HomeMy WebLinkAboutContract 42806 (2)CITY SECRETARY CONTRACT NO,
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FORT WORTH SPINKS AIRPORT
GROUND LEASE AGREEMENT
TERMINAL BUILDING and LEASE SITE W2
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 and acting by and through Fernando Costa, its duly authorized
Assistant City Manager, and FWS REALTY, LTD. ("Lessee"), a limited liability partnership,
acting by and through its General Partner, Harrison Realty Investments, LLC, acting by and
through its President, Haydn Cutler, Jr.
RECITALS
The following introductory provisions are true and correct and form the basis of this
Lease:
WHEREAS, on or about October 6, 2004, Lessor and Lessee entered into an
Unimproved Ground Lease Agreement with Mandatory Improvements, designated as City
Secretary Contract ("CSC") No. 30655, as amended by Amendment No. 1 dated October 12,
2005, designated as CSC No. 32469 (collectively, the "Previous Lease"), for approximately
63,128 square feet of unimproved ground consisting of two tracts of land on which an executive
terminal of approximately 7,400 square feet has been built on the "Terminal Tract" (as
depicted on Exhibit "A4" attached hereto), and a hangar of approximately 22,500 square feet
has been built on the "W2 Hangar Tract" (as depicted on Exhibit "A-2" attached hereto); and
WHEREAS, the Lessee has requested, and the Lessor has agreed, to (i) terminate the
Previous Lease, and (ii) execute a new improved ground lease agreement for the Terminal Tract
and the W2 Hangar Tract;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
obligations contained herein, the parties agree as follows:
1. PROPERTY LEASED.
1.1 Leased Premises
Lessor hereby demises to Lessee, and Lessee hereby demises from Lessor, in
accordance with the terms and conditions contained herein, the Terminal Tract
and the W2 Hangar Tract -(collectively, the "Premises").
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Executive Terminal and W2 Ground Lease
Fort Worth Spinks Airport
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
1.2 Termination of Previous Lease
The parties hereby agree that (i) execution of this Lease simultaneously
terminates the Previous Lease, (ii) each party releases the other from any further
duties and obligations owed one to the other thereunder (specifically including
Section 13.4 of the Previous Lease), and (iii) each party acknowledges that the
other has fully performed all of its respective duties under the Previous Lease. In
addition, Lessee acknowledges that title to all improvements now or hereafter
constructed on the Terminal Tract and the W2 Hangar Tract is held or will be held
exclusively by Lessor, subject to the possessory rights of Lessee as set forth
herein.
2. TERM OF LEASE.
2.1 Initial Term.
The "Initial Term" of this Lease shall commence at 12:01 a.m. on the date the
last of the parties hereto executes this Lease ("Effective Date") and shall expire
at 11*59 p.m. on September 30, 2041, 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) options to
renew for five (5) years each (each 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 Term or the first Renewal Term, as
applicable. Lessor shall provide notice to Lessee one hundred fifty (150) days
prior to the expiration of the term then in effect (the "Reminder Notice"). In the
event that the ninety (90) day deadline passes without Lessee exercising its
renewal option, then Lessor shall notify Lessee in writing via certified mail,
return receipt requested, of the passing of the ninety (90) day deadline (the
"Second Notice"), and Lessee shall have an opportunity to exercise such option
within thirty (30) days after the date of the Second Notice. Failure to timely
exercise such option(s) shall be deemed a waiver of such renewal right by Lessee.
2.3 Holdover.
If Lessee holds over on any tract of the Premises after the expiration of the Initial
Term or any Renewal Term, this action will create amonth-to-month tenancy on
such tract. In this event, for and during the holdover period, Lessee agrees to pay
on a monthly basis 110% of the then appraised rental rate for improved property
for such tract of the Premises, as reasonably determined by Lessor.
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Fort Worth Spinks Airport
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3. RENT.
3.1 Rates and Adjustments.
3.1.1. Executive Terminal.
Lessee shall commence the payment of rent at the improved ground rate
on the Effective Date of this Agreement for the Terminal Tract, consiting
of 16,000 square feet of land. From the Effective Date until September
30, 2012, Lessee hereby promises and agrees to pay Lessor, as annual rent
for the improved ground, Three Thousand Three Hundred Forty Two
Dollars and Forty Cents ($3,342.40), at a rate of Twenty Point Eighty
Nine Cents ($0.2089) per square foot of land, payable in equal monthly
installments of Two Hundred Seventy Eight Dollars and Fifty Three Cents
($278.53).
3.1.2. Hangar W-2.
Lessee shall commence the payment of rent at the improved ground rate
on the Effective Date of this Agreement for 47,128 square feet of land.
From the Effective Date until September 30, 2012, Lessee hereby
promises and agrees to pay Lessor, as annual rent for the improved
ground, Nine Thousand Eight Hundred Forty Five Dollars and Four Cents
($9,845.04), at a rate of Twenty Point Eighty Nine Cents ($0.2089) per
square foot of land, payable in equal monthly installments of Eight
Hundred Twenty Dollars and Forty Two Cents ($820.42).
3.2. Adjustments.
On October 1, 2012, and on October lst of each year thereafter during
both the Initial Term and any Renewal Term, Lessee's rental rate for the
Premises 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, and (ii) for each subsequent increase, since the effective date of the
last increases provided, however, that Lessee's rental rate shall not (A) 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 (B) exceed the then -current rates prescribed by Lessor's published
Schedule of Rates and Charges for the same type of property at Spinks as
similar to the type or types of property that comprise the Premises. Should
Lessor, at some future date, classify property as "Improved" or
"Unimproved" for rental rate purposes, this lease shall be classified as
"Unimproved".
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Fort Worth Spinks Airport
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3.3. 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 Aviation Department set forth in Section 15. Rent shall be
considered past due if Lessor has not received full payment on or before the tenth
(101) 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.
4. CONSTRUCTION AND IMPROVEMENTS.
4.1. Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on any tract of 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 same
to Lessor in writing, and also requests and receives in writing approval from
Lessor's 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 construction of any such Discretionary Improvements. Lessor
shall promptly review, consider and make a decision on approval of such plans,
specifications and estimates. Upon the first to occur of completion of any such
Discretionary Improvements or the termination of this Lease, Lessor shall take
full title to any Discretionary Improvements on the Premises.
4.2. Process for Approval of Plans.
Lessee's plans for construction of any Discretionary Improvements shall conform
to Spinks' architectural standards and must also be approved in writing by
Lessor's Planning and Development Department. 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. Lessor
covenants and agrees that Lessor shall handle any and all such plans for
construction and improvement in a manner consistent with the provisions of
Section 4.2 above.
4.3. Documents.
Lessee shall supply the Director with comprehensive sets of documentation
relative to any Discretionary Improvements, including, at a minimum, as -built
drawings of each project. As -built drawings shall be new drawings or redline
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changes to drawings previously provided to the Director. Lessee shall supply the
textual documentation in computer format as requested by Lessor.
4.4. Bonds Required of Lessee.
Lessor and Lease agree that to the extent that any Discretionary Improvements are
financed by Lessor, no bonds shall be required of Lessee. Prior to the
commencement of any Discretionary Improvements that are not financed by
Lessor, 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
Discretionary 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 Discretionary 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 100% of the full
estimated 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 timely complete such Discretionary Improvement, or if claims are filed by third
parties on grounds relating to such Discretionary Improvement, Lessor shall be
entitled to draw down the full amount of Lessee's cash deposit or certificate of
deposit.
Subject to further written agreement between Lessor and Lessee with respect to
any Discretionary Improvement, Lessor and Lessee agree and understand that if
progress payments are made by Lessee to its contractors on a project or projects
for which a cash deposit or certificate of deposit is provided to Lessor, then and in
that event, upon the presentation to Lessor of proof of such payment or payments
to such contractor, Lessee shall be entitled to reduce and draw down the amount
of its cash deposit and/or certificate of deposit in an amount equal to such
payment or payments.
4.5. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Discretionary Improvement, each of Lessee's
contractors 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 with Lessee. Lessee shall provide Lessor with copies of such bonds prior
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Fort Worth Spinks Airport
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to the commencement of such Discretionary Improvement. 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 4.4 shall apply.
4.6. 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 to the extent
of construction costs paid through that date 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 final waivers
of liens. Any unused amounts in the cash deposit account will be refunded to
Lessee upon final completion of the construction work.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation -related purposes and strictly
in accordance with the terms and conditions of this Lease. Lessee shall have the right to
sublease portions of the Premises, including individual hangars, to various third parties
("Sublessees") for aviation -related purposes under terms and conditions acceptable to
and determined by Lessee, provided that all such arrangements shall be in writing. All
written agreements executed between Lessee and any 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 subleased portion 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 sublease form for all Sublessees and shall submit a copy of such standard
lease form, not including rental rates, to the Director prior to Lessee's execution of its
first sublease and from time to time thereafter following any material changes to such
sublease form. Lessee shall make the rental rates for any sublease available for review by
Lessor, and shall verbally inform Lessor of such rental rates upon request. Additionally,
Lessee agrees to provide to Lessor in a timely manner any documentation necessary to
respond to any and all requests submitted to Lessor by the Federal Aviation
Administration. Lessee may make non -material modifications to its standard sublease to
the extent that such are not contrary to Lessor's Sponsor's Assurances (as same currently
exist or as same may be amended from time to time). Lessor shall protect Lessee's
financial information to the extent allowed by federal, state and local laws and
regulations.
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Fort Worth Spinks Airport
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6. REPORTS, AUDITS AND RECORDHEEPING.
Lessee shall keep and maintain books and records pertaining to Lessee's operations at
Spinks 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 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 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 and all improvements thereon 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, and pavement on the Premises. Notwithstanding the foregoing, Lessee
shall not have any obligation or responsibility to accomplish repairs cumulatively
costing in excess of Ten Percent (10%) of the then fair market value of the
improvements to which the repair is contemplated within thirty-six (36) months of
the end of the term then in effect unless otherwise agreed to, in writing, by the
parties (provided that if Lessee elects not to perform such repairs, Lessee shall
have no right to exercise any options for subsequent Renewal Terms). Lessee
shall be responsible for all damages caused by Lessee, its agents, servants,
employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to
fully and promptly repair or otherwise cure all such damages at Lessee's sole cost
and expense.
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Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be
located 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.
Upon expiration or termination of this Lease, the Premises and all improvements
thereon shall be delivered back to the Lessor in good and operable condition as
required by this Section 8.1.
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
constructs at Spinks 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 determines during an inspection of the Premises that Lessee is
responsible for any necessary maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair
work within thirty (30) calendar days following receipt of such notice and
to 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 shall 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 Lessor's delivery to Lessee of a
written invoice (and reasonable supporting documentation) of such cost.
Notwithstanding the foregoing, Lessee shall not have any obligation or
responsibility to accomplish repairs cumulatively costing in excess of Ten
Percent (10%) of the then fair market value of the improvements to which
the repair is contemplated within thirty-six (36) months of the end of the
term then in effect unless otherwise agreed to, in writing, by the parties
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(provided that if Lessee elects not to perform such repairs, Lessee shall
have no right to exercise any options for subsequent Renewal Terms),
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 shall permit Lessor'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, but only in the event that the applicable law,
code or regulations require such changes when the Premises are not
subject to substantial remodeling, construction or renovation. To the
extent that third parties or entities (other than Lessor and its various
departments), e.g. the Federal Aviation Administration, the United States
Department of Transportation, etc., impose new obligations and/or
requirements on Lessor through amendments to regulations or
implementation of new standards, Lessee shall determine the most
efficient means and/or methods of compliance and accomplish same, if
required by law. 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 actual knowledge, and based solely on certain
environmental reports listed on Exhibit attached hereto and incorporated
herein by reference (copies of which are on file with Lessor's Environmental
Department and provided to Lessee on April 5, 2011 by computer disc) the
Premises comply with all applicable federal, state and local environmental
regulations or standards. Lessee agrees that it has inspected the Premises and is
fully advised of its own rights without reliance upon any representation made by
Lessor concerning the environmental condition of the Premises. LESSEE, AT
ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY
RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY
APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL
REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, SUBLESSEES,
ASSIGNESS, CONTRACTORS, SUBCONTRACTORS OR INVITEES,
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Fort Worth Spinks Airport
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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 Spinks. 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
Spinks, constitute a hazard to aircraft, or diminish the capability of existing or
future avigational or navigational aids used at Spinks.
10.2 Lessor reserves the right to develop and improve Spinks as it sees fit, regardless
of the desires or views of Lessee, and without interference or hindrance by or on
behalf of Lessee, except that Lessee's right to express its opinion through the
normal public hearing process shall not be considered as "interference or
hindrance". Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such developments or
improvements at Spinks. Notwithstanding the foregoing, Lessor covenants and
agrees not to develop or improve Spinks in a way that would diminish the value
of Lessee's 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 Spinks and is required as a condition for the
expenditure of federal funds for the development, maintenance or repair of
Spinks' 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 either tract constituting 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 on the tract or tracts affected (or in the event
such Limitation does not require total closure of Lessee's operations on the
affected tract, the rent due on such tract shall be equitably abated), but only if
Lessee first provides reasonable proof to Lessor that the Limitation has directly
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caused Lessee a material loss in revenue or has materially restricted Lessee's
ability to do business; (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 Spinks, including its landing area, to the United States Government. hi 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 damage 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 on either tract constituting the Premises 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 on the tract or tracts affected (or in the event such Limitation does not require
total closure of Lessee's operations on the affected tract, the rent due on such tract
shall be equitably abated), but only if Lessee first provides reasonable proof to
Lessor that the Limitation has directly caused Lessee a material loss in revenue or
has materially restricted Lessee's ability to do business; (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 Spinks 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.
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Fort Worth Spinks Airport
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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 Discretionary 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 Lessor and by the Federal
Aviation Administration or any other state, federal or local authority.
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 Lessor 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
Rowing insurance coverage at the limits specified herein.
• Property•
Fire and Extended Coverage on ail improvements at full replacement cost
limit; and
• Commercial General Liability:
$1,000,000.00 per occurrence; $2,000,000.00 aggregate
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 obtaining (or causing its contractors to
obtain) builder's risk insurance in amounts reasonably acceptable to Lessor during
construction of any Discretionary Improvements, and for obtaining personal
property insurance on any personalty of its own or in its care, custody or control.
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 14 of 43
11.2 Adiustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased
limits on existing coverages, are subject to reasonable changes at Lessor's option
and as necessary to cover Lessee's and any Sublessee's operations at Spinks,
provided such changes shall be within normal, reasonable business practices for
similar operations. Lessee will 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 Lessee has obtained the types and amounts of
insurance coverage required herein. Lessee hereby covenants and agrees that not
less than thirty (30) days prior to the expiration of any insurance policy required
hereunder, it shall provide Lessor with a new or renewal certificate of insurance.
In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it
has maintained such coverage in full force and effect.
11.4 Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of
insurance shall be endorsed to cover all of Lessee's operations at Spinks and to
provide that no material changes in coverage, including, but not limited to,
cancellation, termination, or non -renewal, shall be made without thirty (30) days
prior written notice to and the consent of Lessor.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and preges 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
respondent 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
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 13 01 23
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 AT SPINKS UNDER THIS
LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS
THEREON, EXCEPT TO THE EXTENT CAUSED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING
LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF
THE PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE
EXTENT 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 LESSOR'S PROPERTY AT
SPINKS, 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, SUBLESSEES, ASSIGNEES, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS. LESSEE SHALL COMPLY 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 OBTAINING ACCESS TO
THE AIR OPERATIONS AREA OF SPINKS FROM THE PREMISES.
Lessor and Lessee acknowledge and agree that Lessor is a sovereign as contemplated
by the Texas Tort Claims Act, Texas Civil Practice and Remedies Code Sec. IOI.00l, et
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 14 of 23
seq. As such, liability is waived in only limited circumstances. Lessor and Lessee
acknowledge and agree that nothing contained in this Section 13 is intended to nor
does it operate to extend any liability of Lessor or the indemnification obligation to
Lessor of Lessee beyond the provisions of the Texas Tort Claims Act.
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 or Other Charges.
If Lessee fails to pay any rent or other charge due under this Lease, Lessor shall
deliver to Lessee a written invoice and Lessee shall pay the invoice within ten
(10) calendar days from the date of such notice (provided Lessor shall only be
required to deliver two such written notices per calendar year). If Lessee fails to
pay the balance outstanding within such 10-day period (or, after two such notices
in any calendar year, if Lessee fails to make any payment of rent or other charges
due hereunder on or prior to the date same is due), Lessor shall, after the
expiration of fifteen (15) days from the receipt of the notice, have the right to
terminate this Lease as to the tract or tracts for which such payment has not been
received If Lessee makes only a partial payment and does not designate which
tract it is making payment for, Lessor may apply such partial payment to fees
associated with either tract as Lessor sees fit.
14.2 Breach or Default by Lessee.
If Lessee commits any breach or default under this Lease, other than a failure to
pay any sum of money as set out in Section 14.1 above, Lessor shall deliver
written notice to Lessee specifying the nature of such breach or default. Lessee
shall have thirty (30) calendar days from the date of such written notice to cure
such breach or default. If Lessee fails to cure the breach or default within such
time period, Lessor shall have the right to immediately terminate this Lease as to
the tract or tracts for which such failure relates. Notwithstanding the foregoing, in
the event the alleged breach or default cannot be cured within thirty (30) days,
and Lessee commences such cure during such 30-day period and diligently
pursues such cure, Lessor and Lessee agree to extend such time to allow Lessee to
accomplish the cure in a time reasonably necessary to do so as determined by
Lessor.
14.3 Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of either tract of the Premises without Lessor's
concu>Tence, which shall not be unreasonably withheld, for more than thirty (30)
consecutive calendar days shall constitute grounds for immediate termination of
this Lease by Lessor as to such abandoned tract.
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 13 or 23
14.4 Bankruptcy, Insolvency, and Dissolution.
In the event Lessee files for or is placed in bankruptcy, or declares itself insolvent,
or dissolves, then Lessor shall have the immediate right to terminate this Lease.
14.5 Lessee's Financial Obligationsto Lessor upon Termination, Breach or
Default.
If Lessor terminates this Lease for any breach or default as provided in Sections
14.1, 14.2, 14.3 or 14.4 of this Lease, Lessee shall be liable for and shall pay to
Lessor all arrearages of rentals and other fees, and any other charges payable
hereunder as of the date of termination. 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. Recognizing the financial investments made to
the Premises and in consideration for same and all the other duties and obligations
of Lessee set forth herein, Lessee shall have no further financial obligations to
Lessor as of the effective date of the termination of the Lease.
14.6 Lessor's Financial Obligations to Lessee upon Termination, Breach or
Default.
If this Lease is terminated for any reason other than a default by Lessee before the
expiration of the Initial Term, and subject to Lessor's City Council approving
such action and appropriating funds to cover any matters related to this provision,
Lessor shall be obligated to compensate Lessee for Lessee's financial investments
in the improvements made on the Premises. Specifically, and by way of example
only as this provision relates to Discretionary Improvements, in the event that the
capital costs for the Discretionary Improvements is One Million Dollars
($1,000,000) and Lessee contributes Seven Hundred Thousand Dollars
($700,000), then and in that event, upon Termination of this Lease, and subject to
Lessor's City Council approving such action and appropriating funds to cover any
matters related to this provision, Lessor shall be obligated and will pay to Lessee
Seventy Percent (70%) of the Fair Market Value as determined by an appraiser
chosen for this purpose by Lessor and Lessee of the Discretionary Improvements
as of the date of the Termination. Insofar as other improvements made to the
Premises solely by Lessee, and subject to Lessor's City Council approving such
action and appropriating funds to cover any matters related this provision, Lessor
shall be obligated and will pay to Lessee One Hundred Percent (100%) of the Fair
Market Value as determined by an appraiser chosen for this purpose by Lessor
and Lessee of the said improvements. Notwithstanding any other portions of this
Section 14.6, all of Lessor''-s obligations under this provision for which current
revenue is not available will be contingent on Lessor'-s City Council appropriating
funding.
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 16 of 23
14.7 Rights of Lessor Upon Termination or Expiration.
Within twenty (20) days following the effective date of termination or expiration
of this Lease as to any tract, Lessee shall remove from such tract all trade fixtures,
tools, signs, machinery, equipment, materials and supplies placed thereon by
Lessee, unless Lessor elects in writing to retain any fixtures or other items
attached to any structure on the Premises. After such time, Lessor shall have the
right to take full possession of such tract, by force if necessary, and to remove any
and all parties and property remaining on such tract. 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 lawful termination of this Lease or
any act incident to Lessor's assertion of its lawful 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 (1) hand -delivered to the other party, its agents, employees,
servants or representatives, or (ii) three (3) business days after being deposited in the
United States Mail, postage prepaid, addressed as follows:
To LESSOR:
City of Fort Worth
Aviation Department
4201 North Main Street, Suite 200
Fort Worth, Texas 76106-2749
16. ASSIGNMENT AND SUBLETTING.
16.1 In General.
To LESSEE
FWS Realty, Ltd
c/o Harrison Realty Investments, LLC
General Partner
3825 Camp Bowie Blvd.
Fort Worth, Texas 76107
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 the entirety of its rights, privileges, duties
or interests granted by this Lease without the advance written consent of Lessor,
which shall not be unreasonably withheld.
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
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 17 or 23
of its obligations hereunder, including payment of rentals, fees and charges.
Lessee shall remain fully liable for all of its obligations hereunder following any
subletting or assignment unless and until Lessor releases Lessee in writing.
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 Premises 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 may, at its sole option, post a bond protecting the property on
which the lien is purportedly attached in an amount equal to at least one hundred twenty-
five percent (125%) of the lien amount, and litigate, mediate or arbitrate the validity of
the lien for so long as necessary with the understanding that the Lessor's interest in said
property is adequately protected. Should a lien of any kind be filed, Lessee will
immediately take all steps necessary to discharge the lien. 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 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 personal 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, sublessees,
assignees, 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 Lessor, 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, sublessees, assignees, subcontractors, licensees or invitees of any violation of
FWS Realty L,td.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 18 of 23
such laws, ordinances, rules or regulations, Lessee shall immediately desist from and
correct the violation (or cause same to be desisted from or corrected).
20. NON-DISCRINIINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest, sublessees, and
assigns, as part of the consideration herein, agrees as a covenant running with the land
that no person shall be excluded from participation in or denied the benefits of Lessee's
use of the Premises on the basis of race, color, national origin, religion, handicap, sex,
sexual orientation, transgender, gender identity or gender expression. Lessee further
agrees for itself, its personal representatives, successors in interest, sublessees, 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, 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. hi 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, sublesses, or assigns, Lessee
agrees to indemnify and defend Lessor and hold Lessor harmless from and against any
and all claims and damages related thereto.
21. LICENSES AND PERNIIT5.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at Spinksa
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.
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 19 of 23
24. VENUE AND TURISDICTION.
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 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 MA.TEURE.
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 (other than the payment of money) 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
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 20 of 23
Lease shall not be amended unless agreed to in writing by both parties and approved by
the City Council of Lessor.
30. ESTOPPEL CERTIFICATES.
From time to time during the term of this Lease, and within ten (10) business days of its
receipt of written request therefore, Lessee shall execute and return to Lessor an estoppel
certificate stating whether it is aware of any defaults by Lessor hereunder and including
any other statements of a factual nature reasonably requested by Lessor.
[Signature Pages Immediately Follow]
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 21 of 23
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiples on the date next to their respective signatures, with the Effective Date being defined in
Section 2.1 of this Lease.
CITY OF FORT WORTH:
Fernando Costa
Assistant City Manager
Date:
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 HAND AND SEAL OF OFFICE this day
_ &:�(L 920140* 2
EVONIA DANIELS
MY roNMISBtQ•"= EXPIRES
July 10, 2013
APPROVED AS TO FORM
AND LEG(�ALITY:
B Y :����.^
Charlene Sanders
Assistant City Attorney
Approved: %-10 IL�
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 22 of 23
Notary Public in and for the State of Texas
ATTEST:
City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX j
FWS REALTY, LTD by
Harrison Realty Investments, LLC
Its General Partner
B y:
Haydn Cut , Jr.
PraciAnni
Date:
STATE OF TEXAS §
COUNTY OF�'�'
ATTEST:
By:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Haydn Cutler, 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
FWS Realty, Ltd. and that he executed the same as the act of FWS Realty, Ltd. for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 3 �� h day
MOO t/71/�2)l Ile, 2011.
FWS Realty Ltd.
Executive Terminal and W2 Ground Lease Agreement
Fort Worth Spinks Airport
Page 23 or 23
Notar��ublic iri and fdk the State of Texas
�SPSIYP� RITA SINGLETON
*�# NOTARY PUBLIC
STATE OF TEXAS
MY COMM, EXP 12o164012
OFFICIAL RECORD
CITY SECRETARY
FT„ WORTH, TX
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Exhibit "B"
Environmental Reports and Documents
Provided to Lessee on April 5, 2011
1. Interoffice Memo from Chris Breitling to Roger Grantham re: Spinks Airport
Asbestos Assessment
2. Aerials of Spinks Airport from 1942 to 2004
3. Comprehensive Asbestos Survey on Buildings #28, 32, and 33, dated 5-19-05
4. Comprehensive Asbestos Survey on 12701 Wildcat Way North, dated 5-19-05
5. Asbestos Chain of Custody dated 9-11-08
6. Lab Report on Asbestos Survey dated 9-12-08
7. Limited Asbestos Survey on Hangar Nos. 29 and 30, SE Restrooms, and 13725
Stone, Fort Worth, dated 9-15-08 (in both Word and PDF formats)
8. Phase I, Environmental Site Assessment on 129.93 acres S. of Abner Lee Dr., Fort
Worth and Burleson, dated 3-25-05
9. Radius Report of Oak Grove Airport Tract, dated 8-20-10
10. Asbestos Survey of Building #23, dated 3-1 I-09
11. Asbestos Survey Report of Building #24, dated 3-13-09
12. Asbestos Survey Report of Building #25, dated 3-13-09
Exhibit "D"
Fort Worth Spinks Airport
Ground Lease Agreement
Lease Site NW2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/10/2012
DATE: Tuesday, January 10, 2012
LOG NAME: 55FWS EXECTERM
REFERENCE NO.: **C-25388
SUBJECT:
Authorize Termination of an Unimproved Ground Lease Agreement and Amendment No. 1 to the
Unimproved Ground Lease Agreement with FWS Realty, Ltd., and Authorize Execution of a New Ground
Lease Agreement with FWS Realty, Ltd., for 63,128 Square Feet of Ground Space Consisting of Two
Tracts of Land that Include a 7,400 Square Foot Executive Terminal and a 22,500 Square Foot Hangar at
Fort Worth Spinks Airport (COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council authorize termination of an Unimproved Ground Lease Agreement
and Amendment No. 1 to the Unimproved Ground Lease Agreement with FWS Realty, Ltd., and authorize
execution of a new Ground Lease Agreement with FWS Realty, Ltd., for 63,128 square feet of ground
space consisting of two tracts of land that include a 7,400 square foot executive terminal and a 22,500
square foot hangar at Fort Worth Spinks Airport.
DISCUSSION:
On May 18, 2004, the City Council approved the execution of an Unimproved Ground Lease Agreement
(M&C C-20086) at Fort Worth Spinks Airport with FWS Realty, Ltd., otherwise known as City Secretary
Contract (CSC) No. 30655, as amended by CSC No. 32469 for the lease of a site to construct a 7,400
square foot executive terminal on 16,000 square feet of ground space, the W-2 Lease Site to constuct a
22,500 square foot hangar on 47,128 square feet of ground space and a Right of First Refusal (ROFR) on
a tract of ground space consisting of 44,000 square feet, known as Option D.
Over the last five years, Spinks Airport has seen the number of aircraft based at the Airport increase
approximately 25 percent and the number of transient aircraft increased approximately 30 percent. Aircraft
hangar development stimulates and benefits both the local economy and the city in which it is located by
increasing the demand for services and products, both aviation and non -aviation related.
To facilitate in this development, FWS Realty, Ltd., has requested to terminate the current lease and to
remove the ROFR tract and add it to Lease Site NW-3 for future development. In terminating this lease,
FWS Realty, Ltd., has requested a new ground lease be executed for the executive terminal site and
Lease Site W-2. Due to $500,000.00 in improvements recently completed on the lease site W-2 hangar,
Staff is in favor of awarding a full lease term of 40 years.
The initial term of the new lease shall commence on the date of its execution and expire on September 30,
2041, with two five-year options to renew. Based on a ground rate of $0.2089 per square foot per year, the
lease will generate estimated revenue of $13,187.44 per year or $1,098.95 per month. Rental rates shall
be subject to an increase on October 1 of any given year to reflect the upward percentage change, if any,
in the Consumer Price Index for the period since the last adjustment, as described in the Schedule of
Rates and Charges in effect at the time. All agreement terms will be in accordance with established City
and Aviation Department policies.
Logname: SSFWS EXECTERM Page 1 of 2
The property is located in COUNCIL DISTRICT 8.
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 491352 0551201
CERTIFICATIONS:
Submitted for City Manager's Office by:
Originating Department Head.
Additional Information Contact:
ATTACHMENTS
Noattachments found.
$13,187.44
FROM Fund/Account/Centers
Fernando Costa (6122)
Kent Penney (5403)
Jonnie Huitt (5409)
Lognalne: SSFWS EXECTERM
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