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HomeMy WebLinkAboutContract 43602co SECRETARYi2 ��� L CONTRACT Nat FORT WORTH MEACHAM INTERNATIONAL AIRPORT GROUND LEASE AGREEMENT LEASE SITE 39S 3500 LINCOLN AVENUE 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, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and BURNETT AVIATION CO., INC. ("Lessee"), a Texas corporation, acting by and through V. Neils Agather, its duly authorized President. RECITALS: WHEREAS, on or about January 4, 1983, Burnett Aviation Co., Inc. entered into City Secretary Contract ("CSC") No. 12887, a Fixed Base Operator Lease for ground space known as Lease Sites 40S and 43S, consisting of a total of 236,778 square feet of ground space ("Previous Lease"); and WHEREAS, the Previous Lease contained a thirty (30) year lease term ending January 3, 2013; and WHEREAS, Lessee has requested to divide Lease Sites 40S and 43S into three individual lease tracts to be known as Lease Sites 39S, 40S and 41 S (formerly 43 S); and WHEREAS, Lessor has agreed to the division of the lease tracts as it will provide for continued economic growth and development on the west side of the Fort Worth Meacham International Airport, in Fort Worth, Tarrant County, Texas (the "Airport"); and WHEREAS, Lessee has requested, and Lessor has agreed, to execute individual ground lease agreements for each lease site. AGREEMENT: In consideration of the mutual covenants, promises and obligations contained herein, the parties agree as follows: 1. PROPERTY LEASED. Lessor hereby demises to Lessee 33,042 square feet of ground space ("Ground") at the Airport, identified as Lease Site 39S, also known as 3500 Lincoln Avenue, ("Premises"), as shown in Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes. Burnett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 1 of 20 OFFICIAL RECORD CITY SECRETARY ET. WORTHS TX 09-17-12 PO4 : 29 IN 2. TERM OF LEASE. 2.1. Initial Term. The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on January 4, 2013 ("Effective Date"), and expire at 11:59 p m on January 3, 2043, 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 Teinu of this Lease, Lessee shall have one (1) option to renew for an additional ten (10) year term (a "Renewal Term"). In order to exercise an option to renew, Lessee shall notify Lessor in writing of its desire to renew this Lease no less than ninety (90) days and no more than one hundred eighty (180) days prior to the expiration of the Initial Teun. 2.3. Holdover. 3. RENT. If Lessee holds over after the expiration of the Imtial 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. 3.1. Ground Rate. Lessee shall commence the payment of rent for the Ground on the Effective Date. Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground, Eight Thousand Nine Hundred Twenty -One Dollars and Thirty -Four Cents ($8,921.34) at a rate of Twenty -Seven Cents ($0 27) per square foot payable in equal monthly installments of Seven Hundred Forty -Three Dollars and Forty -Five Cents ($743.45). 3.2. Rate Adjustments. 3.2.1. Consumer Price Index Adjustments. The rental rates under this Lease are based on Lessor's current published Schedule of Rates and Charges. Rental rates are subject to increase beginning October 1, 2013, and on October 1st of any subsequent year during the Initial Tenn, to reflect any upward change in the Consumer Price Index Bumett Aviation — I rase Site 39S Ground Lease Fort Worth Meacham Airport Page 2 of 20 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 (the "Annual Rent Adjustment"); provided, however, that Lessee s rental rates shall not exceed the then - current rates prescribed by Lessor's published Schedule of Rates and Charges for the type or types of property similar to the type or types of property that comprise the Premises 3.2.2. Five -Year Adjustments, Ground Rate. In addition to the Annual Rent Adjustments, on January 4, 2018, and every fifth (5th) year thereafter for the remainder of the term of the Lease, the Ground rental rate shall automatically be adjusted to equal the then -current rates prescnbed by the 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 Ground. 3.2.3. Hanwar Rate. In addition to the Annual Rent Adjustments, starting January 4, 2043, for the Renewal Term, a hangar rate commensurate with the appraised Fair Market Value shall be added, based upon the 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 hangar. 3.3. 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 nonnal busmess hours by the due date at the location for Lessor's Aviation Depailuuent 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 termmation 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 with a hangar building containing at least 6,500 square feet; such improvements shall hereinafter be referred to as "Mandatory Improvements", and are described in Exhibit "B", Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 3 of 20 attached hereto and made a part of this Lease for all purposes. Lessee shall begin construction of such Mandatory Improvements within six (6) months following receipt of written FAA Au space Study approval on the design of same, with the completion and issuance of the Certificate of Occupancy to be no later than twelve (12) months after construction commences Lessee shall fully comply with all provisions of this Section 4 in the construction of 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 Lease 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 4.2. Discretionary Improvements. In addition to the Mandatory Improvements, Lessee may, at its sole discretion, perform additional modifications, renovations, improvements or other construction work on or to the Premises (collectively, ` Improvements") so long as it first submits all plans, specifications and estimates for the costs of the proposed work in writing and also requests and receives m writing approval from the Director of Aviation or authorized representative ("Director"). Lessor agrees to respond in writing to Lessee's requests for approval within thirty (30) calendar days of receipt of such requests Lessee covenants and agrees that it shall fully comply with all provisions of this Section 4 in the undertaking of any such Improvements Lessor shall take full title to any Improvements on the Premises upon the expiration or earlier termination of this Lease, provided that trade fixtures shall remain the property of Lessee and may be removed so long as Lessee repairs any damage caused thereby. 4.3. Process for Approval of Plans. Lessee's plans for Improvements shall confoinu to the Airport s architectural standards and must also receive written approval from the City's Departments of Planning and Development 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 any Improvement, 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. Burnett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 4 of 20 4.5. Bonds Required of Lessee. Prior to the commencement of any Improvement, 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 applicable requirements, terms and conditions of this Lease, including, but not limited to, the satisfactory completion of the respective Improvements, and (ii) full payments to all persons, firms, corporations or other entities with whom Lessee has a direct relationship for the construction of such 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 Improvements, or if claims are filed by third parties on grounds relating to such Improvements, Lessor shall be entitled to draw down the full amount of Lessee's cash deposit or certificate of deposit and apply the proceeds to complete the Improvements or satisfy the claims, provided that any balance shall be remitted to Lessee. 4.6. Bonds Required of Lessee's Contractors. Prior to the commencement of any Improvement, 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 Improvements Lessee shall provide Lessor with copies of such bonds prior to the commencement of such Improvements. 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 Lessor 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 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 Burnett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 5 of 20 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 teinis and conditions of this Lease Lessee shall have the nght to sublease portions of the Premises, including individual hangars, to various third parties ("Sublessees") for aviation -related purposes only 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. 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 shall use a standard lease form for all 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 matenal 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 to the extent that such are not contrary to Lessor's Sponsor's Assurances. 6. REPORTS. AUDITS AND RECORDKEEPING. Lessor reserves the right to require Lessee to provide Lessor with a written annual report, in a form acceptable to the Director, that reflects Lessee's rental rates for any subleases of the Premises in the immediately precedmg calendar year. If required, such written annual report shall be provided to Lessor within thirty (30) days followmg the end of the 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 period requested by Lessor. These reports shall be delivered to Lessor's Depai talent 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 accordance with Lessee's current basis of accounting or, if Lessee changes such basis, in a manner satisfactory to Lessor's Internal Auditor and at a location within the City of Fort Worth. Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal Auditor if it is in compliance with industry standards or generally accepted accounting principles. 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 Burnett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 6 of 20 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 utility services to all portions of the Premises and for all other related utility expenses, including, but not limited to, deposits and expenses required for the mstallation 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, reasonable wear and tear excepted 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 or replacements necessary to prevent the deterioration in condition or value of the Premises, including, but not limited to, the maintenance of and repairs to all hangars and other structures doors, windows and roofs, and all fixtures, equipment, hangar modifications and surrounding 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 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 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 Burnett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 7 of 20 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 four (4) hours' notice prior to any inspection 8.3.2. If Lessor detennines during an inspection of the Premises that Lessee is responsible under this Lease for any maintenance or repairs, Lessor shall notify Lessee m 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, perfoini 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 perfoini 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 mto 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 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 Bumett Aviation— Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 8 of 20 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, 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 exterior of the hangar or 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 such 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 of 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 m 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 pnmary 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 Burnett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 9 of 20 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. 10.4. 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 (1) 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 tern of this Lease, or (ii) Lessee may terminate this Lease upon thirty (30) days wntten 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. Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 10 of 20 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 rights granted by any ordinance or statute which allows utility companies to use publicly -owned property for the provision of utility services. 10.7. Lessor agrees Lessee shall have the right of ingress and egress to and from the Premises by means of roadways for automobiles and taxiways for aircraft including access during the construction phase of airport improvements, unless otherwise agreed to in writing by both parties. Such rights shall be consistent with the rules and regulations with respect to the occupancy and use of airport premises as adopted from time to time by the City of Fort Worth and by the Federal Aviation Administration or any other state, federal or local authority. 11. INSURANCE. Lessee shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, naming the City of Fort Worth as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Premises. Lessee shall obtain the required insurance specified to be maintained by a commercial tenant in accordance with Exhibit "C", the "City of Fort Worth Aviation Insurance Requirements" attached hereto and made part of this Lease for all purposes. 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. 11.1. 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. 11.2. Certificates. As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor with appropriate certificates of msurance 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) Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 1 I of 20 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 mamtained such coverage in full force and effect. 11.3. Additional Requirements. Lessee shall maintain its insurance with underwriters authorized to do business in the State of Texas. 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. Lessee shall be responsible for notifying Lessor of any change to its insurance coverage that amends or alters the coverage required by this Lease. 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 THE AIRPORT UNDER THIS LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT ALLOWED BY LAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW, 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 Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 12 of 20 (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 LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE, LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE 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 LESSOR'S PROPERTY WHICH ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT CAUSED BY THE 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 WITH ALL 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 teiuiination 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 when 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. 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 Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 13 of 20 default. Lessee shall have thirty (30) calendar days following receipt of such written notice to cure, adjust or correct the pioblem 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 unless such breach or default is not susceptible to cure within thirty (30) calendar days in which event Lessee shall have such additional time to effect a cure as determined by Lessor. 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, unless such non-use is caused by Force Majeure, as set forth in Section 27 below. 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 teen 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, 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 at such address listed below, or at such other address as the receiving party designates by proper notice to the sending Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 14 of 20 party, or (ii) three (3) days after it has been deposited in the United States Mail, postage prepaid, addressed as follows: To LESSOR: City of Fort Worth Aviation Department 4201 N Main St, Suite 200 Fort Worth, TX 76106 16. ASSIGNMENT AND SUBLETTING. 16.1. In General. To LESSEE Burnett Aviation Co. Inc ATTN V. Neils Agather 801 Cherry Street, Unit 9, Suite 1500 Fort Worth, TX 76102 Lessee shall have the right to sublease portions of the Premises as provided by and m accordance with Section 5 of this Lease. Otherwise, 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. 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. 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 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 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. Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 15 of 20 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 m 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, as such laws, ordinances, rules and regulations exist or may hereafter be amended or adopted If Lessor notifies Lessee in accordance with Section 15 above 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 basis of race color, national origin, religion, disability, sex, sexual orientation, transgender, gender identity or gender expression 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, disability, sex, sexual orientation, transgender, gender identity or gender expression 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 shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for the operation of its operations at the Airport. Burnett Aviation — Lease Site 39S Ground Tease Fort Worth Meacham Airport Page 16 of 20 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 perfornance 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, fees or charges, or the enforcement of perfoiuiance 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. Bumett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 17 of 20 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. [Signature Pages Follow] Burnett Aviation — Lease Site 39S Ground Lease Fort worth Meacham Airport Page 18 of 20 IN on this the T ESS WHEREOF, the parties hereto have executed this Agreement in multiples ay ofi,?/!/i1,,/,C� , 2012. CITY OF FORT WORTH: 34' Fernando Costa Assistant City Manager Date: 51//4/2 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 Fernando Costa, 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 AND SEAL OF OFFICE this ¼,.7/,O�irdt,--tJ , zoiz. • • - u •I EVONIA DANIELS MY COMMISSION EXPIRES July 10, 2013 APPROVED AS TO FORM AND LEGALITY: B G' :(1 ....� y dlarlene Sanders Assistant City Attorney M&C: Date: Burnett Aviation — Lease Site 39S Ground Lease Fort Worth Meacham Airport Page 19 of 20 • • /clit day Notary Public in ar Notary Public in and for the State of Texas ATTEST: By Y Mary J. Ka City S ecre, win OFFICIAL RECORD CITY SECRETARY FT, WORTH, TX • r - co aop0 tiLS 00 OQY D� T. k 00, -00000 zkbriexAtel 00 0 -tivia=sia LESSEE: ATTEST: BURNETT AVIATION CO., INC. By: 77 V. Neils Agatherl President Date: /77 4-,75-1--- STATE OF TEXAS § COUNTY OF pratiVATr§ By: BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared V. Neils Agather, 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 BURNETT AVIATION CO., INC. and that he executed the same as the act of BURNETT AVIATION CO., INC. for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 4V4vsC , 2012. JONNIE RENEE' HUITT Notary Public, State of Texas My Commission Expires May 20, 2014 Bumett Aviation — Lease Site 39S Ground Lease Fort worth Meacham Airport Page 20 of 20 Notary / % � day lic in and for the State of Texas Exhibit "A" Ict i BLOCK 3 MEACHAM AIRPORT CABINET A, SLIDE 2445 P.R.,T.C.,T. 92.30` 191,68' P.O.B. LEASE 413 1/2"IRF X= 2317785.613 Y== 6979711.17 N ar 14821 E r v 170.541 i 3/4°1RF e • 4 • D y • • 1 aD k2!1N RINOER SURVEY A-i939 MASS /REA BEARS: N 32'361316 E 0.39' 41S AREA: 2,126 ACRES (92,621 S.F.)+— S 44'40'00" W 70.0' CROSS IN CONCRETE FOUND GJ ASS tRtA CUUARVE DATA DELT T25"1/" T ooa P • v • • .. • .. a v • v 440 H Dt'14'27" t^ 3s9.551 HANGAR • e 9 4 5/8-IRF 'CRY or FT. WORTH SURVEY DMS!ON" (c. M.) . i • • v <14 • v V • . • Di V • tO)KtiATE • v • a • S 81'24�48� 5L' A - testri+ Los cuQE 40S AREA: 2.552 ACRES (111,194 S,F.)--- 5/8"FRF °Crfl' OF FT. WORTH SURVEY SECTION" reo to- 4/ to 0 Aids ' A� >o�.o '0 BLOCK 3 MEACHAM AIRPORT CABINET A, SLIDE 2445 P.R.,T.C.,T. 9'21137" 40.25' 1926.15" 96,77' L1= N 45'13'11" W 42.07' CHORD BEARING 157 7' N 41'52'22" W 1 926 N41733141eW 190,761 N 26'09'45. W 1 • DENOTES A 5/8" IRON ROD SET WITH A RED PLASTIC CAP STAMPED "CITY OF FT. WORTH SURVEY (C.M.)= CONTROL MONUMENT DIVISION" k. GRASS /REA 5/a'1RF "CITY OF FT. WORTH SURVEY DMSION' S 4546'38" W 69.85' 5/B'1RF 1-1ANGAR v 4 e • D c • V • Ire .. Do • 1/1 4 ✓ : 11 81'148276 E 25,57' v A v N' v •. - v o m v • . • O • . i4 w P.O.B. LEASE 40S MARK '){' CUT IN CONCRETE X= 2318337.18 Y= 6970610.51 v• • • 9 0 ooNc • v P - a IOW O ot 81'22.32 4 25 .702 5/8`IRF Ivry OF FT. WORTH SURVEY SECTION" v 39S v r . •• r_ LA at AREA: 0.758 ACRES (33,042 S.F,)+— MAP OF SURVEY SHOWING MEACHAA ATRP ORT LEASE PARCELS 39S, 40S AND 41S SITUATED IN BLOCK 3, MEACHAM AIRPORT ACCORDING TO PLAT RECORDED IN CABINET A, SLIDE 2445, PLAT RECORDS OF TARRANT COUNTY, TEXAS. GRASS AREA BEARING BASE: CITY OF FORT WORTH INTEGRATED G.P.S. NETWORK SYSTEM, N.AD. 83, NORTH CENTRAL TEXAS ZONE. DISTANCES ARE GROUND MEASUREMENTS, 60 0 60 120 180 GRAPHIC SCALE IN FEET 1 47.05' S as.12'10' W P.O.B. LEASE 39S 3/4`1RF X= 2318281.53 Y'a 6979126,62 NOTE: In accordance with the Texas Board of Professional Lond Surveying, General Rules of Procedures and Practices, 653.18(C), 'Preliminary, this document shall not be recorded for any purpose." Preliminary documents released from the surveyor's control which Include this text in place of the surveyor's signature need not comply with the other minimum standards promulgated in this chapter. SURVEYED ON THE GROUND IN MARCH AND APRIL OF 2012. • • 1" = 60' BLOCK 3 MEACHAM AIRPORT CABINET A, SLIDE 2445 P.R.,T.C.,T. 5/B ixF "CRY OF FT, WORTH SURVEY DIVISION` \44) ZkiN RIN&ER SURVEY A—{939 3/4/BF (C.UJ.) h'ap "mind b7 Slav A Mottos C4;9. II/0015-8 5) Transportation & Pjjrlfa Jforhr Dept. 'wvey oI services DATE 04-10-2012 SCfre 1' a 60' DRAT); BY SRC FILE NO. 467312AQ1 c- e% reri Vart. Tr. Flo tredcerls+ It. 7063 its VI-IWI Exhibit "A" FORT WORTH NAL DPERTT 0ES I' POP iffRACHAM AIR ° BR3' LEASE 439 - A parcel of land situated in Block 3, Meacham Airport, as recorded in Cabinet A, Slide 2445, Plat Records of Tarrant County, Texas and including a portion of that certain tract of land known as Burnett Aviation according to Lease recorded in Volume 7439, Page 296, Deed Records of Tarrant County, Texas, and being more particularly described by metes and bounds as follows: Beginning at a 3/4" iron rod found at the southwest corner of herein described parcel on the monumented easterly right-of-way line of Lincoln Ave. (60 0' right-of-way per plat monumented as a 70.0' right-of- way) at the beginning of a curve having a radius of 1,215.0 feet; Thence: with said curve to the left along said monumented right-of-way line through a central angle of 07 degrees 25 minutes 17 seconds, an arc length of 157.38 feet whose chord beats* North 41 degrees 32 minutes 22 seconds West, 157.27 feet to a 5/8" iron rod found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY SECTION" at the end of said curve; Thence• continuing along said monumented right-of-way line, North 45 degrees 13 minutes 11 seconds West, 42.07 feet to a 5/8 ' iron rod found with a red plastic cap stamped 'CITY OF FT. WORTH SURVEY DIVISION" at the northwest corner of herein described parcel; Thence: departing said right-of-way line, North 81 degrees 22 minutes 32 seconds East, 257.70 feet to a 5/8" iron rod found with a red plastic cap stamped "CITY OF FT. WORTH SURVEY DIVISION" at the northeast corner of herein described parcel; Thence• South 08 degrees 35 minutes 12 seconds East, 165.36 feet to a 3/4" iron rod found at the southeast corner of herein described parcel; Thence: South 81 degrees 12 minutes 10 seconds West, 147.05 feet to the Place of Beginning, and containing some 0.758 acres (33,042 square feet of land), more or less. Surveyed on the ground in March and April of 2012. TRANSPORTATION AND PUBLIC WORKS DEPARTMENT SURVEYING SERVICES THE CITY OF FORT WORTH * 8851 Camp Bowie Blvd West * FORT WORTH, TEXAS 76116 817 392-7925 * FAx 817-392-7895 Exhibit "A" Basis of Bearings: The City of Fort Worth Integrated G.P.S. Network System, N.A.D. 83, North Central Texas Zone All distances are ground measurements Bearing base line as shown on Map of Survey. Note: In accordance with the Texas Board of Professional Land Surveying, General Rules of Procedures and Practices, 663.19(9), this 'report" consists of the hereon real property description, and a Map of Survey being attached herewith. TRANSPORTATION AND PUBLIC WORKS DEPARTMENT SURVEYING SERVICES THE CITY OF FORT WORTH * 8851 Camp Bowie Blvd West * FORT WORTH, TEXAS 76116 817 392-7925 * FAX 817-392-7895 EXHIBIT "B" MANDATORY IMPROVEMENTS Approximately 6,500 Square Foot Hangar and Offices (with a Hangar Door Height of at least 20') • All mandatory improvements for Lease Site 39S must be completed in accordance with Section 4 of the Lease and the proposed site plan and completed survey set forth in Exhibit A attached hereto. • A minimum of 8,000 square feet of paving and a 24' wide drive approach. • Lessee shall submit a 7460 Notice of Proposed Construction to the FAA within sixty (60) calendar days after the Effective Date of this Lease. • Construction shall begin within six (6) months following the receipt of written FAA Airspace Study approval on the design of same, with the completion and issuance of the Certificate of Occupancy to be no later than twelve (12) months after construction commences. Exhibit C 'Category of Tenant g%or Operations Property Insurance FBOs Flight Training Air Taxi Specialized Com. Flight Serv. Aerial Applications Aircraft Sales Aircraft Rental Airframe or Power Plant Repair Radio, Instrument or Propeller Repair Multiple Services Flying Clubs Commercial Tenant Commercial Tenant Sublessee Mo. - Mo. Airport Tenant; sm. premises area, infrequent access by others (no aircraft) Hangar Tenant (private sm. aircraft) Fuel Facilities: Trucks Fuel Facilities: Tank Farm Concessionaire: Restaurant Concessionaire: Rent -a -car Concessionaire: Retail Shop Yes No No No N/A Yes No No City of Fort Worth Aviation Insurance Requirements General Liability 3,000,000.00 $ $ 1,000,000.00 $ 1,000,000.00 $ 1,000,000.00 Auto Environmental Impairment 1,000,000.00 $ 1,000,000.00 1,000,000.00 No 1,000,000.00 $ 1,000,000.00 1,000,000.00 $ 1,000,000.00 $ $ 1,000,000.00 $ $ 1,000,000.00 $ $ 1,000,000.00 $ $ 1,000,000.00 $ $ 1,000,000.00 $ $ 1,000,000.00 $ $ 500,000.00 $ $ 300,000.00 No N/A $ 1,000,000.00 $ 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 500,000.00 No No $ 1,000,000.00 No Aircraft Liability N/A Small: 1M Large: 5M Small: 1M Large: 5M Small: 1M Large: 5M Small: 1M Large: 5M Small: 1M Large: 5M Small: 1M Large: No 5M No No No No No As Applicable Small: 1M Large: No 5M No As Applicable No As Applicable No No No No 1,000,000.00 $ 1,000,000.00 I $ 1,000,000.00 $ 1,000,000.00 1,000,000.00 $ 1,000,000.00 500,000.00 No No 1,000,000.00 1,000,000.00 No No No $ 300,000 No No No No No * Depends on the terms of the lease agreement Property Insurance requirement depends on the lease agreement. Coverage should be replacement cost basis Liability coverage's are to include products and completed operation. The policy should be written on an occurrence basis Hangarkeepers Liability is maintained according to typical exposure Hangarkeepers Liability $ 3,000,000.00 No No No No $ 1,000,000.00 $ 1,000,000.00 $ 1,000,000.00 $ 1,000,000.00 As Applicable N/A No No No No No No No No No aviationinsreg2001 City of Fort Worth, Texas ayor an • ouncil ommunication COUNCIL ACTION: Approved on 9/11/2012 DATE: Tuesday, September 11, 2012 LOG NAME 55FTW BURNETT AVIATION S UBJECT: Authorize Execution of Three Ground Lease Agreements with Burnett Aviation Co., Inc., for Lease Sites 39S, 40S and 41 S at Fort Worth Meacham International Airport (COUNCIL DISTRICT 2) REFERENCE NO.: **C-25812 RECOMMENDATION. It is recommended that the City Council authorize the execution of three Ground Lease Agreements with Burnett Aviation Co., Inc., for Lease Sites 39S, 40S and 41S at Fort Worth Meacham International Airport. DISCUSSION: On December 2 1982, (M&C C-6637) Burnett Aviation Co., Inc., (Burnett) entered into City Secretary Contract (CSC) No. 12887, a Fixed Base Operator Lease Agreement for Ground Space known as Lease S ite 40S and 43S consisting of a total of 236,778 square feet of ground space of land on which a 14,400 and 22,950 square foot hangar, respectively, were constructed CSC No. 12887 contains a 30 year lease term that will expire on January 3, 2013. U pon the expiration of this lease, Burnett has requested to divide Lease Site 40S and 43S into three individual lease tracts to be known as Lease Sites 39S, 40S and 41S (formerly 43S). The Aviation Department has agreed to the division of the lease tract as it will provide for continued economic growth and development on the west side of the Airport. The lease Agreement for Lease Site 39S will require mandatory improvements as the site consists of 33,042 square feet of undeveloped ground space In developing the site, Burnett proposes to construct a 6 500 square foot hangar on the site The lease will provide for a 30 year term with one option to renew for an additional 10 years. The initial term of the lease will commence January 4, 2013 and will expire January 3, 2043. In accordance with the current Schedule of Rates and Charges, this lease site will generate revenue in the amount of $8,921.34 annually or in the amount of $743.45 monthly at a ground rate of $0 27 per square foot. The lease Agreements for 40S and 41 S will be for sites already developed. Lease Site 40S will consist of 111,194 square feet of ground space with a 14 400 square foot hangar. Lease Site 41 S will consist of 92,621 square feet of ground space with a 22,950 square foot hangar. Each of these leases will provide for a 10 year term with three options to renew for an additional 10 years each. The initial term of the leases will commence January 4, 2013 and will expire January 3, 2023. In accordance with the current Schedule of Rates and Charges, Lease Site 40S will generate revenue in the amount of $30,022.38 annually or in the amount of $2,501.87 monthly at a ground rate of $0.27 per square foot. Lease Site 41S will generate revenue in the amount of $25,007.67 annually or in the amount of $2,083.97 monthly at a ground rate of $0.27 per square foot. Logname. 55FTW BURNETT AVIATION Page 1 of 2 During the initial term for each lease, rental rates shall be subject to an increase every year to reflect the upward percentage change, if any, in the Consumer Price Index for the period since the last adjustment. Rental rates, during the initial term, will also be subject to a ground rate adjustment every five years. The ground rate will automatically be adjusted to equal the then current rates prescribed by the Schedule of Rates and Charges. In addition to the annual rent adjustments for Lease Sites 40S and 41 S, starting January 4, 2023 for the first renewal terms a hangar rate commensurate with the appraised Fair Market Value shall be added, based on the 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 hangar. Every 10th year thereafter (i.e for each additional renewal term of the lease), the hangar rate shall automatically be adjusted to equal the then appraised Fair Market Value, as prescribed by the 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 hangar. All Agreement terms will be in accordance with the City and Aviation Department policies. The properties are located in COUNCIL DISTRICT 2. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that the Aviation Department is responsible for the collection and deposit of funds due to the City. FUND CENTERS: TO Fund/Account/Centers PE40 491052 0551101 $63,951.39 FROM Fund/Account/Centers CERTIFICATIONS: Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: Fernando Costa (6122) Bill Welstead (5402) Jonnie Huitt (5409) ATTACHMENTS 1. 55FTW BURNETT AVIATION Exhibit A.pdf (Public) Logname. 55FTW BURNETT AVIATION Page 2 of 2