HomeMy WebLinkAboutContract 43603-CA1 CSC No. 43603-CA1
CONSENT TO ASSIGNMENT OF
CITY SECRETARY CONTRACT NO. 43603
UNIMPROVED GROUND LEASE AGREEMENTS
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
LEASE SITE 41S
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
43603, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Dana Burghdoff, its duly authorized Assistant City
Manager; BURNETT AVIATION CO., INC. ("Lessee"), a Texas limited liability company,
acting by and through ANNE W. GRIMES, its duly authorized President; and GOFF CAPITAL
MANAGEMENT,LLC ("Assignee"), a Texas limited liability company, acting by and through
JOHN C. GOFF its duly authorized Chief Executive Officer.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On September 11, 2012 (M&C C-25812) City Council authorized Lessor to enter into a
certain Unimproved Ground Lease Agreement (CSC No. 43603) with Burnett Aviation Co., Inc.,
dated September 14, 2012, (the"Lease"),for the lease and use of real property known as Lease Site
41 S and any improvements and facilities thereon ("Leased Premises") at Fort Worth Meacham
International Airport("Airport").
B. On March 29, 2022, Lessee notified Staff of the transfer of its leasehold interest in Lease to
Assignee,pending City Council approval.
C. Lessee now wishes to assign all of Lessee's remaining right,title and interest in the Leased
Premises and Lease to Assignee;Assignee wishes to accept such assignment;and Lessor is willing
to consent to such assignment, all on the terms and conditions set forth in this Consent.
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest
in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the
date that Lessor, Lessee and Assignee have executed this Consent("Effective Date"). The Lease
is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective
Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department
and is incorporated herein by reference for all purposes.
Consent to Assignment of CSC No.43603
by Burnett Aviation Co.,Inc. OFFICIAL RECORD
to:Goff Capital Management,LLC
Page 1 of CITY SECRETARY
FT. WORTH, TX
2. Lessor does not adopt,ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
more extensive than any right,privilege or use granted to Lessee by the Lease. In the event of any
conflict between the Lease and the Assignment,the Lease shall control. In the event of any conflict
between this Consent and the Assignment,this Consent shall control.
3. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor,that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in
the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the
Effective Date.
4. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Lease), including,but not limited
to,property loss,property damage and/or personal injury of any kind,including death,to the extent
caused by Lessee, its officers, agents, servants,employees or subcontractors prior to the Effective
Date.
5. Assignee understands and agrees that Assignee will be liable to Lessor for(i) any duty or
obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or
after the Effective Date.
6. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party
is fully entitled to rely on this warranty and representation in entering into this Consent.
7. This Consent may be executed in any number of counterparts,all of which shall constitute
the same instrument.
8. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Lease.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Consent to Assignment of CSC No.43603
by Bumett Aviation Co.,Inc.
to:Goff Capital Management,LLC
Page 2 of 7
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples on
this the day of 52022.
CITY OF FORT WORTH:: APPROVED AS TO FORM AND LEGALITY:
By:Dana Burghdoff(Jul 28,20 3:24 CDT) By: '
Dana Burghdoff Thomas Royce Hansen, Assistant City Attorney
Assistant City Manager
Jul 28, 2022 ATTEST:
Date: By: Jannette S.Goodall(Ju 28,2022 16:51 CDT)
Jannette S. Goodall, City Secretary ode°OR
���' 0000r����
M&C: 22-0494 A� ��oa oOiod
M&C Approved: June 28, 2022 d
Form 1295: 2022-893 849 v° °_Qoo*�
dYa� 0000000 .cd
STATE OF TEXAS § �EXAso��
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Dana Burghdoff, 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
92022.
Jul 28, 2022 � �.
Selena Ala(Jul 28,2022 13:26 CDT)
Notary Public in and for the State of Texas
SENA ALA
o*' 06% Notary Public
9 ATE of TEXAS
Notary I.D.132422528 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
` F OFP My Comm.Exp.Mar.31,2024
Consent to Assignment of CSC No.43603
by Burnett Aviation Co.,Inc.
to:Goff Capital Management,LLC OFFICIAL RECORD
Page 3 of 7
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting
requirements.
ar ara oodwtn
Real Pi perty Manager
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No.43603
by Burnett Aviation Co.,Inc. OFFICIAL RECORD
to:Goff Capital Management,LLC
Page 4 of 7 CITY SECRETARY
FT. WORTH, TX
i
LESSEE:
BURNETT AVIATION CO., INC.
By;
— " z I
ANNE W. GRIMES
President
Date:
It I
STATE OF TEXA §
COUNTY OF §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared ANNE W. GRIMES known to me to be the person
whose name is subscribed to the foregoing instrument,and acknowledged to me that the same
was the act of BURNETT AVIATION CO.,INC., and that he executed the same as the of
BURNETT AVIATION CO., INC.,for the purposes and consideration therein expressed
and in the capacity therein stated.
GIVN� UNDER MY HAND AND SEAL OF OFFICE this day
JV1�1 92022.
♦►*�rrs MELISSADRETANotary ID#My Commiss5eptember Notary Public in and fbr the State of Texas
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No.43603
by Burnett Aviation Co.,Inc. OFFICIAL RECORD
to:Goff Capital Management,LLC
Page 5 of 7 CITY SECRETARY
FT. WORTH, TX
ASSIGNEE:
GOFF CAPITAL MANAGEMENT, LLC
By:
JO ). GO F
Date:
STATE OF TEXA5 §
COUNTY OF 61TMI& §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas,on this day personally appeared JOHN C. GOFF 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 GOFF CAPITAL MANAGEMENT,LLC,and that he executed the same as the
of GOFF CAPITAL MANAGEMENT, LLC, for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
2022.
CINDY KAY MILLERAIG-_
?:
My Notary ID#126857828
E)om April 3,2025 Notary Public in and for the State of Texas
Consent to Assignment of CSC No.43603 OFFICIAL RECORD
by Burnett Aviation Co.,Inc. CITY SECRETARY
to:Goff Capital Management,LLC
Page 6 of 7
FT. WORTH, TX
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL. AGENDA FOeTWOxr1,1
Create New From This M&C
REFERENCE **M&C 22- 55FTW CONSENTASSIGNMENT
DATE: 6/28/2022 NO.: 0494 LOG NAME: GRND LEASE 41S, GOFF
CAPITAL
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 2)Authorize Execution of a Consent to Assignment of City Secretary
Contract 43603, a Ground Lease Agreement for Lease Site 41 S, by the Current Tenant,
Burnett Aviation Co., Inc., to Goff Capital Management, LLC, at Fort Worth Meacham
International Airport
RECOMMENDATION:
It is recommended that the City Council authorize execution of a consent to assignment of City
Secretary Contract 43603, a ground lease agreement for Lease Site 41 S, by the current tenant,
Burnett Aviation Co., Inc. to Goff Capital Management, LLC, at Fort Worth Meacham International
Airport.
DISCUSSION:
On January 4, 1983, Burnett Aviation Co., Inc. (Burnett Aviation) entered into City Secretary (CSC)
12887, a Fixed Based Operator Lease for ground space known as Lease Sites 40S and 43S,
consisting of a total of 236,778 square feet of ground space. The Lease contained a thirty (30) year
lease term ending on January 3, 2013. On or about September, 2012, Lessor and Burnett Aviation
agreed to divide Lease Sites 40S and 43S into three individual tracts to be known as Lease Sites 39S,
40S and 41S (formerly 43S) and enter into three different agreements for each lease site. Lease Site
41 S had improvements including a 22,950 square foot hangar at the time Lease Site 41 S was created.
On September 11, 2012 through Mayor and Council Communication (M&C) C-25812, City Council
authorized Lessor to execute a ground lease agreement under City Secretary Contract (CSC)
43603 (Lease)with Burnett Aviation (Lessee), with an effective date of January 4, 2013 for lease and
use of real property known as Lease Site 41 S and any improvements and facilities thereon.
On March 29, 2022, staff received a request from Lessee to consent to an assignment of the Lease to
Goff Capital Management, LLC (Goff Capital). Upon City Council approval, Goff Capital will assume
the leasehold interest and obligations associated with the Lease. The Lease consists of 92,621
square feet of ground space. Existing improvements include a 22,950 square foot hangar. The lease
expires on January 3, 2023 with three (3) options to renew for an additional ten (10)year term each.
Annual revenue from the lease is approximately$41,486.76 payable in monthly installments of
$3,457.23. Rental rates shall be subject to an increase on October 1 st of any given year, based on
the upward percentage change in the Consumer Price Index for the Dallas-Fort Worth Metropolitan
area. At no time will the adjusted rate exceed the then current rate published in the Schedule of Rates
and Charges. Five-year rate adjustments are applied to the ground rate with the next scheduled
adjustment on January 4, 2023 and every fifth year thereafter. In addition to the annual rent
adjustments, on January 4, 2023, for the renewal term, a hangar rate commensurate with the
appraised fair market value shall be added based on similar type or types of property at the Airport
similar to the type or types of property that comprise the hangar.
The Lease prohibits any assignment of the Lease or causing any lien to be made on improvements
constructed on the leased premises without City Council approval. These types of transactions are
routine for airport tenants and staff has no objection to this request.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30046&councildate=6/28/2022 6/30/2022
M&C Review Page 2 of 2
Fort Worth Meacham International Airport is located in COUNCIL DISTRICT 2.
FISCAL INFORMATIONXERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department(and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
1 Fund Department Account Project Program Activity Budget Reference# Amount
__ ID ID _ Year ChartField 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID�� ID Year (Chartfield 2
Submitted for City Manager's Office by: Dana Burghdoff(8018)
Originating Department Head: Roger Venables (5402)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
FID TABLE.xlsx (CFW Internal)
Form 1295 - Goff Capital Management, LLC.pdf (CFW Internal)
Location Map 41 S.pdf (Public)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=30046&councildate=6/28/2022 6/30/2022
EXHIBIT A
ASSIGNMENT AND ASSUMPTION AGREEMENT
I
Consent to Assignment of CSC No.43603
by Bumett Aviation Co.,Inc.
to:Goff Capital Management,LLC
Page 7 of 7
ASSIGNMENT AND ASSUMPTION OF LEASE
This ASSIGNMENT AND ASSUMPTION OF LEASE (this "Assignment") is made
effective this 2 day of June 2022, ("Effective Date"), by and between Burnett Aviation Co,
Inc., a Texas corporation ("Assignor'),.and Goff Capital Management, LLC, a Delaware
limited liability company ("Assignee"), sometimes together referred to as the "Parties."
WII� NESSETH:
WHEREAS, pursuant to that certain Unimproved Ground Lease Agreement for Lease
Site No. 41S Fort Worth Meacham International Airport, more commonly known as City
Secretary Contract No. 43603, attached hereto as Exhibit"A" and incorporated herein by
reference, by and between Assignor and the City of Fort Worth, having an effective date
of January 4, 2013 (the "Lease Agreement"), Assignor is currently the lessee of
approximately 92,621 square feet of unimproved ground space at Fort Worth Meacham
International Airport in Fort Worth, Tarrant County, Texas, known as Lease Site No. 41S
(the "Premises"), being more particularly described in Exhibit"A";
WHEREAS, Assignor desires to assign the Lease Agreement to Assignee, and Assignee
desires to assume the Lease Agreement in compliance with and pursuant to the terms of
Sections 16.1 and 16.2 of the Lease Agreement;
WHEREAS, the City of Fort Worth is willing to approve this Assignment on the conditions
that all terms and conditions of the Lease Agreement and all related documents remain
in full force and effect and that Assignee is bound by the terms and conditions of the
Lease Agreement as if it had executed the Lease Agreement as an original lessee.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Assignor does hereby assign, sell, transfer, and convey to Assignee, all of
Assignor's right, title and interest in and to the Lease Agreement, in the leasehold
created thereby, and any and all improvements located on the Premises, to have
and to hold from the Effective Date hereof until the end of the term of the Lease
Agreement, as such term may be extended pursuant to the terms of the Lease
Agreement.
2. Assignee hereby accepts such assignment and transfer and agrees to assume and
to perform and discharge all obligations, liabilities, duties and covenants of
Assignor under the Lease Agreement as of the Effective Date hereof, including,
but not limited to, the payment of rent, payment of utilities, procurement of
insurance, obligations to indemnify, compliance with any applicable laws and
regulations and performance of upkeep, maintenance and repairs of the Premises,
where required by the Lease Agreement, which may arise on or after the Effective
ASSIGNMENT AND ASSUMPTION OF LEASE Page 1 of 3
1:\02747\001 W 4U3704.DOCX
Date hereof and relate to the period on or after the Effective Date hereof, to the
same extent as if Assignee had originally executed the Lease Agreement and was
named as the "Lessee" therein.
3. Assignee hereby indemnifies and holds Assignor harmless from and against any
and all claims, expenses, costs, obligations or other liabilities with respect to the
Lease Agreement arising or incurred on and after the Effective Date hereof with
respect to events occurring on and after the Effective Date.
4. Assignor makes no representations or warranties of any kind or nature whatsoever
with respect to the Lease Agreement or the Premises,whether express or implied,
any and all such representations and warranties being expressly disclaimed.
5. Assignor represents and warrants that there are no agreements, oral or written,
with respect to the use or occupancy of the Premises and the improvements
located thereon other than as contained in the Lease Agreement. Further,
Assignor represents that the Lease Agreement is in full force and effect, and is not
in default or subject to defense, offset, or counterclaim on the part of Assignor.
6. This Assignment shall inure to the benefit of and be binding upon and enforceable
against Assignor and Assignee and their respective successors and assigns.
7. This Assignment shall be deemed to be an agreement made under the laws of the
State of Texas, being where the Premises is located, and for all purposes shall be
governed by and construed in accordance with the laws of the State of Texas.
8, This Assignment contains the entire understanding between the Parties with
respect to the assignment of the Lease Agreement as contained herein. This
Assignment may not be changed or modified orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change, or
modification is sought.
9. This Assignment(and the City of Fort Worth's Consent to this Assignment attached
hereto and made a part hereof) may be executed in one or more counterparts,
each of which shall constitute an original and all of which, when taken together,
shall constitute but one and the same instrument.
To be effective the Effective Date provided hereinabove.
i
1
ASSIGNMENT AND ASSUMPTION OF LEASE Page 2 of 3
1:\02747\0015\14 U3704.DOGX
i
1
ASSIGNOR: ASSIGNEE:
_GOFF CAPITAL MANAGEMENT, LLC
BY: GOFF CAPITAL, INC. AS SOLE
MEMBER
By. 41&00 —
J N GOFF, CEO
Dated: �lt� �"� , 2022. Date . J�{�,, , 2022,
ASSIGNMENT AND ASSUMPTION OF LEASE Page 3 of 3
I A02747=15\14 U 3704,D O CX
CITY SECRETARY qu-L.-
COMPACT NO.
FORT WORTH MEACHAM INTERNATIONAL AIRPORT
GROUND LEASE AGREEMENT
LEASE SITE 41S
3550 LINCOLN AVENUE
This GROUND LEASE AGREEMENT ("Lease") is made and entered into by and
between the CITY OF FORT WORTH("Lessor"),a home rule municipal corporation organized
under the laws of the State of Texas, acting by and through Fernando Costa, its duly authorized
Assistant City Manager, and BURNETT AVIATION CO.,INC. ("Lessee"),a Texas corporation,
acting by and through V.Neils Agather,its duly authorized President.
RECITALS:
WHEREAS, on or about January 4, 1983, Burnett Aviation Co., Inc. entered into City
Secretary Contract ("CSC")No. 12887, a Fixed Base Operator Lease for ground space known as
Lease Sites 40S and 43S, consisting of a total of 236,778 square feet of ground space("Previous
Lease"); and
WHEREAS, the Previous Lease contained a thirty(30) year lease term ending January 3,
2013; and
WHEREAS, Lessee has requested to divide Lease Sites 40S and 43S into three individual
lease tracts to be known as Lease Sites 39S,40S and 41S (formerly 43S);and
WHEREAS, Lessor has agreed to the division of the lease tracts as it will provide for
continued economic growth and development on the west side of the Fort Worth Meacham
International Airport,in Fort Worth,Tarrant County,Texas(the"Airport");and
WHEREAS, Lessee has requested, and Lessor has agreed, to execute individual ground
lease agreements for each lease site.
AGREEMENT:
In consideration of the mutual covenants, promises and obligations contained herein, the
parties agree as follows:
1. PROPERTY LEASED.
Lessor hereby demises to Lessee 92,621 square feet of ground space ("Ground"),
including a 22,950 square foot hangar("Hangar") at the Airport, identified as Lease Site
41S, also known as 3550 Lincoln Avenue, ("Premises"), as shown in Exhibit "A",
attached hereto and hereby made a part of this Lease for all purposes.
Burnett Aviation—Lease Site 41S
Ground Lease
Fort Worth Meacham Airport
Page 1 of 20
09--17-1 2 PO4 :29 IN
2. TERM OF LEASE.
2.1. Initial Term.
The initial term of the Lease ("Initial Term") shall commence at 12:00 a.m. on
January 4, 2013 ("Effective Date"), and expire at 11:59 p.m. on January 3, 2023,
unless tenninated 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 three (3) options to
renew for an additional ten(10) 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 Renewal Term then in
effect,as applicable.
2.3. Holdover.
If Lessee holds over after the expiration of the Initial Term,this action will create a
month-to-month tenancy. In this event, for and during the holdover period,Lessee
agrees to pay all applicable rentals, fees and charges at the rates provided by
Lessor's Schedule of Rates and Charges or similarly published schedule in effect at
the time.
3. RENT.
3.1. Ground Rate.
Lessee shall commence the payment of rent for the Ground on the Effective Date.
Lessee hereby promises and agrees to pay Lessor, as annual rent for the Ground,
Twenty-Five Thousand Seven Dollars and Sixty-Seven Cents($25,007.67),at a rate
of Twenty-Seven Cents ($0.27) per square foot, payable in equal monthly
installments of Two Thousand Eighty-Three Dollars and Ninety-Seven Cents
($2,083.97).
3.2. Rate Adiustments.
3.2.1. Consumer Price Index Adiustments.
The rental rates under this Lease are based on Lessor's cur-rent published
Schedule of Rates and Charges. Rental rates are subject to increase
beginning October.1,2013,and on October Is'of any subsequent year during
Burnett Aviation—Lease Site 418
Ground Lease
Fort Worth Meacham Airport
Page 2 of 20
the Initial Term, to reflect any upward change in the Consumer Price Index
for the Dallas/Fort Worth Metropolitan Area, as announced by the United
States Department of Labor or successor agency (i) for the first increase,
since the Effective Date of this Lease and (ii) for each subsequent increase,
since the effective date of the last increase(the"Annual Rent Adjustment");
provided, however, that Lessee's rental rates shall not exceed the then-
current rates prescribed by Lessor's published Schedule of Rates and
Charges for the type or types of property similar to the type or types of
property that comprise the Premises.
3.2.2. Five-Year Adjustments,Ground Rate.
In addition to the Annual Rent Adjustments, on January 4, 2018, and every
fifth (5th) year thereafter for the remainder of the term of the Lease, the
Ground rental rate shall automatically be adjusted to equal the then-current
rates prescribed by the Schedule of Rates and Charges for the type or types
of property at the Airport similar to the type or types of property that
comprise the Ground.
3.2.3. Ten-Year Adjustments,Hangar Rate.
In addition to the Annual Rent Adjustments, starting January 4,2023,for the
first Renewal Term, a Hangar rate commensurate with the appraised Fair
Market Value shall be added,based upon the Schedule of Rates and Charges
for the type or types of property at the Airport similar to the type or types of
property that comprise the Hangar.
Every tenth(loth) year thereafter(i.e., for each additional Renewal Term of
the Lease),the Hangar rate shall automatically be adjusted to equal the then
appraised Fair Market Value, as prescribed by the Schedule of Rates and
Charges for the type or types of property at the Airport similar to the type or
types of property that comprise the Hangar.
3.3. Payment Dates and Late Fees.
Monthly rent payments are due on or before the first (1st) day of each month.
Payments must be received during normal business 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 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._
Burnett Mriation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 3 of 20
4. CONSTRUCTION AND HVIPROVEM.ENTS.
4.1. Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on or to the Premises (collectively,
"Improvements") so long as it first submits all plans, specifications and estimates
for the costs of the proposed work in writing and also requests and receives in
writing approval from the Director of Aviation or authorized representative
("Director"). Lessor agrees to respond in writing to Lessee's requests for approval
within thirty (30) calendar days of receipt of such requests. Lessee covenants and
agrees that it shall fully comply with all provisions of this Section 4 in the
undertaking of any such Improvements. Lessor shall take full title to any
Improvements on the Premises upon the expiration or earlier termination of this
Lease, provided that trade fixtures shall remain the property of Lessee and may be
removed so long as Lessee repairs any damage caused thereby.
4.2. Process for Approval of Plans.
Lessee's plans for Improvements shall conform to the Airport's architectural
standards and must also receive written approval from the City's Departments of
Planning and Development and Transportation and Public Works. All plans,
specifications and work shall conform to all federal, state and local laws,
ordinances,rules and regulations in force at the time that the plans are presented for
review.
4.3. Documents.
Lessee shall supply the Director with comprehensive sets of documentation relative
to any Improvement, including, at a minimum, as-built drawings of each project.
As-built drawings shall be new drawings or redline changes to drawings previously
provided to the Director. Lessee shall supply the textual documentation in computer
format as requested by Lessor.
4.4. Bonds Required of Lessee.
Prior to the commencement of any Improvement, Lessee shall deliver to Lessor a
bond, executed by a corporate surety in accordance with Texas Government Code,
Chapter 2253, as amended, in the full amount of each constriction contract or
project. The bonds shall guarantee (i) satisfactory compliance by Lessee with all
applicable requirements, terms and conditions of this Lease, including, but not
limited to, the satisfactory completion of the respective Improvements, and (ii) full
payments to all persons, firms, corporations or other entities with whom Lessee has
a direct relationship for the construction of such Improvements.
Burnett AVlation—Cease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 4 of 20
In lieu of the required bond, Lessee may provide Lessor with a cash deposit or an
assignment of a certificate of deposit in an amount equal to 125%of the full amount
of each construction contract or project. If Lessee makes a cash deposit, Lessee
shall not be entitled to any interest earned thereon. Certificates of deposit shall be
from a financial institution in the Dallas-Fort Worth Metropolitan Area which is
insured by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to complete the
respective Improvements, or if claims are filed by third parties on grounds relating
to such Improvements, Lessor shall be entitled to draw down the full amount of
Lessee's cash deposit or certificate of deposit and apply the proceeds to complete
the hmprovements or satisfy the claims,provided that any balance shall be remitted
to Lessee.
4.5. Bonds Required of Lessee's Contractors.
Prior to the commencement of any Improvement, Lessee's respective contractor
shall execute and deliver to Lessee surety performance and payment bonds in
accordance with the Texas Government Code, Chapter 2253, as amended, to cover
the costs of all work performed under such contractor's contract for such
Improvements. Lessee shall provide Lessor with copies of such bonds prior to the
commencement of such Improvements. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor and (ii) full payment for all wages
for labor and services and of all bills for materials, supplies and equipment used in
the performance of the construction contract. Such bonds shall name both Lessor
and Lessee as dual obligees.If Lessee serves as its own contractor, Section 4.4 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 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, to various third .
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Pages o1`20
parties ("Sublessees") for aviation-related purposes only under terms and conditions
acceptable to and determined by Lessee, provided that all such arrangements shall be in
writing and approved in advance by Lessor. All written agreements executed by Lessee to
Sublessees for any portion of the Premises shall contain terms and conditions that(i)do not
conflict with Lessee's duties and obligations under this Lease; (ii)incorporate the terms and
provisions of this Lease; (iii) restrict the use of the Premises to aircraft storage or other
aviation or aviation-related purposes acceptable to Lessor; and(iv)treat users of the same or
substantially similar facilities in a fair and non-discriminatory manner. Lessee shall use a
standard lease form for all Sublessees and shall submit a copy of such standard lease form,
including rental rates, to the Director prior to Lessee's execution of its first lease and from
time to time thereafter following any material changes to such lease form, including,
without limitation, any changes to Lessee's rental rates for portions of the Premises. Lessee
may make non-material modifications to its standard lease to the extent that such are not
contrary to Lessor's Sponsor's Assurances.
6. REPORTS,AUDITS AND RECORDICEEPING.
Lessor reserves the right to require Lessee to provide Lessor with a written annual report,in
a form acceptable to the Director, that reflects Lessee's rental rates for any subleases of the
Premises in the immediately preceding calendar year. If required, such written annual
report shall be provided to Lessor within thirty(30)days following the end of the preceding
calendar year. Lessor may request, and Lessee shall promptly provide, similar reports on a
more frequent basis that reflect Lessee's rental rates for the period requested by Lessor.
These reports shall be delivered to Lessor's 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 accordance with
Lessee's current basis of accounting or, if Lessee changes such basis, in a manner
satisfactory to Lessor's Internal Auditor and at a location within. the City of Fort Worth.
Lessee's basis of accounting will be deemed to be to the satisfaction of Lessor's Internal
Auditor if it is in compliance with industry standards or generally accepted accounting
principles. Upon Lessor's request and following reasonable advance notice, Lessee will
make such books and records available for review by Lessor during Lessee's normal
business hours. Lessor, at Lessor's sole cost and expense, shall have the right to audit such
books and records in order to ensure compliance with the terms of this Lease and the
Sponsor's Assurances made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee,at Lessee's sole cost and expense, shall be responsible for the installation and use of
all utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters.
Lessee fruther 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-
Bumett Axiation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 6 of 20
operated equipment which may be used on the Premises shall frilly comply with Lessor's
Mechanical,Electrical,Plumbing,Building and Fire Codes("Codes"),as they exist or may
hereafter be amended.
8. MAINTENANCE AND REPAIRS.
8.1. Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises in a good, clean and sanitary
condition at all times, reasonable wear and tear excepted. Lessee covenants and
agrees that it will not make or suffer any waste of the Premises. Lessee,at Lessee's
sole cost and expense,will make all repairs or replacements necessary to prevent the
deterioration in condition or value of the Premises, including,but not limited to,the
maintenance of and repairs to all hangars and other structures, doors,windows and
roofs, and all fixtures, equipment, hangar modifications and surrounding pavement
on the Premises. Lessee shall be responsible for all damages caused by Lessee, its
agents, servants, employees, contractors, subcontractors, licensees or invitees, and
Lessee agrees to fully repair all such damages at Lessee's sole cost and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be on the
Premises shall be at Lessee's sole risk or at the sole risk of those claiming under
Lessee. Lessor shall not be liable for any damage to such property or loss suffered
by Lessee's business or business operations which may be caused by the bursting,
overflowing or leaking of sewer or steam pipes, from water from any source
whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise,
gas or odors,or from causes of any other matter.
8.2. Compliance with ADA.
Lessee,at its sole cost and expense,agrees to keep and maintain the Premises in full
compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it makes at
the Airport shall comply with all ADA requirements.
8.3. Inspections.
8.3.1. Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency,Lessor shall conduct such inspections during Lessee's ordinary business
hours and shall use its best efforts to provide Lessee at least four(4) hours' notice
prior to any inspection.
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 7 of 20
8.3.2. If Lessor determines during an inspection of the Premises that Lessee is
responsible under this Lease for any maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair work
diligently within thirty (30) calendar days following receipt of such notice and to
then complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete the
maintenance or repairs within a reasonable time, Lessor may, in its discretion,
perform such maintenance or repairs on behalf of Lessee. In this event,Lessee will
reimburse Lessor for the cost of the maintenance or repairs,and such reimbursement
will be due on the date of Lessee's next monthly rent payment following completion
of the maintenance or repairs.
8.3.3. During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant to its
governmental duties under federal state or local laws,rules or regulations.
8.3.4. Lessee will permit the City's Fire Marshal or his or her authorized agents to
inspect the Premises and Lessee will comply with all requirements of the Fire
Marshal or his or her authorized agents that are necessary to bring the Premises into
compliance with the City of Fort Worth Fire Code and Building Code provisions
regarding fire safety, as such provisions exist or may hereafter be amended. Lessee
shall maintain in proper condition accessible fire extinguishers of a number and type
approved by the Fire Marshal or his or her authorized agents for the particular
hazard involved.
8.4. Environmental Remediation.
To the best of Lessor's knowledge,the Premises comply with all applicable federal,
state and local environmental regulations or standards. Lessee agrees that it has
inspected the Premises and is fully advised of its own rights without reliance upon
any representation made by Lessor concerning the environmental condition of the
Premises. LESSEE,AT ITS SOLE COST AND EXPENSE,AGREES THAT IT
SHALL BE FULLY RESPONSIBLE FOR THE REMEDIATION OF ANY
VIOLATION OF ANY APPLICABLE FEDERAL, STATE OR LOCAL
ENVIRONMENTAL REGULATIONS OR STANDARDS THAT IS CAUSED
BY LESSEE, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS,SUBCONTRACTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the exterior of the Hangar or Premises related to Lessee's business
operations. Such signs, however, must be in keeping with the size, color, location and.
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort worth Meacham Airport
Page 8 of 20
manner of display of other signs at the Airport. Lessee shall maintain all such signs in a
safe,neat, sightly and physically good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1. Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building or
other structure which, in the opinion of Lessor, would limit the usefulness of the
Airport,constitute a hazard to aircraft or diminish the capability of existing or future
avigational or navigational aids used at the Airport.
10.2. Lessor reserves the right to develop and improve the Airport as it sees fit,regardless
of the desires or view of Lessee, and without interference or hindrance by or on
behalf of Lessee. Accordingly,nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such Airport developments or
improvements. -
10.3. This Lease shall be subordinate to the provisions of any existing or future agreement
between Lessor and the United States Government,which relates to the operation or
maintenance of the Airport and is required as a condition for the expenditure of
federal funds for the development, maintenance or repair of Airport infrastructure.
In the event that any such existing or future agreement directly causes a material
restriction, impairment or interference with Lessee's primary operations on the
Premises ("Limitation") for a period of less than seven (7) calendar days, this
Lease shall continue in full force and effect. If the Limitation lasts more than seven
(7) calendar days, Lessee and Lessor shall negotiate in good faith to resolve or
mitigate the effect of the Limitation. If Lessee and Lessor are in good faith unable
to resolve or mitigate the effect of the Limitation, and the Limitation lasts between
seven (7) and one hundred eighty (180) days, then for such period (i) Lessee may
suspend the payment of any rent due hereunder, but only if Lessee first provides
adequate proof to Lessor that the Limitation has directly caused Lessee a material
loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall maintain and
preserve the Premises and its improvements in the same condition as they existed on
the date such Limitation commenced; and (iii) the term of this Lease shall be
extended,at Lessee's option,for a period equal to the duration of such Limitation. If
the Limitation lasts more than one hundred eighty (180) days, then (i) Lessor and
Lessee may,but shall not be required to, (a) fiu-ther 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.
Burnett M9ation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 9 of 20
10.4. During any war or national emergency,Lessor shall have the right to lease any part
of the Airport, including its landing area, to the United States Government. In this
event, any provisions of this instrument which are inconsistent with the provisions
of the lease to the Government shall be suspended. Lessor shall not be liable for any
loss or damages alleged by Lessee as a result of this action. However, nothing in
this Lease shall prevent Lessee from pursuing any rights it may have for
reimbursement from the United States Government.' If any lease between Lessor
and the United States Government executed pursuant to this Section 10.4 directly
causes a Limitation for a period of less than seven(7) calendar days,this Lease shall
continue in full force and effect. If the Limitation lasts more than seven(7)calendar
days,Lessee and Lessor shall negotiate in good faith to resolve or mitigate the effect
of the Limitation. If Lessee and Lessor are in good faith unable to resolve or
mitigate the effect of the Limitation, and the Limitation lasts between seven(7)and
one hundred eighty (180) days, then for such period (i) Lessee may suspend the
payment of any rent due hereunder, but only if Lessee first provides adequate proof
to Lessor that the Limitation has directly caused Lessee a material loss in revenue;
(ii) subject to ordinary wear and tear, Lessor shall maintain and preserve the
Premises and its improvements in the same condition as they existed on the date
such Limitation commenced; and (iii) the term of this Lease shall be extended, at
Lessee's option, for a period equal to the duration of such Limitation. If the
Limitation lasts more than one hundred eighty(180)days,then(i)Lessor and Lessee
may, but shall not be required to, (a) further adjust the payment of rent and other
fees or charges, (b) renegotiate maintenance responsibilities and(c) extend the term
of this Lease, or(ii) Lessee may terminate this Lease upon.thirty (30) days'written
notice to Lessor.
10.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain the Airport and its facilities as a public airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's
rights and privileges hereunder shall be subordinate to the Sponsor's Assurances.
10.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights-of-way granted by Lessor for the installation,
maintenance, inspection, repair or removal of facilities owned or operated by
electric, gas, water, sewer, communication or other utility companies. Lessee's
rights shall additionally be subject to all rights granted by any ordinance or statute
which allows utility companies to use publicly-owned property for the provision of
utility services.
10.7. Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft including
access during the construction phase of airport improvements, unless otherwise
agreed to in writing by both parties. Such rights shall be consistent with the rules
Bumett Ax7ation—Lease Site 41S
Ground Lease
Fort Worth Meacham Airport
Page 10 of 20
and regulations with respect to the occupancy and use of airport premises as adopted
from time to time by the City of Fort Worth and by the Federal Aviation
Administration or any other state,federal or local authority.
11. INSURANCE.
Lessee shall procure and maintain at all times,in full force and effect,a policy or policies of
insurance as specified herein, naming the City of Fort Worth as an additional insured and
covering all public risks related to the leasing, use, occupancy, maintenance, existence or
location of the Premises. Lessee shall obtain the required insurance specified to be
maintained by a commercial tenant in accordance with Exhibit "B", the "City of Fort
Worth Aviation Insurance Requirements"attached hereto and made part of this Lease for all
purposes.
In addition, Lessee shall be responsible for all insurance to construction, improvements,
modifications or renovations to the Premises and for personal property of its own or in its
care,custody or control.
11.1. Adjustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased limits
on existing coverages, are subject to change at Lessor's option and as necessary to
cover Lessee's and any Sublessees' operations at the Airport. Lessee will
accordingly comply with such new requirements within thirty (30) days following
notice to Lessee.
11.2. Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of 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.
11.3. Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas. The policy or policies of insurance shall be endorsed to cover all
of Lessee's operations at the Airport, and to provide that no material changes in
coverage, including, but not limited to, cancellation, termination, non-renewal or
amendment, shall be made without thirty (30) days' prior written notice to Lessor.
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort.wor(h Meacham Airport
Page 11 of 20
Lessee shall be responsible for notifying Lessor of any change to its insurance
coverage that amends or alters the coverage required by this Lease.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent contractor
as to all rights and privileges granted herein,and not as an agent,representative or employee
of Lessor. Lessee shall have the exclusive right to control the details of its operations and
activities on the Premises and shall be solely responsible for the acts and omissions of its
officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and
invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as
between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors.
Lessee further agrees that nothing herein shall be construed as the creation of a partnership
or joint enterprise between Lessor and Lessee.
13. INDEAEVIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY OF ANY
KIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF THE AIRPORT UNDER THIS LEASE OR WITH
THE LEASING, MAINTENANCE, USE, OCCUPANCY, EXISTENCE OR
LOCATION OF THE PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE
NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES TO THE EXTENT
ALLOWED BYLAW, WITHOUT WAIVING ANY DEFENSES PROVIDED BYLAW,
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND LESSOR, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES, FROMAND 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
LESSEE'S USE OF THE AIRPORT UNDER THIS LEASE OR WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
PREMISES, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR
INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMAGES TO LESSOR'S PROPERTY WHICH
ARISE OUT OF OR IN CONNECTION WITHANYAND ALL ACTS OR OMISSIONS
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 12 of20
OF LESSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES OR INVITEES, EXCEPT TO THE EXTENT
CAUSED BY THE NEGLIGENCE OR INTENTIONAL MISCONDUCT OF LESSOR,
ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
UNDER FAA REGULATIONS LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT SECURITY.
LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON LESSOR OR
LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES' FAILURE TO
COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT UNAUTHORIZED
PERSONS OR PARTIES FROM THEIR OBTAINING ACCESS TO THE AIR
OPERATIONS AREA OF THE AIRPORT FROM THE PREMISES.
14. TER HNATION.
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 Pav Rent,Fees or Other Charges.
If Lessee fails to pay any rent, fees or other charges when due under this Lease,
Lessor shall deliver to Lessee a written invoice and notice to pay the invoice within
ten (10) calendar days. If Lessee fails to pay the balance outstanding within such
time,Lessor shall have the right to terminate this Lease immediately.
14.2. Breach or Default by Lessee.
If Lessee commits any breach or default, other than Lessee's failure to pay rent,
Lessor shall deliver written notice to Lessee specifying the nature of such breach or
default. Lessee shall have thirty(30) calendar days following receipt of 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, unless such breach or
default is not susceptible to cure within thirty (30) calendar days, in which event
Lessee shall have such additional time to effect a cure as determined by Lessor.
14.3. Abandonment or Non-Use of the Premises.
Lessee's abandonment or non-use of the Premises for any reason for more than thirty
(30) consecutive calendar days shall constitute grounds for immediate termination
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort worth Meacham Airport
Page 13 of 20
of this Lease by Lessor,unless such non-use is caused by Force Majeure,as set forth
in Section 27 below.
14.4. Lessee's Financial Obligations to Lessor upon Termination,Breach or Default.
If Lessor terminates this Lease for any non-payment of rent,fees or other charges or
for any other breach or default as provided in Sections 14.1, 14.2 or 14.3 of this
Lease, Lessee shall be liable for and shall pay to Lessor all rent due Lessor for the
remainder of the 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, 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 fiom the Premises all trade fixtures, tools, machinery,
equipment,materials and supplies placed on the Premises by Lessee pursuant to this
Lease. After such time, Lessor shall have the right to take full possession of the
Premises, by force if necessary, and to remove any and all parties and property
remaining on any part of the Premises. Lessee agrees that it will assert no claim of
any kind against Lessor, its-agents, servants, employees or representatives, which
may stem from Lessor's termination of this Lease or any act incident to Lessor's
assertion of its right to terminate or Lessor's exercise of any rights granted
hereunder.
15. NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined to
have been delivered when(i) hand-delivered to the other party at such address listed below,
or at such other address as the receiving party designates by proper notice to the sending
party, or (ii)three (3) days after it has been deposited in the United States Mail, postage
prepaid, addressed as follows:
To LESSOR: To LESSEE:
City of Fort Worth Burnett Aviation Co.,Inc.
Aviation Department ATTN:V.Neils Agather
4201 N Main St, Suite 200 801 Cherry Street,Unit 9, Suite 1500
Fort Worth,TX 76106 Fort Worth,TX 76102
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 14 of20
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 refusal of Lessor to
approve a requested assignment or sublease shall not relieve Lessee of its
obligations hereunder,including payment of rentals,fees and charges.
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the property or interest in the
property of Lessor. if any such purported lien is created or filed,Lessee,at its sole cost and
expense, shall liquidate and discharge the same within thirty (30) days of such creation or
filing. Lessee's failure to discharge any such purported lien shall constitute a breach of this
Lease and Lessor may terminate this Lease upon thirty(30)days'written notice. However,
Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in
effect following termination of this Lease and until such a time as the lien is discharged.
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
19. COMPLIANCE WITH LAWNS,ORDINANCES,RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, employees,
contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of
the Premises and Lessee immediately shall remove from the Premises any person engaging
in such unlawful activities. Unlawful use of the Premises by Lessee itself shall constitute an
immediate breach of this Lease.
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort worth Meacham Airport
Page 15 of20
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules and
regulations adopted by the City Council pertaining to the conduct required at airports owned
and operated by the City, as such laws, ordinances, rules and regulations exist or may
hereafter be amended or adopted. If Lessor notifies Lessee in accordance with Section 15
above of any violation of such laws, ordinances, rules or regulations, Lessee shall
immediately desist from and correct the violation.
20, NON-DISCRIMINATION COVENANT.
Lessee,for itself,its personal representatives, successors in interest and assigns,as part of
the consideration herein,agrees as a covenant running with the land that no person shall be
excluded from participation in or denied the benefits of Lessee's use of the Premises on the
basis of race, color,national origin,religion, disability, sex, sexual orientation, transgender,
gender identity or gender expression. Lessee further agrees for itself, its personal
representatives, successors in interest and assigns that no person shall be excluded from the
provision of any services on or in the construction of any improvements or alterations to the
Premises on grounds of race, color, national origin, religion, disability, sex, sexual
orientation,transgender,gender identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, Part 21, Non-Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
If any claim arises from an alleged violation of this non-discrimination covenant by Lessee,
its personal representatives, successors in interest or assigns, Lessee agrees to indemnify
Lessor and hold Lessor harmless.
21. LICENSES AND PERAUTS.
Lessee shall, at its sole expense,obtain and keep in effect all licenses and permits necessary
for the operation of its operations at the Airport.
22. GOVERNMENTAL POWERS.-
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
Bumett Aviation—Lease Site 41 S
Ground Lease
Fort wort Meacham Airport
Page 16 of 20
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this Lease
or to exercise any right granted herein shall not constitute a waiver of Lessor's right to insist
upon appropriate performance or to assert any such right on any future occasion.
24. VENUE AND JURISDICTION.
I£ 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 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]incited 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
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 17 of20
contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provisions of this Lease. The terms and conditions of this Lease shall not
be amended unless agreed to in writing by both parties and approved by the City Council of
Lessor.
[Signature Pages Follow]
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort NVortb Meacham Airport
Page 18 of20
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the_�--day of ,2012.
CITY OF FORT WORTH:
By: C.�
Fernando Costa
Assistant City Manager
Date: 9//*//2
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
2012.
E1fONIA DANIELS
MY COMMISSION EXPIRES
01 Jury tio,20t3 ko&y Public in and for the State of Texas
APPROVED AS TO FORM ATTEST:
AND LEGALITY:
nl
By: V? _ By:
Charlene Sanders gary . ay e?' -,
gd,4vnt���
Assistant City Attorney City Secretary �•q. � Ff
�o�°00000 V
goo
Date: / Z ¢ ,o o
�►°O°0000°° iC-o'
Burnett Aviation—Lease Site 41 S ��� � �4���
Ground Lease
Fort Worth Meacham Airport
Page 19 of20
LESSEE: ATTEST:
BURNETT AVIATION CO.,INC.
By: '`• �41 �
By:
V.Neils Agath
President
Date: /,Z ,gvc PSI- oZ,/Z
STATE OF TEXAS §
COUNTY OF � )J�§
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared V. Neils Agather, known to me to be the person whose name is
subscribed to the foregoing instrument, and aclmowledged to me that the same was the act of
BURNETT AVIATION CO., INC. and that he executed the same as the act of BURNETT
AVIATION CO., INC. for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 1 day
JONNIE RENEE'HUITi Notary lic in and for the State of Texas
a Notary Public,State of Texas
My Commission Expires
%•','fo��°: May 20,2014
Burnett Aviation—Lease Site 41 S
Ground Lease
Fort Worth Meacham Airport
Page 20 of 20
Exhibit"A"
1
1 J" PINE"151,R4EY' `
I 5 A-19,9 1
BLOCK 3 1 t
MEACIIAM AIRPORT
CABINET A. NLIDE 2445 'CnY of Fr.WORTH t
P.R.,T.C„T. ' mes NLA sumtY DMS1ow
t (au)
1 t t/z1xF
P,O.D. t DBMS:H J236'S1`E 030" i/Z7RF
Z;a
+t.......s.
t X-2317765.88 3S9'l� N aP 14'27'E 2ab7'
l Y-079711,17 �' • •,
N Sr 14'ZY E
41S
AREA: 2.126 ACRES(92,621 S.F.)+— - '- P.O.D.�
Sr t 4131s° •oa A W FK'%'CDT 01 CONCRETE
,RT,, x-23IW7.13
Y.6012610.51
BLOCK 3
cv+, s"0'24'4gQ 4ns1 MEACHAM AIRPORT
` ' y CADMT A, SLIDE 2445
,n
405
AREA 2,552 ACRES (111,194 S.F.)+— •. " r
s/8-PF "
$4C40'00'W 'L`f1Y OF$7,WDFM4 f1A1Ra4R o' r,� �, r -•.
7DA' SURVEY SWTIOWCIL
G44l6 AUA V
h on+vt,c�
CROSS�-• r �7Jy •' '-••
IN CONCRETE rm m
GL O.'•CO� h�4' ' < r r
O �d,
10 O/a'ES
BLOCK 3 �4J aW+ J w 2s7.TR 'gym or FT.*MM
5/s-cu' SURVTY ov *N*
MEACHAM AIRPORT "CITY or FT,WORM <. 5/61RF
CABINET A, SLIDE 2445 suffer DN1voN .Cm,ar Fr.woRn1
stlHver secnoH• p �•r g
P.R.,T.C.,T. 9 45' 3B`46' W 490 a"R.IN�!aRYEY
69.65'
c1
AREA: 0,758 ACRES (33.042 S.F.)+
CURVE DATA s/6�rsF ok a.w nvu
RADIUS LENGTH fiA T RGEM TafoeD DEAww
01 1,z1 117.se rzs l 7e. 157zr H 41.M' w
5&1 G Jd 1 J7 40.25 az N 40�_41•w t47.05'
CJ 565 191 19'Ze15 90.77 190.7 N 2FO945 w S 65'1210'W
iCL.)
L1= N 4T13'11" W 42.07' Ir1SE 393
MAP OF SURVEY 3/4 HF
• DENOTES A 5/8- IRON ROD SET WITH A RED PLASTIC Y-007012"z
CAP STAMPED "CITY OF FT. WORTH SURVEY DIVISION' SHOWING
(C.M.)= CONTROL MONUMENT MEACHAM AIRPORT LEASE PARCELS
39S, 40S AND 41S SITUATED IN
BLOCK 3, MEACHAM AIRPORT
ACCORDING TO PLAT RECORDED IN
CABINET A, SLIDE 2445,
PLAT RECORDS OF TARRANT COUNTY, TEXAS. Ak,?74_1 Ar a_a ulw , rv.fillpi "41
BEARING DA5Ec CITY OF FORT WORTH INTEGRATED G•P.S. BT iN �
NETWORK SYSTEM, NAD. 83, NORTH CENTRAL TEXAS ZONE. NOTE: in accordance with the'Texas board of Professional Land iN
DISTANCES ARE GROUND MEASUREMENTS. Surveying, General Rules o1 Procedures and Prootices, 663.16(C),
'Preriminory,ihia document shall not be recorded for ory purpose,
60 0 60 !20 tgp Preliminary documents released from the surveyor's control which oa t Pit e
Include this text In place of the survoyol'a slgnolure need not comply S�'JriCM
with the other min'mum efondords promulgated in this ehopler, D= 04-10-202 5CAzti L-w'
DDA1"1 fly M bile M 161si'm
GRAPHIC SCALE IN FEET SURVEYED ON THE GROUND IN MARCH AND APRIL OF 2012. "'
Exhibit "A"
FoRTWORTH
MEA CHAM AM PORT MSV VS'
A parcel of land situated in Block 3,Meacham Airport,as recorded in Cabinet A,Slide 2445,
Plat Records of Tarrant County,Texas,and including a portion of that certain tract of land
known as Burnett Aviation according to Lease recorded in Volume 7439,Page 296,Deed
Records of Tarrant County,Texas,and being more particularly described by metes and bounds
as follows:
Beginning at a 1/2" iron rod found at the northwest corner of herein described parcel in the easterly right-
of-way line of Lincoln Ave.(60.0'right-of-way per plat monumented as a 70.0'right-of-way);
Thence: departing said right-of-way line,North 81 degrees 14 minutes 27 seconds East, 170.54 feet pass a
3/4" iron rod found at the southwest corner of that certain tract of land known as Richardson Aviation
according to Lease recorded in Volume 8617,Page 1663,Deed Records of Tarrant County,Texas,
continuing in all, 530.12 feet to a 5/8"iron rod found with a red plastic cap stamped"CITY OF FT.
WORTH SURVEY DIVISION"at the northeast corner of herein described parcel,said corner bears:
South 81 degrees 14 minutes 27 seconds West,25.57 feet from a 1/2"iron rod found at the southeast
corner of said Richardson Aviation Lease;
Thence: South 08 degrees 35 minutes 12 seconds East, 183.44 feet to a mark"X"cut in concrete at the
southeast corner of herein described parcel;
Thence: South 81 degrees 24 minutes 48 seconds West,472.51 feet to a 5/8"iron rod set with a red plastic
cap stamped"CITY OF FT. WORTH SURVEY DIVISION"at the southwest corner of herein described
parcel in the easterly monumented right-of-way line of said Lincoln Ave.at the beginning of a curve
having a radius of 565.0 feet;
Thence:with said curve to the right along said right-of-way line through a central angle of 19 degrees 26
minutes 15 seconds,an arc length of 191.68 feet whose chord bears:North 26 degrees 09 minutes 45
seconds West, 190.76 feet to the Place of Beginning,and containing some 2.126 acres(92,621 square feet
of land),more or less.
TRANSPORTATION AND PUBLIC WORKS DEPARTMENT
SURVEYWO SERVICES
THE C=of FORT WonTa * 8851 Camp Bowle Blvd West * FoRT WORTH,TExas 76116
817 392-7925 * FAx 817-392-7895
I
Exhibit "A"
Surveyed on the ground in March and April of 2012.
Basis of Bearings:The City of Fort Worth Integrated G.P.S.Network System,N.A.D. 83,North Central
Texas Zone.All distances are ground measurements.Bearing base line as shown on Map of Survey.
Note:In accordance with the Texas Board of Professional Land Surveying,General Rules of Procedures
and Practices,66119(9),this"report'consists of the hereon real property description,and a Map of
Survey being attached herewith.
OTC; .9
� ;cp
CR STAL D. HARRIS
..6 s 17 TRANSPORTATION AND PUBLIC WORKS DEPARTMENT
SURVEYING SERVICES
TaE Crrr or FORT NVoRm * 8851 Camp Bowie Blvd Vilest * FoRT WORTH,TRxas 761.16
817 392-7925 * Fax 81.7-392-7895
Exhibit"B"
City of Fort Worth
Aviation Insurance Requirements
Category of Tenant Wor Environmental HangafKeepers
Operations Property Insurance General Liability Auto Impairment Aircraft Liability Liability
FBOs Yes $ 3,000,000.00 S 1,000,000,00 $ 1,000,00o.00 N/A $ 3,000,000.00
Small;IM Large:
Flight Training * $ 1,000,000.00 $ 1,000,000.00 No 5M No
Small:IM Large:
Air Taxi $ 1,00D,000.00 $ 1,000,000.00 No sm No
Specialized Com.Flight Small:1M Large:
Serv. * $ 1,000,000,00 $ 1,000,000.00 No 5M No
Small:IM Large:
Aerial Applications * $ 1,000,000.00 $ 1,000,000.0o $ 1,000,000.00 5M No
Small:1M Large:
Aircraft Sales $ 1,000,000.00 $ 1,000,000.00 No 5M $ 1,000,000,00
Small:1M Large:
Aircraft Rental * $ 1,000,000.00 $ 1,000,000.00 No 5M $ 1,000,000.00
Airframe or Power Plant
Repair * $ 1,000,000.00 $ 1,000,000.00 No No $ 1,000,000.00
Radio,Instrument or
Propeller Repair * $ 1,000,000.00 $ 1,000,000.00 No No $ 1,000,000.00
Multiple Services * $ 1,000,000.00 $ 1,000,000.00 No As Applicable As Applicable
Small:iM Large:
Flying Clubs * $ 1,000,000.00 $ 1,000,000.00 No 5M NIA
Commercial Tenant $ 1,000,000.00 S 1,000,000.00 No As Applicable No
Commercial Tenant
Sublessee No $ 500,000.00 $ 600,000,00 No As Applicable No
Mo.-Mo.Airport Tenant;
sm.premises area,
infrequent access by
others(no aircraft) No $ 300,000.00 No No No No
Hangar Tenant
(private sm.aircraft) No No No No $ 300,000 No
Fuel Facilities:Trucks N/A NIA $ 1,000,000,00 $ 1,000,000.00 No No
Fuel Facilities:Tank Farm Yes $ 1,001),000.00 $ 1,000,000.00 $ 1,000,000.00 No No
Concessionaire:
Restaurant $ 1,000,000.00 $ 1,000,000.00 No No No
Concessionaire:
Rent-a-car No $ 1,000,000.00 $ 1,000,000,00 No No No
Concessionaire:
Retail Shop No $ 500,000.00 No No No No
Depends on the terms of the lease agreement
Property Insurance requirement depends on the lease agreement, Coverage should be replacement cost basis
Liability coverage's are to include products and completed operation. The policy should be written on an occurrence basis
Hangarkeepers Liability is maintained according to typical exposure
aviationlnsreg2001