Executive Director, individually referred to as a "party" and collectively referred to as the"parties." RECITALS The following introductory provisions are true and correct and form the basis of this Agreement: A. Lessor previously entered into unimproved ground lease agreements at Fort Worth Meacham International Airport (the "Airport") styled as City Secretary Contract("CSC") Nos. 25211 and 25212, as amended by CSC Nos. 26073, 27689, 33999, and 31807 for the lease of Lease Sites known as IS and 2S with Sandpiper Airport Inn, Inc. Lessor subsequently consented to the Assignment of CSC Nos. 25211 and 25212, as amended, to Woody Woodard Family Partnership Ltd., d/b/a Texas Aviation Services and Woodard Aviation Holdings, Ltd., (collectively "Previous Lessee") via CSC Nos. 35473 and 36111 (collectively the"Previous Lease"). B. Lessor previously entered into an agreement with Woody Woodard Family Partnership, Ltd., (an entity previously held by Previous Lessee) via CSC No. 31308 for the Right of First Refusal("ROFR")for Lease Sites known as 6S and 7S at the Airport. C. The Previous Lessee desires to waive and relinquish all right title and interest as lessee under the Previous Lease and ROFR- D. Lessor and Previous Lessee have agreed to terminate the Previous Lease and the ROFR in order to combine Lease sites IS and 2S with sites 6S and 7S to form a new lease site,known as 4S at the Airport. E. Immediately upon the termination of the Previous Lease and the ROFR, Lessor and Lessee shall enter into this Lease. Al"L�v ,J,.� �5-09-08 P01 :57 IN AGREEMENT: In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Leased Premises. Lessor hereby demises to Lessee Four Hundred Fifty Four Thousand Four Hundred (454,400) square feet of improved and unimproved ground space at the Airport in Fort Worth, Tarrant County, Texas, identified as Lease Site 4S ("Premises"), as shown and more fully described in Exhibit"A" as Tract One,Tract One-A,and Tract Two,attached hereto and hereby made a part of this Lease for all purposes. 2. TERM OF LEASE. 2.1. Initial Term. The Initial Term of this Lease shall commence upon the final date of its execution by the City("Effective Date")and expire at 11:59 pm on May 31,2038,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 a rental rate calculated in accordance with Section 3.1 of this Lease and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall notify Lessor in writing of its intent to exercise a respective option not less than ninety(90) and not 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 Tenn within the time frame provided herein, Lessee shall automatically and simultaneously forfeit its second option to lease the Premises for a second Renewal Tenn, and Lessee shall no longer have any rights or interest in the Premises following the expiration of the Initial Tenn. 2.3. Holdover. If Lessee holds over after the expiration of the Initial Tenn 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. 2 3.1. Rates and Adiustments. Lessee shall commence the payment of rent, in accordance with this Section 3, on the Effective Date. From the Effective Date until May 31, 2038, Lessee shall pay Lessor rent in the amount of Ninety nine thousand nine hundred sixty eight and 00/100 dollars ($99,968.00)which is based on a rental rate Twenty two cents ($0.22)per square foot on an annual basis, and which will be payable in monthly installments of Eight thousand three hundred thirty and 67/100 dollars ($8,330.67). On October 1, 2008, and on October lst 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; provided, however, that Lessee's rental rates shall not (i) be increased in any given year by more than ten percent(10%)over the rental rate paid by Lessee during the immediately preceding twelve (12) months or (ii) 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 Effective Date occurs on or after October 1, 2008,Lessee's initial payment of rent shall be calculated in the same manner as it would have if the Effective Date and Lessee's initial payment of rent had occurred prior to October 1,2008. 3.2. Payment Dates and Late Fees. Monthly rent payments are due on or before the first (lst) 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. 3.3 Five-Year Adjustments. In addition to the rental rate adjustments set forth in Section 3.1 of this Lease, on October 1, 2013, and every five (5) years thereafter, the various rental rates payable by Lessee pursuant to Section 3 shall automatically be adjusted to equal the then-current rates for the same types of property as prescribed by Lessor's Schedule of Rates and Charges or similarly published schedule in effect at the time. 4. CONSTRUCTION AND IMPROVEMENTS. 4.1. Permanent Improvements03 �vaUl� v5�:��LSILl'.�t 3 Lessee understands and agrees that Lessor owns in fee simple all permanent improvements on the Premises as of the Effective Date of this Lease and that title to all permanent improvements that may be constructed or erected on the Premises on or after the Effective Date of this Lease shall vest in Lessor upon their completion. 4.2. Mandatory Improvements. Lessee covenants and agrees that it shall improve, or cause to be improved, all or part of the Premises known as Tract Two, in accordance with the time frames,milestones, specifications and other conditions of Exhibit"B" which is attached hereto and made a part of this Agreement for all purposes. Such improvements shall hereinafter be referred to as "Mandatory Improvements." 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." Upon completion of the Mandatory Improvements or earlier termination of this Lease, Lessor shall take full title to any Mandatory Improvements on the Premises. Notwithstanding Section 14 of the Lease, if Lessee fails to comply with any provision or timeline listed in the attached Exhibit B, the portion of the Premises known as Tract Two shall automatically be removed from the Leased Premises and shall return to Lessor and shall immediately be available to Lessor to be used at Lessor's discretion for any lawful purpose. Should Lessee fail to comply with the provisions set forth herein, and any construction has commenced on Tract Two, then Lessee shall immediately stop construction, and remove, at its own cost and expense, any incomplete structures that may exist on Tract Two and restore the section of the Premises known as Tract Two, to the extent possible,to the same condition as it existed prior to the execution of the Lease.Lessor shall have the right to exercise any remedies it may have pursuant to Section 4 of the Lease. Further, in the event the portion of the Premises known as Tract Two is returned to the Lessor, all provisions of the Lease affording the Lessee, or any Sublessee, any rights, interests or privileges related to said Tract Two shall be null and void and have no further force or effect. 4.3. Discretionary 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 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 fully comply with all provisions of this Section 4 in the performance of any such Discretionary Improvements. Upon completion of any such Discretionary r. Improvements or earlier termination of this Lease, Lessor shall take full title to any Discretionary Improvements on the Premises. 4.4. Process for Annroval of Plans. Lessee's plans for construction and improvements shall conform to the Airport's 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. 4.5. Documents. Lessee shall supply the Director with comprehensive sets of documentation relative to any 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. 4.6. Bonds Required of Lessee. Prior to the commencement of any Improvements on the Premises, Lessee shall deliver to Lessor a bond, executed by a corporate surety in accordance with Texas Government 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. 4.7. Bonds Required of Lessee's Contractors. .J M1 �� � g22QQ9g 5 .. 9 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, 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. 4.8. 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 shall have the right to sublease all or a portion of the Premises, including individual hangars to various third parties ("Sublessees") under terms and conditions acceptable to and determined by Lessee, provided that all such arrangements shall be in writing and approved in advance by Lessor, which such consent shall not be unreasonably withheld. All written agreements executed by Lessee to Sublessees 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 may make non-material modifications to its standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances. Lessor will consent to the sublease of the entire Premises to Texas Aviation Services, Inc., (`Sublessee"), which such consent shall be evidenced by a separate document executed by Lessor, Lessee and Sublessee. 6. REPORTS,AUDITS AND RECORDKEEPING. Within thirty (30) days following the end of each calendar year, Lessee, and/or dub hall provide Lessor with a written annual report, in a form acceptable to the Director, which reflects Lessee's rental rates for any 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 any improvements on the Premises for the period requested by Lessor. These reports shall be delivered to Lessor's Department of Aviation 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 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("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's 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 + ;;! 7 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. 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. r 8.4. Environmental Remediation/Tenant's Indemnitv and Release. 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 HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LESSOR FROMAND AGAINST ANY SUITS,ACTIONS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, DEMANDS, CLAIMS, LIABILITIES, FINES, PENALTIES, LOSSES, INJURIES, DAMAGES, EXPENSES, OR COSTS, INCURRED BY, ALLEGED OR ASSESSED AGAINST LESSOR UNDER ANY LAWS,RULES,REGULATIONS, FOR ANY INJURY TO PERSON OR DAMAGE TO ANY PROPERTY OR ANY LOSS TO LESSOR CAUSED OR RESULTING FROM THE PRESENCE OR RELEASE OF ANY HAZARDOUS SUBSTANCES IN ANY STATE OR ENVIRONMENTAL CONTAMINATION OF THE PREMISES (ANY OF THE FOREGOING, A "CLAIM'), BY LESSEE, ITS OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND INVITEES ON THE PREMISES IN VIOLATION OF ALL APPLICABLE LAWS AND REGULATIONS(A "LESSEE-CAUSED CONDITION'). THIS INDEMNITY SPECIFICALLY INCLUDES THE DIRECT OBLIGATION OF LESSEE TO PERFORM ANY REMEDIAL OR OTHER ACTIVITIES REQUIRED, ORDERED OR RECOMMENDED BY ANY AGENCY OR GOVERNMENTAL OR QUASI-GOVERNMENTAL OFFICIAL NECESSARY TO AVOID OR MINIMIZE INJURY OR LIABILITY TO ANY PERSON, OR TO PREVENT THE SPREAD OFPOLLUTION,INANY CASE, DUE TO A LESSEE-CAUSED CONDITION. LESSEE SHALL PERFORM ALL SUCH WORK INACCORDANCE WITH ALL APPLICABLE FEDERAL, STATE OR LOCAL LAWSANO REGULATIONS. WITHOUT WAIVING ITS RIGHTS HEREUNDER, LESSOR MAY, AT ITS OPTION, PERFORM SUCH REMEDIAL OR REMOVAL WORK AS DESCRIBED ABOVE,AND THEREAFTER SEEK REIMBURSEMENT FOR THE COSTS THEREOF IN INSTANCES IN WHICH LESSEE HAS FAILED TO REMEDIATE A LESSEE-CAUSED CONDITION IN A TIMELY MANNER.LESSEE SHALL PERMIT LESSOR ACCESS TO THE PROPERTY TO PERFORM SUCHREMEDL4L ACTIVITIES. LESSEE HEREBY WAIVES, RELEASES AND DISCHARGES FOREVER LESSOR FROM ALL CLAIMS, PRESENT AND FUTURE, BROUGHT BY LESSEE OR ANY PARTY CLAIMING THROUGH LESSEE,ARISING OUT OR INANY WAY CONNECTED WITH LESSEE'S USE,MAINTENANCE, o� ERSHIP OR OPERATION OF ANY PORTION OF THE PREMISES, OR YLESSEE CAUSED CONDITION. IN �z r z� 9 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. Lessor will utilize its best efforts to minimize any disruption to Lessee's, or any approved Sublessee's,operations on the Premises. 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 10 a } 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. 10.4. 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 or other utility companies. Lessee's rights shall additionally be subject to all a 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. Types 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: • Property: Fire and Extended Coverage on all improvements at full replacement cost limit;and • Commercial General Liability: $1,000,000 per occurrence, including products and completed operations;and • Automobile Liability: $1,000,000 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. 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. 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 r,Ve s 7iyii� 'a Y W12 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 (30) 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, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH ITS USE 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 PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED 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 13 i `qI n0 THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT 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 OFLESSOR,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 OPERATIONS 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: 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, and any approved Sublessee,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. 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, or such other time as reasonably determined by the Lessor,but not to exceed sixty(60)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 LeTiediately. hY 14 14.3. Abandonment or Non-Use of the Premises. Subject to Section 27 herein, 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 for any non-payment of rent, fees or other charges or for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, 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. 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 Aviation Department Meacham International Airport Leasing Division 4201 North Main Street, Suite 200 4201 North Main Street,Suite 200 Fort Worth,Texas 76106-2749 Fort Worth,Texas 76106-2749 15 ON ,1 �� Y's v To LESSEE: TEXAV(TX)QRS 16-124,Inc. c/o W.P. Carey&Co.LLC 50 Rockefeller Plaza,2nd Floor New York,New York 10020 Attn: Director,Asset Management with a copy: Reed Smith LLP 599 Lexington Avenue,290'Floor New York,New York, 10022 Attention: Chairman,Real Estate Department To SUBLESSEE: Texas Aviation Services 3901 North Main Street Fort Worth,Texas 76106 Attention: President 16. ASSIGNMENT AND SUBLETTING. 16.1. In General. Lessee shall have the right to sublease portions of the Premises as provided by and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not assign, sell, convey, sublease or transfer part or the entirety of its rights, privileges, duties or interests granted by this Lease without the advance written consent of Lessor, which such consent shall not be unreasonably withheld. Any sale, conveyance, sublease, or transfer of part or the entirety of Lessee's interest without the prior written consent of Lessor shall be null and void and without effect. 16.2. Conditions of Approved Assignments and Subleases. If Lessor consents to any assignment or sublease, all terms, covenants and agreements set forth in this Lease shall apply to the assignee or sublessee,and such assignee or sublessee shall be bound by the terms and conditions of this Lease the same as if it had originally executed this Lease. The failure or refusal of Lessor to approve a requested assignment or sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals,fees and charges. 16 17. LIENS BY LESSEE. Lessee shall not, directly or indirectly, create or permit to be created or to remain any lien upon the Premises or interest in the property of Lessor. If any lien is created or filed against the Premises, Lessee, at its sole cost and expense, shall cause such lien to be discharged of record within thirty (30) days of such creation or filing (by bond or otherwise). 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 discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. 18. TAXES AND 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 unlawful 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-DISCRIMINATION 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 bas' of race, color, national origin, religion, handicap, sex, sexual orientation or 17 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-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, or any approved Sublessee, 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. 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, J, J �8 c fees or charges, or the enforcement of performance or observances of any covenant, obligation or agreement, Lessor and Lessee agree that each party shall be responsible for its own attorneys'fees. 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. 30. ADDITIONAL PREMISES. Pursuant to the terms and conditions set forth in the attached Exhibit"C,"Right of First Refusal,Lessee shall have the first right to lease approximately one hundred fourteen thousand three hundred twelve (114,312) square feet of land known more specifically as Lease Site 5S, and more fully identified and described in the attached Exhibit "C-1," the "Additional Premises." v 19 31. AUTHORITY. The person signing this Lease hereby warrants that he/she has the legal authority to execute this lease on behalf of the respective party, and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Lease. [Remainder of Page Intentionally Left Blank] 71 20 IrJW�ITNESS WHEREOF,the parties hereto have executed this Lease in multiples,this - day of ,2008. LESSOR: U CITY OF FORT WORTH: By- T.M.Higgins Assistant City Manager,/') Date: 9A 1(/ STATE 04EXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared T.M. Higgins, 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 said City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFF thisu day of 2008. ==NoWq .BRISENO lic,State of Texas mission Expires Notary Public in and for the State of Texas h 07,2011 APPROVED AS TO FORM AND LEGALITY: ATTEST: By: Qe By: Maieshia�BFarm�er Mar4HexW�/— Assistant City Attorney City Secretary Contract Authorization: M&C:C-22726 Date Approved: 3/25/08 21 LESSEE: TEXAV(TX)QRS 10-124,INC.: a Delaw Corporation By: N e:Jaso E.Fox Ti :Ex tive Director Date: April ATTEST: By: STATE OF -Qiv� _ § COUNTY OF § BEF RE ME, the undersigned authority, a Na Public in and for the State of on this day personally appeared �,), ' .'�r"0� ,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 TEXAV(M QRS 15-124,INC.,and that he executed the same as the act of TEXAV(TX)QRS 16-124, INC., for the purposes and consideration therein expressed and in the capacity therein stated V1 GIVEN UNDER MY HAND AND SEAL OF OFFICE this r day of � \1 2008. Notary Public in and for State of �6 h ;r,r,Yri: Wi .a!'AFLOFNEWYORK N 7,0;R 6r795491 COUNTY PflYY 14,201[ tJ Lo dl� � SU7 EXHIBIT A LEASED PRENUSES LEASE SITE 4S c '� �� 23 LEASE 4S TRACT ONE LEGAL DESCRIPTION BEING 8.031 acres of land located in Block 2, MEACHAM AIRPORT, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 2445 of the Plat Records of Tarrant County, Texas, and said 8.031 acres also incorporating all of the existing Lease IS and 28, and portions of formerly unleased areas. Said 8.031 acres of land being more particularly described by metes and bounds as follows: COMMENCING at the most Easterly Southeast corner of said Block 2, Meacham Airport Addition, and said POINT OF COMMENCING, being the intersection of the North right-of-way line of NW 38th Street, and the West right-of-way line.of North Main Street; THENCE N 000 28'40" E ' 311.27 feet, along the West right-of-way line of said North Main Street, and the East boundary line of said Block 2, to a point; THENCE N 89" 58'27"W 50.55 feet, to a 1/2" iron rod found at the Southeast comer of the aforesaid existing Lease 2S, and said POINT OF BEGINNING, also having Texas State Coordinate NAD 27 Values of N =417259.38, E=2045641.00; THENCE along the South boundary line of said existing Lease 2S, as follows: 1. N 89" 58'27"W 144.23 feet, to a 1/2" iron rod set; 2. S 00° 01' 33"W 20.00 feet, to an "X"cut in concrete found; 3. N 89" 58' 27"W 31.50 feet, to a 1/2" iron rod set; 4. N 000 01' 33"E 20.00 feet, to a 1/2" iron rod set; 5. N 890 58'27"W 28.51 feet,to a 1/2" iron rod set; THENCE S 000 26' 34"W 153.45 feet, to a 1/2"iron rod set at the Southeast comer of the herein described lease area, also having Texas State Coordinate NAD 27 Values of N=417106.03, E =2045435.58; THENCE N 890 31'21"W 160.01 feet, to a point; THENCE N 000 26' 34" E 988.19 feet, to an "X" cut in concrete found at the most Westerly Northwest corner of aforesaid Lease IS; THENCE along the North boundary line of said existing Lease 1S, as follows: 1. S 80° 12'21" E 147.09 feet, to a "PK"nail found; 2. N 00° 43' 39" E 129.28 feet,to a"PW nail found; 3. S 89" 16' 21" E 194.50 feet, to a 1/2" iron rod found stamped "City of Fort Worth"; 4. S 00° 30'21"W 39.00 feet, to a "PK"nail found at the most Northerly Northeast corner of said existing Lease 1S; 5. S 89° 29'39" E 25.00 feet, to a "PK' nail found at the most Easterly Northeast corner of said existing Lease 1 S; THENCE. ° 30'21"W 898.74 feet, along the East boundary line of said existing''. ase 1S and Lease 2S, to the POINT OF BEGINNING, containing 8.031 acres (34 817 square feet)of land. LEASE 4S TRACT TWO LEGAL DESCRIPTION BEING 2.313 acres of land located in Block 2, MEACHAM AIRPORT, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 2445 of the Plat Records of Tarrant County, Texas, and said 2.313 acres also incorporating all of former Lease 75 and a portion of former Lease 6S, and a portion of unleased area. Said 2.313 acres of land being more particularly described by metes and bounds as follows: COMMENCING at the most Easterly Southeast comer of said Block 2, Meacham Airport Addition, and said POINT OF COMMENCING, also being the intersection of the North right-of-way line of NW 38th Street, and the West right-of-way line of North Main Street; THENCE N 890 49' 15"W 720.10 feet, along the South boundary line of said Block 2, Meacham Airport Addition, and the North right-of-way line of said NW 38th Street, to a point; THENCE N 000 28' 39" E 159.56 feet, to the to the POINT OF BEGINNING, said POINT OF BEGINNING also lying in the West boundary line of aforesaid former Lease Area 6S, and said POINT OF BEGINNING also having Texas State Coordinate NAD 27 Values of N =417109.91 and E =2044970.18; THENCE N 000 28' 39" E 330.06 feet, along the West boundary line of aforesaid former Lease Area 6S and 7S, and the East right-of-way line of Guifstream Road, to an "X"cut in concrete found at the Northwest comer of said former Lease 7S; THENCE S 89° 31'21" E running along the North boundary line of said former Lease 78, at 180.00 feet, passing the 1/2" iron rod found at the Northeast corner of said former Lease 7S, and in all 305.20 feet,to a 1/2" iron rod set; THENCE S 000 26'34"W 330.06 feet, to a point; THENCE N 89° 31'21"W 305.40 feet, to the POINT OF BEGINNING, containing 2.313 acres(100,766 square feet) of land. IWO ;.1 P G Ajij. it as v C � a . Al i • ! o if i t t I Y ' y yi0}j W�ooy u � ' r • a R II.140 i. k peog mtssisfta9 r S-a-S 6 'oN;a�!S asea� y�aup Joeal St asea-1 ..V.. I!q!gx3 LEASE 4S TRACT ONE-A LEASE SITE NO. IS-D-S LEGAL DESCRIPTION BEING 0.088 acre of land known as Lease Site No. 1 S-D-S, and being a portion of Block 2, MEACHAM AIRPORT, an addition to the City of Fort Worth, Texas, according to the plat recorded in Cabinet A, Slide 2445 of the Plat Records of Tarrant County, Texas. Said 0.088 acre of land being more particularly described by metes and bounds as follows: COMMENCING at the most Easterly Southeast corner of said Block 2, Meacham Airport, and said POINT OF COMMENCING, being the intersection of the North right-of- way line of NW 38th Street, and the West right-of-way line of North Main Street; THENCE N 000 28'40" E 783.61 feet, to a point; THENCE N 890 31' 20"W 11.14 feet, to a railroad spike in asphalt found for the POINT OF BEGINNING, being the Southeast corner of said Lease Site No. 1S-D- S, and said POINT OF BEGINNING, also having Texas State Coordinate NAD 27 Values of N =417731.91 and E =2045684.35; THENCE N 89° 32' 04"W 15.00 feet, to a railroad spike in asphalt found at the Southwest comer of said Lease 1 S-D-S; THENCE along the West boundary line of said Lease IS-D-S, as follows: 1. N 000 27' 56" E 157.54 feet, to a railroad spike in asphalt found; 2. N 890 32' 04"W 4.60 feet, to a railroad spike in asphalt found; 3. N 00°27' 56" E 8.64 feet, to a railroad spike in asphalt found; 4. S 890 32' 04" E 4.60 feet, to a railroad spike in asphalt found; 5. N 000 27' 56" E 85.67 feet,to a railroad spike in asphalt found at the Northwest corner of said Lease 1 S-D-S; THENCE S 890 32'04" E 15.00 feet, along the North boundary line of said Lease 1 S-D-S, to a railroad spike in asphalt found at the Northeast comer of said Lease 1 S-D-S; THENCE S 000 27'56"W 251.85 feet, along the East boundary line of said Lease IS-D-S, to the POINT OF BEGINNING, containing 0.088 acre (3,817 square feet) of land. EXHIBIT B MANDATORY IMPROVEMENTS TRACT TWO OF LEASE SITE 4S Tract Two consists of approximately 100,766 square feet I. Due to the substantial investment and improvements to date of approximately $4,500,000 into the facilities on Lease Site 4S, Lessee shall have up to twenty-four(24) months from the execution of the Lease to secure a building permit for improvements to be made in whole or in part on the section of the Premises known as Tract Two. II. Within thirty-six (36) months of execution of the Lease, Lessee shall have obtained a Certificate of Occupancy for the new development located in whole or in part on the section of the Premises known as Tract Two. III. Lessee agrees to construct a Hangar as a continuance of the helicopter complex business plan to be at least 10,000 square feet to be constructed in whole or in part on the section of the Premises known as Tract Two. At least one-third(1/3)of the total square footage of such hangar shall be located on Tract Two. EXHIBIT C RIGHT OF FIRST REFUSAL LEASE SITE 5S FORT WORTH MEACHAM INTERNATIONAL AIRPORT This AGREEMENT ("Agreement") 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 situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Tom Higgins, its duly authorized Acting Assistant City Manager, and TEXAV (TX) QRS 16-124, INC., ("Lessee"), a Delaware Corporation, acting by and through Jason E. Fox, its duly authorized Executive Director. NOW THEREFORE, in consideration of the mutual covenants, promises and obligations contained herein,the parties agree as follows: AGREEMENT 1. Additional Premises Lessor owns approximately One Hundred Fourteen Thousand Three Hundred Twelve (114,312) square feet of unimproved ground known as Lease Site 5S ("Additional Premises") at Fort Worth Meacham International Airport ("Airport") in Fort Worth, Tarrant County, Texas, more specifically identified in Exhibit "C-1," attached hereto and hereby made a part of this Agreement for all purposes. Lessee shall have the non- transferable, non-assignable right of first refusal to lease the parcel of land known as 5S subject to the terms and conditions set forth herein. Lessee, at Lessee's sole cost and expense, shall have the Additional Premises surveyed and, after Lessor and Lessee have approved such survey,the survey shall be incorporated herein for all purposes and, if agreed to by both Lessor and Lessee,may be attached as part of or as a replacement to Exhibit"C- 1." 1.1 Site 5S From the effective date of this Agreement until May 31, 2009, Lessee shall have a right of first refusal to lease approximately One Hundred Fourteen Thousand Three Hundred Twelve (114,312) square feet of unimproved land at the Airport identified as Site 5S on Exhibit "C-1." As consideration for Lessee's right of first refusal to lease Site 5S, Lessee shall pay Lessor the sum of$0.01 per square foot or One Thousand One Hundred Forty Three and 12/100 dollars($1,143.12)on an annual basis. Lessee may renew its right of first refusal to lease Site 5S on an annual basis, commencing on June 1st of a given year and expiring May 31 st of the following year,by(i)notifying Lessor in writing not less than thirty (30) days nor more than one hundred twenty (120) days prior to the expiration of the one- year term of the then-current right of first refusal that Lessee wishes to renew its annual right of first refusal to lease Site 5S and (ii) paying Lessor the sum of$0.01 per square foot or One Thousand One Hundred Forty Three and 12/100 dollars ($1,143.12); provided, however, that Lessee's right of first refusal to lease Site 5S shall in no event extend past May 31,2013. 1.2 Prerequisites for Exercise of First Right of Refusal. Lessee's rights of first refusal to lease the Additional Premises are subject to (i) Lessor's advance written approval of such written plans and specifications and (ii) Lessee's reasonable assurance to Lessor that Lessee will commence construction of any approved development within twelve(12)months. If Lessor does not approve such plans and specifications or if Lessee does not give Lessor reasonable assurance that Lessee will commence construction of any approved development within twelve (12) months, Lessor shall be under no obligation to lease the Additional Premises to Lessee. Lessee's rights of first refusal to lease the Additional Premises are also subject to Lessee's advance provision to Lessor of written plans and specifications for the development of the Additional Premises, which plans and specifications shall meet or exceed any proposed development for the Additional Premises or any portion thereof by a third party, as reasonably determined in good faith by Lessor in its sole discretion. If a third party submits a proposal to Lessor for development of the Additional Premises or any portion thereof, Lessor shall notify Lessee in writing as soon as practicable and shall give Lessee not less than thirty(30)days to submit its own proposal for development of the Additional Premises or any portion thereof. If(i)Lessee fails to submit such a proposal in accordance with Lessor's instructions or (ii) Lessee's proposal for development of the Additional Premises does not meet or exceed any proposed development for the Additional Premises or any portion thereof by a third party, as reasonably determined in good faith by Lessor in its sole discretion, then Lessor shall be free to lease the Additional Premises to a third party and Lessee shall no longer have any rights in or to the Additional Premises. 2. Incorporation Into the Premises. If the Additional Premises or any portion thereof are leased to Lesee pursuant to this Agreement,that unimproved land shall be added to,included and defined as part of the Premises for all purposes. [Signature Pages Follow] �D :.a 26 CITY OF FORT WORTH: TEXAV(TX)QRS 16-124,INC.: By: BY:-Az, T.M.Higgins *ne:Ason E Fo)r Assistant City Manager Title— xecutive Director ATTEST: ATTEST: By,Or��,djkVk 6 By:_ Marty Hendrix Name: 1<4, t City Secretary Title: V/0 Approved as to Form and Legality: �Meshia .Farmer �� Assistant City Attorney Contract Authorization: M&C:C-22726 Date Approved:3/25/08 27 EXHIBIT C-1 RIGHT OF FIRST REFUSAL TRACT LEASE 5S 28 LEASE5S ROFR TRACT LEGAL DESCRIPTION BEING 2.624 acres of land located in Block 2, MEACHAM AIRPORT, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 2445 of the Plat Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the most Easterly Southeast comer of said Block 2, Meacham Airport Addition, also being the intersection of the North right-of-way line of NW 38th Street, and the West right-of-way line of North Main Street, and said POINT OF BEGINNING also having Texas State Coordinate NAD 27 Values of N =416948.10 and E = 2045688.95; THENCE N 890 49' 15"W 720.10 feet, along the South boundary line of said Block 2, Meacham Airport Addition, and the North right-of-way line of said NW 38th Street, to a point; THENCE N 000 28'39" E 159.56 feet, to a 1/2" iron rod set; THENCE S 89° 31'21" E 465.41 feet, to a 1/2" iron rod set; THENCE N 009 26' 34" E 153.45 feet, to a 1/2" iron rod set; THENCE S 890 58'27" E 28.51 feet, to a 1/2" iron rod set; THENCE S 000 01' 33"W 20.00 feet,to a 1/2" iron rod set; THENCE S 899 58'2T' E 6.67 feet, to a point in a chain link fence lying in the West boundary line of the Fire Station; THENCE S 000 36' 16"W 152.95 feet, along said chain link fence marking the West boundary line of the Fire Station, to a chain link fence comer post found; THENCE S 880 51' 50" E 219.79 feet, along the chain link fence line marking the South line of said Fire Station, to a point In the East boundary line of said Block 2, Meacham Airport Addition, and the West right-of-way line of aforesaid North Main Street; THENCE S 000 28'40"W 134.06 feet, along the West right-of-way line of said North Main Street, to the POINT OF BEGINNING, containing 2.624 acres (114,312 square feet) of land. LAC`, City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 3/25/2008 DATE: Tuesday, March 25, 2008 LOG NAME: 55TEXAV 4S REFERENCE NO.: **C-22726 SUBJECT: Authorize Termination of City Secretary Contract Nos. 25211, 25212 and 31308 for Lease Sites 1 S, 2S, 6S and 7S as Amended and Assigned at Fort Worth Meacham International Airport and Execute a New Ground Lease Agreement for Lease Site 4S with TEXAV (TX) QRS 16-124, Inc., at Fort Worth Meacham International Airport and Approve a Right of First Refusal for Lease Site 5S at Fort Worth Meacham International Airport and Approve a Consent to Sublease Agreement to Texas Aviation Services, Inc. RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1. Terminate City Secretary Contract(CSC) Nos. 25211, 25212 and 31308, as amended and assigned, for lease sites 1S, 2S, 6S and 7S at Fort Worth Meacham International Airport; 2. Execute a new ground lease agreement for Lease Site 4S with TEXAV (TX) QRS 16-124, Inc., at Fort Worth Meacham International Airport; 3. Approve the Right of First Refusal (ROFR)for Lease Site 5S with TEXAV (TX) QRS 16-124, Inc., at Fort Worth Meacham International Airport; and 4. Approve a Consent to Sublease Agreement to Texas Aviation Services, Inc. DISCUSSION: The City Council previously approved the execution of unimproved ground lease agreements at Fort Worth Meacham International Airport with CSC Nos. 25211 and 25212, as amended by CSC Nos. 26073, 27689, 33999, and 31807 for the lease of lease sites known as 1S and 2S with Sandpiper Airport Inn, Inc. City Council consented to the Assignment of CSC Nos. 25211 and 25212 as am ended to Woody Woodard Family Partnership Ltd., d/b/a Texas Aviation Services and Woodard Aviation Holdings, Ltd. City Council also approved the execution of CSC No. 31308 with Woody Woodard Family Partnership, Ltd. for the ROFR for Lease Sites known as 6S and 7S at Fort Worth Meacham International Airport. Staff has received a request from Mr. Carl D. Woodard and Timothy D. Woodard to combine lease sites 1 S, 2S and the ROFR lease sites 6S and 7S into one lease under the name of TEXAV (TX) QRS 16-124, Inc. (TEXAV), an entity managed and operated by W.P. Carey & Co. LLC and Carey Asset Management (WP Carey). Woodard Aviation Holdings, Ltd. and Woody Woodard Family Partnership, Ltd has been bought by WP Carey. In order to combine the lease sites and assign all to TEXAV, CSC Nos. 25211 and 25212 as amended and assigned must be terminated and the City must enter into a new ground lease agreement. Lease Sites 1S and 2S will be brought up to the current established Schedule of Rates and Charges and 6S and 7S will go to an unimproved ground rate. There will also be additional unimproved ground acquired by TEXAV that sits southwest of 2S and east of 6S and 7S. A new survey has been completed showing all the Logname: 55TEYAV 4S Page 1 of 2 lease areas combined, now known as Lease Site 4S, and will be attached as Exhibit 'A' to the lease agreement. TEXAV requests a ROFR on the land below the hill of their lease 4S. This will be known as Lease Site 5S. Staff has no objection to a ROFR on 5S. The total area of unimproved ground is 450,583 square feet at a rate of$.22 per square foot. Based on the square footage of unimproved ground this lease will generate estimated revenue of$99,128.26 annually, or $8,260.69 monthly. The total square footage for the ROFR lease site is approximately 7,600 square feet at a rate of $.01 per square foot annually. Based on the square footage of ROFR this lease will generate estimated revenue of approximately $76.00 annually. The total annual revenue generated from the lease will be $99,204.26. Payment of rent for the lease sites will commence upon execution of the lease. Lease site 5S is contingent upon completion of a ground survey. TEXAV requests the approval of a Consent to Sublease Agreement with Texas Aviation Services, Inc., who currently occupies the facilities. Texas Aviation Services, Inc. has contributed significantly in the past to the success of Fort Worth Meacham International Airport through the successful promotion and management of their facilities. As a result of the contributions made, staff is in support of the site lease. The initial term of the lease shall commence on the date of its execution and expire on May 31, 2038 with two five-year options to renew. Rental rates shall be as described in the Schedule of Rates and Charges in effect at that time. Rental rates shall be subject to an increase on October 1st of any given year to reflect the upward percentage change, if any, in the Consum er Price Index for the period since the last adjustment. All agreement terms will be in accordance with established City and Aviation Department policies. The property is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Aviation Department will be responsible for the collection and deposit of funds due to the City under this Agreement. TO Fund/Account/Centers FROM Fund/Account/Centers PE40 491352 0551101 $99,204.26 Submitted for City Manager's Office by: Tom Higgins (6266) Originating Department Head: Kent Penney (5403) Additional Information Contact_ Leah Jipp (5409) Logname: 55TEYAV 4S Page 2 of 2 r _ o� zz O O Lj Z - O 1 � I T- x I CL cn a s j w j °' V w W (10 J a LLI 1 aN L W ,� (n in J J � N V) —�--- i j < m � -------------- AY 43>:. A F ? ~ LJ w o oz u 3I�OMJ r � a =w�+�+ w N 3ae3ww � Z N Q 7 O e, ~ =Fa o o W C c��o rro3useru Z Q N p Z o w J u3�Q 0 F 0 / a wO io na Q O CL 0 U 70 ? 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