HomeMy WebLinkAboutContract 30455 "O� ' RACT NO
FORT WORTH SPINKS AIRPORT
UNIMPROVED GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
This UNIMPROVED GROUND LEASE AGREEMENT ("Lease") is made and
entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal
corporation situated partly in Tarrant, Denton, and Wise Counties, Texas acting by and through
Marc Ott, its duly authorized Assistant City Manager, and Billy W. Knight ("Lessee"), acting as
an individual.
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee approximately Nineteen Thousand Five Hundred Fifty
(19,550) square feet of unimproved ground space at Fort Worth SPINKS Airport ("Airport") in
Fort Worth, Tarrant County, Texas, identified as Lease Site E-5 ("Premises"), as shown in
Exhibit "A", attached hereto and hereby made a part of this Lease for all purposes.
2. TERM OF LEASE,
2.1. Initial Term.
The Initial Term of this Lease shall commence on the date of execution
("Effective Date") and expire at 11:59 P.M. on December 31, 2034, unless terminated
earlier as provided herein.
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) consecutive options
to renew this Lease for two (2) additional successive terms of five (5) years each (each a
"Renewal Term") at a rental rate calculated in accordance with Section 3.1 of this Lease
and on terms and conditions that may be prescribed by Lessor at the time. Lessee shall
notify Lessor in writing of its intent to exercise a respective option not less than ninety
(90) days nor more than one hundred eighty (180) days prior to the expiration of the term
then in effect. If Lessee does not exercise its option for a first Renewal Term within the
time frame provided herein, Lessee shall automatically and simultaneously forfeit its
second option to lease the Premises for a second Renewal Term, and Lessee shall no
longer have any rights or interest in the Premises following the expiration of the Initial
Term.
ORIGINAL
2.3. 11oldover,
If Lessee holds over after the expiration of the Initial Term or any Renewal Term, this
action will create a month--to-month tenancy. In this event, for and during the holdover period,
Lessee agrees to pay all applicable rentals, fees and charges at the rates provided by Lessor's
Schedule of Rates and Charges or sinnila.rly published schedule in effect at the time.
3. RENT.
3.1. JUtes and Ad'ustments.
Lessee shall commence the payment of rent, in accordance with this Section 3, on the
date that the first certificate of occupancy is issued for a hangar structure erected pursuant to
Section 4.1 of this Lease ("occupancy Date"). From the occupancy Date until (date)
September 30, 2005, Lessee shall pay Lessor rent in the amount of$2,737,00 which is based
on a rental rate $14 per square foot on an annual basis, and which will be payable in monthly
installments of $225.00. On October 1, 2004, and on October 1st of each year thereafter
during both the Initial Term and any Renewal Term, Lessee's rental rate shall be subject to
increase by Lessor to reflect the upward percentage change, if any, in the Consumer Price
Index for the Dallas/Fort North Metropolitan Area, as announced by the United States
Department of Labor or successor agency (1), for the first increase, since the Effective Date of
this Lease and (ii) for each subsequent increase, since the effective date of the last increase,
provided, however, that Lessee's rental rates shall not (i) be increased in any given year by
more than ten percent (10%) over the rental rate paid by Lessee during the immediately
preceding twelve (12) inonths or (ii) exceed the then-current rates prescribed by Lessor's
published Schedule of Rates and Charges for the type or types of property at the Airport
similar to the type or types of property that comprise the Premises. If the Occupancy Date
occurs on or after October 1, 2004 Lessee's initial payment of rent shall be calculated in the
same manner as it would have if the occupancy Date and Lessee's initial payment of rent had
occurred prior to October 1, 2004.
3.2. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (l st) day of each month.
Payments must be received during normal working hours by the due date at the location for
Lessor's Revenue Office set forth in Section 15. Rent shall be considered past due if Lessor has
not received full payment after the tenth (10th) day of the month for which payment is due.
Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late
penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that
Lessee may accrue.
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3.3 ,Five-Year Adjustments.
In addition to the rental rate adjustments set forth in Section 4.3 of this Lease, on October I,
2005, and every five (5) years thereafter, the various rental rates payable by Lessee pursuant to
Sections 4.1 and 4.2 shall automatically be adjusted to equal the then-current rates for the same
types of property as prescribed by Lessor's Schedule of Rates and Charges or similarly
published schedule in effect at the time.
4. CONSTRUCTION AND IMPROVEMENTS.
4.L MandatonL tin urovements.
Lessee covenants and agrees that it shall improve the Premises in accordance with the
time frames, milestones, specifications and other conditions of Exhibit "B", attached hereto
and made a part of this Agreement for all purposes. Such improvements shall hereinafter be
referred to as "Mandatory Improvements". Lessee shall diligently commence construction
of such Mandatory Improvements within six (6) months following the Effective Date of this
Lease. Lessee shall fully comply with all provisions of this Section 4 in the performance of any
such Mandatory Improvements. In the event that Lessor and Lessee agree to deviate from the
terms, provisions, specifications or conditions of Exhibit "B" in any way, a revised Exhibit "B"
signed and dated by both Lessor and Lessee shall be attached to and made a part of this
Agreement and shall supersede the previous Exhibit "B". 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. Discretionaz Wilarovements.
In addition to the Mandatory Improvements, Lessee may, at its sole discretion, perform
modifications, renovations, improvements or other construction work on the Premises. Any
modifications, renovations, improvements or other construction work on the Premises that do
not constitute the Mandatory Irnprovernents shall be referred to hereafter as "Discretionary
Improvements". Lessee may not initiate any Discretionary Improvement on or to the
Premises unless it first submits all plans, specifications and estimates for the costs of the
proposed work in writing and also requests and receives in writing approval from the Director
of Airport Systems or authorized representative ("Director"). Lessee covenants and agrees
that it shall fully comply with all provisions of this Section 4 in the performance of any such
Discretionary Improvements. Upon completion of any such Discretionary Improvements or
earlier termination of this Lease, Lessor shall take full title to any Discretionary Improvements
on the Premises.
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4.3. Process for Approval of Plate.
Lessee's plans for construction and improvements shall conform to the Airport's
architectural standards and must also receive written approval from the City's Departments of
Development, Engineering and Transportation and Public works. All plans, specifications and
work shall conform to all federal, state and local laws, ordinances, rules and regulations in force
at the time that the plans are presented for review.
4.4. documents.
Lessee shall supply the Director with comprehensive sets of documentation relative to
the Mandatory Improvements and any Discretionary Improvements, including, at a minimum,
as-built drawings of each project. As-built drawings shall be new drawings or redline changes
to drawings previously provided to the Director. Lessee shall supply the textual
documentation in computer format as requested by Lessor.
4.5. Bonds Required of Lessee.
Prior to the commencement of the Mandatory Improvements or any Discretionary
Improvements, Lessee shall deliver to Lessor a bond, executed by a corporate surety in
accordance with Texas Government Code, Chapter 2253, as amended, in the full amount of
each construction contract or project. The bonds shall guarantee(i) satisfactory compliance by
Lessee with all requirements, terms and conditions of this Lease, including, but not limited to,
the satisfactory completion of the respective modifications, renovations, construction projects
or improvements, and (ii) full payments to all persons, firms, corporations or other entities with
whom Lessee has a direct relationship for the performance of such modifications, renovations,
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construction projects or improvements.
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125% of the full amount of each
construction contract or project. If Lessee makes a cash deposit, Lessee shall not be entitled to
any interest earned thereon. Certificates of deposit shall be from a financial institution in the
Dallas-Fort worth Metropolitan Area which is insured by the Federal Deposit Insurance
Corporation and acceptable to Lessor. The interest earned on the certificate of deposit shall be
the property of Lessee and Lessor shall have no rights in such interest. If Lessee fails to
complete the respective modifications, renovations, construction projects or improvements, or
if claims are filed by third parties on grounds relating to such modifications, renovations,
construction projects or improvements, Lessor shall be entitled to draw down the full amount
of Lessee's cash deposit or certificate of deposit.
4.5. Bonds Re wired of Lessee's Contractors.
Prior to the commencement of any modification, renovation, improvement or new
construction, Lessee's respective contractor shall execute and deliver to Lessee surety
performance and payment bonds in accordance with the Texas Government Code, Chapter
2253, as amended, to cover the costs of all work performed under such contractor's contract
for such modificati011s, renovations, improvements or new construction. Lessee shall provide
Lessor with copies of such bonds prior to the commencement of such modifications,
renovations, improvements or new construction. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final plans and
specifications as approved by the City and (ii) full payment for all wages for labor and services
and of all bills for materials, supplies and equipment used in the performance of the
construction contract. Such bonds shall name to both Lessor and Lessee as dual obligees. If
Lessee serves as its own contractor, Section 4.5 shall apply.
4.7. Releases Lessor U o�� horn fetion of Construction work.
Lessor will allow Lessee a dollar--for-dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit upon (i), where Lessee
serves as its own contractor, verification that Lessee has completed construction work or (ii),
where Lessee uses a contractor, receipt of the contractor's invoice and verification that the
contractor has completed its work and released Lessee to the extent of Lessee's payment for
such work, including bills paid, affidavits and waivers of liens.
5. USE of PREMISES.
Lessee hereby agrees to use the Premises solely for aviation-related purposes only and
strictly in accordance with the terms and conditions of this Lease. Lessee shall have the right to
sublease portions of the Premises, including individual hangars constructed pursuant to the
Mandatory Improvements, to various third parties ("Sublessees") under terms and conditions
acceptable to and determined by Lessee, provided that all such arrangements shall be in writing
and approved in advance by Lessor. 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 Lesson 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 material changes to such lease form, including, without limitation, any changes to Lessee's
rental rates for portions of the Preirlises. Lessee may make non-material modifications to its
standard lease to the extent that such are not contrary to Lessor's Sponsor's Assurances.
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G. REPORTS.,AUDITS AND RECORDKEEPING.
Within thirty (30) days following the end of each calendar year, Lessee shall provide
Lessor with a written annual report, in a form acceptable to the Director, that reflects Lessee' s
rental rates for the Mandatory Improvements and any Discretionary Improvements on the
Premises for the irnrnediately preceding calendar year. Lessor may request, and Lessee shall
promptly provide, similar reports on a more frequent basis that reflect Lessee's rental rates for
the Mandatory Improvements and any Discretionary Improvements on the Premises for the
Period requested by Lessor. These reports shall be delivered to Lessor's Department of
Aviation at the address provided in Section 15. In addition, Lessee shall keep and maintain
books and records pertaining to Lessee's operations at the Airport and other obligations
hereunder in a manner- satisfactory to Lessor's Internal Auditor and at a location within the City
of Fort Worth. Upon Lessor's request and following reasonable advance notice, Lessee will
make such books and records available for review by Lessor during Lessee's normal business
hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such books and
records in order to ensure compliance with the terms of this Lease and the Sponsor's
Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the installation and
use of all utilities services to all portions of the Premises and for all other related utilities
expenses, including, but not limited to, deposits and expenses required for the installation of
meters. Lessee further covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair- of any and all utilities serving the Premises. In addition, Lessee agrees
that all utilities, air conditioning and heating equipment and other electrically-operated
equipment which may be used on the Premises shall fully comply with Lessor's Mechanical,
Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or may hereafter be
amended.
S. MAINTENANCE AND REPAIRS.
5.1. I aim erg ce and Repairs b Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of
the Premises. Lessee, at Lessee's sole cost and expense, will make all repairs necessary to
prevent the deterioration in condition or value of the Premises and any improvements thereon,
including, but not limited to, doors, windows and roofs for such improvements, and all fixtures,
equipment, modifications and pavement on the Premises. Lessee shall be responsible for all
damages caused by Lessee, its agents, servants, employees, contractors, subcontractors,
licensees or invitees, and Lessee agrees to fully repair or otherwise cure all such damages at
Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and other
p property roperty of every kind or description which may at any time be on the Premises shall
be at Lessee' sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be
liable for any damage to such property or loss suffered by Lessee's business or business
operations which may be caused by the bursting, overflowing or leaking of sewer or steam
pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures,
electri
safety, as such provisions exist or may hereafter be amended. Lessee shad 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.
5.4. Environmental Reniediation.
To the best of Lessor's knowledge, the Premises comply with all applicable federal,
state and local envirownental 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 concerim*ng the environmental condition of the Pren ises. LESSEE, A T ITS SOLE
COST AND EXPENSE, A GREES THAT IT SHALL BE FULLY RESPO NSIBLE FOR
THE REMEDIATION OF ANY VIOLATION OF ANY APPLICABLE FEDERAL,
STA TE OR L0CAL ENIVIRONMENTAL REGULA TIOXS' OR STANDARDS THA T IS
CAUSED BY LESSEE, ITS OFFICERS, AGENTS. SERVANTS, EMPLOYEES,
CONTRA CTOR , RSU11 CONTRA CTOAV OR INYI TEES.
9. SIGNS,
Lessee may, at its sole expense and with the prior written approval of the Director,
install and maintain signs on the Premises related to Lessee's business operations. Such signs,
however, must be in keeping with the size, color, location and manner of display of other signs
at the Airport. Lessee shall maintain all signs in a safe, neat, sightly and physically good
condition.
to. 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 lint the usefulness of the Airport, constitute a hazard to aircraft or
diminish the capability of existing or future avigational or navigational aids used at the Airport.
10.2.
Lessor reserves the right to develop and improve the Airport as it sees fit, regardless of
the desires or vier of Lessee, and without interference or hindrance by or on behalf of Lessee.
Accordingly, nothing contained in this Lease shall be construed to obligate Lessor to relocate
Lessee as a result of any such Airport developments or improvements.
10.3.
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This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government, which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of federal. funds
for the development, maintenance or repair of Airport infrastructure. In the event that any such
existing or future agreement directly causes a material restriction, impairment or interference
with Lessee's primary operations on the Premises ("Limitation") for a period of less than
seven (7) calendar days, this Lease shall continue in full force and effect. If the Limitation lasts
more than seven(7)calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven (7) and one
hundred eighty (180) days, then for such period (i) Lessee may suspend the payment of any
rent due hereunder, but only if Lessee first provides adequate proof to Lessor that the
Limitation has directly caused Lessee a material loss in revenue; (ii) subject to ordinary wear
and tear, Lessor shall maintain and preserve the Premises and its improvements in the same
condition as they existed on the date such Limitation commenced; and (iii) the term of this
Lease shall be extended, at Lessee's option, for a period equal to the duration of such
Limitation. If the Limitation lasts more than one hundred eighty (180) days, then (1) Lessor
and Lessee may, but shall not be required to, (a) further must the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and (c) extend the term of this
Lease, or(ii) Lessee may terminate this Lease upon thirty(3 0) days' written notice to Lessor.
10.4.
During any war or national emergency, Lessor shall have the right to lease any part of
the Airport, including its landing area, to the United States Government. In this event, any
provisions of this instrument which are inconsistent with the provisions of the lease to the
Government shall be suspended. Lessor shall not be liable for any loss or damages alleged by
Lessee as a result of this action. However, nothing in this Lease shall prevent Lessee from
pursuing any rights it may have for reimbursement from the United States Government. If any
lease between Lessor and the United States Government executed pursuant to this Section
10.4 directly causes a Limitation for a period of less than seven (7) calendar days, this Lease
shall continue in full force and effect. If the Limitation lasts more than seven(7)calendar days,
Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect of the
Limitation. If Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the
Limitation, and the Limitation lasts between seven(7) and one hundred eighty (180) days, then
for such period (i) Lessee may suspend the payment of any rent due hereunder, but only if
Lessee first provides adequate proof to Lessor that the Limitation has directly caused Lessee a
material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at Lessee's
option, for a period equal to the duration of such Limitation. If the Limitation lasts more than
one hundred eighty (180) days, then (i)Lessor and Lessee may, but shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (b) renegotiate maintenance
responsibilities and (c) extend the term of this Lease, or (ii) Lessee may terminate this Lease
upon thirty(30) days' written notice to Lessor.
10.5.
Lessor covenants and agrees that during the term of this Lease it wilt 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 this Lease and Lessee's rights and privileges hereunder
shall be subordinate to the Sponsor's Assurances.
1 o.G.
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 conlpaaues. Lessee's rights shall additionally be subject to all rights granted by
any ordinance or statute which allows utility companies to use publicly-owned property for the
provision of utility services.
11. INSURANCE.
11.1. Types of Coverage and Limits.
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-Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 11, naming the City of Fort worth as an
additional insured and covering all risks related to the leasing, use, occupancy, maintenance,
existence or location of the Premises. Lessee shall obtain the following insurance coverage at
the limits specified herein
• Pr0 e
Fire and Extended Coverage on all improvements at full replacement cost limit; and
• Commercial General Liabili
$1,000,000 per occurrence,
including products and completed operations; and
■ Automobile Liablit ;
$170001,000 per accident, including, but not limited to, coverage on any automobile used in
Lessee's operations on the Premises.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its care,
custody or control.
11.2. Adi ustments to Required Coverage and Limits.
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Insurance requirements, including additional types of coverage and increased limits on
existing coverages, are subject to change at Lessor's option and as necessary to cover Lessee's
and any Sublessees' operations at the Airport. Lessee will accordingly comply with such new
requirements within thirty(30) days following notice to Lessee.
11.3. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish Lessor
with appropriate certificates of insurance signed by the respective insurance companies as proof
that it has obtained the types and amounts of insurance coverage required herein. Lessee
hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any
insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of
insurance. In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it
has maintained such coverage in full force and effect.
11.4. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in the
State of Texas and which are satisfactory to Lessor. The policy or policies of insurance shall
be endorsed to cover all of Lessee's operations at the Airport and to provide that no material
changes in coverage, including, but not limited to, cancellation, termination, non-renewal or
amendment, shall be made without thirty(30) days'prior written notice to Lessor.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent, representative or
employee of Lessor. Lessee shall have the exclusive right to control the details of its
operations and activities on the Premises and shall be solely responsible for the acts and
omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons,
licensees and invitees. Lessee acknowledges that the doctrine of resporrdeat 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. WDEMN UFICA TI O N.
LESSEE HERE13 Y ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE GE ANDIOR PERU O NA L INJURY OF ANY KIND,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY FIND OR CHARACTER,
WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH ITS USE
OF OR OPERA TIONS ON THE A I.► POR T UNDER THLS LEA 2S'E OR WI TAI THE LEASING,
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MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR LOCATION OF THE PREMISES OR
ANY IMPRO VEMENTS THEREON, EXCEPT TO THE EXTENT CA USED BY THE GROSS
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS;
SER VANTS 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 DAMA GE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
LESSEE fS 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 IMPRO VEMENTS THEREON, EXCEPT TO THE EXTENT
CAUSED BY THE GR OSS NEGLIGENCE OR INTENTIONAL MI SCOND UCT OF LESSOR,
ITS OFFICERS AGENTS„ SER PANTS OR EMPLOYEES:
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PA Y LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO AIRPORT PROPERTY, THE PREMISES OR
ANY I1 APR O VEMENT S THEREON WHICH ARISE OUT OF OR IN CONNECTION WITH
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ANY AND ALL ACTS OR OMISSIONS OF LESSEE, ITS OFFICERS, AGENTS,
EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES OR INVITEES,
EXCEPT TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LEK.'V OR, ITS OFFICERV,AGENTS,SERVANTS OR E1 TT OYEES`.
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IBS OBLIGA TED ONLY TO PROVIDE
SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION UNDER FAA
REGULA.TIONS. 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 RESUL TINE FROM LES'SEE'S OR ANY
SUBLESSEES' FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO
PRE VENT UNA UT ORI.ZED PER V ONES OR PA R TIES FROM THEIR Old TANNING A CCE►S►S
TO THE AIR OPERA TIONS AREA OF THE A IRPORT FROM THE PREMISES.
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have
the right to terminate tlus Lease as follows:
14.1. Failure by Lessee to Pay Rent Fees or Other Char es.
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If Lessee fails to pay any rent, fees or other charges due under this Lease, Lessor shad
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
ate this Lease immediately.
14.2. Breach or Default b_Y Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent, Lessor
shall deliver written notice to Lessee specifying the nature of such breach or default. Lessee
shall have thirty (30) calendar days following such written notice to cure, adjust or correct the
problem to the standard existing prior to the breach. If Lessee fails to cure the breach or
default within such time period, Lessor shall have the right to terminate this Lease immediately.
14.3. Abandonmeut or Non-[use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination of this Lease
by Lessor.
14.4. Lessee's Financial obiipations to Lessor upon Termination, Breach or Default.
If Lessor terminates this Lease for any non-payment of rent, fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this Lease, Lessee
shall be liable for and shall pay to Lessor all rent due Lessor for the remainder of the term then
in effect as well as all arrearages of rentals, fees and charges payable hereunder. In no event
shall a reentry onto or reletting of the Premises by Lessor be construed as an election by Lessor
to forfeit any of its rights under this Lease.
14.5. Rights of Lessor Upon Termination or Expiration.
Upon termination or expiration of this Lease, title to all improvements on the Premises,
including the Mandatory Improvements and any Discretionary Improvements, and all fixtures
and other items attached to any structure on the Premises shall pass to Lessor. In addition, all
rights, powers and privileges granted to .Lessee hereunder shall cease and Lessee shall vacate
the Premises. within twenty(20) days following the effective date of termination or expiration,
Lessee shall remove frorn 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
13
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.
14 -
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) deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR:
For Rent: For All Other Matters:
City of Fort Worth Aviation Department
Revenue office Spinks Airport
1 000 Throckmorton Street 450 A.lsbuiy Court
Fort Worth, Texas 76101-0976 Fort Worth, Texas 76028
To LESSEE:
Billy W. Knight
136 Wood Oak Drive
Joshua, TX 76058
16. ASSIGNMENT AND SUBLETTING.
16.1. In General.
Lessee shall have the right to sublease portions of the Premises as provided by
and in accordance with Section 5 of this Lease. otherwise, Lessee shall not assign,
sell, convey, sublease or transfer 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 reftisal of Lessor to approve a requested assignment or
sublease shall not relieve Lessee of its obligations hereunder, including payment of rentals, fees
and charges.
15
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 Bled, 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.
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 invnediately shall remove from the Premises any person engaging in such
unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an immediate
breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, including the Mitlimum Standards for Fixed Base operators and
Other Airport Tenants, a public document dated June 16, 1992, on file in Lessor's City
Secretary's office and incorporated herein as part of this Lease for all purposes, as such laws,
ordinances, rules and regulations exist or may hereafter be amended or adopted. If Lessor
notifies Lessee or any of its officers, agents, employees, contractors, subcontractors, licensees
or invitees of any violation of such laws, ordinances, rules or regulations, Lessee shall
immediately desist from and correct the violation.
16
20. NON-DISCRIMMATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest and assigns, as part
of the consideration herein, agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color, national origin, religion, handicap, sex, sexual orientation or familial status.
Lessee further agrees for itself, its personal representatives, successors in interest and assigns
that no person shall be excluded from the provision of any services on or in the construction of
any improvements or alterations to the Premises on grounds of race, color, national origin,
religion, handicap, sex, sexual orientation or familial status.
Lessee agrees to furnish its accommodations and to price its goods and services on a
fair and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of Federal
Regulations, Part 21, Non--Discrirmination 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.
Lcssee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. No WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right to
insist upon appropriate performance or to assert any such right on any future occasion.
F
17
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 retail attorneys or incur other expenses for the collection of rent, fees or
charges, or the enforcement of performance or observances of any covenant, obligation or
agreement, Lessor and Lessee agree that the prevailing party shall be entitled to recover
reasonable attorneys'fees and other reasonable expenses f-one the other party.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or omission of
performance due to force majeure or other causes beyond their reasonable control, including,
but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of omission, fires, strikes, lockouts, national disasters, wars, riots, material or labor
restrictions, transportation problems and/or any other cause beyond the reasonable control of
Lessor or Lessee.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of tiv s Lease.
29. ENTIRETY OF AGREEMENT.
y . .
18
This written instrument, including any documents attached hereto or incorporated
herein by reference, contains the entire understanding and agreement between Lessor and
Lessee, its assigns and successors in interest, as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not be
amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
IN WITNESS 'WHEREOF, the parties hereto have executed this Lease in multiples, this
day of August, 2004.
CI F T WORTH: LESSEE NAME:
�' By, r
Marc Ott Billy W. K4ig6/
Assistant City Manager
ATTEST- ATTEST:
B By:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Ak4-�_� —
By:
__q1 Nq -
Assistant City Attorney
M& C:
19 },
T
t
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 Billy W. Knight, 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 Billy W. Knight and
that he executed the same as the act of Billy W. Knight, for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18 day of August, 2004.'Mmmaw
�t�r► CARRIE ANN NOATCH
Notary Public 0 (� no 0 Z4,O)
t STATE OF TEXAS
Notary Public in and for the State of Texas
My Comm,Exp. 01/16/07
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 , known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and
that he executed the same as the act of said City of Fort Worth for the purposes and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of August, 2004.
Notary Public in and for the State of Texas
Exhibit "A"
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Exhibit "B"
Description of Mandatory Improvements
Billy W. Knight, Fort Worth Spinks Airport
S ecitications
Total
Total Impervious Area 121288.97 S.F.
Total Building Area 91500 S.F.
Total As halt Area 21788.97 5.F
Parkin 9' X 18'
Handicap Parking 1
Handicap Restrooms 1 men, 1 women
�� Building 1 - 97500 S.F. Box Hangar
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/812004
DATE: Tuesday, June 08, 2004
LOG NAME: 55B.K.AVIATION REFERENCE NO.: **C-20105
SUBJECT:
Unimproved Ground Lease Agreement with Mandatory Improvements with B.K. Aviation for the
Development of an Aircraft Storage Hangar and Associated Office Space at Fort Worth Spinks
Airport
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an Unimproved Ground
Lease with Mandatory Improvements with B.K. Aviation for approximately 9,500 square feet of unimproved
land at Fort Worth Spinks Airport.
DISCUSSION:
B.K. Aviation, through its president, Mr. Billy W. Knight, proposes to lease approximately 9,500 square feet
of unimproved land at Fort Worth Spinks Airport on the east side. The actual square footage of the lease
site will be contingent upon a ground survey. B.K. Aviation proposes to construct a 9,500 square foot box
hangar and associated office space on the site.
The lease will provide fora 30-year term with two five-year options to renew. The initial term of the lease
will commence upon the date of execution. Rental rates shall be subject to an increase on October 1st, of
any given year to reflect the upward percentage change, if any, in the Consumer Price Index for the period
since the last adjustment, as well as adjustments in the 10th, 15th, 20th and 25th years to reflect the then
current applicable rate. All agreement terms will be in accordance with City policies.
The initial square footage rate of the ground lease will be $0.14 per square foot. The revenue generated
from this lease will be $1,330.00 annually, or$110.83 on a monthly basis. Based on an assumed start date
of June 1, 2004, the revenue that will be received for the remainder of this fiscal year will be $443.32.
The site plan is in accordance with the Fort Worth Spinks Airport Master Plan and is subject to Federal
Aviation Administration review and approval.
The property is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Revenue Office of the Finance Department will be responsible for the
collection and deposit of funds due to the City under this Agreement.
Lo2name: SSB.K.AVIATION Page 1 of 2
TO Fund/AccounVCenters FROM Fund/Account/Centers
P E40 491352 0551 201 43.32
Submitted for City Manager's Office b Marc Ott (8476)
Cri inatin De artment Head: Mike Feeley (5403)
Additional Information Contact: Mike Feeley (5403)
LcLyname: S SB.K.AVIATION Page 2 of 2